UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549

FORM 10-K

(Mark One)

|  |                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE
  ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR            
|  |                                                                                                                                                    
|o | TRANSITION REPORT UNDER SECTION 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.                    
|                                                      
|(Exact name of registrant as specified in its charter)

|                                             |  |                                                      
|-------------------------------------------- |  | -----------------------------------------------------
|Colorado                                     |  | 98-0233968                                           
|                                             |  |                                                      
|State or other jurisdiction of Incorporation |  | I.R.S. Employer 
  Identification No. or organization

|                                                         
|---------------------------------------------------------
|2140 Pegasus Way N.E., CALGARY, ALBERTA,
  CANADA T2E 8M5
|                                                         
|(Address of principal executive offices) (Zip Code)      

Issuers telephone number: (403) 290-0264

Securities Registered Under Section 12(b) of
the Exchange Act: None

Securities Registered Under Section 12(g) of
the Exchange Act:

|                
|----------------
|Common          
|                
|(Title of class)

Indicate by
check mark if the registrant is well-known seasoned issuer, as defined in Rule
405 of the Securities Act Yes o No x

Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes o No x

Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 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.

Yes
x
No o


Check if there
is no disclosure of delinquent filers in response to Item 405 of Regulation S-K
contained in this form, and no disclosure will be contained, to the best of the
issuers knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. Seethe
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.

|                                                |                              
|----------------------------------------------- | -----------------------------
|Large
  accelerated filer o                     | Accelerated
  filer o        
|Non-accelerated
  filer o                       | Smaller
  reporting company x
|(Do not
  check if a smaller reporting company) |                              

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

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 last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrants most recently completed second fiscal
quarter:( 1,190,579 shares) based on the average bid and asked price as of June
30, 2008: $238,116.

State the
number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date: 591,726 common shares and 1,417,118
preferred shares as of May 15, 2009

Documents
Incorporated by Reference: None

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NOTE REGARDING FORWARD LOOKING STATEMENTS

This Form 10-K
and the documents we incorporate by reference contain certain forward-looking
statements that involve a number of risks and uncertainties. These statements,
in addition to statements made in conjunction with the words expect,
anticipate, intend, plan, believe, seek, estimate, and similar
expressions, are forward-looking statements within the meaning of the Safe
Harbor provision of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the Exchange Act). These
statements relate to future events or our future financial performance and only
reflect managements expectations and estimates. The following is a list of
factors, among others, that could cause actual results to differ materially
from the forward-looking statements:

We undertake
no obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, after the
date of this Form 10-K to conform them to actual results. We do not, nor does
any other person, assume responsibility for the accuracy and completeness of
those statements. All of the forward-looking statements are qualified in their
entirety by reference to the factors discussed under the caption Risk Factors.

We caution the
reader that these risk factors may not be exhaustive. We operate in a
continually changing business environment, and new risk factors emerge from
time to time. We cannot predict such new risk factors, nor can we assess the
impact, if any, of such new risk factors on our businesses or the extent to
which any factor or combination of factors may cause actual results to differ
materially from those projected in any forward-looking statements. In light of
these risks, uncertainties and assumptions, the forward-looking statements
discussed in this Form 10-K and the documents we incorporate by reference might
not occur.

For these
statements, we claim the protection of the safe harbor for forward-looking
statements contained in Section 21E of the Securities Act.

You should
carefully read this Form 10-K and the documents incorporated by reference in
their entirety. They contain information that you should consider when making
your investment decision.

2

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TABLE OF CONTENTS

|           |                                                                                                                     |  |     
|---------- | ------------------------------------------------------------------------------------------------------------------- |  | ----
|           |                                                                                                                     |  | Page
|           |                                                                                                                     |  |     
|PART I     |                                                                                                                     |  |     
|           |                                                                                                                     |  |     
|Item 1.    | Description
  of Business                                                                                           |  | 4   
|Item 1A    | Risk Factors                                                                                                        |  | 12  
|Item 1B    | Unresolved
  Staff Comments                                                                                         |  | 13  
|Item 2.    | Description
  of Properties                                                                                         |  | 13  
|Item 3.    | Legal
  Proceedings                                                                                                 |  | 13  
|Item 4.    | Submission
  of Matters to a Vote of Security Holders                                                               |  | 14  
|           |                                                                                                                     |  |     
|PART II    |                                                                                                                     |  |     
|           |                                                                                                                     |  |     
|Item 5.    | Market for
  Registrants Common Equity and Related Stockholder Matters                                             |  | 14  
|Item 6.    | Selected
  Financial Data.                                                                                          |  | 15  
|Item 7.    | Managements
  Discussion and Analysis of Financial Condition and Results of Operation                              |  | 15  
|Item 7A.   | Quantitative
  and Qualitative Disclosures About Market Risk.                                                       |  | 21  
|Item 8.    | Financial
  Statements and Supplementary Data                                                                       |  | 21  
|Item 9.    | Changes in
  and Disagreements with Accountants on Accounting and Financial Disclosure                              |  | 22  
|Item 9A.   | Controls and
  Procedures                                                                                           |  | 22  
|Item 9B.   | Other
  Information                                                                                                 |  | 22  
|           |                                                                                                                     |  |     
|PART III   |                                                                                                                     |  |     
|           |                                                                                                                     |  |     
|Item 10.   | Directors,
  Executive Officers, Promoters and Control Persons; Compliance with Section
  16(a) of the Exchange Act |  | 24  
|Item 11.   | Executive
  Compensation                                                                                            |  | 26  
|Item 12.   | Security
  Ownership of Certain Beneficial Owners and Management And Related Stockholder
  Matters                  |  | 32  
|Item 13.   | Certain
  Relationships and Related Transactions                                                                    |  | 34  
|Item 14.   | Exhibits,
  Financial Statement Schedules                                                                           |  | 34  
|Item 15.   | Principal
  Accounting Fees and Services                                                                            |  | 35  
|           |                                                                                                                     |  |     
|SIGNATURES |                                                                                                                     |  | 36  

3

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

General
Description and Development of Business

Unless
otherwise noted, all dollar references are in U.S. Dollars.

On July 21,
1998, Westsphere Asset Corporation, Inc., a Colorado corporation, was
incorporated under the laws of the State of Colorado, under the name of
Newslink Networks TDS, Inc. On April 23, 1999, the Corporation changed its name
to Westsphere Asset Corporation, Inc. Westsphere Asset Corporation is
referred to herein as Westsphere, the Corporation we and our.

Since 2000,
the Corporation has focused on the non-conventional banking industry and has
sought opportunities available to it through acquisitions of equity positions
within operating corporations or the establishment of wholly owned subsidiary
companies, in particular, Vencash Capital Corporation, that could assist in the
asset growth of the Corporation.

Non-Conventional
Banking Businessis described as
business related activities which would be normally associated in Canada with a
registered chartered bank or bank affiliated financial institution but is
privately owned and operated and not affiliated with a Canadian Chartered Bank.

Westsphere has
no ongoing business operations other than acting as a holding corporation.

General
Description and Development of Subsidiary Corporation Business

Vencash
Capital Corporation

Vencash
Capital Corporation (Vencash Capital) was incorporated in the province of
Alberta, Canada on October 2, 1996. In July 1998, Vencash Capital Corporation
entered into the non-conventional banking industry otherwise known in the
industry as the white label Automated Teller Machine (ATM) marketplace.
Vencash Capital became the seventh (7th)
Canadian channel authorized to participate within the Canadian INTERAC
system.

The white
label ATM marketplace as used herein means the privately owned and operated
ATMs that dispense cash for a fee, which are unaffiliated by ownership or
operation to Canadian Registered Chartered Banks. A channel as used herein
means a provider of audit control which channels the fee revenues generated
through customer usage of the ATM equipment to settlement accounts of
contracted site holders and equipment suppliers.

Vencash
Capital maintains offices at 2140 Pegasus Way N.E., Calgary, AB T2E 8M5.
Vencash Capital has sites located nationally across Canada and as of December
31, 2008, holds under management Eight Hundred and Eight (808) automated teller
machines (ATMs) sites in Canada, most notably in the Provinces of British
Columbia and Alberta, Saskatchewan, Ontario and Maritimes. A site is
described as used herein means a location where an ATM has been placed, and has
contracted with Vencash Capital to provide monitoring, reporting and
distribution of financial surcharge transaction revenues.

Of the Eight
Hundred and Eight (808) ATM sites managed by Vencash Capital & Vencash
Capital owns Eighty (80) and the balance is owned by private purchasers or
investors. Vencash Capitals principal operations are in Calgary, Alberta with
several contracted sales persons and three (3) service and system technicians.

On January 7,
2009 the Board of Directors after reviewing the Corporations business
operations at the Annual General Meeting of the Shareholders on December 6,
2008 approved the consolidation of Vencashs processing and business operations
with the assignment of ATM related processing agreements and ATM assets under a
purchase and sale agreement to be offset against receivables and payables to
the Corporations wholly owned subsidiary Westsphere Systems Inc.

Allowing for the
completion of the consolidation and integration of the ATM operations into
Westsphere Systems Inc. over the next fiscal year it is anticipated that the
business operations of Vencash Capital will be wound down.

(See Business of Vencash Capital Corporation below.)

Vencash
Financial Corporation

On September 23, 1998, Vencash Capital
incorporated a wholly owned subsidiary, Vencash Financial Corporation (Vencash
Financial), as a federal corporation under the laws of Canada, in order to
secure and protect the Vencash name in all Provincial jurisdictions in
Canada. Vencash Financial conducts no actual business activities.

Allowing for
the completion of the consolidation and integration of the ATM operations into
Westsphere Systems Inc. over the next fiscal year it is anticipated that the
business operations of Vencash Financial will be wound down.

4

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(See Business of Vencash Capital Corporation below.)

Kan-Can
Resorts Ltd.

Kan-Can
Resorts Ltd. having no current or future business operations or opportunities
has been dissolved effective January 08, 2009.

Vencash POS
Services Inc. VENCASH POS SERVICES INC.

On May 09, 2003, we incorporated Westsphere
POS Services Ltd. WESTSPHERE POS SERVICES
LTD. under the laws of the Province of Alberta for the purpose of
providing sales and servicing for the point of sale POS market. Point of Sale
POS, as described and used herein, means an electronic terminal that accepts
bank debit cards and credit cards to pay by way of direct settlement to the
retailers account from the customers banking or credit card provider on a daily
basis for purchases of goods or services. On January 04, 2006,Westsphere POS Services Ltd. WESTSPHERE POS SERVICES LTD changed
its
name to Vencash POS Services Inc. VENCASH POS SERVICES INC.Vencash POS
Services Inc. has no business activity to the date. (See Business of Vencash POS Services
Inc.below.)

Vencash POS Services Inc. having no current
or future business operations or opportunities will be dissolved during the
second quarter of 2009.

Westsphere
Systems Inc.

On May 16, 2000, we incorporated Westsphere
Systems Inc. (Westsphere Systems) under the laws of the Province of Alberta.
In January 2002, Westsphere Systems began business in the area of hosting
web-sites, leasing server space and network services.

On January 7,
2009 the Board of Directors, after reviewing the Corporations business
operations at the Annual General Meeting of the Shareholders on December 6,
2008, approved the sale and transfer of the 100% of the issued and outstanding
shares of E-Debit International to the Corporations wholly owned subsidiary
Westsphere Systems Inc. Also at this time, the Board approved the consolidation
of its wholly owned subsidiary Vencash Capital Corporations processing and
business operations with the assignment of ATM related processing agreements
and ATM assets under a purchase and sale agreement to be offset against
receivables and payables to Westsphere Systems Inc.

(See Business of Westsphere Systems Inc.below.)

E-Debit
International Inc.

On August 1,
2000, we acquired a five percent (5%) interest in E-Debit International Inc.,
an Alberta registered corporation (E-Debit International), for $1,350 cash
($2,000 CDN) from a non-affiliated third party, Julio Rivera. E-Debit
International is a provider of pre-paid debit cards. In connection with the
purchase, we also acquired an option to purchase the balance of Mr. Riveras
remaining sixty-five percent (65%) ownership in E-Debit International.

On March 13,
2001, we acquired an additional twenty-five percent (25%) interest in E-Debit
International for $9,737 ($15,100 CDN) from another non-affiliated third party,
Dev Studios Inc.

On May 15,
2001, we executed a share exchange agreement with Julio Rivera to exchange a
total of 200,000 shares of our common stock at $0.50 per share for a sixty
percent (60%) interest in E-Debit International.

On June 1,
2004, we executed a share exchange agreement with a non-affiliated third party E-Debit
shareholder, Mr. Prathavan Venkatraman, to exchange a total of 33,333
shares of our common stock at $0.04 per share for a ten percent (10%) interest
in E-Debit International. As a
result of this share exchange, E-Debit was a wholly owned subsidiary of the
Corporation.

On January 7,
2009 the Board of Directors, after reviewing the Corporations business
operations at the Annual General Meeting of the Shareholders on December 6,
2008, approved the sale and transfer of 100% of the issued and outstanding
shares of E-Debit International to the Corporations wholly owned subsidiary
Westsphere Systems Inc.

5

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(SeeBusiness of E-Debit International Inc.
below.)

TRAC POS
Processing Inc.

TRAC POS
Processing Inc. (TRAC) is an Alberta registered corporation with its
principal offices located in Calgary, Alberta. TRAC is a distributor and
financial processor of POS terminals. We owned a one percent (1%) interest in
TRAC upon its incorporation on May 16, 2000.

On January 5,
2001, we purchased an additional four percent (4%) interest in TRAC for $3.00
USD ($4.00 CDN) from a non-affiliated third party, Mr. Joseph Bowser, who, with
his family, was a majority shareholder of TRAC.

In 2002, we
acquired an additional forty-one percent (41%) interest of TRAC through various
share exchange agreements and share purchase agreements and, as a result,
issued a total of 857,152 shares of our common stock and paid $143,294
($225,000 CDN). in 2002. We also sold a five percent (5%) interest of TRAC to
MBR Venture Corporation (MBR Venture) for $48,133 ($75,000 CDN). MBR Venture
is a corporation owned solely by Bernd Reuscher, one of our directors.

On July 2,
2004, we entered into two (2) separate share exchange agreements with two (2) of TRAC shareholders, 3
Ocean Investment Corporation and MBR Venture, to exchange a total of 4,687,500
shares of our common stock at $0.04 per share for a twenty-five percent (25%)
interest in TRAC.

On January 26, 2007, we executed
a share exchange agreement with unaffiliated TRAC shareholders to exchange a total of 24,142
shares of our common stock at $1.62 CDN per share for a nineteen percent (19%)
interest in TRAC. Concurrently, we entered into share exchange agreements with
affiliated TRAC shareholders, Jack Thomson and Brett Border, to exchange a
total of 6,916 shares of our common stock at $1.62 CDN per share for a twelve
percent (7%) interest in TRAC. Mr. Thomson is a member of our Board of
Directors and Mr. Border is the President of Vencash Capital and TRAC. This share exchange resulted in
increasing our holdings in TRAC to eighty-two percent (82%) (See Business of
TRAC POS Processing Inc.below.)

Cash Direct
Financial Services Inc.

On July 17, 2003, Cash Direct Financial
Services Inc. (Cash Direct) was incorporated under the laws of the Province
of Alberta. Cash Direct was incorporated to develop a bricks and mortar
expansion to our business of non-conventional banking operations branded
Personal Financial $olutions. (SeeGeneral Description and Development of Businessbelow.).

Westsphere
Capital Group Ltd.

Westsphere Capital Group Inc. (Westsphere
Capital) was incorporated under the laws of the Province of Alberta on January
4, 2005 to supply operational, financial, and administrative support to the
Westsphere group of companies. Westsphere Capital was registered extra
provincially in British Columbia on October 11, 2006 to facilitate the
assignment of the lease for premises located at Suite 1420, Harbour Centre, 555
West Hastings Street, Vancouver B.C. As of August 2007, we no longer continue
to lease the premises in Vancouver.

Our Business

Our principal place of business and executive
offices are located at 2140 Pegasus Way, N.E. Calgary, Alberta, Canada T2E 8M5.
Our agent for service of process is located at 18 Mountain Laurel Drive,
Littleton, Colorado 80127, United States of America. We provide operational and
administrative support as well as financial services and related packages to
our subsidiaries through our wholly-owned subsidiary Westsphere Capital, and
intend to conduct our business operations through our wholly-owned subsidiaries.
(SeeGeneral Description and Development
of Businessbelow).

a. Business of
Vencash Capital Corporation

Vencash Capital in the past has been our
major subsidiary operation which produces the majority of our consolidated
revenues from the sale of ATMs, financial service fees for ATM customer
financing, processing and maintenance fees in addition to transactional fees
which include interchange fees and surcharge revenues. Vencash Capital has
contracted for switching services allowing it to participate within the
Canadian INTERAC system as a channel. During the month of November 2008,
Vencash commenced the transfer of its contracted switch services to the
Corporations wholly owned subsidiary Westsphere Systems Inc. Vencash Capital
also contracts with Triton Systems, Inc., a supplier of ATM equipment.

6

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(See
Other
Requested Information Data West
Solutions,-Contract, Calypso Canada Ltd. Contract - Triton Systems, Inc. contractbelow.)

ATM Business in
Canada

Background of
the ATM Business

In the latter part of 1997, the Canadian
Banking and Financial sectors of Canadian industry commenced a government
deregulation program in which, under deregulation of the Canada Bank Act,
allowed for the release of certain segments of proprietary control involving banking
institutions. One of the preliminary results of the deregulation was the
allowance of the private operation of ATMs not associated with Canadian Banking
financial institutions. This private ownership and operation of ATM equipment
has been described within the industry as the white label ATM market.

Canadian Banking Institutions have been
participating in the development of new technology, particularly in regard to
online computer banking. Advances originating from the introduction of credit
card and debit card services evolved into the installation of commercial POS
management systems across the country and the development of the Canadian
INTERAC system which provided complete online banking services and 24-hour
customer banking between the various existing banking institutions. It also
provided for full-bank service availability from remote site locations
throughout Canada.

Evolving online financial technology being
pursued by the institutional banking financial sectors has been confronted by
growth of computer-based commerce. The Internet and the expansion of computer
generated online commerce shifted a significant amount of consumer financial
services from conventional banking and financial institutions to
non-traditional and new and innovative virtual-based methods of conducting
financial transactions. This on-line or INTERAC connecting of the conventional
banking institutions was a significant factor for profits produced by Canadian
conventional banking and financial institutions during the last five (5) years.

In late 1997, non-conventional banking
participation and private ownership of ATMs was authorized through the
deregulation process within the Canada Bank Act that allowed for private
participation within the Canadian INTERAC system. The implications of private
ownership and participation within this technologically based commerce have
been significant.

Many Canadian companies pursued participation
in the field of marketing, distribution, selling, and leasing cash dispensing
equipment recognized in the market place as ATMs, ABMs (automated banking
machines), white label machines (a privately owned and operated cash
dispensing machine).

A switch as used herein means a computer
system that receives requests for financial transactions from ATM terminals,
POS or electronic transfer terminals in retail businesses which routes
transaction requests to and from ATM devices and financial institutions for
final transaction processing and/or authorization. In Canada, the Canadian
INTERAC network coordinates this activity. Under recent deregulation,
non-financial institutions that are members of INTERAC are allowed to be
indirect connectors. These non-financial institutions provide switching
services for shared cash dispensing, data processing, and other associated
services in connection with the network. Pursuant to the rules and regulations
set out by INTERAC and current switch technology, a switch can process up to
ten thousand (10,000) transactions at any given time.

The Entry of
Vencash into the ATM Business

Vencash Capital identified opportunities
resulting from the privatization of the ATM business. During December 1997, the
first privately owned ATMs were placed in Western Canada and in July 1998,
Vencash Capital entered the white label ATM marketplace. Vencash Capital
contracted with TNS Smart Network Inc., an Etobicoke, Ontario Corporation,
which provides switching services to the industry, and became the 7th Canadian Channel authorized to
participate within the white label ATM business.

By March 1999, Vencash Capital had ninety
(90) ATMs under its management across Canada, primarily in the Provinces of
Ontario, British Columbia and Alberta. We reached an agreement with Vencash
Capital to fund, by way of lease and loan agreements, the expansion of Vencash
Capitals placement of ATMs. By the 1999 year-end and with our financial
assistance, Vencash Capital was able to expand its management and ownership of
ATMs across Canada, increasing its network to the Maritime Provinces by
establishing (2) two new distributorships, one in Prince Edward Island and one
in New Brunswick.

By December 2005, Vencash Capital had sites
located nationally across Canada and managed nine hundred
thirty-two (932) ATMs. As
of March 31, 2006, Vencash Capital held nine hundred twenty-five (925) ATM
sites under management nationally across Canada, most notably in the Provinces
of British Columbia and Alberta, Saskatchewan, Ontario and Maritimes. As of
March 31, 2007, Vencash Capital held nine hundred seventy-seven (977) ATM sites
under management nationally across Canada, most notably in the Provinces of
British Columbia and Alberta, Saskatchewan, Ontario and Maritimes. As of March
31, 2008, Vencash Capital held nine hundred and twenty (920) ATM sites under
management nationally across Canada, most notably in the Provinces of British
Columbia and Alberta, Saskatchewan, Ontario and Maritimes. As of March, 31,
2009, Vencash Capital held Eight Hundred and Eight (808) ATM sites under
management nationally across Canada, most notably in the Provinces of British
Columbia and Alberta, Saskatchewan, Ontario and Maritimes.

7

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Vencash
Capital is one of several nation-wide companies involved in the private ATM
market in Canada and presently has one (1) distributor in the Maritime region
of Canada, one (1) independent distributor in the Metro Toronto area of
Ontario, Canada, one (1) distributor in the Province of Saskatchewan, one (1)
distributor in Kamloops, British Columbia and one (1) distributor in the
Greater Vancouver, British Columbia area.

At present, Vencash Capital acts as a
channel which contracts its financial electronic transfer responsibilities
with three (3) switches (Data West Solutions and Calypso Canada Ltd. and
Westsphere Systems Inc.)

The switch supplies the financial
information to the channel in relationship to the processing of all surcharge
fees that are associated with the customer use of the ATM.

Current Stage
of Corporate Development

Historically, Vencash Capital has provided a
large percentage of the cash flow which fuelled its and our other expansion.
Our management believes that Vencash Capital will continue to generate positive revenues and
returns. We plan to focus on supplying the required funding for the growth of
our placement and ownership of equipment to Vencash Capital customers through
our relationship with equipment suppliers and our contracted Switching Network
to allow for the growth of the Vencash Capital distribution network.

Growth
Strategy and Market Niche

Vencash Capital has been an integrated ATM
provider offering a complete suite of ATM management services ranging from ATM
deployment, maintenance reporting and settlement. Vencash Capital has focused
on organic growth over the past three (3) years and its managements plan is to
continue to grow within the ATM market place into the future as follows:

| |     |                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i.  | In 2009, Vencash Capital plans to evaluate the management of its ATMs
  in the Canadian in the view to consolidate all of its ATM processing and
  business operations in order to maximize our current revenues and reduce our
  costs of administration and operations.                                                       
| |     |                                                                                                                                                                                                                                                                                                                                 
| | ii. | Vencash Capital will review its geographically based ATM estate to
  determine the viability of reorganizing those business operations in order to
  maximize our current revenues and reduce our costs of administration, which
  might include the sale of those estates to our distribution network or other
  third parties.

The Canadian
Current ATM Market

In late 1997, non-conventional banking
participation and private ownership of ATMs was authorized allowing for
participation within the Canadian INTERAC system. The Canadian Interac
Association as used herein is a national organization linking enterprises that
have proprietary networks to enable them to communicate with each other for
purposes of exchanging electronic financial transactions. Five (5) Canadian
Banking and Financial Institutions founded the association in 1984. As of March
2006, there were eighty-eight (88) member organizations. INTERAC is the
organization responsible for the development of a national network of shared
electronic financial services: INTERAC Shared Cash Dispensing Service (SCD)
at ATMs and INTERAC Direct Payment Services (IDP),Canadas national debit service. IDP is Canadas national
debit card service, available at more than 365,616 merchants across the
country.

The business opportunities originating for
private ownership and operation of ATMs within the INTERAC system resulting
from the Canada Bank Act deregulation in 1998 has matured over the past several
years. With the maturity of this aspect of the business, acceptance of the
white label ATM placement has become routine, however, saturation is not yet
comparable to the United States market experience.

The Corporation believes there will be a
continued consolidation in the Canadian white-label ATM marketplace in 2009.
Over the past two years several large national organizations have been vying
for marketplace dominance. The sourcing of acquisitions and business
consolidation has been quite active in Canada but to date the Corporation has
not found an acceptable model for consolidated with third parties that would
provide maximum benefit to the Corporation. As a result the Corporation is in
the process of consolidating our associated subsidiary business operations. It
is anticipated that the consolidation will maximize our consolidated revenues
and reduce our costs of administration and operations.

8

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Competitors

| |      |                                                                                                                                                                                               
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i.   | DirectCash Income Trust - Canadas largest ATM company in operation.
  It has offices and distribution centers in all of the major cities across
  Canada.                                    
| |      |                                                                                                                                                                                               
| | ii.  | Frisco Bay-A large ATM
  corporation with integrated business operations which supplies security
  systems to major financial corporations and the banking industry.                          
| |      |                                                                                                                                                                                               
| | iii. | Laser Cash (Threshold) - A large ATM operator in service. This
  corporation also has distribution capabilities across Canada with head
  offices located in Mississauga, Ontario.            
| |      |                                                                                                                                                                                               
| | iv.  | Cash-Line - A Victoria, B.C. based corporation with ATM machines in
  service primarily across Western Canada.                                                                                
| |      |                                                                                                                                                                                               
| | v.   | Ezee Cash-An Ontario
  and Quebec centered ATM company that has a national presence.                                                                                                          
| |      |                                                                                                                                                                                               
| | vi.  | Several Regional and National Companies - These companies compete on
  a regional basis with Vencash Capitals regional distributor network and
  nationally with Vencash Capital corporately.

Competitive
Advantages

Motivation of the Vencash Distribution
network has been to focus on customer site and consumer service, and on
long-term contractual relationships which provide recurring transactional and
fixed revenue streams with a national presence and a diverse customer base,
including primarily small and medium retail site locations as well as a
secondary presence in national or regional chain accounts.

Vencash Capitals management continues to
utilize selective placement and monitoring of ATMs, to obtain maximum value for
placement and a higher percentage return per terminal. Service and information
dissemination will continue to be a priority for the management team,
employees, distributors and strategic partners. Information processing and
communications systems will integrate all components of Vencash Capitals
internal and external operations.

Vencash Capitals management believes there
will be a continued consolidation in the white-label ATM marketplace in 2009.
This will likely result in several large national organizations vying for
marketplace dominance. The sourcing of acquisitions and business consolidation
has been quite active in Canada and remains an option that continues to be
reviewed by us.

On June 08, 1998, Vencash Capital signed a
supply agreement with Triton Systems, Inc., an ATM manufacturer and supplier.
The agreement contains pricing schedules based upon Vencash Capitals volume
purchase requirements.

Vencash Capital has processing agreements
with the following vendors:

| |      |                                                                                                  
| | ---- | -------------------------------------------------------------------------------------------------
| | i.   | Open Solutions formerly known as Data West and TCS (Canada) Ltd,
  executed June 24, 1999.       
| |      |                                                                                                  
| | ii.  | Calypso Canada Ltd. originally executed on August 1999 and later renegotiated
  in December 2003.
| |      |                                                                                                  
| | iii. | Westsphere Systems Inc. executed November, 2009                                                  

We have a large customer base and a large
geographical area in which to market our products. Vencash Capital presently
has ten (10) distributors of its equipment, products and services under
contract across Canada, two (2) contracted sales persons in Vancouver, B.C. and
five (5) contracted sales persons in the Province of Alberta, Canada. Vencash
Capital is one of several nation-wide companies involved in the private ATM
market in Canada. To enhance the opportunities of the Distributor Network, the
Corporation is developing a business model based on consolidating all of its
related business operations and the enhancement of its Distribution network
with the potential of direct ownership of its ATM estate under terms and
conditions which allows for growth and development of both the Distributor and
the Corporation.

Risk
Assessment

The private white label ATM business is
highly competitive. We face competition from large numbers of companies engaged
in the selling and servicing of ATM products in all areas in which we may
attempt to operate. Many of the programs and companies so engaged possess
greater financial and personnel resources than us and therefore have greater leverage
to use in developing technologies, establishing markets, acquiring prospects,
hiring personnel and marketing. Accordingly, a high degree of competition in
these areas is expected to continue. The major banks in Canada could
aggressively enter the white label market and we could not overcome or
compete with them due to their financial and corporate strength.

We and our subsidiaries are subject to the
terms and conditions applicable to channels as set forth by the INTERAC network
system.

9

---



On January 7,
2009 the Board of Directors, after reviewing the Corporations business
operations at the Annual General Meeting of the Shareholders on December 6,
2008, approved the consolidation of Vencashs processing and business
operations with the assignment of ATM related processing agreements and ATM
assets under a purchase and sale agreement to be offset against receivables and
payables to the Corporations wholly owned subsidiary Westsphere Systems Inc.

b. Business of
Westsphere Financial Group Ltd.

Upon Managements 2004 review and
reorganization and consolidation of our business operations, we suspended all
distribution, software injection and key coding related to point of sale
placement on the switch. The corporate shell was sold in May 2005 to an arms
length third party after being inactive for a period of six (6) months.

c.  Business of Vencash POS Services Inc.

On May 09,
2003, we incorporated Westsphere POS Services Ltd. (Westsphere POS) under the
laws of the Province of Alberta for the purpose of providing sales and
servicing in the POS market. POS as used herein means an electronic terminal
that accepts bank debit cards and credit cards to pay by way of direct
settlement to the retailers account from the customers banking or credit card
provider on a daily basis for the purchase of goods or services. On January 04,
2006,Westsphere POS changed its
name to Vencash POS Services Inc.
(Vencash POS) with the intent that Vencash POS would consolidate all of our
POS related business activity to
date. The consolidation process is ongoing and, until such time as the
consolidation is completed, there will be limited business activity.

d. Business of
Kan-Can Resorts Ltd.

Kan-Can
Resorts Ltd. having no current or future business operations or opportunities
has been dissolved effective January 08, 2009

e. Business of
Westsphere Systems Inc.

Westsphere Systems currently has a staff of
(3) three with two contracted teams of contractor
developers/engineers/designers with diverse technical backgrounds including:

| |      |                                                                                                           
| | ---- | ----------------------------------------------------------------------------------------------------------
| | i.   | Hardware and
  systems design specialists with twelve (12) years international experience.                
| |      |                                                                                                           
| | ii.  | Server and
  DNS specialists with global experience particularly centered in Korea and
  eastern Asia.    
| |      |                                                                                                           
| | iii. | Multi-national
  professional sales experience centering on sale of electronic components and
  equipment.
| |      |                                                                                                           
| | iv.  | Software
  engineering and development.                                                                   
| |      |                                                                                                           
| | v.   | Web Design
  and Graphic content                                                                          

Westsphere Systems was formed to provide the
Corporation with technical services and is focusing its business development
primarily on:

| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i.   | Having
  received approval in March 2007 by INTERAC Association, as an acquirer in the
  Associations SCD Service and as an acquirer in the Associations IDP
  Service. This allows Westsphere Systems to become an indirect connector,
  thereby resulting in it owning and managing a switch. Westsphere Systems has
  been working with ACI on Demand in the switch development.
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | ii.  | During the
  Month of November 2008 Westsphere Systems Inc. commenced processing the
  Corporations ATM estate held under contract by Vencash Capital. As of March
  2009, 146ATMs were under Westsphere Systems processing.                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | iii. | Providing
  internal security for intellectual property and technical development.                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | iv.  | Providing
  premium in-house web-hosting services to us and other selected customers.                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | iv.  | Providing
  in-house (or through joint venture relationships) proprietary development
  space and business support for in-house product development, where certain
  proprietary rights and development are obtained for services supplied by
  Westsphere Systems in order to integrate these developments into our present
  subsidiaries.                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | v.   | Design and
  development of proprietary software for our specific business development and
  hardware.                                                                                                                                                                                                                                                                               

10

---



On January 7,
2009 the Board of Directors, after reviewing the Corporations business
operations at the Annual General Meeting of the Shareholders on December 6,
2008, approved the sale and transfer of 100% of the issued and outstanding
shares of E-Debit International to the Corporations wholly owned subsidiary
Westsphere Systems Inc. Also at this time, the Board approved the consolidation
of its wholly owned subsidiary Vencash Capital Corporations processing and
business operations with the assignment of ATM related processing agreements
and ATM assets under a purchase and sale agreement to be offset against
receivables and payables to Westsphere System.

f. Business of
E-Debit International Inc.

E-Debit initial development stages focused on
meeting the payment system needs of current and potential online shoppers.
E-Debits business model was based on an anonymous payment system to protect
the identity of the purchaser while allowing for guaranteed payment to the
merchant. E-Debit intended to accomplish this system by developing and
marketing a secure, anonymous online payment system that could be used by
online consumers and merchants.

The events of September 11, 2001 caused our
management to seriously evaluate the anonymity factor of the E-debit process,
particularly because the E-debit process allowed for the anonymous transfer of
currency. The anonymity extended to E-Debit as the E-debit account holders
identity would not be available to E-Debit once the account numbers had been
changed by the individual account holder; thereby allowing currency transfers
without any ability to track or trace the account holder.

On February 11, 2004, we entered into a
purchase agreement to acquire an additional ten percent (10%) interest in
E-Debit from a non-affiliated third party E-Debit shareholder. With this
purchase, E-Debit became one of our wholly owned subsidiaries. The function of
E-Debit has been expanding in conjunction with the original functionality of
the E-debit process. The business model has been amended in order to incorporate
and integrate the E-debit process into the aspects of our ATM, POS and
Westsphere Systems Inc. business operations. This project is now pending until
determination of its appropriate applications. E-Debit has had no new business
activity to date.

On January 7,
2009 the Board of Directors, after reviewing the Corporations business
operations at the Annual General Meeting of the Shareholders on December 6,
2008, approved the sale and transfer of 100% of the issued and outstanding
shares of E-Debit International to the Corporations wholly owned subsidiary
Westsphere Systems Inc.

g. Business of
Cash Direct Financial Services Inc.

Cash Direct was formed to expand our
non-conventional banking operations branded Personal Financial $olutions.

The first Personal Financial Solutions
storefront commenced business operations on November 1, 2004, supplying
short-term cash advance loan agreements under the brand name CashDirect
Advance, cheque cashing services, corporate registry and filing and other related
services.

Cash Direct generated revenues from its
investment in Personal Financial $olutions and through its first beta site
which grew on a monthly basis during the first full year of operations. It was
apparent that the beta test supported the acceptance, convenience, versatility
and reliability of the Cash Direct proprietary hardware and related software
and through two (2) additional Personal Financial $olutions arms length
privately held distributorships  one in Edmonton, Alberta and another in Calgary,
Alberta

With the start up of the second Calgary
Personal Financial $olutions independent business centre on March 15, 2006, the
Calgary beta test store was wound down and its client base was transferred to
the Calgary, Alberta distributor which continued to operate into 2007. The
Calgary, Alberta based distributor wound down its business operations in mid
2007 while the Edmonton, Alberta based distributor suspended his business
operations in order to renovate the building which housed his distributorship.

The Corporation had previously viewed the
operation of cheque cashing services, corporate registry and filing services
was not adding to the financial potential of our core business model as the fee
per transaction based business operations of its ATM, POS and card management
businesses. With recent changes to the current North American economy and
damage to the conventional banking infrastructure the Corporation is engaged in
a renewed review of Cash Directs potential.

Current Stage
of Our Development

Our group of
companies employs eighteen (18) full-time employees and three (2) contracted
consultant groups working in Edmonton, Alberta and Omaha, Nebraska We were
incorporated in Colorado on July 21, 1998, and hold wholly owned subsidiaries
which conduct business throughout Canada. We file and prepare our financial
information in accordance with U.S. generally accepted accounting principles
(GAAP).

11

---



ITEM 1A RISK FACTORS

An investment
in our common stock involves a high degree of risk. You should carefully
consider the following risk factors and the other information in this
registration statement before investing in our common stock. Our business and
results of operations could be seriously harmed by any of the following risks.

We have substantial
indebtedness.

As of December
31, 2008, we had a working capital deficit of $445,656 which includes $551,446
payable to suppliers and day-to-day operations. Our ability to meet our debt
service requirements will depend upon achieving significant and sustained
growth in our expected cash flow. Our cash flow will be affected by our success
in implementing our business strategy, prevailing economic conditions and
financial, business and other factors, some of which are beyond our control.
Accordingly, we cannot be certain as to whether or when we will have sufficient
resources to meet our debt service obligations. If we are unable to generate
sufficient cash flow to service our indebtedness, we will have to sell assets,
restructure or refinance our indebtedness or seek additional equity capital. We
cannot assure you that any of these strategies can be effect on satisfactory
terms, if at all, particularly in light of our high levels of indebtedness. In
addition, the extent to which we continue to have substantial indebtedness
could have significant consequences, including:

| |   |                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our ability
  to obtain additional financing in the future for working capital, capital
  expenditures, acquisitions and other general corporate purposes may be
  materially limited or impaired,                                 
| |   |                                                                                                                                                                                                                                    
| |  | a
  substantial portion of our cash flow from operations may need to be dedicated
  to the payment of general operations and therefore not available to finance
  our business growth, and our indebtedness,                       
| |   |                                                                                                                                                                                                                                    
| |  | our high
  degree of indebtedness may make us more vulnerable to economic downturns,
  limit our ability to withstand competitive pressures or reduce our
  flexibility in responding to changing business and economic conditions.

Requirements
associated with being a reporting public company will require significant
company resources and management attention.

Compliance
with reporting and other requirements applicable to public companies such as
Sarbanes Oxley will create additional costs for us, will require the time and
attention of management and will require the hiring of additional personnel and
outside consultants. We cannot predict or estimate the amount of the additional
costs we may incur, the timing of such costs or the degree of impact on our
managements attention to these matters will have on our business.

In addition,
being a reporting public company could make it more difficult or more costly
for us to obtain certain types of insurance, including directors and officers
liability insurance, and we may be forced to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. The impact of these events could also make it more difficult for us
to attract and retain qualified persons to serve on our board of directors, our
board committees or as executive officers.

We depend upon key
personnel, the loss of which could seriously harm our business.

Our
performance is substantially dependent on the continued services of our
executive officers and key employees. Our long-term success will depend on our
ability to recruit, retain and motivate highly skilled personnel. Competition
for such personnel is intense. We have at times experienced difficulties in
recruiting qualified personnel, and we may experience difficulties in the
future. The inability to attract and retain necessary technical and managerial
personnel could seriously harm our business, financial condition and results of
operations and our ability to achieve sufficient cash flow to service our
indebtedness.

Our management has
broad discretion over the use of capital raised.

We plan on
raising capital for working capital and to help pay off the outstanding
indebtedness and for general corporate purposes. Thus, management will have
broad discretion in allocating proceeds of any offering.

12

---



Our prior growth
rates may not be indicative of our future growth rates and should not be relied
upon.

You should not
consider prior growth rates in our revenue to be indicative of our future
operating results. The timing and amount of future revenues will depend on our
ability to add new ATM/POS terminals to the switch product. Our future
operating results will depend upon many other factors, including:

- the level of processing transactions and price competition,

- our success in expanding our business network and managing our growth,

- our ability to develop and market product enhancements and new products,

- the ability to hire additional employees, and

- the timing of such hiring and the ability to control costs.

We do not anticipate
paying cash dividends on our capital stock in the foreseeable future.

We do not
anticipate paying cash dividends in the foreseeable future. We currently intend
to retain our future earnings, if any, to fund the growth of our business.

ITEM 1B UNRESOLVED STAFF COMMENTS

As a smaller
reporting Company, the Company is not required to include this Item.

ITEM 2.
DESCRIPTION OF PROPERTIES

Principal Offices and Other Property

Our property
holdings are as follows:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | 2140 Pegasus
  Way N.E. Calgary, Alberta T2E 8M5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Effective
  March 15, 2004, we consolidated all of our business operations into an 8,356
  square foot facility in the northeast industrial area of Calgary just minutes
  from the Calgary International Airport. We leased this property at a rate of
  $12,619 CDN per month including operating expenses, plus applicable taxes.
  This facility houses our administrative headquarters, Vencash Capitals
  operations, service and administrative center, Westsphere Systems and E-Debit.
  On June 6, 2006, we renewed the lease for an additional five (5) years
  commencing on March 14, 2007 and ending on March 14, 2012.

ITEM 3. LEGAL PROCEEDINGS

We have been a
party to legal proceedings which have arisen in our normal course of business.
We are presently involved in the following material litigation:

| |                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Ontario
  Superior Court of Justice  Action No. 2940-04SR Peter Gregory
  (Plaintiffs/Defendant by Counterclaim) vs. Vencash Capital Corporation
  (Defendants/Plaintiff by Counterclaim)

On May 28,
2004, Peter Gregory, a Vencash Capital distributor and agent, filed a claim for
wrongful dismissal in the Ontario Superior Court of Justice against Vencash
Capital for $260,000 (CDN). On July 30, 2004, Vencash Capital filed a Statement
of Defence and Counterclaim in the amount of $1,600,000 for breach of contract,
breach of confidence, breach of fiduciary duties, interference with economic
relations, damages for inducing breach of contract and punitive damages. We
believe Mr. Gregorys claim to be without merit and have not accrued a
liability for the claim. This matter is still in the Discovery mode and
continuing dialogue & documents are being exchanged between our legal
counsel & Gregorys counsel. No court dates or Hearing dates have yet been
set. As of April 2009, the court actions and negotiation with Peter Gregory
have been terminated with the withdrawal of the company lawyer. No further
actions were filed by either party.

Vencash is
involved in other civil claims which have arisen in our normal course of
business. These claims are of minor issues and will not cause any significant
material changes to the business.

13

---



Investment Policies

We do not have
any investments in real estate, real estate mortgages or securities involving
real estate.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS

There were no
matters submitted to the shareholders during the fourth quarter of our 2008
fiscal year. The Annual Meeting of Shareholders was held on December 06, 2008.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Effective
April 01, 2005, our common stock was trading on the OTCBB under the symbol
WSHE. Our preferred shares are non-trading and voting is vested with the
Board of Directors.

We approved
twenty (20) to one (1) rollbacks at the shareholder meeting held January 22,
2005 which took effect on April 1, 2005. Consequently, the following highs and
lows are affected by the rollback:

|            |  |  |      |       |     |   |       | 
|----------- |  |  | ---- | ----- | --- | - | ----- | 
|2008        |  |  | High |       | Low |  
|            |  |  |      |       |     |  
|            |  |  |      |       |     |   |       | 
|1st Quarter |  |  | $    | 0.290 |     | $ | 0.290 | 
|2nd Quarter |  |  | $    | 0.200 |     | $ | 0.200 | 
|3rd Quarter |  |  | $    | 0.140 |     | $ | 0.140 | 
|4th Quarter |  |  | $    | 0.080 |     | $ | 0.075 | 

|            |  |  |      |       |     |   |       | 
|----------- |  |  | ---- | ----- | --- | - | ----- | 
|2007        |  |  | High |       | Low |  
|            |  |  |      |       |     |  
|            |  |  |      |       |     |  
|1st Quarter |  |  | $    | 1.100 |     | $ | 0.970 | 
|2nd Quarter |  |  | $    | 0.660 |     | $ | 0.590 | 
|3rd Quarter |  |  | $    | 0.532 |     | $ | 0.525 | 
|4th Quarter |  |  | $    | 0.330 |     | $ | 0.320 | 

These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.

As of March
31, 2009, we had two hundred and eighty-three (283) shareholders of record of our
common stock and one hundred sixty (160) shareholders of record of our
preferred stock.

No dividends
on outstanding common or preferred stock have been paid within the last two (2)
fiscal years or during any interim periods. We do not anticipate or intend to
pay any dividends in the foreseeable future.

14

---



Securities
Authorized for Issuance under Equity Compensation Plans

|                                                                 |  |                                                                                                  |         |                                                                                       |   |                                                                                                                                                                     |  |  |   | 
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ | ------- | ------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | - | 
|Plan Category                                                    |  | Number of securities to be issued upon
  exercise of outstanding options, warrants and rights(a) |         | Weighted-average exercise price of
  outstanding options, warrants
  and rights
  (b) |   | Number of securities
  remaining available
  for future issuance
  under equity
  compensation plans
  (excluding securities
  reflected in column
  (a)) (1)
  (c) | 
|                                                                 |  |                                                                                                  |         |                                                                                       |   |                                                                                                                                                                     | 
|                                                                
|Equity compensation plans approved by
  security holders         |  |                                                                                                  | 0       |                                                                                       |   | 0                                                                                                                                                                   |  |  | 0 | 
|                                                                 |  |                                                                                                  |         |                                                                                       |   |                                                                                                                                                                     |  |  |   | 
|                                                                 |  |                                                                                                  |         |                                                                                       |   |                                                                                                                                                                     |  |  |   | 
|Equity compensation plans not approved by
  security holders (1) |  |                                                                                                  | 214,583 |                                                                                       | $ | 193,421                                                                                                                                                             |  |  | 0 | 
|                                                                 |  |                                                                                                  |         |                                                                                       |   |                                                                                                                                                                     |  |  |   | 
|                                                                 |  |                                                                                                  |         |                                                                                       |   |                                                                                                                                                                     |  |  |   | 
|Total                                                            |  |                                                                                                  | 214,583 |                                                                                       | $ | 193,421                                                                                                                                                             |  |  | 0 | 
|                                                                 |  |                                                                                                  |         |                                                                                       |   |                                                                                                                                                                     |  |  |   | 

(1) The Board
of Directors adopted the Westsphere Asset Corporation 2004 Stock Option and
Stock Award Plan. The Plan is administered by the Companys President, Mr.
Douglas Mac Donald. The maximum number of shares of the Common Stock that may
be optioned or awarded under this Plan is 7,500,000 shares, subject to
adjustment as provided in the Plan. No Participant shall receive, over the term
of this Plan, awards of free trading stock and restricted stock, awards in the
form of stock appreciation rights or options, whether incentive stock options
or options other than incentive stock option, to purchase more than 20 percent
of the total shares of Common Stock authorized for issuance under the Plan.

ITEM 6 - SELECTED FINANCIAL DATA

As a smaller
reporting Company, the Company is not required to include this Item.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Westsphere and
its subsidiaries generated a net loss of $650,868 from operations for the
twelve month period ending December 31, 2008. During the period of operations
ending December 31, 2007, Westsphere and its subsidiaries generated a net loss
of $314,427. The increase in year 2008s net loss of $336,441 over the previous
year was primarily due to a significant decrease in gross profit of $320,841 or
19.68%, a decrease in interest income of $8,544, an increase in interest
expense of $42,970, increase in other expenses of $86,109, and a decrease in
provision for income taxes of $89,652 was due to valuation allowance. The
increase in net loss is partially offset against a significant decrease in
legal and accounting fees of $116,800, a decrease in travel, delivery and
vehicle expenses of $65,770, and a decrease in salaries and benefits of $19,855
over the same period from the previous year.

The decrease
in gross profit was primarily caused by a decrease in residual and interchange
income and a decrease in equipment and supplies sales.

The decrease
in residual and interchange income was caused by a decrease in the number of
placements of ATMs in the latter part of year 2007 to present. The decrease in
the number of placements was due to Westspheres subsidiary Vencash no longer
having the finance/lease program available offered by an ATM supplier to place
more ATMs in the market place at a lower cost. This is due to changes within
the organization of a major Vencash ATM supplier, equipment and supply
agreements along with related transaction processing agreements signed in the
latter part of year 2006 that are presently in dispute. In addition, according
to Canadian Interac data, the number of transactions using an ATM other than
the cardholders institution has dropped from 375 million in 2001 to 285
million in 2006 and the number of shared ATMs increased by 4% but the number of
shared cash dispensing decreased by 6.5%.

15

---



The decrease
in net of equipment and supplies sales was due to Westspheres subsidiary
Vencash Capital Corporation mainly focusing on the placement, and finance/lease
program offered by an ATM supplier in year 2006. The finance/lease program
provides Vencash Capital an opportunity to place more ATMs in the marketplace
at a lower cost. However, as mentioned above, the finance/lease program offered
by an ATM supplier is currently under dispute. The dispute with the ATM
supplier is an ongoing matter with no further agreement in place. This has
resulted in a requirement to find additional financial resources related to
growth in its ATM business and to determine whether or not Vencashs current
ATM equipment supplier can meet the upgrade requirements as set forth in
regards to meeting ongoing regulatory compliance.

A significant
decrease in interest income was mainly caused by the sale of the sales-type
lease contract in November 2006 and the mortgage receivable was paid in full on
April 1, 2007. Therefore, no interest income was earned.

The increase
in interest expense was due to Westsphere entering into two new loan agreements
during year 2007 totaling $188,918 ($231,000 CDN), bearing interest at 12% per
annum, blended monthly payments of interest only of $1,889 ($2,310 CDN). The
purpose of these loans is to supply vault cash to Westspheres wholly owned
subsidiary Vencashs customers ATM equipment and site locations. Westsphere
also committed to pay $1,227 ($1,500 CDN) interest per month to an investor who
provides vault cash to Westspheres subsidiary Vencashs customers ATM
equipment and site locations. Revenue from these funds will be generated from
surcharge transactions. In January 2008, Westsphere entered into a new loan
agreement with Westspheres Vice President totaling $44,980 ($55,000 CDN),
bearing interest at 12% per annum, blended monthly payments of interest only of
$450 ($550 CDN). As of December 31, 2008, the balance is $36,313 ($44,402 CDN).
The purpose of the loan is to purchase ATM parts and accessories.

An increase in
other expenses was primarily caused by the written off of bad debt of $93,174
and partially offset against the decrease in related to various general and
administrative expenses of $7,065.

The
significant decrease in legal and accounting fees of $116,800 was primarily due
to the recording of the annually and quarterly audit fees in the same period
from the previous year. The prior years legal and accounting fees include the
annual audit fee for year ending December 31, 2005, accrued annual and
quarterly audit fees for the year ending December 31, 2006, and two quarterly
audit fees accrued for the year 2007.

A decrease in
travel, delivery and vehicle expenses was caused by a decrease in number of
placement of ATMs in the marketplace. The decrease in the number of placements
was due to Westspheres subsidiary Vencash no longer having the finance/lease
program available offered by an ATM supplier to place more ATMs in the market
place at a lower cost. This is due to changes within the organization of a
major Vencash ATM supplier, equipment and supply agreements along with related
transaction processing agreements signed in the latter part of year 2006 that
are presently in dispute.

To this date,
808 ATM and 480 POS sites are being processed between two switches. There was
no change in operations during the year 2008 as compared to prior year.

Westsphere and
its subsidiaries currently on the border of generate sufficient revenues to
meet overhead needs. This is due to Westspheres subsidiary Vencash
experiencing a steady decrease in gross profit; specifically in the residual
and interchange income over the past two year. In order to meet its growth plan,
Westsphere will continue to be dependent on equity funds raised, joint venture
arrangements and/or loan proceeds. Westsphere believes that it will continue as
a going concern with the present revenues from its subsidiary Vencash but it
would be unable to meet its market growth projections without further funding
outside of the ongoing revenue from the operations of Vencash.

In order for
Westspheres subsidiaries to remain competitive in the marketplace, Westsphere,
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. Westsphere 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 Westspheres direct entry into new and emerging
markets such as card management and processing.

Westsphere is unable
to continue supporting the switch development project where it has funded the
start up costs. As mentioned above, this is due to Westspheres subsidiary
Vencash experiencing a steady decrease in the residual and interchange income
over the past two year. As of December 31, 2008, Westsphere has raised total
$369,129 ($451,653 CDN) for the switch development project. The funds are
advanced by Westspheres President of $208,348 ($254,757 CDN),Westspheres Vice
President of $81,300 ($99,410 CDN), and Westspheres arms-length directors of
$79,481 ($97,486 CDN). These advances are not a demand loan. Westsphere will
continue to be dependent on equity funds raised, joint venture arrangements
and/or loan proceeds to fund the switch development project.

16

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The switch
development project is in the final phase where the testing of the systems has
been completed at the end of December 2008. As of March 2009, 146 ATMs were
under Westsphere Systems processing.

In order to
grow Westspheres businesses in ATM machines and in POS machines, Westsphere is
dependent upon private placements, loans and/or joint venture arrangements. The
profits are expected to be generated by the interchange and surcharges
collected from ATM and POS machines and the sale of ATM and POS machines.

In January
2009, the board after reviewing the business operations of its wholly owned
subsidiary E-Debit International Inc. have determined that it is in the best
financial interests of the Corporation to sell all of the issued and
outstanding shares of E-Debit International Inc. to the Corporations wholly
owned subsidiary Westsphere Systems Inc. for the total cash purchase price of
one hundred ($100) dollars in Canadian funds. The completion of the transaction
is expecting to be completed by the second quarter of year 2009.

In January
2009, the board after reviewing the business operations of its wholly owned
subsidiary Vencash Capital Corporation and Westsphere Systems Inc. have
determined that it is in the best financial interests of the Corporation to
consolidate the ATM processing and business operations with the assignment of
ATM related processing agreements from Vencash Capital Corporation to
Westsphere Systems Inc. and a net book value consolidation and transfer of the
ATM related capital assets of Vencash Capital Corporation to Westsphere Systems
Inc. under a purchase and sale agreement to be offset against receivable and
payables due to Westsphere Systems Inc. The completion of the transition is
expecting to be completed by the second quarter of the year 2009.

In January
2009, the boards have resolved to dissolve its wholly owned subsidiary Kan-Can
Resorts Ltd. as there is no a further business operation or remaining value.
The purpose of the dissolution is to reduce the audit and legal costs.

Changes in Financial
Position

During fiscal
year 2007, total assets increased to $1,546,748 primarily due to an increase in
accounts receivable of $190,120, an increase in accounts receivable  related
parties of $28,093, an increase in inventory of $45,593, an increase in prepaid
expense and deposit of $45,737, an increase in property and equipment, net of
depreciation of $100,533, and an increase in intellectual property of $36,939.
The increased is partially offset against a decrease in mortgage receivable of
$61,291 and a decrease in cash of $201,688.

The increase
in accounts receivable of $190,120 is primarily consist of $239,308 ($235,000
CDN) notes receivable bearing interest at 0% per annum, requiring no monthly
payments. The Company can demand funds be returned at anytime. The purpose of
these notes receivable are to supply vault cash to Westspheres wholly owned
subsidiary Vencashs customers ATM equipments and site locations. Revenue from
these notes is generated from surcharge transactions. The increase in notes
receivable is partially offset against a decreased in operating receivable of
$49,188.

The increase
in accounts receivable related parties was caused by the sale of ATM and ATM
parts to an officer 100% owned company. These transactions are in the normal
course of operations and on terms and conditions that are similar to those of
transactions with unrelated parties.

The increase
in inventory is caused by the purchase of inventory for resale/lease and
upgrade kits for ATMs to maintain adequate levels of inventory on hand at year
end.

The increase
in prepaid expense and deposit was primarily caused by a prepayment to ACI
Worldwide Inc. of $45,000 ($41,085 CDN). In October 2007, Westsphere Asset
Corporation, Inc. through its subsidiary companies Vencash Capital Corporation
and Westsphere Systems Inc. have commenced an agreement with ACI Worldwide Inc.
for the enablement of Westsphere Systems Inc to become a new ATM/POS acquirer
(Switch) in the Canadian marketplace and in association with Canadian
electronic payment network, Interac which Westsphere Systems Inc. is an
indirect connect member.

The increase
in property and equipment, net of depreciation, was caused by the purchase of
used ATMs from investors at below market costs and an exercised early buyout on
the leased ATMs.

The increase
in intellectual property was caused by the switch development project with ACI
Worldwide Inc. The project is expecting to complete by May 2008.

17

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The increase
is partially offset against a decrease in cash of $201,688; a decrease in
current portion of mortgage receivable of $48,361; and a decrease in mortgage
receivable of $12,930. Banff Gate Mountain Resort Ltd., the mortgagee, has
exercised their option to pay the mortgage in full on April 1, 2007.

As of December
31, 2007, Westspheres current liabilities consisted of accounts payable of
$504,886, current portion of loans of $113,034, and accounts payable to related
parties of $178,350. Accounts payable includes a payable of $26,076 to
suppliers for the purchase of ATM machines and POS machines; $179,423 is
payable for the return of surcharge and interchange; legal and accounting fees
of $119,079; accrued vacation payable of $44,066, and $136,242 due for
consulting services, office expenses and various other general fees and
charges.

Accounts
payable to related parties consists of Officers and Directors bonuses payable
carried forward from year 2002 in the amount of $68,348, a loan advanced from
Westspheres President in the amount of $46,317, a loan advanced from Vencashs
President in the amount of $12,769, and a cash advance from Westspheres Vice
President in the amount of $50,916 which was repaid in January 2008.

Long term
liabilities as at December 31, 2007 consisted of a shareholder loans totaling
$264,310, and loans payable, less current portion of $324,633. Westspheres
shareholder loans related to TRAC of $213,393 has an interest rate of 18% per
annum. This is a demand loan. The remaining balance of shareholder loans total
$50,917 with no specific terms of repayment.

Westspheres
subsidiary Vencash entered into two loan agreements with its major ATM supplier
in July of 2006. The first loan agreement of $161,249 ($188,080 CDN) bearing
interest at 6% per annum requires blended monthly payments of principal and
interest of $4,452 to March 2009. As of December 31, 2007, the balance is
$100,446 ($98,638 CDN). The second loan agreement of $36,226 (42,254 CDN),
bearing interest at 18% per annum, requires blended monthly payments of
principal and interest of $1,041 to July 2011; with a final payment of $90 in
August 2011. These two loan payables are classified under current liabilities
as an operating payable at the time of filing the 10KSB 2006. These two loans
were converted into a formal loan payable during the first quarter of 2007. As
of December 31, 2007, the balance is $37,997 ($37,313 CDN). These loans are
reflected in the accompanying consolidated balance sheet as loans payable, less
current portion.

In May 2007,
Westspheres subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $820 ($869 CDN) to May 2012; with a final
payment of $90 in May 2012. As of December 31, 2007, the balance is $31,792
($31,220 CDN). This loan is reflected in the accompanying consolidated balance
sheet as loans payable, less current portion.

In June 2007,
Westspheres subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $820 ($869 CDN) to June 2012; with a
final payment of $90 in June 2012. As of December 31, 2007, the balance is
$32,195 ($31,616 CDN). This loan is reflected in the accompanying consolidated
balance sheet as loans payable, less current portion.

In September
2007, Westspheres subsidiary Vencash entered into a loan agreement totaling
$100,715 ($100,000 CDN) with an external arms-length investor, bearing interest
at 12% per annum, blended monthly payments of interest only of $1,007 ($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 Westspheres wholly owned subsidiary Vencashs
customers ATM equipment and site locations. As of December 31, 2007, the
balance is $101,833 ($100,000 CDN). This loan is reflected in the accompanying
consolidated balance sheet as loans payable, less current portion.

On November 5,
2007, Westspheres subsidiary Westsphere Systems Inc. raised $133,401 ($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 $1,334
($1,310 CDN) to October 2009, with an automatic extension for a further 12
month term. As of December 31, 2007, the balance is $133,404 ($131,000 CDN).
This loan is reflected in the accompanying consolidated balance sheet as loans
payable, less current portion.

Shareholders
equity as of December 31, 2007 was $161,535, inclusive of an accumulated loss
from operations of $1,949,801, as compared to shareholders equity of $366,772
as of the same date from the previous year. The decrease in shareholders
equity of $205,237 was primarily due the current year deficit of $314,427 and
partially offset against an increase in common stock issued of $49,699.

In January
2007, the Corporation executed a share exchange agreement with non-affiliated
third party TRAC shareholders to exchange a total of 24,142 shares at $1.62 CDN
per share of the Corporations common stock in exchange for a nineteen (19%)
percent interest in TRAC POS and affiliated TRAC shareholders, Jack Thomson and
Brett Border to exchange a total of 6,916 shares at $1.62 CDN per share of the
Corporations common stock in exchange for a twelve (7%) percent interest in
TRAC POS Processing Inc. Mr. Thomson is a member of Westspheres Board of
Directors and Mr. Border is the President of Vencash Capital Corporation and
Trac POS Processing Inc. This share exchange resulted in Westsphere holding an
82% majority shareholder position in TRAC. (See
-Business of TRAC POS Processing Inc. below.)

18

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On March 8,
2007, 10,025 common shares issued to Westspheres Vice President, Robert L.
Robins who exercised a portion of his 2002 options at $0.70 per common share.

Total issued
and outstanding share capital as of the year ending December 31, 2006 was
551,702 common shares and 1,416,143 preferred shares as compared to a total of
592,785 common shares and 1,416,143 preferred shares as of December 31, 2007.

During fiscal
year 2008, total assets decreased to $971,636 primarily due to the decrease in
currency exchange rates of $0.24231 as compared with prior year, a decrease in
accounts receivable of $235,041, and a decrease in deferred tax benefits of
$55,866. The decreased is partially offset against an increase in intellectual
property of $107,541.

The currency
exchange rate as of December 31, 2008 was 1US dollar = 1.22275 Canadian dollar
as compared to currency exchange rate of 1US dollar = 0.98044 Canadian dollar
as of the same date from the previous year; the decrease in currency exchange
rate of 0.24231.

The decrease
in accounts receivable of $235,041 is primarily consist of a collection of
accounts receivable of $77,401 and $157,640 as allowance for doubtful account.

The increase
in intellectual property of $107,541 was caused by the switch development
project with ACI Worldwide Inc. The project is in the final phase where the
testing of the systems has been completed at the end of December 2008. The
production date of the project has been commenced in January 2009.

As of December
31, 2008, Westspheres current liabilities consisted of accounts payable of
$465,784, current portion of loans of $85,662, and accounts payable to related
parties of $485,768. Accounts payable includes a payable of $18,092 to
suppliers for the purchase of ATM machines and POS machines; $165,602 is
payable for the return of surcharge and interchange; legal and accounting fees
of $121,133; accrued vacation payable of $36,037; and $124,920 due for
consulting services, office expenses and various other general fees and
charges.

Accounts
payable to related parties consists of Officers and Directors bonuses payable
carried forward from year 2002 in the amount of $54,891 ($67,118 CDN), a loan
advanced from Westspheres President in the amount of $270,096 ($330,259 CDN),
a loan advanced from Westspheres Vice President in the amount of $81,300
($99,410 CDN), and a loan advance from Westspheres arms-length directors in
the amount of $79,481 ($97,186 CDN).

Long term
liabilities as at December 31, 2008 consisted of a shareholder loans totaling
$205,363, and loans payable, less current portion of $188,918. Westspheres
shareholder loans related to TRAC of $164,471 has an interest rate of 18% per
annum. This is a demand loan. The remaining balance of shareholder loans total
$40,892 with no specific terms of repayment.

Westspheres
subsidiary Vencash entered into two loan agreements with its major ATM supplier
in July of 2006. The first loan agreement, bearing interest at 6% per annum,
requires blended monthly payments of principal and interest of $4,452 to March
2009. As of December 31, 2008, the balance is $19,113 ($23,371 CDN). The second
loan agreement, bearing interest at 18% per annum, requires blended monthly
payments of principal and interest of $985 ($1,204 CDN) to July 2011; with a
final payment of $90 in August 2011. As of December 31, 2008, the balance is
$23,643 ($28,910 CDN). These loans are reflected in the accompanying
consolidated balance sheet as loans payable, less current portion.

In May 2007,
Westspheres subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $711 ($869 CDN) to May 2012; with a final
payment of $90 in May 2012. As of December 31, 2008, the balance is $21,260
($25,995 CDN). This loan is reflected in the accompanying consolidated balance
sheet as loans payable, less current portion.

In June 2007,
Westspheres subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $711 ($869 CDN) to June 2012; with a
final payment of $90 in June 2012. As of December 31, 2008, the balance is
$21,646 ($26,468 CDN). This loan is reflected in the accompanying consolidated
balance sheet as loans payable, less current portion.

In September
2007, Westspheres subsidiary Vencash entered into a loan agreement totaling
$81,783 ($100,000 CDN) with an external arms-length investor, bearing interest
at 12% per annum, blended monthly payments of interest only of $818 ($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 Westspheres wholly owned subsidiary Vencashs
customers ATM equipment and site locations. As of December 31, 2008, the
balance is $81,783 ($100,000 CDN). This loan is reflected in the accompanying
consolidated balance sheet as loans payable, less current portion.

19

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On November 5,
2007, Westspheres subsidiary Westsphere Systems Inc. raised $107,135 ($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 $1,071
($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.
As of December 31, 2008, the balance is $107,135 ($131,000 CDN). This loan is
reflected in the accompanying consolidated balance sheet as loans payable, less
current portion.

Shareholders
equity as of December 31, 2008 was negative $459,859, inclusive of an
accumulated loss from operations of $2,600,669, as compared to shareholders
equity of $161,535 as of the same date from the previous year. The decrease in
shareholders equity of $621,394 was primarily due the current year deficit of
$650,868 and partially offset against an increase in accumulated other
comprehensive income of $29,474.

In September
2008, Westsphere cancelled 84 common shares.

In October
2008, Westpheres President exercised his option to convert 975 common shares
to preferred shares.

Total issued
and outstanding share capital as of the year ending December 31, 2007 was
592,785 common shares and 1,416,143 preferred shares as compared to a total of
591,726 common shares and 1,417,118 preferred shares as of December 31, 2008.

Liquidity

Westsphere was
able to raise $188,918 ($231,000 CDN) from the collection of loans payable in
the latter part of year 2007. The cash is used for circulation in Vencashs
owned ATMs of $81,782 ($100,000 CDN) and $107,136 ($131,000 CDN) is used for
the switch development.

Westsphere was
able to raise $430,877 ($526,855 CDN) from directors and officers in year 2008:
A loan advanced from Westspheres President in the amount of $270,096 ($330,259
CDN), a loan advanced from Westspheres Vice President in the amount of $81,300
($99,410 CDN), and a loan advance from Westspheres arms-length directors in
the amount of $79,481 ($97,186 CDN). The cash is used to support the switch
development project.

Westsphere did
not raise funds last year to facilitate Vencash Capital growth opportunities
due to the condition of Corporations financial market.

Westsphere
expects that its need for liquidity will increase in 2009 in anticipation of
expending funds to develop its growth and upgrade plan. The need is due to the
finance/lease requirements to replace an aged estate of ATM equipment which is
under VenCash management and/or ownership. Due to changes within the organization
of a major Vencash ATM supplier, equipment and supply agreements along with
related transaction processing agreements signed in the latter part of year
2006 are presently in dispute. This has resulted in a requirement to find
additional financial recourses related to growth in its ATM business and to
determine whether or not Vencashs current ATM equipment supplier can meet the
upgrade requirements as set forth in regards to meet ongoing regulatory
compliance.

Short Term

On a short
term basis, Westsphere and its subsidiaries are currently on the border of
generating sufficient revenues to meet overhead needs. This is due to
Westspheres subsidiary Vencash experiencing a steady decrease in gross profit;
specifically in the residual and interchange income over the past two years.
The Company has incurred net losses for the years ended December 31, 2008 and
2007, and as of December 31, 2008, had a working capital deficit of $445,656
and an accumulated deficit of $459,859. These conditions 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.

Furthermore,
Westspheres 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 $485,768 as this liability is owed to internal officers and
directors. Westsphere believes that the Corporations subsidiaries upon
restructuring, reorganization and consolidation combined with continued
investment from related parties and outside investors will continue to produce
sufficient ongoing funding to meet its current and future financial
requirements.

20

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In order to
meet its growth plan, Westsphere will continue to be dependent on equity funds
raised, joint venture arrangements and/or loan proceeds. Westsphere believes
that it will continue as a going concern with the present revenues from its
subsidiary Vencash Capital Corporation, but it would be unable to meet its
market growth projections without further funding outside of the ongoing
revenue from operations of Vencash.

Westspheres
current assets of $591,558 are lower than its current liabilities of $1,037,214
as at the year ending December 31, 2008. The current liabilities include the
accounts payable to related parties of $485,768 which consist of Officers and
Directors bonuses payable carried forward from year 2002 in the amount of
$54,891 ($67,118 CDN), a loan advanced from Westspheres President in the
amount of $270,096 ($330,259 CDN), a loan advanced from Westspheres Vice
President in the amount of $81,300 ($99,410 CDN), and a loan advance from
Westspheres arms-length directors in the amount of $79,481 ($97,186 CDN).

Long Term

Westsphere,
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. Westsphere 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 Westspheres direct entry into new and emerging markets such
as card management and processing. To fund the switch development project,
Westsphere will continue to be dependent on equity funds raised, joint venture
arrangements and/or loan proceeds.

As mentioned
above, Westsphere believes that the Corporations subsidiaries upon
consolidation combined with continued investment from related parties and
outside investors will continue to produce sufficient ongoing funding to meet
its current and future financial requirements. The Corporation also will
continue its plan to sell some of its business operations to its current
distribution network participants and/or non-related parties in order to
maximize the financial potential of those assets.

Capital Resources

The primary
capital resources of Westsphere are its consolidated business operations as
well as equity funds raised, joint venture arrangements and/or loan proceeds.

Item 7A. Quantitative and Qualitative
Disclosures About Market Risk

As a Smaller
Business Issuer, Westsphere is not required to include this Item.

ITEM 8. FINANCIAL STATEMENTS

21

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WESTSPHERE ASSET CORPORATION, INC.

CONSOLIDATED FINANCIAL STATEMENTS

with

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

December 31, 2008

|                                                                                                                                      |  |            
|------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                                                      |  | Page       
|                                                                                                                                      |  |            
|Report of Independent Registered Public
  Accounting Firm                                                                             |  | F-2        
|                                                                                                                                      |  |            
|Consolidated Financial Statements:                                                                                                    |  |            
|                                                                                                                                      |  |            
|Consolidated Balance Sheets at December 31,
  2008 and 2007                                                                           |  | F-3        
|                                                                                                                                      |  |            
|Consolidated Statements of Operations for
  the Years Ended December 31, 2008 and 2007                                                |  | F-4        
|                                                                                                                                      |  |            
|Consolidated Statement of Changes in
  Stockholders Equity (Deficit) for the Period from January 1, 2007 through
  December 31, 2008 |  | F-5        
|                                                                                                                                      |  |            
|Consolidated Statements of Cash Flows for
  the Years Ended December 31, 2008 and 2007                                                |  | F-6        
|                                                                                                                                      |  |            
|Notes to Consolidated Financial
Statements                                                                                            |  | F-7 to F-15

F-1

---



Report of Independent Registered Public
Accounting Firm

To the Board
of Directors and Shareholders:
Westsphere Asset Corporation, Inc.

We have
audited the accompanying consolidated balance sheets of Westsphere Asset
Corporation, Inc. as of December 31, 2008 and 2007, and the related
consolidated statements of operations, changes in shareholders equity
(deficit), and cash flows for the years ended December 31, 2008 and 2007. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Westsphere Asset Corporation, Inc.
as of December 31, 2008 and 2007, and the results of their operations and cash
flows for the years ended December 31, 2008 and 2007, in conformity with
accounting principles generally accepted in the United States of America.

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the financial statements, the
Company has suffered recurring losses, has a working capital deficit at
December 31, 2008, and has an accumulated deficit of $459,859 as of December
31, 2008. These factors and others discussed in Note 13 raise substantial doubt
about the Companys ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue in
existence.

/s/ Cordovano and Honeck LLPCordovano and
Honeck LLP
Englewood, Colorado
May 14, 2009

F-2

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WESTSPHERE ASSET CORPORATION, INC.Consolidated Balance Sheets 
December 31, 2008 and 2007

|                                                                                                                                                                  |  |      |            |      |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                                                                                                                                  |  | 2008 |            | 2007 |  
|                                                                                                                                                                  |  |      |            |      |  
|ASSETS                                                                                                                                                            |  |      |            |      |   |            |  
|CURRENT ASSETS                                                                                                                                                    |  |      |            |      |   |            |  
|Cash                                                                                                                                                              |  | $    | 87,880     |      | $ | 211,710    |  
|Accounts receivable net of allowance for
  doubtful accounts of $157,640 and $88,258                                                                              |  |      | 248,893    |      |   | 483,934    |  
|Accounts receivable  related
parties                                                                                                                             |  |      | 5,416      |      |   | 39,656     |  
|Inventory                                                                                                                                                         |  |      | 192,962    |      |   | 264,027    |  
|Prepaid expense and deposit                                                                                                                                       |  |      | 56,407     |      |   | 62,839     |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Total current assets                                                                                                                                              |  |      | 591,558    |      |   | 1,062,166  |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Property and equipment, net of depreciation                                                                                                                       |  |      | 223,797    |      |   | 377,986    |  
|Note receivable                                                                                                                                                   |  |      | 9,512      |      |   | 11,502     |  
|Deferred Costs                                                                                                                                                    |  |      | 146,769    |      |   | 39,228     |  
|Deferred tax benefits                                                                                                                                             |  |      |           |      |   | 55,866     |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Total assets                                                                                                                                                      |  | $    | 971,636    |      | $ | 1,546,748  |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|LIABILITIES AND
  STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                  |  |      |            |      |   |            |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|CURRENT LIABILITIES                                                                                                                                               |  |      |            |      |   |            |  
|Accounts payable and accrued expenses                                                                                                                             |  | $    | 465,784    |      | $ | 504,886    |  
|Current portion of loans                                                                                                                                          |  |      | 85,662     |      |   | 113,034    |  
|Accounts payable, related parties                                                                                                                                 |  |      | 485,768    |      |   | 178,350    |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Total current liabilities                                                                                                                                         |  |      | 1,037,214  |      |   | 796,270    |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Shareholder loans                                                                                                                                                 |  |      | 205,363    |      |   | 264,310    |  
|Loans payable, less current portion                                                                                                                               |  |      | 188,918    |      |   | 324,633    |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Total liabilities                                                                                                                                                 |  |      | 1,431,495  |      |   | 1,385,213  |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Minority interest in subsidiaries                                                                                                                                 |  |      |           |      |   |           |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                     |  |      |           |      |   |           |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                    |  |      |            |      |   |            |  
|Preferred stock  authorized 75,000,000
  shares, no par value, 1,417,118 shares issued and outstanding at December 31,
  2008 and 1,416,143 at December 31, 2007 |  |      | 1,400,855  |      |   | 1,400,719  |  
|Common stock - authorized 75,000,000
  shares, no par value;591,726 shares issued and outstanding at December 31,
  2008 and 592,785 at December 31, 2007         |  |      | 558,824    |      |   | 558,960    |  
|Accumulated other comprehensive income                                                                                                                            |  |      | 181,131    |      |   | 151,657    |  
|Accumulated deficit                                                                                                                                               |  |      | (2,600,669 | )    |   | (1,949,801 | )
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Total stockholders equity (Deficit)                                                                                                                              |  |      | (459,859   | )    |   | 161,535    |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|                                                                                                                                                                  |  |      |            |      |   |            |  
|Total liabilities and stockholders equity
  (Deficit)                                                                                                            |  | $    | 971,636    |      |   | 1,546,748  |  
|                                                                                                                                                                  |  |      |            |      |   |            |  

F-3

---



WESTSPHERE ASSET CORPORATION, INC. Consolidated Statements of Operations 
For the Years Ended December 31, 2008 and 2007

|                                                |  |      |           |      |   |           |  
|----------------------------------------------- |  | ---- | --------- | ---- | - | --------- | -
|                                                |  | 2008 |           | 2007 |  
|                                                |  |      |           |      |  
|Revenue -                                       |  |      |           |      |   |           |  
|Equipment and supplies                          |  | $    | 112,973   |      | $ | 289,736   |  
|Residual and interchange income                 |  |      | 3,664,213 |      |   | 4,060,481 |  
|Other                                           |  |      | 64,255    |      |   | 80,706    |  
|                                                |  |      |           |      |   |           |  
|Total revenue                                   |  |      | 3,841,441 |      |   | 4,430,923 |  
|                                                |  |      |           |      |   |           |  
|                                                |  |      |           |      |   |           |  
|Cost of sales -                                 |  |      |           |      |   |           |  
|Equipment and supplies                          |  |      | 131,829   |      |   | 244,961   |  
|Residual and interchange costs                  |  |      | 2,234,999 |      |   | 2,418,863 |  
|Other                                           |  |      | 164,783   |      |   | 136,428   |  
|                                                |  |      |           |      |   |           |  
|Total cost of sales                             |  |      | 2,531,611 |      |   | 2,800,252 |  
|                                                |  |      |           |      |   |           |  
|                                                |  |      |           |      |   |           |  
|Gross profit                                    |  |      | 1,309,830 |      |   | 1,630,671 |  
|                                                |  |      |           |      |   |           |  
|Operating expenses -                            |  |      |           |      |   |           |  
|Depreciation and amortization                   |  |      | 102,692   |      |   | 113,374   |  
|Consulting fees                                 |  |      | 163,479   |      |   | 177,537   |  
|Legal and accounting fees                       |  |      | 65,069    |      |   | 181,869   |  
|Salaries and benefits                           |  |      | 816,614   |      |   | 836,469   |  
|Travel, delivery and vehicle expenses           |  |      | 120,386   |      |   | 186,156   |  
|Currency exchange                               |  |      |          |      |   | (16,490   | )
|Other                                           |  |      | 550,017   |      |   | 463,908   |  
|                                                |  |      |           |      |   |           |  
|Total operating expenses                        |  |      | 1,818,257 |      |   | 1,943,823 |  
|                                                |  |      |           |      |   |           |  
|                                                |  |      |           |      |   |           |  
|Loss from operations                            |  |      | (508,427  | )    |   | (313,152  | )
|                                                |  |      |           |      |   |           |  
|Other income -                                  |  |      |           |      |   |           |  
|Interest income                                 |  |      | 2,531     |      |   | 11,075    |  
|Interest expense                                |  |      | (101,273  | )    |   | (58,303   | )
|                                                |  |      |           |      |   |           |  
|                                                |  |      |           |      |   |           |  
|Net loss before income taxes                    |  |      | (607,169  | )    |   | (360,380  | )
|                                                |  |      |           |      |   |           |  
|Provision for income taxes                      |  |      | (43,699   | )    |   | 45,953    |  
|                                                |  |      |           |      |   |           |  
|                                                |  |      |           |      |   |           |  
|Net loss                                        |  | $    | (650,868  | )    | $ | (314,427  | )
|                                                |  |      |           |      |   |           |  
|                                                |  |      |           |      |   |           |  
|Net loss per common share                       |  |      |           |      |   |           |  
|Basic                                           |  | $    | (1.1      | )    | $ | (.54      | )
|Fully Diluted                                   |  | $    | (1.1      | )    | $ | Nm        |  
|Weighted average number of shares
  outstanding |  |      |           |      |   |           |  
|Basic                                           |  |      | 592,513   |      |   | 584,569   |  
|Fully Diluted                                   |  |      | 592,513   |      |   | 2,000,712 |  
|                                                |  |      |           |      |   |           |  
|                                                |  |      |           |      |   |           |  
|Other comprehensive loss -                      |  |      |           |      |   |           |  
|Net loss                                        |  | $    | (650,868  | )    | $ | (314,427  | )
|Foreign currency translation adjustment         |  |      | 31,415    |      |   | 59,491    |  
|                                                |  |      |           |      |   |           |  
|Total comprehensive loss                        |  | $    | (619,453  | )    | $ | (254,936  | )
|                                                |  |      |           |      |   |           |  

F-4

---



WESTSPHERE ASSET CORPORATION, INC. Consolidated Statements of Changes in
Stockholders Equity (Deficit)
For the Years Ended December 31, 2008 and 2007

|                                                    |  |                 |           |              |   |             |  |             |         |            |   |           |   |       |         |  |   |            |   |   |          |  
|--------------------------------------------------- |  | --------------- | --------- | ------------ | - | ----------- |  | ----------- | ------- | ---------- | - | --------- | - | ----- | ------- |  | - | ---------- | - | - | -------- | -
|                                                    |  |                 |           |              |   | Foreign     |  |             |         |            |  
|                                                    |  | Preferred Stock |           | Common Stock |   | Currency    |  |             |         |            |  
|                                                    |  |                 |           |              |   | Translation |  | Accumulated |         |            |  
|                                                    |  | Shares          |           | Amount       |   | Shares      |  | Amount      |         | Adjustment |   | (Deficit) |   | Total |        
|                                                    |  |                 |           |              |   |             |  |             |         |            |   |           |   |       |        
|Balance, January 1, 2007                            |  |                 | 1,416,143 |              | $ | 1,400,719   |  |             | 551,702 |            | $ | 509,261   |   | $     | 92,166  |  | $ | (1,635,374 | ) | $ | 366,772  |  
|                                                    |  |                 |           |              |   |             |  |             |         |            |   |           |   |       |         |  |   |            |   |   |          |  
|Exercise of options                                 |  |                 |          |              |   |            |  |             | 10,025  |            |   | 7,017     |   |       |        |  |   |           |   |   | 7,017    |  
|Shares issued for acquisition of subsidiary
  stock |  |                 |          |              |   |            |  |             | 31,058  |            |   | 42,682    |   |       |        |  |   |           |   |   | 42,682   |  
|Net loss for the year ended December 31,
  2007     |  |                 |          |              |   |            |  |             |        |            |   |          |   |       | 59,491  |  |   | (314,427   | ) |   | (254,936 | )
|                                                    |  |                 |           |              |   |             |  |             |         |            |   |           |   |       |         |  |   |            |   |   |          |  
|                                                    |  |                 |           |              |   |             |  |             |         |            |   |           |   |       |         |  |   |            |   |   |          |  
|Balance, December 31, 2007                          |  |                 | 1,416,143 |              | $ | 1,400,719   |  |             | 592,785 |            | $ | 558,960   |   | $     | 151,657 |  | $ | (1,949,801 | ) | $ | 161,535  |  
|Cancellation of shares                              |  |                 |          |              |   |            |  |             | (84     | )          |   |          |   |       |        |  |   |           |   |   |         |  
|Exchange of common stock for preferred              |  |                 | 975       |              |   | 136         |  |             | (975    | )          |   | (136      | ) |       |        |  |   |           |   |   |         |  
|Net loss for the year ended December 31,
  2008     |  |                 |          |              |   |            |  |             |        |            |   |          |   |       | 31,415  |  |   | (290,236   | ) |   | (258,821 | )
|                                                    |  |                 |           |              |   |             |  |             |         |            |   |           |   |       |         |  |   |            |   |   |          |  
|Balance, December 31, 2008                          |  |                 | 1,417,118 |              | $ | 1,400,855   |  |             | 591,726 |            | $ | 558,824   |   | $     | 181,131 |  | $ | (2,600,669 | ) | $ | (459,859 | )
|                                                    |  |                 |           |              |   |             |  |             |         |            |   |           |   |       |         |  |   |            |   |   |          |  

F-5

---



WESTSPHERE ASSET CORPORATION, INC. Consolidated Statements of Cash Flows 
For the Years Ended December 31, 2008 and 2007

|                                            |  |      |          |      |   |          |  
|------------------------------------------- |  | ---- | -------- | ---- | - | -------- | -
|                                            |  | 2008 |          | 2007 |  
|                                            |  |      |          |      |  
|Cash flows from operating activities:       |  |      |          |      |   |          |  
|Net (loss) income from operations           |  | $    | (650,868 | )    | $ | (314,427 | )
|Reconciling adjustments -                   |  |      |          |      |   |          |  
|Depreciation and amortization               |  |      | 43,335   |      |   | 113,374  |  
|Other non-cash transactions                 |  |      | 89,285   |      |   | 51,303   |  
|Changes in operating assets and liabilities |  |      |          |      |   |          |  
|Accounts receivable                         |  |      | 239,353  |      |   | (159,998 | )
|Inventory                                   |  |      | 71,065   |      |   | (4,584   | )
|Prepaid expenses and other                  |  |      | (93,764  | )    |   | (88,545  | )
|Accounts payable and accrued liabilities    |  |      | (66,474  | )    |   | (57,817  | )
|                                            |  |      |          |      |   |          |  
|Net cash (used for) operations              |  |      | (122,721 | )    |   | (460,694 | )
|                                            |  |      |          |      |   |          |  
|                                            |  |      |          |      |   |          |  
|Cash flows from investing activities:       |  |      |          |      |   |          |  
|Purchase of equipment                       |  |      | (143,042 | )    |   | (282,867 | )
|Disposal of equipment                       |  |      | 32,662   |      |   | 71,907   |  
|Collections of loans receivable             |  |      | 1,990    |      |   | 72,915   |  
|                                            |  |      |          |      |   |          |  
|Net cash (used for) investing activities    |  |      | (108,390 | )    |   | (138,045 | )
|                                            |  |      |          |      |   |          |  
|                                            |  |      |          |      |   |          |  
|Cash flows from financing activities:       |  |      |          |      |   |          |  
|Exercise of options                         |  |      |         |      |   | 7,017    |  
|Proceeds from loans                         |  |      | 307,418  |      |   | 347,340  |  
|Repayments of loans                         |  |      | (194,662 | )    |   | (16,804  | )
|                                            |  |      |          |      |   |          |  
|Net cash provided by financing activities   |  |      | 112,756  |      |   | 337,553  |  
|                                            |  |      |          |      |   |          |  
|                                            |  |      |          |      |   |          |  
|Foreign currency translation adjustment     |  |      | (5,475   | )    |   | 59,498   |  
|                                            |  |      |          |      |   |          |  
|Net change in cash and cash equivalents     |  |      | (123,830 | )    |   | (201,688 | )
|Cash at beginning of year                   |  |      | 211,710  |      |   | 413,398  |  
|                                            |  |      |          |      |   |          |  
|Cash at end of year                         |  | $    | 87,880   |      | $ | 211,710  |  
|                                            |  |      |          |      |   |          |  
|                                            |  |      |          |      |   |          |  
|Supplemental
  schedules:                   |  |      |          |      |   |          |  
|Cash paid for interest                      |  | $    | 69,830   |      | $ | 15,394   |  
|Cash paid for income taxes                  |  | $    |         |      | $ | 9,359    |  

F-6

---



WESTSPHERE ASSET CORPORATION, INC. Notes to
the Consolidated Financial Statements 
For the Years Ended December 31, 2008 and 2007

Note 1  Organization and Principles of
Consolidation

Westsphere
Asset Corporation, Inc. (Company) was incorporated in Colorado on July 21, 1998
as Newslink Networks TDS, Inc. and changed its name to Westsphere Asset
Corporation Inc. on April 29, 1999.

The Companys
primary business is the sale and operation of cash vending (ATM) and point of
sale (POS) machines in Canada.

On December
12, 1998, the Company acquired 41% of Vencash Capital Corporation (Vencash), a
Canadian Corporation, and then on December 17, 1999 acquired the remaining 59%
of the outstanding stock of Vencash. The Vencash stock was acquired by
exchanging the Companys common stock with shareholders of Vencash. Vencash is
in the business of selling and installing cash vending machines (ATM machines)
throughout Canada. Because certain shareholders were shareholders of both
corporations, the Company accounted for its acquisition of Vencash as a reverse
acquisition, which are a capital transaction and not a business combination.

On September
23, 1998, Vencash Capital Corporation incorporated Vencash Financial
Corporation (Financial) in Alberta. Vencash Financial has had no business
activity.

During the
period from June 1999 through October 2001 the Company acquired 99% of Kan-Can
Resorts Ltd. (Kan-Can), an Alberta company, by exchanging stock.

On May 16,
2000, Vencash ATM/POS Services Inc. (formerly VC/POS/ATM Services Inc.) and
Westsphere Systems Inc. (formerly 880487 Alberta Ltd.) were incorporated as
wholly owned Alberta subsidiaries of the Company.

During 2000
and 2001, the Company acquired a 90% interest in E-Debit International Inc.
(E-Debit), a company engaged in the development of online payment systems, and
which has no other operations.  On June
1, 2004, the Company acquired the remaining 10% interest in E-Debit
International Inc., which increased the ownership to 100%.

During the
period from May 2000 to July 2004, the Company acquired a 56% interest in Trac
Pos Processing Inc. (Trac); Trac is a distributor and financial processor of
point-of-sale (POS) terminals.  On
January 26, 2007, the Company acquired an additional 26% interest in Trac Pos
Processing Inc., which increased the ownership to 82%.

On January 4,
2005, the Company incorporated a wholly owned Alberta subsidiary, Westsphere
Capital Group Ltd. to supply operational, financial, and administrative support
to the Westsphere Group of companies.

During 2005,
the Company formed a wholly owned Alberta subsidiary, Cash Direct Financial
Services Ltd (Cash Direct), as a holding company for a 51% interest in 1105725
Alberta Ltd DBA Personal Financial Solutions, an Alberta Corporation, to pursue
opportunities in check cashing, payday loans, and similar businesses.

Note 2  Summary of Significant Accounting
Policies

These
financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America and are stated in
United States dollars.

Use of
Estimates in the Preparation of Financial Statements

The
preparation of the Companys financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and to report amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

Cash and Cash
Equivalents

The Company
considers all highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.

F-7

---



Estimated Fair Value of Financial Instruments

The carrying
value of accounts receivable, accounts payable and accrued expenses, and loans
payable to related parties reflected in the financial statement approximate
fair value due to the short-term maturity of the instruments.

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.

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.

Property, Equipment and Depreciation

Property and
equipment are stated at cost less accumulated depreciation.  Depreciation is calculated using a declining
balance method over the estimated useful lives of the property and equipment.

Earnings
(Loss) per Share

Basic earnings
(loss) per share are computed by dividing the net (loss) by the weighted
average number of shares outstanding during the years ended December 31, 2008
and 2007.  Diluted earnings (loss) per
common share is calculated by dividing the applicable net earnings (loss) by
the sum of the weighted-average number of common shares outstanding and all
additional common shares that would have been outstanding if potentially
dilutive Westphere Asset Corporation, Inc. common shares had been issued during
the years ended December 31, 2008 and 2007.

The
weighted-average number of shares computation for diluted earnings (loss) per
common share does not include the 214,583 options to purchase common shares
because the potential common shares are anti-dilutive.  The options exercise price was greater than
the average market price of the common shares at the end of year 2008.

Valuation of
Long-Lived Assets

The Company
periodically analyzes its long-lived assets for potential impairment, assessing
the appropriateness of lives and recoverability of unamortized balances through
measurement of undiscounted operation cash flows on a basis consistent with
accounting principles generally accepted in the United States of America.

Revenue
Recognition

Revenues are
recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition in Financial Statements.
Under SAB 101, product revenues (or service revenues) are recognized
when persuasive evidence of an arrangement exists, delivery has occurred (or
service has been performed), the sales price is fixed and determinable and
collection is reasonably assured.

Revenues from
sales, leasing and servicing of individual cash vending machines are recognized
when substantially all significant events to be provided by the Company have
been performed. Interchange and residual revenues from the operation of vending
and point-of-sale machines are recognized when the transaction is processed and
due to the company.

The Company
rents ATM machines to customers on a month-to-month basis. The carrying value
of property rented to customers as of December 31, 2008 is $28,621.  Because all rental agreements are on a
month-to-month basis, there are no minimum future rentals.

The Company
offers no warranties or right of return beyond manufacturers warranties.

F-8

---



Foreign Currency

The functional
currency of the Company and its subsidiaries is the Canadian dollar. The
Company translates amounts into United States dollars using the current rate
method.  Under this method, assets and
liabilities are translated to United States dollars at current exchange rates;
revenues and expenses are translated at the average exchange rate during the
period, and equity account are translated at the historical rate.  Related translation adjustments are reported
as other comprehensive income, a component of stockholders equity.

Income Taxes

The Company
records deferred taxes in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes.  The statement requires recognition of
deferred tax assets and liabilities for temporary differences between the tax
bases of assets and liabilities and the amounts at which they are carried in
the financial statements, based upon the enacted tax rates in effect for the
year in which the differences are expected to reverse.  A valuation allowance is established when
necessary to reduce deferred tax assets to the amount expected to be realized.

Principles of Consolidation

The
accompanying consolidated financial statements include the accounts of the
Company and all of its wholly-owned and majority-owned subsidiaries. All
inter-company accounts have been eliminated in the consolidation.

Minority
interests in the income and equity of consolidated subsidiaries that are less
than wholly-owned are recorded except when the subsidiary has a deficit and
there are no agreements for the minority shareholders to contribute additional
capital. As of December 31, 2007 all minority-owned subsidiaries had deficits
and therefore no minority interest is recorded.

Advertising expenses

The Company
expenses advertising costs as incurred and the total amounts for 2008 and 2007
where nominal.

Reclassifications

Certain
comparative figures for the prior period have been reclassified to conform to
the current year presentation.

Dividends

The Company paid
no dividends during the years presented.

Recent Accounting Pronouncements

EITF No. 03-6-1  In June 2008, the FASB
issued Staff Position No. EITF 03-6-1 (EITF No. 03-6-1), Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities.
EITF No. 03-6-1 addresses whether instruments granted in share-based payment
transactions are participating securities prior to vesting, and therefore, need
to be included in the earnings allocation in calculating earnings per share
under the two-class method described in Statement of Financial Accounting
Standards No. 128, Earnings per Share.  EITF No. 03-6-1 requires companies to treat
unvested share-based payment awards that have non-forfeitable rights to
dividend or dividend equivalents as a separate class of securities in
calculating earnings per share. EITF No. 03-6-1 is effective for fiscal years
beginning after December 15, 2008.  The
Company is currently assessing the potential effect of EITF No. 03-6-1 on its
financial statements.

SFAS No. 162  In May 2008, the FASB issued
Statement of Financial Accounting Standards No. 162 (SFAS No. 162), The
Hierarchy of Generally Accepted Accounting Principles.  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  SFAS No. 162 will become
effective 60 days following Securities and Exchange Commission (SEC) approval
of the Public Company Accounting Oversight Board (PCAOB) amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company does not anticipate the adoption
of SFAS No. 162 to have a material impact on its financial statements.

FSP
No. 142-3  In April 2008, the FASB issued Staff Position No. 142-3 (FSP
No. 142-3), Determination of the Useful Life of Intangible Assets.  FSP No. 142-3 amends the factors that should
be considered in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets. The
FSP is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years.  Early adoption is prohibited.  The Company is currently
assessing the
potential effect of FSP No. 142-3 on its financial statements.

F-9

---



SFAS No. 161  In March 2008, the FASB issued
Statement of Financial Accounting Standards No. 161 (SFAS No. 161), Disclosures
about Derivative Instruments and Hedging ActivitiesSFAS No. 161
amends and expands the disclosure requirements of SFAS No. 133, Accounting
for Derivative Instruments and Hedging. SFAS No. 161 is effective
for fiscal years beginning after November 15, 2008.  The Company believes that the adoption of this standard will not
a have a material impact on its financial statements.

The above
pronouncements are not currently expected to have a material effect on the
Companys financial statements.

Note 3  Property and Equipment

Property and
equipment consists of the following elements:

|                               |  |      |         |                                            |  |                  |  |                                     |         |  |  |        | 
|------------------------------ |  | ---- | ------- | ------------------------------------------ |  | ---------------- |  | ----------------------------------- | ------- |  |  | ------ | 
|                               |  | Cost |         | Accumulated
  Depreciation/
  Amortization |  | Net
  Book Value |  | Depreciation
  Rate 
  and
  Method
|                               |  |      |         |                                            |  |                  |  |                                    
|December 31, 2007 -            |  |      |         |                                            |  |                  |  |                                     |         |  |  |        | 
|Office furniture and equipment |  | $    | 123,404 |                                            |  | 69,389           |  |                                     | 54,015  |  |  | 20% DB
|Computer hardware and software |  |      | 255,899 |                                            |  | 205,709          |  |                                     | 50,190  |  |  | 30% DB
|ATM machines                   |  |      | 488,849 |                                            |  | 236,469          |  |                                     | 252,380 |  |  | 30% DB
|Other                          |  |      | 86,281  |                                            |  | 64,880           |  |                                     | 21,401  |  |  | Var   
|                               |  |      |         |                                            |  |                  |  |                                     |         |  |  |       
|                               |  | $    | 954,433 |                                            |  | 576,447          |  |                                     | 377,986 |  |  |        | 
|                               |  |      |         |                                            |  |                  |  |                                     |         |  |  |        | 
|December 31, 2008 -            |  |      |         |                                            |  |                  |  |                                     |         |  |  |        | 
|Office furniture and equipment |  | $    | 105,446 |                                            |  | 68,786           |  |                                     | 36,660  |  |  | 20% DB
|Computer hardware and software |  |      | 211,069 |                                            |  | 183,100          |  |                                     | 27,969  |  |  | 30% DB
|ATM machines                   |  |      | 376,579 |                                            |  | 224,903          |  |                                     | 151,676 |  |  | 30% DB
|Other                          |  |      | 58,758  |                                            |  | 51,266           |  |                                     | 7,492   |  |  | Var   
|                               |  |      |         |                                            |  |                  |  |                                     |         |  |  |       
|                               |  | $    | 751,852 |                                            |  | 528,055          |  |                                     | 223,797 |  |  |        | 
|                               |  |      |         |                                            |  |                  |  |                                     |         |  |  |        | 

Depreciation
and amortization have been provided in amounts sufficient to recover asset
costs over their estimated useful lives. All components of property and
equipment are being depreciated or amortized.
Depreciation and amortization expense for the years ended December 31,
2008 and 2007 totaled $102,692 and $113,374, respectively.

Note 4  Deferred Costs

In order for
Westspheres subsidiaries to remain competitive in the marketplace, Westsphere,
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.  Westsphere 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 Westspheres direct entry into new and
emerging markets such as card management and processing.

Note 5  Notes Receivable

There are four
notes receivable which are demand loan agreements.  The first note receivable of $26,916 ($31,112 CDN) has a three
year term, bears interest at 12% per annum, and requires monthly payments of
principal and interest of $894 ($1,033 CDN) to December 1, 2009.  The current balance is $9,512 ($11,631
CDN).  This note receivable is reflected
in the accompanying consolidated balance sheet as note receivable.

The remaining
three notes receivable total $192,190 ($235,000 CDN), carry no interest rate,
and require no monthly payments.  The
Company can demand funds be returned at anytime.  The purpose of these notes receivable are to supply vault cash to
Westspheres wholly owned subsidiary Vencashs customers ATM equipments and
site locations.  Revenue from these
notes is generated from surcharge transactions.  These notes receivable are reflected in the accompanying
consolidated balance sheet as accounts receivable net of allowance for doubtful
accounts.

F-10

---



Note 6  Loans Payable

At December
31, 2008, the Company has loans payable of $205,363 ($259,553 CDN) due to
shareholders of the Company.
Westspheres shareholder loan related to TRAC of $164,471 ($201,107 CDN)
has an interest rate of 18% per annum and is due on demand.  The remaining balance of shareholder loans
total $40,892 ($50,000 CDN) with no specific terms of repayment.  These shareholder loans are reflected in the
accompanying consolidated balance sheet as shareholder loans.

Westspheres
subsidiary Vencash entered into two loan agreements with its major ATM supplier
in July of 2006.  The first loan
agreement, bearing interest at 6% per annum, requires blended monthly payments
of principal and interest of $4,452 to March 2009.  As of December 31, 2008, the balance is $19,113 ($23,371
CDN).  The second loan agreement,
bearing interest at 18% per annum, requires blended monthly payments of
principal and interest of $985 ($1,204 CDN) to July 2011; with a final payment
of $90 in August 2011.  As of December
31, 2008, the balance is $23,643 ($28,910 CDN).  These loans are reflected in the accompanying consolidated
balance sheet as loans payable, less current portion.

In May 2007,
Westspheres subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $711 ($869 CDN) to May 2012; with a final
payment of $90 in May 2012. As of December 31, 2008, the balance is $21,260
($25,995 CDN).  This loan is reflected
in the accompanying consolidated balance sheet as loans payable, less current
portion.

In June 2007,
Westspheres subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $711 ($869 CDN) to June 2012; with a
final payment of $90 in June 2012.  As
of December 31, 2008, the balance is $21,646 ($26,468 CDN).  This loan is reflected in the accompanying
consolidated balance sheet as loans payable, less current portion.

In September
2007, Westspheres subsidiary Vencash entered into a loan agreement totaling
$81,783 ($100,000 CDN) with an external arms-length investor, bearing interest
at 12% per annum, blended monthly payments of interest only of $818 ($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 Westspheres wholly owned subsidiary
Vencashs customers ATM equipment and site locations.  As of December 31, 2008, the balance is $81,783 ($100,000
CDN).  This loan is reflected in the
accompanying consolidated balance sheet as loans payable, less current portion.

On November 5,
2007, Westspheres subsidiary Westsphere Systems Inc. raised $107,135 ($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 $1,071
($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.
As of December 31, 2008, the balance is $107,135 ($131,000 CDN).  This loan is reflected in the accompanying
consolidated balance sheet as loans payable, less current portion.

Minimum future
loan payments having remaining terms in excess of one year are as follows:

|     |  |        |        | 
|---- |  | ------ | ------ | 
|Year |  | Amount |       
|     |  |        |       
|2009 |  | $      | 85,662 | 
|2010 |  | $      | 47,229 | 
|2011 |  | $      | 47,229 | 
|2012 |  | $      | 47,230 | 
|2013 |  | $      | 47,230 | 

Note 7 
Common and Preferred Stock

The conversion
from common to preferred shares was a result of the shareholders resolution,
approved at the Annual Meeting of Shareholders held on December 7, 2002.

Upon
conversion of a common share to a preferred share, voting of such preferred
shares vest with the Board of Directors as set out in the shareholders
resolution approved at the Annual Meeting of Shareholders held on December 7,
2002.

F-11

---



Upon
conversion of a common share to a preferred share, the preferred shareholders
will have the right to convert such preferred share to a share of common stock
(1:1) upon delivery of 21 days written notice to the Company, at a price of
$0.05 per share payable to the Company.
However, share certificates will be issued with the following share
trading restrictions: 1/3 of the total shares to be converted will be
restricted from trading for a period of six (6) months from the date of
conversion; 1/3 of the total shares to be converted will be restricted from
trading for a period of one (1) year from the date of conversion; 1/3 of the
total shares to be converted will be restricted from trading for a period of
eighteen (18) months from the date of conversion.

In January
2007, Westsphere executed a share exchange agreement with unaffiliated TRAC
shareholders to exchange a total of 24,142 shares of its common stock at $1.38
($1.62 CDN) per share for a nineteen percent (19%) interest plus $19,092
($22,500 CDN) shareholders loan in TRAC. Concurrently, Westsphere entered into
share exchange agreements with affiliated TRAC shareholders, Jack Thomson and
Brett Border, to exchange a total of 6,916 shares of its common stock at $1.38
($1.62 CDN) per share for a twelve percent (7%) interest in TRAC.  Mr. Thomson is a member of our Board of
Directors and Mr. Border is the President of Vencash Capital and TRAC. This
share exchange resulted in increasing our holdings in TRAC to eighty-two
percent (82%).  Westsphere issued
totaled 31,058 (24,142 + 6,916) common shares for 26% (19% + 7%) interest in
TRAC.

In March 2007,
Westsphere issued 10,025 common shares to one of the Executive Officers who
exercised a portion of his 2002 options to purchase shares of our common stock
at $0.70 per share.

In September
2008, Westsphere repurchased and cancelled 84 common shares.

In October
2008, Westpheres President exercised his option to convert 975 common shares
to preferred shares.

Note 8  Income
Taxes

The Company
files United States income tax returns, and the Companys operating
subsidiaries file Canadian income tax returns.

The Company
has estimated net operating loss carry forwards of $2,084,477, which expire as
follows:

|     |  |   |         | 
|---- |  | - | ------- | 
|2021 |  | $ | 100,146 | 
|2022 |  | $ | 237,425 | 
|2023 |  | $ | 240,207 | 
|2025 |  | $ | 540,831 | 
|2026 |  | $ | 315,000 | 
|2027 |  | $ | 650,868 | 

Estimated tax
benefits resulting from U.S. net operating loss carry forwards of $487,426 are
offset by a reserve of the same amount because it is uncertain that the Company
will be able to utilize the carry forwards before they expire.

The Company
has no U.S. income other than from its Canadian subsidiaries. The Company
anticipates that foreign tax credits allowed for payment of Canadian taxes will
be sufficient so that there will be no U.S. income tax liability for the parent
company.

Income taxes
at the statutory rate are reconciled to Companys actual income taxes as
follows:

|                                                          |  |      |         |      |   |        | 
|--------------------------------------------------------- |  | ---- | ------- | ---- | - | ------ | 
|                                                          |  | 2008 |         | 2007 |  
|                                                          |  |      |         |      |  
|Tax (benefit) at statutory rate (34%)                     |  | $    |        |      | $ |       | 
|Canadian tax benefits                                     |  |      | (43,699 | )    |   | 45,953 | 
|Income taxes paid and accrued                             |  |      |        |      |   |       | 
|Change in reserve for net operating loss
  carry forwards |  |      |        |      |   |       | 
|                                                          |  |      |         |      |   |        | 
|Income tax expense (benefit)                              |  | $    | (43,699 | )    | $ | 45,953 | 
|                                                          |  |      |         |      |   |        | 

Canadian tax
benefits resulting from non-capital loss carry forwards and excess of
undepreciated costs of property and equipment arising from differences between
the Companys depreciation rates and those prescribed for income tax purposes
and using projected Canadian tax rates are as follows:

|                                                    |  |      |          |      |   |          |  
|--------------------------------------------------- |  | ---- | -------- | ---- | - | -------- | -
|                                                    |  | 2008 |          | 2007 |  
|                                                    |  |      |          |      |  
|Non-capital
  loss carry forwards:                  |  | $    | 698,672  |      | $ | 529,754  |  
|Temporary
  differences due to depreciation methods |  |      | (542,610 | )    |   | (473,888 | )
|                                                    |  |      |          |      |   |          |  
|Income tax
  benefit                                |  |      | 156,062  |      |   | 55,866   |  
|Valuation
  allowance                               |  |      | (156,062 | )    |   |         |  
|                                                    |  |      |          |      |   |          |  
|Income tax
  benefit                                |  | $    |         |      | $ | 55,866   |  
|                                                    |  |      |          |      |   |          |  

F-12

---



Note 9 - Stock Based
Compensation

During 2002,
the Company adopted the 2002 Employees Stock Option and Stock Award Plan for
directors, employees and consultants. The maximum number of shares that may be
optioned or awarded under the plan is 4,000,000. Additional provisions of the
plan call for awards, exercise prices and vesting to be determined by the board
of directors or its designated administrator.

Following is a
table of outstanding options and changes during 2008 and 2007:

|                                       |  |                    |         |                           |  |                                       |   |  |      | 
|-------------------------------------- |  | ------------------ | ------- | ------------------------- |  | ------------------------------------- | - |  | ---- | 
|                                       |  | Employee
  Options |         | Non-
  Employee
  Options |  | Weighted
  Average
  Exercise
  Price |  
|                                       |  |                    |         |                           |  |                                       |  
|Options Outstanding, December 31, 2006 |  |                    | 224,608 |                           |  | 21,250                                |   |  | 1.78 | 
|                                       |  |                    |         |                           |  |                                       |   |  |      | 
|Options granted in 2007                |  |                    |        |                           |  |                                      |   |  |     | 
|Options exercised in 2007              |  |                    | (10,025 | )                         |  |                                      |   |  | .70  | 
|Options expired in 2007                |  |                    |        |                           |  | (21,250                               | ) |  | .94  | 
|                                       |  |                    |         |                           |  |                                       |   |  |      | 
|Options Outstanding, December 31, 2007 |  |                    | 214,583 |                           |  |                                      |   |  | 1.78 | 
|                                       |  |                    |         |                           |  |                                       |   |  |      | 
|Options granted in 2008                |  |                    |        |                           |  |                                      |   |  |     | 
|Options exercised in 2008              |  |                    |        |                           |  |                                      |   |  |     | 
|Options expired in 2008                |  |                    |        |                           |  |                                      |   |  |     | 
|                                       |  |                    |         |                           |  |                                       |   |  |      | 
|Options Outstanding, December 31, 2008 |  |                    | 214,583 |                           |  |                                      |   |  | 1.78 | 
|                                       |  |                    |         |                           |  |                                       |   |  |      | 

All
outstanding options vest immediately.

If not
previously exercised or canceled, options outstanding at December 31, 2008 will
expire as follows:

|                                |  |                          |  |                     |     |  |  |         |  |  |                                        |     | 
|------------------------------- |  | ------------------------ |  | ------------------- | --- |  |  | ------- |  |  | -------------------------------------- | --- | 
|                                |  |                          |  |                     |     |  |  |         |  |  | Weighted
  Average
  Exercise 
  Price
|                                |  | Range of Exercise Prices |  | Number 
  of Shares |    
|                                |  |                          |  |                    
|                                |  | High                     |  | Low                 |     | 
|Year Ending
  December 31, 2010 |  | .94                      |  |                     | .94 |  |  | 180,058 |  |  |                                        | .94 | 
|Open ended                      |  | .70                      |  |                     | .70 |  |  | 34,525  |  |  |                                        | .70 | 

Note 10  Commitments and Contingencies

The Company
leases real estate (office and warehouse space) under non-cancelable operating
leases that expire on varying dates through 2011. The Company also has various
obligations for auto and equipment leases through 2009.

Minimum future
rental payments under non-cancelable operating leases having remaining terms in
excess of one year are as follows:

|     |  |             |         |       |   |       | 
|---- |  | ----------- | ------- | ----- | - | ----- | 
|     |  | Real Estate |         | Other |  
|     |  |             |         |       |  
|2009 |  | $           | 154,750 |       | $ | 3,412 | 
|2010 |  | $           | 137,447 |       | $ |      | 
|2011 |  | $           | 137,447 |       | $ |      | 

|                 |  |      |         |      |   |         | 
|---------------- |  | ---- | ------- | ---- | - | ------- | 
|                 |  | 2008 |         | 2007 |  
|                 |  |      |         |      |  
|Rental
  expense |  | $    | 197,083 |      | $ | 185,030 | 
|                 |  |      |         |      |   |         | 

On April 7,
2004, the Company sued Fred and Linda Sebastian to recover an outstanding loan
of $80,000 (CDN) plus interest and court costs. The Company has reserved this
amount due to the uncertainty of recovery. The defendant has withdrawn the
counterclaim.  As of March 2008, no
further actions were filed by either party.

F-13

---



On May 28,
2004 Peter Gregory filed an action in the Ontario Superior Court of Justice
against Vencash Capital Corporation.
Peter Gregory was a Vencash distributor and agent who filed the action
related to a claim of wrongful dismissal from Vencash of $260,000 (CDN).  On July 30, 2004 Vencash filed a Statement
of Defense and Counterclaim in the amount of $1,600,000 for breach of contract,
breach of confidence, breach of fiduciary duties, interference with economic
relations, damages for inducing breach of contract, and punitive damages. The
Company believes the claim by Gregory to be without merit and has not accrued a
liability for the claim.  As of April
2009, the court actions and negotiation with Peter Gregory have been terminated
with the withdrawal of the company lawyer.
No further actions were filed by either party.

Note 11  Related party transactions

Year 2007

The Company
expensed $85,540 ($84,000 CDN) during 2007 for consulting and management
services to an affiliated company that is controlled by the Companys
president.

The Company is
obligated to its president pursuant to a loan payable totaling $46,317 ($45,483
CDN) as of December 31, 2007.

The Companys
subsidiary Vencash is indebted to Vencashs President for a loan payable
totaling $12,769 ($12,539 CDN) as of December 31, 2007.

The Companys
subsidiary Cash Direct Financial Services Ltd. owed Westspheres Vice President
for a loan payable totaling $50,916 ($50,000 CDN) as of December 31, 2007.

Accounts
payable  related parties includes $68,348 ($67,118 CDN) accrued for officer
and employee bonuses.

The following
table summarizes the Companys accounts receivable - related party
transactions:

|                                                   |  |   |        | 
|-------------------------------------------------- |  | - | ------ | 
|Revenue                                            |  |   |        | 
|Sales of ATM to:                                   |  |   |        | 
|Directors 100% owned company                      |  | $ | 36,826 | 
|                                                   |  |   |        | 
|Shareholder loan from:                             |  |   |        | 
|49% shareholders of Personal Financial
  Solution |  | $ | 2,830  | 
|                                                   |  |   |        | 

The
shareholder loan is payable on demand.

Year 2008

The Company
expensed $85,540 ($84,000 CDN) during 2008 for consulting and management
services to an affiliated company that is controlled by the Companys
president.

Accounts receivable -
related party:

|                                                   |  |   |       | 
|-------------------------------------------------- |  | - | ----- | 
|Revenue                                            |  |   |       | 
|Sales of ATM accessories to:                       |  |   |       | 
|Directors 100% owned company                      |  | $ | 3,143 | 
|                                                   |  |   |       | 
|                                                   |  |   |       | 
|Shareholder loan from:                             |  |   |       | 
|49% shareholders of Personal Financial
  Solution |  | $ | 2,273 | 
|                                                   |  |   |       | 

The
shareholder loan is payable on demand.

Accounts payable,
related parties:

The Company is
obligated to its president pursuant to a loan payable totaling $61,748 ($75,502
CDN) as of December 31, 2008.

F-14

---



The Company is
obligated to an affiliated company that is controlled by the Companys
president pursuant to a loan payable totaling $208,348 ($254,757 CDN) as of
December 31, 2008.

The Companys
subsidiary Vencash is indebted to Westsphere Vice President for a loan payable
totaling $81,300 ($99,410 CDN) as of December 31, 2008.

The Companys
subsidiary Westsphere Systems Inc. owed Westspheres arms-length directors for
loans advance totaling $79,481 ($97,186 CDN) as of December 31, 2008.

The Companys
subsidiary Vencash Capital Corporation accrued for officer and employee bonuses
totaling $54,891 ($67,118 CDN) as of December 31, 2008.

Note 12  Subsequent
Events

On January 7,
2009, the board after reviewing the business operations of its wholly owned
subsidiary E-Debit International Inc. have determined that it is in the best
financial interests of the Corporation to sell all of the issued and
outstanding shares of E-Debit International Inc. to the Corporations wholly
owned subsidiary Westsphere Systems Inc. for the total cash purchase price of
one hundred ($100) dollars in Canadian funds.
The completion of the transaction is expected to be completed by the
second quarter of year 2009.

On January 7,
2009, the board after reviewing the business operations of its wholly owned
subsidiary Vencash Capital Corporation and Westsphere Systems Inc. have
determined that it is in the best financial interests of the Corporation to
consolidate the ATM processing and business operations with the assignment of
ATM related  processing agreements from
Vencash Capital Corporation to Westsphere Systems Inc. and a net book value
consolidation and transfer of the ATM related capital assets of Vencash Capital
Corporation to Westsphere Systems Inc. under a purchase and sale agreement to
be offset against receivable and payables due to Westsphere Systems Inc.  The completion of the transition is expected
to be completed by the second quarter of the year 2009.

On January 8,
2009, the boards have resolved to dissolve its wholly owned subsidiary Kan-Can
Resorts Ltd. as there is no a further business operation or remaining
value.  The purpose of the dissolution
is to reduce the audit and legal costs.

Note 13  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 years ended December 31, 2008 and 2007,
and as of December 31, 2008, had a working capital deficit of $445,656 and an
accumulated deficit of $459,859.  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 $485,768 as
this liability is 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.

F-15

---



ITEM  9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM
9A.    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 concluded that our disclosure controls and procedures are effective to
ensure that the information required to be disclosed by us in this Report was
(i) recorded, processed, summarized and reported within the time periods
specified in the SECs rules and instructions for 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.

Managements Report
on Internal Control over Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange Act.
Internal control over financial reporting refers to a process designed by, or
under the supervision of, our Chief Executive Officer and Chief Financial
Officer and effected by our Board, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in connection with generally
accepted accounting principles, including those policies and procedures that:

| |   |                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | pertain to
  the maintenance of records that, in reasonable detail, accurately and fairly
  reflect the transactions and dispositions of our assets;                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                              
| | - | provide reasonable
  assurance that transactions are recorded as necessary to permit preparation
  of financial statements in accordance with generally accepted accounting
  principles, and that our receipts and expenditures are being made only in
  accordance with authorizations of our management and directors; and
| |   |                                                                                                                                                                                                                                                                                                                              
| | - | provide
  reasonable assurance regarding prevention or timely detection of unauthorized
  acquisition, use or disposition of our assets that could have a material
  effect on our consolidated financial statements.                                                                                                        

Because of its
inherent limitations, internal control over financial reporting cannot provide
absolute assurance of the prevention or detection of misstatements.  In addition, projections of any evaluation
of effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

22

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In connection
with the preparation of this Annual Report on Form 10-KSB for the year ended
December 31, 2008, 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, 2008. 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.

Item 9A(T).
Controls and Procedures.

Evaluation of
Disclosure Controls and Procedures

As of the end
of the period covered by this report, we carried out an evaluation, with the
participation of our chief executive and chief financial officer, of the
effectiveness, as of December 31, 2008, of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934).  Due to the fact
that we have a limited number of employees and are not able to have proper
segregation of duties based on the cost/benefit of hiring additional employees
solely to address the segregation of duties issue, we have concluded that our
disclosure controls and procedures are not effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and
forms.  However, we have determined that
the risks associated with the lack of segregation of duties are partially
mitigated based on the close involvement of management in day-to-day
operations. We have limited resources available.  As we obtain additional funding and employ additional personnel,
we will implement programs to ensure the proper segregation of duties and
reporting channels.

Further, our
management with the participation of our principal executive officer and
principal financial officer or persons performing similar functions has
determined that no change in our internal control over financial reporting
occurred during the fourth quarter of our fiscal year ended December 31, 2008
that has materially affected, or is (as that term is defined in Rules
13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably
likely to materially affect, our internal control over financial reporting.

Changes in Internal
Controls over Financial Reporting

There are been
no changes in the Companys internal control over financial reporting during
the last quarterly period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Companys internal control
over financial reporting.

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.

Although
management did not conduct an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
it has concluded that notwithstanding the foregoing, the Companys internal
controls over financial reporting are not effective. This is based on the fact
that we have only 15 employees.  As
noted in this Annual Report, we have limited resources available.  As we obtain additional funding and employ
additional personnel, we will implement programs to ensure the proper
segregation of duties and reporting channels.

Our
independent public accountant has not conducted an audit of our controls and
procedures regarding internal control over financial reporting and expresses no
opinion with regards to the effectiveness or implementation of our controls and
procedures with regards to internal control over financial reporting.

ITEM 9A(T). Controls
and Procedures.

This annual
report does not include an attestation report of the Companys registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the companys registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only managements report
in this annual report.

23

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PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT

(a) Our
Directors and Officers and Our Subsidiaries

1. Our
Management

The following table furnishes the information
concerning the members of our Board of Directors and Officers as of  May 15, 2009. Our Directors are elected every
year and serve until their successors are elected and qualified:

|                        |  |     |  |                                |  |                   
|----------------------- |  | --- |  | ------------------------------ |  | ------------------
|Name                    |  | Age |  | Title                          |  | Term of Service   
|                       
|Douglas N.
  Mac Donald |  | 60  |  | Director,
  President, CEO     |  | 07/98 to
  present
|Robert L.
  Robins      |  | 67  |  | Director/V.P./Sec.
  Treasurer |  | 07/98 to
  present
|Dr. Roy
  Queen         |  | 66  |  | Director                       |  | 12/98 to
  present
|Kim Law                 |  | 41  |  | V.P./CFO                       |  | 05/00 to
  present
|                        |  |     |  | Director                       |  | 08/02 to
  present
|Bernd
  Reuscher        |  | 65  |  | Director                       |  | 04/02 to
  present
|Jack (John)
  Thomson   |  | 79  |  | Director                       |  | 11/04 to
  present
|Sonja Dreyer            |  | 57  |  | Vice-President                 |  | 05/00 to
  present

Mr. Douglas N.
Mac Donald  Chief Executive Officer, President
and Director

Mr. Mac Donald is one of the original
founders of Vencash Capital. In March 1995, Mr. Mac Donald retired from the
Royal Canadian Mounted Police after twenty-five (25) years of service. In April
1995, Mr. Mac Donald formed the Mac Donald Gaming Specialists Inc. and Mac
Donald Venture Corporation. Since 1998, Mr. Mac Donald has devoted his time to
our development and the development of our subsidiary companies. Mr. Mac Donald
is presently both our and Vencash Capitals Chief Executive Officer (CEO) and
is member of the Board of Directors.

Mr. Robert
L. Robins  Vice President,
Secretary Treasurer and Director

Mr. Robins retired as a member of the Calgary
Police Service in 1991 after serving in the Homicide and Criminal Intelligence
Units. Prior to his employment with the Police Service, Mr. Robins was a member
of the Canadian Armed Forces serving with U.N. Peace Keeping in the Middle East
and NATO in Europe. After retiring from the Police Service, Mr. Robins was
employed by Alberta Family & Social Services Fraud Investigation. Mr.
Robins has a total of thirty-eight (38) years of experience in various levels
of government, including federal, provincial and municipal. Because of his
employment experience, Mr. Robins acts as our Security Officer. Mr. Robins also
serves as the Secretary, Treasurer, and Director of Vencash Capital.

Dr. Roy Queen,
B.A., D.M.D., M.S.C., M.R.C.D. Director

Dr. Roy Queen
graduated with a Doctor of Medical Dentistry (D.M.D.) and a Masters Degree in
Biological Science (M.S.C.) from the University of Manitoba. He has established
a successful practice in Clinical Orthodontics in Kamloops, British Columbia
and became a Fellow of the Royal College of Dentistry (M.R.C.D.) Dr. Queen also
acts as an officer and director of several publicly traded companies.

24

---



Bernd Reuscher Director

On April 30,
2002, Mr. Reuscher joined our Board of Directors. Mr. Reuscher was employed for
twenty (20) years by Siemans AG, one of the largest German multi-national
companies. During his employment with Siemans AG, Mr. Reuscher held several
senior executive positions in Europe, South America and Southeast Asia. Since
1994, Mr. Reuscher has been involved in the ownership and management of several
private Canadian corporations in the areas of fast food franchising, fast food
processing, land development, design and construction of high-end apartment
buildings, corporate registries services and research and design of
environmental products. Mr. Reuscher graduated in 1973 with an Engineering
Degree in Telecommunications in Hamburg, Germany.

Mr. Kim S. Law
Chief Financial Officer, Vice President of Finance and
Director

Mr. Law has acted as our Chief Financial
Officer, Vice President of Finance and Director since May, 2000. Mr. Law has
been instrumental in establishing our financial controls and those of our
subsidiary companies. From July 1999 to April 2000, Mr. Law was the Vice
President of Finance of Kan-Can Resorts Ltd., a property development
corporation. In the nine (9) years prior, Mr. Law was a controller in the
hospitality and resort industry. Mr. Law graduated in 2008 with a Bachelor of Applied Business
Administration  Accounting & Information Technology Major and a Certified
General Accountant designation in Calgary, Alberta, Canada.

Mr. Jack (John) Thomson
 Director

Mr. Thomson
was appointed to our Board of Directors on October 23, 2004. Mr. Thomson served
in the Canadian military from 1943 to 1978 and retired with a rank of Colonel.
From 1978 to 1983, he was Vice-President and co-owner of the Seattle based
automobile dealership, Auburn Lincoln Mercury Inc. During this same period, Mr.
Thomson was President and CEO of Auburn Import Export as well as Auburn
Electronics. In 1983, Mr. Thomson returned to Canada and became the CEO and
Chief Operating Officer of International Tempest Corporation, a company which
provides electronic security sensing devices. From 1986 to 1990, Mr. Thomson
acted as an Executive Director of the Canadian Red Cross Society in Kingston
and District Branch.

Presently, Mr.
Thomson is the President, CEO and sole shareholder of Cedar Island Sales and Service
Ltd., an electronic gaming and lottery corporation and is an active member of
the Board of Directors of the Break Open Ticket Program Management Alliance.
He is currently the Chairman of the Ethics and Education committee. From 1989
to 1995, Mr. Thomson served as Vice-Chairman of the Board of Directors of the
Canadian Forces Communication Museum and later served as its Chairman and
CEO. From 1994 to 1986, Mr. Thomson also served on the Board of Directors of
the Canadian Red Cross Kingston Ontario Division.

Ms. Sonja
Dreyer Vice President of
Administration

Ms. Dreyer
acts as the Executive Assistant to our Board of Directors. Ms. Dreyer has held
this position since May 2000. Prior to her involvement in this capacity, Ms.
Dreyer was employed in the hospitality and resort industry in various
capacities with responsibilities in the areas of administration and management.
Ms. Dreyers administrative background, along with her commercial marketing,
client service and customer relations experience aids in our, as well as our
subsidiary companies coordination of administration and management
responsibilities.

1. Management
of Vencash Capital (a wholly owned subsidiary)

|                          |  |     |  |                               |  |                   
|------------------------- |  | --- |  | ----------------------------- |  | ------------------
|Name                      |  | Age |  | Title                         |  | Term of Service   
|                         
|Douglas N.
  Mac Donald   |  | 60  |  | Director/CEO/                 |  | 07/98 to
  present
|Robert L.
  Robins        |  | 67  |  | Director//Secretary/Treasurer |  | 07/98 to
  present
|Bernd
  Reuscher          |  | 65  |  | Director                      |  | 04/02 to
  present
|Dr. Roy
  Queen           |  | 66  |  | Director                      |  | 12/98 to
  present
|Kim Law                   |  | 41  |  | Director/CFO                  |  | 08/02 to
  present
|Mr. Jack
  (John) Thomson |  | 79  |  | Director                      |  | 11/04 to
  present
|Mr. Brett
  Border        |  | 40  |  | President                     |  | 03/04 to
  present

25

---



For
information on Douglas N. Mac Donald, Robert L. Robins, Bernd Reuscher, Kim
Law, Dr. Roy Queen, and Jack Thomson see Our
Management above.

2. Management
of Westsphere Capital Group Ltd. (a wholly owned subsidiary

|                          |  |     |  |                        |  |                   
|------------------------- |  | --- |  | ---------------------- |  | ------------------
|Name                      |  | Age |  | Title                  |  | Term of Service   
|                         
|Douglas N.
  Mac Donald   |  | 60  |  | Director/CEO/President |  | 07/05 to
  Present
|Robert L.
  Robins        |  | 67  |  | Director               |  | 07/05 to
  Present
|Bernd
  Reuscher          |  | 65  |  | Director               |  | 07/05 to
  Present
|Dr. Roy
  Queen           |  | 66  |  | Director               |  | 07/05 to
  Present
|Kim Law                   |  | 41  |  | Director,
  CFO        |  | 07/05 to
  Present
|Mr. Jack
  (John) Thomson |  | 79  |  | Director               |  | 07/05 to
  Present
|Ms. Sonja
  Dreyer        |  | 57  |  | Vice
  President       |  | 07/05 to
  present

For
information on Douglas N. Mac Donald, Robert L. Robins, Bernd Reuscher, Kim
Law, Dr. Roy Queen, and Jack Thomson see

OurManagementabove.

3. Management
of E-Debit International Inc. (a wholly owned subsidiary)

|                          |  |     |  |                        |  |                   
|------------------------- |  | --- |  | ---------------------- |  | ------------------
|Name                      |  | Age |  | Title                  |  | Term of Service   
|                         
|Douglas N.
  Mac Donald   |  | 60  |  | Director/CEO/President |  | 03/00 to
  Present
|Robert L.
  Robins        |  | 67  |  | Director               |  | 03/00 to
  Present
|Bernd
  Reuscher          |  | 65  |  | Director               |  | 03/00 to
  Present
|Dr. Roy
  Queen           |  | 66  |  | Director               |  | 03/00 to
  Present
|Kim Law                   |  | 41  |  | Director/CFO           |  | 03/00 to
  Present
|Mr. Jack
  (John) Thomson |  | 79  |  | Director               |  | 03/00 to
  Present
|Ms. Sonja
  Dreyer        |  | 57  |  | Vice
  President       |  | 06/06 to
  present

For
information on Douglas N. Mac Donald, Robert L. Robins, Bernd Reuscher, Kim
Law, Dr. Roy Queen, and Jack Thomson see

Our Managementabove.

4. Management
of Westsphere Systems Inc. (a wholly owned subsidiary)

|                          |  |     |  |                                |  |                   
|------------------------- |  | --- |  | ------------------------------ |  | ------------------
|Name                      |  | Age |  | Title                          |  | Term of Service   
|                         
|Douglas N.
  Mac Donald   |  | 60  |  | Director,
  CEO/President      |  | 10/01to
  present 
|Robert L.
  Robins        |  | 67  |  | Director                       |  | 10/01to
  present 
|Dr. Roy
  Queen           |  | 66  |  | Director                       |  | 10/01 to
  present
|Bernd
  Reuscher          |  | 65  |  | Director                       |  | 10/01 to
  present
|Kim Law                   |  | 41  |  | Director/CFO                   |  | 10/01 to
  present
|Mr. Jack
  (John) Thomson |  | 79  |  | Director                       |  | 11/04 to
  present
|Ms. Sonja
  Dreyer        |  | 57  |  | VP/Chief
  Operating Officer   |  | 06/06 to
  present
|Mr. Brett
  Border        |  | 40  |  | VP/Chief
  Development Officer |  | 06/06 to
  present

For
information on Douglas N. Mac Donald, Robert L. Robins, Bernd Reuscher, Kim
Law, Dr. Roy Queen, Jack Thomson, and Sonia Dreyer see Our Managementabove. For information on Brett Border see Management of Vencash Capital Corporationabove.

The term of office for each director is one
(1) year, or until his/her successor is elected at our annual meeting and
qualified. Each of our officers serves at the pleasure of the Board of
Directors.

26

---



(b) Section
16(a) Beneficial Ownership Reporting Compliance

The following represents each person who did
not file on a timely basis, reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years:

|                          |  |                                                                                 |  |                          |  |                          |  |                        
|------------------------- |  | ------------------------------------------------------------------------------- |  | ------------------------ |  | ------------------------ |  | -----------------------
|Name                      |  | Reporting Person                                                                |  | Form 3/# of transactions |  | Form 4/# of transactions |  | Form5/# of transactions
|                         
|Douglas Mac
  Donald      |  | President,
  Chief Executive Officer and a member of the B.O.D.                 |  | N/A                      |  | N/A                      |  | N/A                    
|Robert
  Robins           |  | Vice
  President, Sec., Treasurer and member of the B.O.D.                      |  | N/A                      |  | N/A                      |  | N/A                    
|Sonja Dreyer              |  | Vice President
  of Administration and Executive Assistant to the B.O.D.        |  | N/A                      |  | 4                        |  | N/A                    
|Kim Law                   |  | Vice
  President of Finance, Chief Financial Officer and a member of the B.O.D. |  | N/A                      |  | N/A                      |  | N/A                    
|Bernd
  Reuscher          |  | Member of
  Board of Directors                                                  |  | N/A                      |  | N/A                      |  | N/A                    
|Dr. Roy Queen             |  | Member of
  Board of Directors                                                  |  | N/A                      |  | N/A                      |  | N/A                    
|Mr. Jack
  (John) Thomson |  | Member of
  Board of Directors                                                  |  | N/A                      |  | 1                        |  | N/A                    

Code of Ethics

As of the date
of the filing of this report, we have not adopted a code of ethics that applies
to our principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions. Since
2005 we have reviewed our requirements and circumstances related to the
preparation of such a code of ethics for presentment to our Board of Directors.
Upon adoption of a code of ethics, we will file a copy of it with the SEC as an
exhibit to our next periodic report after its adoption and post it on our
website.

Audit Committee

Our Board of Directors does not currently
have an audit committee.

27

---



ITEM 11.
EXECUTIVE COMPENSATION

Cash Compensation

Compensation
paid by us for all services provided during the fiscal year ended December 31,
2007, (1) to each of our five (5) most highly compensated executive officers
whose cash compensation exceeded $100,000 and (2) to all officers as a group is
set forth below under directors.

Summary
Compensation Table of Executives

|                            |  |      |      |        |   |                 |    |  |        | 
|--------------------------- |  | ---- | ---- | ------ | - | --------------- | -- |  | ------ | 
|Name and Principal Position |  | Year |      | Salary |   | Stock
  Options |   
|                            |  |      |      |        |   |                 |   
|                            |  |      |      |        |   |                 |   
|Douglas N.
  Mac Donald*    |  |      | 2001 |        | $ | 33,393          |    |  |       | 
|President
  and Director    |  |      | 2002 |        | $ | 38,049          |    |  | 43,275 | 
|                            |  |      | 2003 |        | $ | 59,092          | ** |  |       | 
|                            |  |      | 2004 |        | $ | 84,661          |    |  |       | 
|                            |  |      | 2005 |        | $ | 87,477          |    |  | 33,650 | 
|                            |  |      | 2006 |        | $ | 87,448          |    |  |       | 
|                            |  |      | 2007 |        | $ | 94,937          |    |  |       | 
|                            |  |      | 2008 |        | $ | 84,293          |    |  |       | 

* Mr. Mac
Donald receives his salary through his corporation, Mac Donald and Associates
total $69,418 ($84,000 CDN) and $14,875 ($18,000 CDN) under Douglas Mac Donald.

** $59,092
represents compensation effective April 1 to year end.

**** USD to
CAD currency exchange rate year 2008 average (365 days): 1.06669.

Compensation Pursuant to Management Contracts

Douglas Mac
Donald

During the
fiscal year ending December 31, 2002, Mac Donald & Associates Gaming
Specialists Inc. and/or Douglas Mac Donald received $38,049 per annum payable
monthly. The management contract provides for an automatic renewal every six
(6) months subject to any defaults by Mr. Mac Donald of the terms of the
contract. The contract also provides for a six (6) month severance package.
This contract expired as of April 1, 2003. Two (2) options were granted during
this period. The first option was granted on September 30, 2002 for 18,750
shares at $2.80 per share and expires on September 30, 2007. The Second option
was granted December 31, 2002 for 24,525 shares at $0.70 per share and the
expiration date of this option is to be determined by the Board of Directors.

Effective
April 1, 2003, Mac Donald & Associates Gaming Specialists Inc. receives
$84,000 CDN per annum payable monthly. The management contract provides for an
automatic renewal every six (6) months subject only to any defaults by Mr. Mac
Donald of the terms of the contract. The contract also provides for a six (6)
month severance package. In addition, effective April 1, 2003, Mr. Mac Donald
receives $18,000 CDN per annum payable monthly. The contract allows for an
automatic renewal every six (6) months subject only to any defaults by Mr. Mac
Donald of the terms of the contract. The contract also provides for a six (6)
month severance package.

On January 26,
2005, an option of 33,650 shares was granted to Douglas Mac Donald at $0.94 per
share. This option expires January 26, 2010.

Option Grants

The following
table sets forth information regarding stock option grants to our officers and
directors as of March 31, 2008: The option amounts and prices have changed due
to the 20 to 1 rollback of April 01, 2005

28

---



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)               
|Robert
  Robins  |  | 400,500-20,025                                          |  | 22%                            |  | $0.035- $0.70                      |  | (1)               

(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-$0.094                     |  | Jan/26/2010       
|Robert
  Robins  |  | 523,007-26,150                                          |  | 24%                               |  | $0.0470-$0.094                     |  | Jan/26/2010       
|Sonja Dreyer     |  | 483,795-24,189                                          |  | 22 1⁄2%                             |  | $0.0470-$0.094                     |  | Jan/26/2010       
|Kim Law          |  | 483,795-24,189                                          |  | 22 1⁄2%                             |  | $0.0470-$0.094                     |  | Jan/26/2010       

Option Exercises

One of the
Executive Officers named in the Summary Compensation Table has exercised a
portion of his 2002 options to purchase shares of our common stock on March 8,
2007.

The following
table sets forth details of each exercise of stock options as of March 31, 2009
by any of the named Executive Officers, and the March 31, 2009 value of
unexercised options on an aggregate basis.

29

---



Aggregated Options Exercised

|                    |  |                                               |  |                                     |  |                                                                                   |  |                                                                                                                
|------------------- |  | --------------------------------------------- |  | ----------------------------------- |  | --------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------
|Name                |  | Securities
  Acquired 
  on 
  Exercise
  (#) |  | Aggregate
  Value
  Realized 
  ($) |  | Unexercised Options 
  as of December 31, 2008
  Exercisable(2)/ 
  Unexercisable |  | Value of Unexercised in 
  the 
  Money-Options at 
  December 31, 
  2008 
  Exercisable/ 
  Unexercisable (1)
|                    |  |                                               |  |                                     |  |                                                                                   |  |                                                                                                                
|                   
|Douglas
  MacDonald |  | Nil                                           |  | Nil                                 |  | 24,525
  (exercise)                                                               |  | $0.035
  (exercise)                                                                                            
|                    |  |                                               |  |                                     |  | 0
  (unexercisable)                                                               |  | $0
  (unexercisable)                                                                                           
|                    |  |                                               |  |                                     |  |                                                                                   |  |                                                                                                                
|                    |  |                                               |  |                                     |  |                                                                                   |  |                                                                                                                
|Robert
  Robins     |  | 10,025                                        |  | $0.70                               |  | 10,000 (exercise)                                                                 |  | $0.035
  (exercise)                                                                                            
|                    |  |                                               |  |                                     |  | 0
  (unexercisable)                                                               |  | $0
  (unexercisable)                                                                                           
|                    |  |                                               |  |                                     |  |                                                                                   |  |                                                                                                                

(1)
Based on closing price of $0.04 on December 31, 2003.

(2)
Includes Options to purchase common shares within 60 days after December 31,
2003.

|                    |  |     |  |     |  |                     |  |                     
|------------------- |  | --- |  | --- |  | ------------------- |  | --------------------
|Douglas
  MacDonald |  | Nil |  | Nil |  | 33,650
  (exercise) |  | $0.047
  (exercise) 
|                    |  |     |  |     |  | 0
  (unexercisable) |  | $0
  (unexercisable)
|                    |  |     |  |     |  |                     |  |                     
|Robert
  Robins     |  | Nil |  | Nil |  | 26,150
  (exercise) |  | $0.047
  (exercise) 
|                    |  |     |  |     |  | 0
  (unexercisable) |  | $0
  (unexercisable)
|                    |  |     |  |     |  |                     |  |                     
|Sonja Dreyer        |  | Nil |  | Nil |  | 24,189
  (exercise) |  | $0.047
  (exercise) 
|                    |  |     |  |     |  | 0
  (unexercisable) |  | $0
  (unexercisable)
|                    |  |     |  |     |  |                     |  |                     
|Kim Law             |  | Nil |  | Nil |  | 24,189
  (exercise) |  | $0.047
  (exercise) 
|                    |  |     |  |     |  | 0
  (unexercisable) |  | $0
  (unexercisable)
|                    |  |     |  |     |  |                     |  |                     

(3)
Based on closing price of $0.0470 on January 26, 2005, multiplied by 20 =
$0.94.

(4)
Includes Options to purchase common shares within 5 years after January 26,
2005.

Compensation of Directors

We did not pay
any compensation for services provided by the directors during the fiscal year
ended December 31, 2007.

Termination of Employment and Change of
Control Arrangements

None.

Compensation Discussion and Analysis

The following
Compensation Discussion and Analysis (CD&A) provides information on the
compensation programs established for our Named Executive Officers during our
fiscal year ended December 31, 2008. All information provided herein should be
read in conjunction with the tables provided below.

30

---



Our Board of
Directors is responsible for establishing, implementing and monitoring the
policies governing compensation for our executives. Currently our Board does
not have a compensation committee. Our officers are members of our Board of
Directors and are able to vote on matters of compensation. We are not currently
under any legal obligation to establish a compensation committee and have
elected not to do so at this time. In the future, we may establish a
compensation committee if the Board determines it to be advisable or we are
otherwise required to do so by applicable law, rule or regulation. During the
year ended December 31, 2008 our Board did not employ any outside consultants
to assist in carrying out its responsibilities with respect to executive
compensation, although we have access to general executive compensation
information regarding both local and national industry compensation practices.
In future periods we may participate in regional and national surveys that
benchmark executive compensation by peer group factors such as company size,
annual revenues, market capitalization and geographical location.

The executive
employment market in general is very competitive due to the number of companies
with whom we compete to attract and retain executive and other staff with the
requisite skills and experience to carry out our strategy and to maintain
compliance with multiple Federal and State regulatory agencies. Many of these
companies have significantly greater economic resources than our own. Our Board
has recognized that our compensation packages must be able to attract and
retain highly talented individuals that are committed to our goals and
objectives, without at this time paying cash salaries that are competitive with
some of our peers with greater economic resources. Our compensation structure
is weighted towards equity compensation in the form of options to acquire
common stock, which the Board believes motivates and encourages executives to
pursue strategic opportunities while managing the risks involved in our current
business stage, and aligns compensation incentives with value creation for our
shareholders.

Components of Our Executive Compensation
Program

Our current
executive compensation program is entirely salary based. In the future we
intend to incorporate additional components we believe are necessary in order
for the Company to provide a competitive compensation package relative to our
peers and to provide an appropriate mix between short-term and long-term cash
and non-cash compensation. Elements of our future executive compensation are
likely to include:

| |   |                                                                                            
| | - | -------------------------------------------------------------------------------------------
| |  | Base Salary                                                                                
| |   |                                                                                            
| |  | Stock Awards                                                                               
| |   |                                                                                            
| |  | Other
  benefits available to all employees                                                
| |   |                                                                                            
| |  | Items
  specific to our President and Chief Executive Officer per an employment
  agreement

Base Salary: At
present we do not have a salary structure for employees and Executives, and
amounts are based on skill set, knowledge and responsibilities. Base salaries
may be established as necessary. During the year ended December 31, 2008 none
of our Named Executive Officers received a salary increase.

Stock Awards:
A portion of compensation paid to our executives will be equity based. We
believe equity compensation helps align the interests of our executives with
the interests of our shareholders. In that regard, our executives compensation
is subject to downside risk in the event that our common stock price decreases.
In addition, we believe stock awards provide incentives to aid in the retention
of key executives. No stock compensation awards were granted during the year
ending December 31, 2008.

Other
Benefits: Our Executive Officers and employees receive group benefits plan.

31

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following
table sets forth information concerning the beneficial ownership of our
outstanding common and preferred stock as of May 15, 2009 for: each of our
directors and executive officers individually; each person or group that we
know owns beneficially more than five percent (5%) of our common stock; and all
directors and executive officers as a group.

Rule 13d-3
under the Securities Exchange Act defines the term, beneficial ownership.
Under this rule, the term includes shares over which the indicated beneficial
owner exercises voting and/or investment power. The rules also deem common
stock subject to options currently exercisable or exercisable within sixty (60)
days, to be outstanding for purposes of computing the percentage ownership of
the person holding the options, but do not deem such stock to be outstanding
for purposes of computing the percentage ownership of any other person. The
applicable percentage of ownership for each shareholder is based on 592,785
shares of common stock and 1,416,143 shares of preferred stock outstanding as
of May 15, 2009 together with applicable options for that shareholder. Except
as otherwise indicated, we believe the beneficial owners of the common stock
listed below, based on information furnished by them, have sole voting and
investment power over the number of shares listed opposite their names.

|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|--------------------------------------------------------------- |  | ----------------------------------------------- |  | ------------------------------------- |  | -------------------------------------------------- |  | ---------------------------------------- |  | ----
|Name and Address of
  Beneficial Owner
  Officers and Directors |  | Number of
  Common Shares of
  Beneficial Owner |  | Percentage of
  Common Shares
  Owned |  | Number of
  Preferred Shares
  of Beneficial Owner |  | Percentage of
  Preferred Shares
  Owned |  | Note
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|                                                               
|Douglas N. Mac Donald                                           |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|St. Albert, Alberta, Canada                                     |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Shares Held)                                          |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Options Held)                                         |  | 58,175                                          |  |                                       |  | 36,200                                             |  |                                          |  | (1) 
|Patricia L. Mac Donald                                          |  |                                                 |  |                                       |  | 55,000                                             |  |                                          |  |     
|(Mac Donald Venture Corporation)                                |  |                                                 |  |                                       |  | 60,002                                             |  |                                          |  |     
|(Mac Donald & Assoc.)                                           |  |                                                 |  |                                       |  | 8,148                                              |  |                                          |  |     
|(989939 Alberta Ltd)                                            |  |                                                 |  |                                       |  | 65,862                                             |  |                                          |  |     
|(732352 Alberta Ltd)                                            |  | 37,502                                          |  |                                       |  | 35,838                                             |  |                                          |  |     
|(797320 Alberta Ltd.)                                           |  |                                                 |  |                                       |  | 66,530                                             |  |                                          |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total                                                           |  | 95,677                                          |  | 14.72%                                |  | 327,580                                            |  | 23.12%                                   |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Robert L. Robins                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  | (2) 
|Calgary, Alberta, Canada                                        |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Shares Held)                                          |  | 25,025                                          |  |                                       |  | 36,025                                             |  |                                          |  |     
|(Personal Options Held)                                         |  | 36,175                                          |  |                                       |  |                                                    |  |                                          |  |     
|(Robins Nest Holdings)                                          |  |                                                 |  |                                       |  | 38                                                 |  |                                          |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total                                                           |  | 61,200                                          |  | 9.75%                                 |  | 36,063                                             |  | 2.54%                                    |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Dr. Roy L. Queen                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  | (3) 
|Kamloops, B.C., Canada                                          |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Shares Held)                                          |  |                                                 |  |                                       |  | 121,119                                            |  |                                          |  |     
|(Personal Options Held)                                         |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Drin Holdings Ltd.)                                            |  | 10,030                                          |  |                                       |  |                                                    |  |                                          |  |     
|(Transural Trade)                                               |  |                                                 |  |                                       |  | 11,496                                             |  |                                          |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total                                                           |  | 10,030                                          |  | 1.70%                                 |  | 132,615                                            |  | 9.36%                                    |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Bernd Reuscher                                                  |  |                                                 |  |                                       |  |                                                    |  |                                          |  | (4) 
|Edmonton, Alberta, Canada                                       |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Shares Held)                                          |  |                                                 |  |                                       |  | 49,582                                             |  |                                          |  |     
|(Personal Options Held)                                         |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(989939 Alberta Ltd.)                                           |  |                                                 |  |                                       |  | 65,862                                             |  |                                          |  |     
|(MBR Venture Corp.)                                             |  |                                                 |  |                                       |  | 141,250                                            |  |                                          |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total                                                           |  |                                                 |  | 0%                                    |  | 256,694                                            |  | 18.11%                                   |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Kim Law                                                         |  |                                                 |  |                                       |  |                                                    |  |                                          |  | (5) 
|Calgary, Alberta, Canada                                        |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Shares Held)                                          |  | 50                                              |  |                                       |  | 15,000                                             |  |                                          |  |     
|(Personal Options Held)                                         |  | 24,189                                          |  |                                       |  |                                                    |  |                                          |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total                                                           |  | 24,239                                          |  | 3.94%                                 |  | 15,000                                             |  | 1.06%                                    |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Sonja Dreyer                                                    |  |                                                 |  |                                       |  |                                                    |  |                                          |  | (6) 
|Calgary, Alberta, Canada                                        |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Shares Held)                                          |  | 12,376                                          |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Options Held)                                         |  | 24,189                                          |  |                                       |  |                                                    |  |                                          |  |     
|(1035760 Alberta Ltd,)                                          |  |                                                 |  |                                       |  | 27,756                                             |  |                                          |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total                                                           |  | 36,565                                          |  | 5.94%                                 |  | 27,756                                             |  | 1.96%                                    |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Jack (John) Thomson                                             |  |                                                 |  |                                       |  |                                                    |  |                                          |  | (7) 
|Kingston, Ontario                                               |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Canada                                                          |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|(Personal Shares Held)                                          |  | 10,024                                          |  |                                       |  | 18,750                                             |  |                                          |  |     
|(Personal Options Held)                                         |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total                                                           |  | 10,024                                          |  | 1.69%                                 |  | 18,750                                             |  | 1.32%                                    |  |     
|                                                                |  |                                                 |  |                                       |  |                                                    |  |                                          |  |     
|Total shares owned by Officers and
  Directors                  |  | 237,735                                         |  | 37.73%                                |  | 814,458                                            |  | 57.47%                                   |  |     

32

---



(1)Douglas N. Mac Donald 423,257 Shares

36,200
preferred shares are held in the name of Douglas N. Mac Donald. 55,000
preferred shares are held in the name of Mr. Mac Donalds wife, Patricia Mac
Donald. 60,002 preferred shares are held in the name of Mac Donald Venture
Corporation of which Mr. Mac Donald is the sole officer and Director. 66,530
preferred shares are held in the name of 797320 Alberta Ltd. of which Mr. Mac
Donald is the sole officer and Director. 24,525 of these shares are held in the
form of stock options giving Mr. Mac Donald the right to purchase up to 24,525
shares for $0.70 per share with an ending date to be determined by the Board of
Directors. 33,650 of these shares are held in the form of stock options giving Mr.
Mac Donald the right to purchase up to 33,650 shares for $0.94 per share until
January 26, 2010. Douglas N. Mac Donald is part owner of 989939 Alberta Ltd.
with a share position of 65,862 preferred shares. *(50% is owned by Doug Mac
Donald and 50% is owned by Bernd Reuscher). 37,502 common shares are held in
732352 Alberta Ltd. In which Doug Mac Donald is the sole officer &
Director, 35,838 preferred shares are held in 732352 Alberta Ltd in which Mr.
Mac Donald is the sole officer and Director. 8,148 preferred shares are held in
the name of Mac Donald & Associates Gaming Specialists Inc., of which Mr.
Mac Donald is the sole officer and Director.

(2) Robert L. Robins 97,238 Shares

38 preferred
shares are held in the name of Robins Nest Holdings Inc. 36,025 preferred
shares are held in the name of Robert L. Robins. 25,025 common shares are held
in the name of Robert L. Robins. 10,000 of these shares are held in the form of
stock options giving Mr. Robins the right to purchase up to 10,000 shares for
$0.70 per share with an ending date determined by the Board of Directors.
26,150 of these shares are held in the form of stock options giving Mr. Robins
the right to purchase up to 26,150 shares for $0.94 per share until January 26,
2010.

33

---



(3) Dr. Roy Queen  142,645 Shares

121,119
preferred shares are held in the name of Dr. Roy L. Queen. 10,030 common shares
are held in the name of Drin Holdings Ltd., which is solely owned by Dr. Roy L.
Queen and 11,496 preferred shares are held in the name of Transural Trade Inc.,
which is solely owned by Dr. Roy L. Queen.

(4) Bernd Reuscher - 256,694 Preferred Shares

49,582 of
these shares are held in the name of Bernd Reuscher. 141,250 of these shares
are held in the name of MBR Venture Corp. of which Mr. Reuscher is the sole officer
and Director. Bernd Reuscher is part owner of 989939 Alberta Ltd. with a share
position of 65,862 shares. *(50% is owned by Bernd Reuscher and 50% is owned by
Doug Mac Donald).

(5) Kim Law 
39,239 Shares

50 common
shares and 15,000 preferred shares are held in the name of Kim Law. 24,189 of
these shares are held in the form of stock options giving Mr. Law the right to
purchase up to 24,189 shares for $0.94 per share until January 26, 2010.

(6) Jack (John) Thomson 28,774 Shares

11,250
preferred shares are held in the name of John Thomson 7,500 preferred shares
are held in the name of Jack John Thomson and 10,024 common shares are held in
the name of Jack Thomson.

(7) Sonja Dreyer 64,321 Shares

12,376 common
shares of these shares are held in the name of Sonja Dreyer, 255 preferred
shares of these shares are held in the name of Sonja Dreyer. 27,501 preferred
shares of these shares are in 1035760 Alberta Ltd, a numbered Corporation
wholly owned by Ms. Dreyer. 24,189 of these shares are held in the form of
stock options giving Ms. Dreyer the right to purchase up to 24,189 shares for
$0.94 per share until January 26, 2010. * Note- Ms. Goeseels name changed to
Ms. Sonja Dreyer in October 2006.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

None.

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits 
See attached list of exhibits following signature page.

|               |  |                                                                                                                                                      |  |          
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|Exhibit Number |  | Description                                                                                                                                          |  | Reference
|               |  |                                                                                                                                                      |  |          
|               |  |                                                                                                                                                      |  |          
|3.1(i)         |  | Articles of
  Incorporation filed and all amendments thereto filed with the Secretary of
  the State of Colorado on July 21, 1998                    |  | *        
|              
|3(i)(a)        |  | By-Laws of
  Westsphere Asset Corporation, Inc.                                                                                                      |  | *        
|              
|3(i)(b)        |  | By-Laws of
  Vencash Capital Corporation                                                                                                             |  | *        
|              
|31.1           |  | Section 302
  Certification - Chief Executive Officer                                                                                                |  |          
|              
|31.2           |  | Section 302
  Certification - Chief Financial Officer                                                                                                |  |          
|              
|32.1           |  | Certification
  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002 - Chief Executive Officer |  |          
|              
|32.2           |  | Certification
  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002 - Chief Financial Officer |  |          

|    |                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------
|*   | Incorporated by Reference Exhibitspreviously
  filed on Form 10-SB on December 1, 2000, File No. 0-32051.                        
|    |                                                                                                                                  
|(b) | Reports on
  Form 8-K  We filed one (1) report on Form 8-K during the last quarter of the
  fiscal year ended December 31, 2007.

34

---



ITEM 15. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

Audit Fees

The aggregate
fees billed for each of the last two (2) fiscal years for professional services
rendered by Miller & McCollom, Certified Public Accountants for the audit
of our annual financial statements and review of financial statements included
in our Form 10-QSB quarterly reports and services normally provided by Miller
& McCollom, Certified Public Accountants, in connection with statutory and
regulatory filings or engagements were $26,800 for the fiscal year ended 2006
and $10,000 for the fiscal year ended 2007.

Effective
April 1, 2007, Westsphere appointed Cordovano and Honeck LLP as our new
auditor. The change of the auditor is due to the five year terms rotation
requirements. The aggregate fees billed for each of the last two (2) fiscal
years for professional services rendered by Cordovano and Honeck LLP for the
audit of our annual financial statements and review of financial statements
included in our Form 10-QSB quarterly reports and services normally provided by
Cordovano and Honeck LLP, in connection with statutory and regulatory filings
or engagements were $30,300 for the fiscal year ended 2007 and $25,770 for the
fiscal year ended 2008.

Audit-Related Fees

There were no
fees for other audit related services for the fiscal years ended 2007 and 2008.

Tax Fees

There were no
fees for tax compliance, tax advice, and tax planning for the fiscal years
ended 2007 and 2008.

All Other Fees

There were no
other aggregate fees billed in either of the last two fiscal years for products
and services provided by Miller & McCollom, Certified Public Accountants,
and Cordovano and Honeck LLP other than the services reported above.

35

---



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 Donald                                 | 
|       |                                                             | 
|Name:  | Douglas N.
  Mac Donald                                     | 
|Title: | President                                                   | 
|Date:  | May 14, 2009                                                | 
|       |                                                             | 
|By:    | /s/ Kim Law                                                 | 
|       |                                                             | 
|Name:  | Kim Law
  Title: Principal Financial and Accounting Officer | 
|Date:  | May 14, 2009                                                | 

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 Donald        | 
|       |                                    | 
|Name:  | Douglas N.
  Mac Donald            | 
|Title: | President
  and Board of Directors | 
|Date:  | May 14, 2009                       | 
|       |                                    | 
|By:    | /s/ Robert
  L. Robins             | 
|       |                                    | 
|Name:  | Robert L.
  Robins                 | 
|Title: | Board of
  Directors               | 
|Date:  | May 14, 2009                       | 
|       |                                    | 
|By:    | /s/ Bernd
  Reuscher               | 
|       |                                    | 
|Name:  | Bernd
  Reuscher                   | 
|Title: | Board of
  Directors               | 
|Date:  | May 14, 2009                       | 
|       |                                    | 
|By:    | /s/ Roy L.
  Queen                 | 
|       |                                    | 
|Name:  | Roy L. Queen                       | 
|Title: | Board of
  Directors               | 
|Date:  | May 14, 2009                       | 
|       |                                    | 
|By:    | /s/ Kim Law                        | 
|       |                                    | 
|Name:  | Kim Law                            | 
|Title: | Board of
  Directors               | 
|Date:  | May 14, 2009                       | 
|       |                                    | 
|By:    | /s/ John
  (Jack) Thomson          | 
|       |                                    | 
|Name:  | Jack Thomson                       | 
|Title: | Board of
  Directors               | 
|Date:  | May 14, 2009                       | 

36

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