---

---

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

(Mark One)

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

# For the fiscal year
ended December 31, 2007

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

For the transition
period from ___________ to _____________

Commission file number:
0-32051

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

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

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

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

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

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

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

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

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.  [X]   Yes   [_] No

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

---



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

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

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

$396,869as of March 31,
2008

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

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

Check
 whether  the  issuer has filed all  documents  and  reports  required  to be filed by
 Section  12, 13, or 15(d) of the Exchange Act after the distribution of securities under
a plan confirmed by a court. [_]  Yes       [_]  No

# (APPLICABLE ONLY TO
CORPORATE REGISTRANTS)

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

# DOCUMENTS INCORPORATED
BY REFERENCE

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

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

---



# TABLE OF CONTENTS

|           | Page | 
|---------- | ---- | 
|
|PART I     |      | 
|ITEM 1.    |      | 
|ITEM 2.    |      | 
|ITEM 3.    |      | 
|ITEM 4.    |      | 
|           |      | 
|PART II    |      | 
|ITEM 5.    |      | 
|ITEM 6.    |      | 
|ITEM 7.    |      | 
|ITEM 8.    |      | 
|           |      | 
|PART III   |      | 
|ITEM 9.    |      | 
|ITEM 10.   |      | 
|ITEM 11.   |      | 
|ITEM 12.   |      | 
|ITEM 13.   |      | 
|ITEM 14.   |      | 
|SIGNATURES |      | 
|           |      | 

i

---



# 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, 2007, holds under management nine hundred and twenty
(920) 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 nine hundred and twenty (920)
ATM sites managed by Vencash Capital & Vencash Capital owns seventy-six (76) and the
balance is owned by private purchasers or investors. Vencash Capital is one of several
nationwide companies involved in the private ATM market in Canada and presently has one
(1) distributor in the Maritime region, three (3) independent distributors in the Metro
Toronto area of Ontario, 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.

1

---



Vencash Capitals principal
operations are in Calgary, Alberta with several contracted sales persons and three (3)
service and system technicians.

The expansion of the present
operations of Vencash Capital have allowed for some integration of other opportunities for
the Corporation to supply financial services and related packages, which have been
marketed in conjunction with the ATM placement network. (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.

Kan-Can Resorts Ltd.

On June 1, 1999, we acquired a ten
percent (10%) interest in Kan-Can Resorts Ltd. (Kan-Can) from Lee Beasley and
William Beasley by exchanging a total of 290,000 of our common shares for 69,500 common
shares of Kan Can Resorts Ltd. The shares of Kan-Can which we acquired in this exchange
contain anti-dilution provisions which require that any shares issued in Kan-Can be issued
on a pari-parsu basis to preclude dilution of our share holdings below ten percent (10%)
of the total issued and outstanding common shares of Kan-Can.

In a settlement of the legal
proceeding between Kan Can and Alpine Resort Ltd., on December 5, 2001, Kan-Can Resorts
Ltd. sold its head lease and all its assets to Banff Gate Mountain Resort Association
(Banff Gate) for a total of $465,087 to Banff Gate Mountain Resort
Association. The owners of Banff Gate Mountain Resort are some of the timeshare owners of
Alpine Resort Ltd. The terms of the sale was a deposit of $106,844 and a six (6) year loan
of $358,243 at four-and-a quarter percent (4.25%) per annum with monthly payments of
$5,646 commencing on May 1, 2002. Banff Gate Mountain Resort Association agreed to return
thirty-two percent (32%) of Kan-Can Resorts Ltd. for cancellation and with the purchase of
a group of minority Kan-Can shareholders, Westsphere became a 99% owner of Kan-Can.
Resorts Ltd.

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 is as described used herein means as
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 a purchases of goods or services. On January 04, 2006,Westsphere POS Services Ltd. WESTSPHERE POS SERVICES LTD changed its name toVencash 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.)

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

2

---



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 is now one of our wholly owned subsidiaries. (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, is 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.).

3

---



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 has been, both in the
past and presently, 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.
Vencash Capital also contracts with Triton Systems, Inc., a supplier of ATM equipment.
(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.

4

---



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.

Vencash Capital is one of several
nation-wide companies involved in the private ATM market in Canada and presently has one
(1) distributors in the Maritime region of Canada, three (3) independent distributors 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.

5

---



At present, Vencash Capital acts as a
channel which contracts its financial electronic transfer responsibilities
with two (2) switches (Data West Solutions and Calypso Canada Ltd.). It is our
intention to develop our own self sufficient switch associated directly with
the Canadian INTERAC network.

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. The opportunity for
Vencash Capital to have an ownership interest in a switch is, of foremost
importance to our management and we continue to give this project high priority.

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 as well as capitalization of its own switch
development.

Growth Strategy and
Market Niche

Vencash Capital is 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 its growth
within the ATM market place into the future as follows:

| | i. | In
2007, Vencash Capital plans to evaluate the management of its ATMs in the
          Canadian marketplace and focus on maximizing its returns from its existing
          financial footprint.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | Vencash
Capital plans to continue to grow its regional ATM distribution network           in both
sales and servicing of ATMs and to expand its POS presence across the
          distribution network.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii. | Vencash
Capital plans to establish a corporate based and managed national sales           force
to augment and enhance its ATM distribution network across Canada.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Canadian 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.

6

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Vencash Capital believes that the
Canadian market, enhanced by national access to all regions within Canada through the
INTERAC System, provides it with an opportunity to continue its growth through sales and
distribution networks.

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

Focusing on customer site and
consumer service, Vencash Capital has focussed 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.

From its inception to date, Vencash
Capitals brand recognition has been positively reinforcing site customer and ATM
consumer confidence. The Canadian marketplace has demonstrated that ATM site owners are
receptive to positive and dependable customer service. Vencash Capital has increased its
marketing and distribution network development with its administrative, operational and
service mechanisms and plans to continue its expansion in established and new areas.
Vencash Capitals management plans to expand the business operations of Vencash
Capital by continuing to support its partnership program with its current distribution
network. To add and enhance its network of regional distributors, Vencash Capital intends
to establish a corporate based and managed national sales force to augment and enhance its
ATM distribution network across Canada.

Vencash Capitals management
believes there will be a continued consolidation in the white-label ATM marketplace in
2007. 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.

7

---



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.
| | --- | ---------------------------------------------------------------------------------------------------------

We have a large customer base and a
large geographical area in which to market our products. Vencash Capital presently has
nine (11) 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. Our management believes that the
expansion of the present operations of Vencash Capital will allow for vertical integration
of other opportunities for us to supply financial services and packages, which can be
marketed in conjunction with the ATM placement network

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.

|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 sale and distribution systems remain ongoing through our controlled
subsidiary, TRAC POS Processing Inc., and 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 retailers account from the customers banking or credit
card provider on a daily basis for a purchase of goods or services. On January 04,
2006,Westsphere POS changed its name toVencash POS Services Inc.
(Vencash POS) with the intent that Vencash POS would consolidate all of our
POS related business activityto date, the consolidation process is ongoing and
until such time as the consolidation is completed, there will be limited business
activity.

8

---



|d. | Business
of Kan-Can Resorts Ltd.
|-- | --------------------------------

Kan-Can acquired three hundred
thirty-two (332) acres of recreational land located on a Province Government Head lease
located near the City of Canmore in the Province of Alberta, Canada. The annual cost of
the lease was approximately $5,300 with lease expiry and renewal scheduled for October 31,
2004.

Alpine Resort Haven Ltd.
(Alpine) was formed as a limited partnership with Kan-Can owning a
seventy-four percent (74%) interest and acting as the general partner. Alpine constructed
and operated a timeshare resort on the leased land, but was petitioned into bankruptcy in
April 2000. On October 19, 2001, we purchased an additional fifty-seven percent (57%)
interest in Kan-Can from 347830 Alberta Ltd. Westsphere we thereby became acquired a
sixty-seven percent (67%) majority owner of 67% interest after the acquisition. Westsphere
Our interest in Alpine later increased to then became a ninety-nine percent (99%) owner of
Kan Can through as a result of a settlement reached with a corporation established by some
of Alpines Resorts timeshare owners.

On November 26, 2001, Kan-Can sold
the head lease to the property for $465,087 ($740,000 CDN) along with Kan-Can common stock
equaling thirty-two percent (32%) of the outstanding shares before the transaction. A
mortgage bearing an interest rate of four-and-a-half percent (4.5%) with monthly payments
(principal and interest) of $5,720 ($8,982 CDN), is accounted for by us as a debt
investment being held to maturity. The shares received were returned to the treasury and
cancelled. As a result of this transaction, our ownership percentage of Kan-Can increased
to ninety-nine percent (99%) and we accordingly adjusted our equity in the subsidiary by
$1,630. Kan-Can continues to have no business activities other than collecting the monthly
mortgage payments resulting from the sale of the head lease on November 26, 2001. In 2004,
we were notified by the mortgagee, and subsequently confirmed in documentary form, that
the government head lease had been renewed for an additional twenty-five (25) years
thereby entitling Kan-Can to the continued receipt of mortgage proceeds. Final payment of
our mortgage financing arrangements mature with the last mortgage payment scheduled for
August 3, 2007. It is anticipated that the business of Kan-Can will be wound down upon
completion of the financial arrangements. On April 1, 2007, Banff Gate Mountain Resort
Ltd. exercised their option to pay the mortgage in full.

With no further business operations
and all outstanding receivables have been paid and received including the expiration
forward benefits of any loss carried, Kan-Can will be either sold or wound down by
Westsphere at the end of the first quarter of 2008 based on a best case formulation
related to the divestiture of Kan Can from Westspheres business operations.

|e. | Business
of Westsphere Systems Inc.
|-- | -----------------------------------

Westsphere Systems was formed to
provide us 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 will make Westsphere Systems 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. | Providing
internal security for intellectual property and technical development.
| | --- | --------------------------------------------------------------------------------

| | iii. | 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.
| | -- | ------------------------------------------------------------------------------------------------------------

9

---



Westsphere Systems has a staff of (5)
one and (3) three 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
| | -- | ------------------------------

|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 opeartions. This project is now pending
until determination of its appropriate applications. E-Debit has had no new business
activity to date.

|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.

10

---



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 although 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 has determined that
the operation of cheque cashing services, corporate registry and filing services was not
in the core business model as the fee per transaction based business operations of its
ATM, POS and card management businesses. As a result we have been meeting with the
Edmonton based distributor to determine whether we wind this business down or sell off the
business concept to the remaining distributor. This determination should be concluded by
the end of the 2nd quarter of 2008.

# Current Stage of Our
Development

Our group of companies employs
eighteen (18) full-time employees and three (3) contracted consultants working in our
offices in Calgary, Alberta.

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).

# 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)
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

---



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.

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.

# 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 2007 fiscal year. The Annual Meeting of
Shareholders will be held on December 06, 2008.

# PART II

# ITEM 5.   MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On June 22, 2001, our common stock
was posted for trading on the Over-the-Counter Bulletin Board (OTCBB) under
the symbol WSHA.

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:

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

|2006        |  | High |        | Low | 
|----------- |  | ---- | ------ | --- | 
|1st Quarter |  |      | $0.383 |     | 
|2nd Quarter |  |      | $0.234 |     | 
|3rd Quarter |  |      | $0.328 |     | 
|4th Quarter |  |      | $0.255 |     | 

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

12

---



As of March 31, 2008, 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.

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 |  |                                                                                                 |  | 0                                                                               |  |                                                                                                                                                     | 0      
|security holders                      |  |                                                                                                
|                                      |  |                                                                                                 |  |                                                                                 |  |                                                                                                                                                    
|Equity compensation  plans  not       |  |                                                                                                 |  | 214,583                                                                         |  | $                                                                                                                                                   | 193,421
|approved by security holders (1)      |  |                                                                                                 |  |                                                                                 |  |                                                                                                                                                     |        
|                                      |  |                                                                                                 |  |                                                                                 |  |                                                                                                                                                    
|Total                                 |  |                                                                                                 |  | 214,583                                                                         |  | $                                                                                                                                                   | 193,421
|                                      |  |                                                                                                 |  |                                                                                 |  |                                                                                                                                                    

(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.              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 $314,427 from operations for the twelve month period ending
December 31, 2007. During the period of operations ending December 31, 2006, Westsphere
and its subsidiaries generated a net income of $139,794. The decrease in year 2007s
net income of $454,221 over the previous year was primarily due to a significant increase
in legal and accounting fees of $106,798, an increase in salaries and benefits of
$112,021, an increase in travel, delivery and vehicle expenses of $43,924, an increase in
other expenses of $87,668, an increase in interest expense of $15,790, a significant
decrease in currency exchange gain of $95,413, and a decrease in interest income of
$48,032.

13

---



An increase in legal and accounting
fees was primarily due to an increase in a number of minor lawsuits from Westspheres
subsidiary Vencash. However, these lawsuits have no significant material impact to the
business. The audit and filing fees also increased was caused by the transition process to
a new auditor as required by the professional accounting standards for an auditor to
rotate every five years term.

An increase in salaries and benefits
from the previous year 2006 of $724,448 to $836,469 which was primarily due to an
additional three new positions to the organization; a sales manager, a service technician,
and a junior accountant.

An increase in travel, delivery and
vehicle expenses was caused by an increase in number of placement of ATMs in the
marketplace, and Westspheres subsidiary, Vencash, leased four additional vehicles
for the Sales and Service departments.

An increase in other expenses was
primarily caused by an increase in office lease and staff accommodation totaling $44,756,
an impairment loss totaling $23,719 on the purchase of additional 26% interest in Trac Pos
Processing Inc., and the remainder of $19,193 was related to various general and
administrative expenses.

An increase in interest expense was
due to Westsphere entered into two new loan agreements during year 2007 totaling $235,234
($231,000 CDN), bearing interest at 12% per annum, blended monthly payments of interest
only of $2,352 ($2,310 CDN). The purpose of these loan are to supply vault cash to
Westspheres wholly owned subsidiary Vencashs customers ATM equipment and site
locations. In addition, Westsphere also committed to pay $1,527 ($1,500 CDN) interest per
month to an investor whose vault cash Westspheres subsidiary Vencash customer ATM
equipment and site locations. Revenue from these funds will be generated from surcharge
transactions.

The decrease in gain on currency
exchange of $95,413 was caused by Westspheres subsidiary Vencash no longer
experiencing the fluctuation of currency exchange gain of 15% as the same period from
previous year which is used between the time the payable is recorded and the time the
payable is paid to an ATM supplier.

A significant decrease in interest
income of $48,032 was primarily 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.

Also contributing to the decrease in
year 2007s net income was a decrease of $230,694 in gross revenue. The decrease is
primarily caused by a decrease in equipment and supplies sales of $96,163, a decrease in
residual and interchange income of $101,805, and a decrease in other revenue of $32,726.

The significant 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, 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.

The decrease in residual and
interchange income gross of $101,805 from the previous year: in 2006 the gross of residual
and interchange income totaled $4,162,286, whereas in 2007, the gross of residual and
interchange income totaled $4,060,481. This decrease was mainly caused by a decrease in
the number of placements of ATMs in year 2007. 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%.

14

---



In January 2007, Westsphere issued
31,058 common shares at a fair market value at $1.38 ($1.62 CDN) per share.  We
executed a share exchange agreement with unaffiliated TRAC shareholders to exchange a
total of 24,142 shares of our 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,
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 $1.38 ($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%).

In March 2007, Westsphere received
$7,017 from an executive officer who exercised a portion of his 2002 options to purchase
10,025 shares of common stock.

In May 2007, Westspheres
subsidiary Vencash entered into a loan agreement with its major ATM supplier requiring
blended monthly payments of principal and interest of $885 ($869 CDN) to May 2012; with a
final payment of $90 in May 2012.

In June 2007, Westspheres
subsidiary Vencash entered into a loan agreement with its major ATM supplier, requiring
blended monthly payments of principal and interest of $885 ($869 CDN) to June 2012; with a
final payment of $90 in June 2012.

In September 2007, Westspheres
subsidiary Vencash entered into a loan agreement totaling $101,833 ($100,000 CDN) with an
external arms-length investor, blended monthly payments of interest only of $1,018 ($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.

In October 2007, Vencash Capital
Corporation commenced an agreement with Trans Armored Canada Ltd. a Halifax, Nova Scotia,
Canada based corporation providing armored transport/ATM technical services for the
delivery of currency and maintenance of cash dispensing machines.  The terms of the
agreement allows an option for Vencash to acquire a twenty percent share position within
TAC and the allocation of the right to appoint fifty percent of the board of Directors of
TAC.  Financially Vencash will participate equally with TAC in the distribution of
revenues both profit and loss.  To date Vencash has not acquired any TAC ownership
nor has Vencash appointed any Directors to TAC.

On October 21, 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 whereby Westsphere Systems Inc. is an indirect connect member.

In order to fund Westspheres
business growth in TAC and in its development of its electronic payment Switch as per its
agreements with TAC and ACI, Westsphere is dependent upon private placements, loans and/or
joint venture arrangements along with Westspheres subsidiary cash flows to meet its
financial needs.

On November 5, 2007,
Westspheres subsidiary Westsphere Systems Inc. raised $133,401 ($131,000 CDN)
through a loan agreement with an external arm-length investor, 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.  The purpose of the loan is to funds the start up costs for
the switch development.

In order to grow Westspheres
businesses in ATM machines, in Finance/Lease 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, the
sale of ATM and POS machines, and from Financing and leasing charges.

15

---



Changes in Financial
Position

During fiscal year 2006, total assets
decreased to $1,303,752 primarily due to a decrease in inventory of ATM machines and POS
machines of $96,284, a decrease in prepaid expenses and deposit of $33,871, and a
repayment in mortgage receivables of $85,898. The decrease in inventory was caused by
Westspheres subsidiary Vencash Capital mainly focusing on the finance/lease program
offered by an ATM supplier for the placement of ATMs, therefore, the Company intended to
maintain lower levels of inventory for resale/lease for ATMs on hand at year end.

As of December 31, 2006,
Westspheres current liabilities consisted of accounts payable of $576,621 and
accounts payable to related parties of $122,463. Accounts payable includes a payable of
$12,506 to suppliers for the purchase of ATM machines and POS machines, $174,740 is
payable for the return of surcharge and interchange, long term lease payable to ATM
suppliers in the amount of $197,475, legal and accounting fees of $32,894, and $159,006
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 $64,624, a loan advanced from Westspheres President in the
amount of $32,102, and a cash advance from Westspheres Vice President in the amount
of $25,737 which was repaid in January 2007.

Long term liabilities as at December
31, 2006 consisted of a bank loan totaling $14,125 for funds to pay down accounts payable
to a major supplier, and $223,771 for outstanding accounts due to shareholders of
Westsphere. Westspheres shareholder loans related to TRAC of $155,183 has an
interest rate of 18% per annum. This is a demand loan.  The remaining balance of
shareholder loans total $68,588 with no specific terms of repayment.

Shareholders equity as of
December 31, 2006 was $366,772, inclusive of an accumulated loss from operations of
$1,635,374, as compared to shareholders equity of $105,557 as of the same date from the
previous year. The increase in shareholders equity of $261,215 was primarily due to
a restatement of year 2004 intangible assets of TRAC POS remainder impairment loss of
$285,631. At December 31, 2004, Westspheres management evaluated the estimated
future cash flows associated with the intangible assets of TRAC POS, and recorded an
impairment loss of $491,205. After further analysis, Westspheres management
determined that the impairment should have included an additional loss of $285,631 for the
fiscal year ending 2004. Retained earnings and the Statement of Stockholders Equity
have been restated for this amount.

Total issued and outstanding share
capital as of the year ending December 31, 2005 was 621,939 common shares and 1,215,721
preferred shares as compared to a total of 551,702 common shares and 1,416,143 preferred
shares as of December 31, 2006. The conversion from common to preferred shares during the
year is a result of the shareholders resolution, approved at the Annual Meeting of
Shareholders held on December 7, 2002.

In December 2006, Westsphere issued
130,185 preferred shares: 4,767 preferred shares issued to a former employee who exercised
his option, and 125,418 preferred shares issued to four convertible debentures related
parties who exercised their options to convert into preferred stock at $1 per share. The
outstanding debentures are payable to persons who are shareholders of the Company.

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.

16

---



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.

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.

17

---



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.)

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.

Liquidity

Westsphere was able to raise $235,234
($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 $101,833 ($100,000 CDN) and
$133,401 ($131,000 CDN) is used for the switch development. Westsphere did not raise funds
last year to facilitate Vencash Capital growth opportunities due to the condition of
Corporations financial market.

18

---



Westsphere expects that its need for
liquidity will increase in 2008 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 resulting 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s subsidiary Vencash Capital will generate sufficient revenues to meet
overhead needs.  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
$1,062,166 are higher than its current liabilities of $847,186 as at the year ending
December 31, 2007.  The current liabilities include the accounts payable to related
parties of $178,350 which consist of the bonuses to Officers and Directors 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.

In March 2008, the Company has
entered into an agreement to sell all inactive companies to external arms-length investors
and expecting to complete the sale by the second quarter of year 2008. The purpose of the
sale is to save costs and reduce the audit and legal fees, since these companies do not
have business activities or are outside of the Corporations fee per transaction revenue
model.

Long Term

As mentioned above, Westsphere
believes that its subsidiary, Vencash Capital, generates sufficient ongoing revenue to
ensure that Westsphere is a going concern.

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. To fund the
switch development project, Westsphere will continue to be dependent on equity funds
raised, joint venture arrangements and/or loan proceeds.

Capital Resources

The primary capital resource of
Westsphere is the operations of Vencash Capital, its wholly owned subsidiary.

19

---



# ITEM 7.    FINANCIAL
STATEMENTS

# WESTSPHERE ASSET
CORPORATION, INC.

# CONSOLIDATED FINANCIAL
STATEMENTS

# with

# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

# December 31, 2007

|                                                                         | Page | 
|------------------------------------------------------------------------ | ---- | 
|Report of Independent Registered Public Accounting Firm                  |      | 
|                                                                         |      | 
|Consolidated Financial Statements:                                       |      | 
|                                                                         |      | 
|Consolidated Balance Sheet at December 31, 2007                          |      | 
|                                                                         |      | 
|Consolidated Statements of Operations for the Years Ended December 31,   |      | 
|2007 and 2006                                                            |      | 
|                                                                         |      | 
|Consolidated Statement of Changes in Stockholders' Equity for the Period |      | 
|from January 1, 2006 through December 31, 2007                           |      | 
|                                                                         |      | 
|Consolidated Statements of Cash Flows for the Years Ended December 31,   |      | 
|2007 and 2006                                                            |      | 
|                                                                         |      | 
|Notes to Consolidated Financial Statements                               |      | 

F-1

---



# Report of Independent
Registered Public Accounting Firm

Board of DirectorsWestsphere
 Asset Corporation, Inc.

We
have audited the accompanying consolidated balance sheets of Westsphere Asset Corporation,
Inc. as of December 31, 2007, and the related consolidated statements of operations,
stockholders equity, and cash flows for the year ended December 31, 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 audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the
audit 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 also 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 consolidated financial position of Westsphere Asset Corporation, Inc. as of
December 31, 2007 and the consolidated results of their operations, stockholders
equity, and their cash flows for the year ended December 31, 2007, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Cordovano and Honeck LLPCordovano and Honeck LLPEnglewood,
Colorado April 4, 2008

F-2

---



# Report of Independent
Registered Public Accounting Firm

Board of DirectorsWestsphere
Asset Corporation, Inc.

We
have audited the accompanying consolidated balance sheets of Westsphere Asset Corporation,
Inc. as of December 31, 2006, and the related consolidated statements of operations,
stockholders equity, and cash flows for the year ended December 31, 2006. 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 audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the
audit 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 also 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 consolidated financial position of Westsphere Asset Corporation, Inc. as of
December 31, 2006 and the consolidated results of its operations, stockholders
equity, and its cash flows for the year ended December 31, 2006, in conformity with
accounting principles generally accepted in the United States of America.

/s/ Miller and McCollom

MILLER AND MCCOLLOM Certified Public
Accountants 4350 Wadsworth Boulevard, Suite 300 Wheat Ridge, Colorado 80033

April 16, 2007

F-3

---



# WESTSPHERE ASSET
CORPORATION, INC.Consolidated
Balance Sheets  December 31, 2007
and 2006

|                                                              | 2007 |  | 2006 |           
|------------------------------------------------------------- | ---- |  | ---- | ----------
|ASSETS                                                        |      |  |      |           
|                                                              |      | 
|CURRENT ASSETS                                                |      | 
|Cash                                                          |      |  | $    | 211,710   
|Accounts receivable net of allowance for doubtful             |      | 
|accounts of $88,258 and $75,292                               |      |  |      | 483,934   
|Accounts receivable - related parties                         |      |  |      | 39,656    
|Inventory                                                     |      |  |      | 264,027   
|Prepaid expense and deposit                                   |      |  |      | 62,839    
|Current portion of mortgage receivable                        |      |  |      |          
|                                                              |      |  |      |           
|Total current assets                                          |      |  |      | 1,062,166 
|                                                              |      | 
|Property and equipment, net of depreciation                   |      |  |      | 377,986   
|Note receivable                                               |      |  |      | 11,502    
|Intellectual property                                         |      |  |      | 39,228    
|Mortgage receivable                                           |      |  |      |          
|Deferred tax benefits                                         |      |  |      | 55,866    
|                                                              |      |  |      |           
|Total assets                                                  |      |  | $    | 1,546,748 
|                                                              |      |  |      |           
|LIABILITIES AND STOCKHOLDERS' EQUITY                          |      | 
|                                                              |      | 
|CURRENT LIABILITIES                                           |      | 
|Accounts payable and accrued expenses                         |      |  | $    | 504,886   
|Current portion of loans                                      |      |  |      | 113,034   
|Accounts payable, related parties                             |      |  |      | 178,350   
|                                                              |      |  |      |           
|Total current liabilities                                     |      |  |      | 796,270   
|                                                              |      | 
|Shareholder loans                                             |      |  |      | 264,310   
|Bank loan                                                     |      |  |      |          
|Loans payable, less current portion                           |      |  |      | 324,633   
|                                                              |      |  |      |           
|Total liabilities                                             |      |  |      | 1,385,213 
|Minority interest in subsidiaries                             |      |  |      |          
|                                                              |      | 
|COMMITMENTS AND CONTINGENCIES                                 |      |  |      |          
|                                                              |      | 
|STOCKHOLDERS' EQUITY                                          |      | 
|Preferred stock - authorized 75,000,000 shares, no par value, |      | 
|1,416,143 shares issued and outstanding at                    |      | 
|December 31, 2007 and December 31, 2006                       |      |  |      | 1,400,719 
|Common stock - authorized 75,000,000 shares, no par value;    |      | 
|592,785 shares issued and outstanding at                      |      | 
|December 31, 2007 and 551,702 at December 31, 2006            |      |  |      | 558,960   
|Accumulated other comprehensive income                        |      |  |      | 151,657   
|Accumulated deficit                                           |      |  |      | (1,949,801
|                                                              |      |  |      |           
|Total stockholders' equity                                    |      |  |      | 161,535   
|                                                              |      |  |      |           
|Total liabilities and stockholders' equity                    |      |  | $    | 1,546,748 
|                                                              |      |  |      |           

F-4

---



# WESTSPHERE ASSET
CORPORATION, INC. Consolidated
Statements of Operations  For the Years Ended
December 31, 2007 and 2006

|                                              | 2007 |  | 2006 |          
|--------------------------------------------- | ---- |  | ---- | ---------
|Revenue -                                     |      |  |      |          
|Equipment and supplies                        |      |  | $    | 289,736  
|Residual and interchange income               |      |  |      | 4,060,481
|Other                                         |      |  |      | 80,706   
|                                              |      |  |      |          
|Total revenue                                 |      |  |      | 4,430,923
|                                              |      |  |      |          
|Cost of sales -                               |      | 
|Equipment and supplies                        |      |  |      | 244,961  
|Residual and interchange costs                |      |  |      | 2,418,863
|Other                                         |      |  |      | 136,428  
|                                              |      |  |      |          
|Total cost of sales                           |      |  |      | 2,800,252
|                                              |      |  |      |          
|Gross profit                                  |      |  |      | 1,630,671
|Operating expenses -                          |      | 
|Depreciation and amortization                 |      |  |      | 113,374  
|Consulting fees                               |      |  |      | 177,537  
|Legal and accounting fees                     |      |  |      | 181,869  
|Salaries and benefits                         |      |  |      | 836,469  
|Travel, delivery and vehicle expenses         |      |  |      | 186,156  
|Currency exchange                             |      |  |      | (16,490  
|Other                                         |      |  |      | 463,908  
|                                              |      |  |      |          
|Total operating expenses                      |      |  |      | 1,943,823
|                                              |      |  |      |          
|Income (loss) from operations                 |      |  |      | (313,152 
|                                              |      | 
|Other income -                                |      | 
|Interest income                               |      |  |      | 11,075   
|Interest expense                              |      |  |      | (58,303  
|                                              |      |  |      |          
|Net income (loss) before income taxes         |      |  |      | (360,380 
|                                              |      | 
|Provision for income taxes                    |      |  |      | 45,953   
|                                              |      |  |      |          
|Net income (loss)                             |      |  | $    | (314,427 
|                                              |      |  |      |          
|Net income (loss) per common share            |      | 
|Basic                                         |      |  | $    | (.54     
|Fully Diluted                                 |      |  | $    | nm       
|                                              |      | 
|Weighted average number of shares outstanding |      | 
|Basic                                         |      |  |      | 584,569  
|Fully Diluted                                 |      |  |      | 2,000,712
|                                              |      | 
|Other comprehensive income (loss) -           |      | 
|Net (loss) earnings                           |      |  | $    | (314,427 
|Foreign currency translation adjustment       |      |  |      | 59,491   
|                                              |      |  |      |          
|Total comprehensive income (loss)             |      |  | $    | (254,936 
|                                              |      |  |      |          

F-5

---



# WESTSPHERE ASSET
CORPORATION, INC. Consolidated Statements of
Changes in Stockholders' Equity  For the Years
Ended December 31, 2007 and 2006

|                              | Preferred Stock |  | Common Stock |           | Foreign
Currency
Translation |   | Accumulated |  | 
|----------------------------- | --------------- |  | ------------ | --------- | ---------------------------- | - | ----------- |  | 
|
|Balance, January 1, 2006      |                 |  |              | 1,215,721 |                              | $ | 1,182,897   |  | 
|                              |                 | 
|Imputed interest contributed  |                 |  |              |          |                              |   |            |  | 
|Exercise of options           |                 |  |              | 4,767     |                              |   | 4,481       |  | 
|Conversion of Debenture       |                 |  |              | 125,418   |                              |   | 144,975     |  | 
|Exchange of common stock      |                 | 
|for preferred                 |                 |  |              | 70,237    |                              |   | 68,366      |  | 
|Net income for the year ended |                 | 
|December 31, 2006             |                 |  |              |          |                              |   |            |  | 
|Rounding *                    |                 |  |              | 2         |                              |   |            |  | 
|                              |                 |  |              |           |                              |   |             |  | 
|Balance, December 31, 2006    |                 |  |              | 1,416,143 |                              |   | 1,400,719   |  | 
|                              |                 | 
|Exercise of options           |                 |  |              |          |                              |   |            |  | 
|Shares issued for acquisition |                 | 
|of subsidiary stock           |                 |  |              |          |                              |   |            |  | 
|Net income for the year ended |                 | 
|December 31, 2007             |                 |  |              |          |                              |   |            |  | 
|                              |                 |  |              |           |                              |   |             |  | 
|Balance, December 31, 2007    |                 |  |              | 1,416,143 |                              | $ | 1,400,719   |  | 
|                              |                 |  |              |           |                              |   |             |  | 

*The rounding of 2 shares
is due to 20:1 split of the common share.

F-6

---



# WESTSPHERE ASSET
CORPORATION, INC. Consolidated
Statements of Cash Flows  For the Years Ended
December 31, 2007 and 2006

|                                                    | 2007 |  | 2006 |         
|--------------------------------------------------- | ---- |  | ---- | --------
|Cash flows from operating activities:               |      |  |      |         
|Net (loss) income from operations                   |      |  | $    | (314,427
|Reconciling adjustments -                           |      | 
|Depreciation and amortization                       |      |  |      | 113,374 
|Other non-cash transactions                         |      |  |      | 51,303  
|Changes in operating assets and liabilities         |      | 
|Accounts receivable                                 |      |  |      | (159,998
|Inventory                                           |      |  |      | (4,584  
|Prepaid expenses and other                          |      |  |      | (88,545 
|Accounts payable and accrued liabilities            |      |  |      | (57,817 
|                                                    |      |  |      |         
|Net cash (used for) provided by operations          |      |  |      | (460,694
|                                                    |      |  |      |         
|Cash flows from investing activities:               |      | 
|Purchase of equipment                               |      |  |      | (282,867
|Disposal of equipment                               |      |  |      | 71,907  
|Collections of loans receivable                     |      |  |      | 72,915  
|                                                    |      |  |      |         
|Net cash (used for) investing activities            |      |  |      | (138,045
|                                                    |      |  |      |         
|Cash flows from financing activities:               |      | 
|Exercise of options                                 |      |  |      | 7,017   
|Proceeds from loans                                 |      |  |      | 347,340 
|Repayments of loans                                 |      |  |      | (16,804 
|                                                    |      |  |      |         
|Net cash provided by (used in) financing activities |      |  |      | 337,553 
|                                                    |      |  |      |         
|Foreign currency translation adjustment             |      |  |      | 59,498  
|                                                    |      |  |      |         
|Net change in cash and cash equivalents             |      |  |      | (201,688
|Cash at beginning of year                           |      |  |      | 413,398 
|                                                    |      |  |      |         
|Cash at end of year                                 |      |  | $    | 211,710 
|                                                    |      |  |      |         
|                                                    |      | 
|Supplemental schedules:                             |      | 
|Cash paid for interest                              |      |  | $    | 15,394  
|Cash paid for income taxes                          |      |  | $    | 9,359   
|Noncash investing and financing activities          |      | 
|Shares issued to settle debt                        |      |  | $    |        

F-7

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

# 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 is 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.

F-8

---



# 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.

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.

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, 2007 and 2006. 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, 2007 and 2006.

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.

F-9

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

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, 2007 is $57,852. 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.

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 2007 and 2006 where nominal.

F-10

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

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

In February 2007, the FASB issued
Statement No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS 159). SFAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value. We are still evaluating
the potential impact of adopting this pronouncement but expect, based on currently
available guidance, that the adoption of this pronouncement will not have a material
impact on our consolidated financial condition, results of operation or liquidity.

The Company has considered all other
recently issued accounting pronouncements and does not believe the adoption of such
pronouncements will have a material impact on the consolidated 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, 2006 -   |      |  |                                        |         |                |  |                              | 
|Office furniture and  |      | 
|equipment             |      |  | $                                      | 86,779  |                |  | 55,623                       | 
|Computer hardware and |      | 
|software              |      |  |                                        | 203,614 |                |  | 154,628                      | 
|ATM machines          |      |  |                                        | 352,247 |                |  | 178,321                      | 
|Other                 |      |  |                                        | 69,403  |                |  | 46,018                       | 
|                      |      |  |                                        |         |                |  |                             
|                      |      |  | $                                      | 712,043 |                |  | 434,590                      | 
|                      |      |  |                                        |         |                |  |                             
|December 31, 2007 -   |      | 
|Office furniture and  |      | 
|equipment             |      |  | $                                      | 123,404 |                |  | 69389                        | 
|Computer hardware and |      | 
|software              |      |  |                                        | 255,899 |                |  | 205,709                      | 
|ATM machines          |      |  |                                        | 488,849 |                |  | 236,469                      | 
|Other                 |      |  |                                        | 86,281  |                |  | 64,880                       | 
|                      |      |  |                                        |         |                |  |                             
|                      |      |  | $                                      | 954,433 |                |  | 576,447                      | 
|                      |      |  |                                        |         |                |  |                             

F-11

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

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, 2007 and 2006 totaled  $113,374
and $120,508, respectively.

# Note 4 
Intellectual Property

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 five 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 $22,354 ($21,952
CDN).

The second note receivable of $5,443
($6,292 CDN) has a five year term, bears interest at 18% per annum, and requires monthly
payments of principal and interest of $138 ($160 CDN) to December 15, 2009. The current
balance is $1,775 ($1,743 CDN).

The remaining three notes receivable
total $239,308 ($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 balances do not agree with balance sheet-which reflects
$11,502.

# Note 6  Loans and
Convertible Debentures (Related Parties)

The Company had $124,979 of
convertible debentures outstanding to related parties at December 31, 2005. The
outstanding debentures are payable to persons who are shareholders of the Company. The
debentures are convertible into common stock of the Company at $.75 a share. On December
15, 2006, the debenture holders exercised their option to convert the total amount of
debentures, and the Company issued 125,418 shares of preferred stock.

At December 31, 2007, the Company
also has loans payable of $264,310 ($259,553 CDN) due to shareholders of the Company.
Westspheres shareholder loan related to TRAC of $213,393 ($209,553 CDN) has an
interest rate of 18% per annum and is due on demand. The remaining balance of shareholder
loans total $50,916 ($50,000 CDN) with no specific terms of repayment.

During May 2003, the Companys
subsidiary, Westsphere Financial Group, Ltd. borrowed CAD$250,000 (US$185,000) from a
bank. The loan bears interest at the banks prime rate plus 2%. The balance of the
loan at December 31, 2006 was $14,125. The loan is secured by the assets of the
subsidiary, and is also guaranteed by the Companys subsidiary Vencash Capital
Corporation and Douglas N. Mac Donald, President/CEO. The bank was paid in full in March
2007.

F-12

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

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, 2007, the balance is $100,446 ($98,638 CDN). The second loan
agreement, bearing interest at 18% per annum, requires blended monthly payments
of principal and interest of $1,226 ($1,204 CDN) to July 2011; with a final
payment of $90 in August 2011. 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 $885 ($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 $885 ($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  $101,833  ($100,000  CDN) with an external
arms-length  investor,  bearing  interest at 12% per annum,  blended monthly  payments of interest only of
$1,018  ($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.
The purpose of the loan is to fund the switch  development  project.  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.

# Note 7  Common and
Preferred Stock

The Company has adopted a plan
approved by shareholders resolution at the Annual Meeting of Shareholders held on
December 7, 2002 to allow the conversion of common shares for preferred shares on a
one-for-one basis. Upon conversion of a common share to a preferred share, voting of such
preferred shares vest with the Board of Directors.

After 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.

F-13

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

During 2006, the Shareholders
converted 70,237 common shares into preferred shares.

In December 2006, Westsphere issued
4,767 preferred shares to an employee who exercised his option at $0.94 per share. An
additional, 125,418 preferred shares were issued in December 2006 to four debentures
holders that exercised their option to convert the total amount of debentures into
preferred stock at $1 ($1.16 CDN) per share.

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.

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 $1,433,609, which expire as follows:

|     | 
|---- | 
|
|2021 | 
|2022 | 
|2023 | 
|2025 | 
|2026 | 

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.

F-14

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

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

|                                                        | 2007 |  | 2006 |       
|------------------------------------------------------- | ---- |  | ---- | ------
|Tax (benefit) at statutory rate (34%)                   |      |  | $    |      
|Canadian tax benefits                                   |      |  |      | 45,953
|Income taxes paid and accrued                           |      |  |      |      
|Change in reserve for net operating loss carry forwards |      |  |      |      
|                                                        |      |  |      |       
|Income tax expense (benefit)                            |      |  | $    | 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:

|                                                  | 2007 |  | 2006 |         
|------------------------------------------------- | ---- |  | ---- | --------
|Non-capital loss carry forwards:                  |      |  | $    | 529,754 
|Temporary differences due to depreciation methods |      |  |      | (473,888
|                                                  |      |  |      |         
|Income tax benefit                                |      |  | $    | 55,866  
|                                                  |      |  |      |         

# 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 2007 and 2006:

|                                       | Employee
Options |  | Non-
Employee
Options |         | Weighted
Average
Exercise
Price | 
|-------------------------------------- | ---------------- |  | --------------------- | ------- | ------------------------------- | 
|Options Outstanding, December 31, 2005 |                  |  |                       | 315,791 |                                 | 
|                                       |                  |  |                       |         |                                 | 
|Options granted in 2006                |                  |  |                       |        |                                 | 
|Options exercised in 2006              |                  |  |                       | (4,767  | )                               | 
|Options forfeited in 2006              |                  |  |                       | (86,416 | )                               | 
|                                       |                  |  |                       |         |                                 | 
|Options Outstanding, December 31, 2006 |                  |  |                       | 224,608 |                                 | 
|                                       |                  |  |                       |         |                                 | 
|Options granted in 2007                |                  |  |                       |        |                                 | 
|Options exercised in 2007              |                  |  |                       | (10,025 | )                               | 
|Options expired in 2007                |                  |  |                       |        |                                 | 
|                                       |                  |  |                       |         |                                 | 
|Options Outstanding, December 31, 2007 |                  |  |                       | 214,583 |                                 | 
|                                       |                  |  |                       |         |                                 | 

All outstanding options vest
immediately.

If not previously exercised or
cancelled, options outstanding at December 31, 2007 will expire as follows:

|           | Range of Exercise
Prices |  | Number |  | Weighted
Average
Exercise | 
|---------- | ------------------------ |  | ------ |  | ------------------------- | 
|
|2010       |                          |  |        |  | .94                       | 
|Open ended |                          |  |        |  | .70                       | 

F-15

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

# 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 |        
|---- | ----------- |  | ----- | -------
|
|2008 |             |  | $     | 168,159
|2009 |             |  | $     | 154,750
|2010 |             |  | $     | 137,447
|2011 |             |  | $     | 137,447
|     |             | 
|     |             | 

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.

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 to be without merit and has not accrued a liability for the claim. As of March 2008,
the claim is in the negotiation stage.

# Note 11  Related
party transactions

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.

F-16

---



# WESTSPHERE ASSET
CORPORATION, INC. Notes to the Consolidated
Financial Statements  For the Years Ended
December 31, 2007 and 2006

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

|                                                 | 
|------------------------------------------------ | 
|
|Revenue                                          | 
|Sales of ATM to:                                 | 
|Directors' 100% owned company                    | 
|                                                 | 
|Shareholder loan from:                           | 
|49% shareholder's of Personal Financial Solution | 
|                                                 | 

The shareholder loan is payable on demand.

# Note 12 
Subsequent Events

On March 17, 2008, the Company has
entered into an agreement to sell all inactive companies to external arms-length investors
and is expecting to complete the sales by the second quarter of year 2008. The purpose of
the sale is to reduce the audit and legal costs since these companies do not have business
activities.

F-17

---



ITEM 8.     CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

# ITEM 8A.    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.

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-14. Based upon the foregoing, our Chief
Executive Officer and our Chief Financial Officer concluded that our disclosure controls
and procedures are effective.

# PART III

# ITEM 9.    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 March 31,
2008. 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 |  |     |  | 59    |  | Director, President, CEO     | 
|                     
|Robert L. Robins      |  |     |  | 66    |  | Director/V.P./Sec. Treasurer | 
|                     
|Dr. Roy Queen         |  |     |  | 65    |  | Director                     | 
|                     
|Kim Law               |  |     |  | 40    |  | V.P./CFO                     | 
|                      |  |     |  |       |  | Director                     | 
|                     
|Bernd Reuscher        |  |     |  | 64    |  | Director                     | 
|                     
|Jack (John) Thomson   |  |     |  | 78    |  | Director                     | 
|                     
|Sonja Dreyer          |  |     |  | 56    |  | Vice-President               | 
|                     

20

---



Mr.
          Douglas N. Mac Donald  Chief Executive Officer, President and
          DirectorMr. 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 President, Chief Executive Officer (CEO) and is
          member of the Board of Directors.

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

Bernd Reuscher DirectorOn 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
          DirectorMr. 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 2007 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  DirectorMr. 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.

21

---



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 AdministrationMs. 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.

| | 2. | Management
of Vencash Capital (a wholly owned subsidiary)
| | -- | ---------------------------------------------------------

|Name                    |  | Age |  | Title |  | Term of Service              | 
|----------------------- |  | --- |  | ----- |  | ---------------------------- | 
|Douglas N. Mac Donald   |  |     |  | 59    |  | Director, CEO                | 
|                       
|Robert L. Robins        |  |     |  | 66    |  | Director/Secretary/Treasurer | 
|                       
|Bernd Reuscher          |  |     |  | 64    |  | Director                     | 
|                       
|Dr. Roy Queen           |  |     |  | 65    |  | Director                     | 
|                       
|Kim Law                 |  |     |  | 40    |  | Director/CFO                 | 
|                       
|Mr. Jack (John) Thomson |  |     |  | 78    |  | Director                     | 
|                       
|Mr. Brett Border        |  |     |  | 39    |  | President                    | 
|                       

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

| | 3. | Management
of Westsphere Capital Group Ltd. (a wholly owned subsidiary
| | -- | ----------------------------------------------------------------------

|Name                    |  | Age |  | Title |  | Term of Service        | 
|----------------------- |  | --- |  | ----- |  | ---------------------- | 
|Douglas N. Mac Donald   |  |     |  | 59    |  | Director/CEO/President | 
|                       
|Robert L. Robins        |  |     |  | 66    |  | Director               | 
|                       
|Bernd Reuscher          |  |     |  | 64    |  | Director               | 
|                       
|Dr. Roy Queen           |  |     |  | 65    |  | Director               | 
|                       
|Kim Law                 |  |     |  | 40    |  | Director, CFO          | 
|                       
|Mr. Jack (John) Thomson |  |     |  | 78    |  | Director               | 
|                       
|Ms. Sonja Dreyer        |  |     |  | 56    |  | Vice President         | 
|                       

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

22

---



| | 4. | Management
of E-Debit International Inc. (a wholly owned subsidiary)
| | -- | --------------------------------------------------------------------

|Name                    |  | Age |  | Title |  | Term of Service          | 
|----------------------- |  | --- |  | ----- |  | ------------------------ | 
|Douglas N. Mac Donald   |  |     |  | 59    |  | Director, CEO, President | 
|                       
|Robert L. Robins        |  |     |  | 66    |  | Director                 | 
|                       
|Bernd Reuscher          |  |     |  | 64    |  | Director                 | 
|                       
|Dr. Roy Queen           |  |     |  | 65    |  | Director                 | 
|                       
|Kim Law                 |  |     |  | 40    |  | Director, CFO            | 
|                       
|Mr. Jack (John) Thomson |  |     |  | 78    |  | Director                 | 
|                       
|Ms. Sonja Dreyer        |  |     |  | 56    |  | Vice President           | 
|                       

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

| | 5. | Management
of Westsphere Systems Inc. (a wholly owned subsidiary)
| | -- | -----------------------------------------------------------------

|Name                    |  | Age |  | Title |  | Term of Service               | 
|----------------------- |  | --- |  | ----- |  | ----------------------------- | 
|Douglas N. Mac Donald   |  |     |  | 59    |  | Director, CEO, President      | 
|                       
|Robert L. Robins        |  |     |  | 66    |  | Director                      | 
|                       
|Dr. Roy Queen           |  |     |  | 65    |  | Director                      | 
|                       
|Bernd Reuscher          |  |     |  | 64    |  | Director                      | 
|                       
|Kim Law                 |  |     |  | 40    |  | Director, CFO                 | 
|                       
|Mr. Jack (John) Thomson |  |     |  | 78    |  | Director                      | 
|                       
|Ms. Sonja Dreyer        |  |     |  | 56    |  | VP, Chief Operating Officer   | 
|                       
|Mr. Brett Border        |  |     |  | 39    |  | VP, Chief Development Officer | 
|                       

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.

23

---



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.

|(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 B.O.D.                    |                          |  | N/A                      |  |                         | 
|                       
|Robert Robins           |  |                  | Vice President, Sec., Treasurer and member of the B.O.D.                     |                          |  | N/A                      |  |                         | 
|                       
|Sonja Dreyer            |  |                  | Vice President of Administration and Executive Assistant to the B.O.D.       |                          |  | N/A                      |  |                         | 
|                       
|Kim Law                 |  |                  | Vice President of Finance, Chief Financial Officer and a member of the B.O.D |                          |  | N/A                      |  |                         | 
|                       
|Bernd Reuscher          |  |                  | Member of Board of Directors                                                 |                          |  | N/A                      |  |                         | 
|                       
|Dr. Roy Queen           |  |                  | Member of Board of Directors                                                 |                          |  | N/A                      |  |                         | 
|                       
|Mr. Jack (John) Thomson |  |                  | Member of Board of Directors                                                 |                          |  | 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.

24

---



# ITEM 10.   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
|                            |  |      | 2003 |        |  | $             | 59,092
|                            |  |      | 2004 |        |  | $             | 84,661
|                            |  |      | 2005 |        |  | $             | 87,477
|                            |  |      | 2006 |        |  | $             | 87,448
|                            |  |      | 2007 |        |  | $             | 94,937

*   Mr.           Mac Donald receives
his salary through his corporation, Mac Donald and           Associates total $78,183
($84,000 CDN) and $16,754 ($18,000 CDN) under Douglas           Mac Donald.

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

****   USD to CAD currency exchange
rate year 2007 average (365 days): 1.07440.

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.

25

---



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

# Options granted in year
2002

|Individual Grants
|-----------------
|
|
|Doug MacDonald   
|Robert Robins    

| | (1) | The
expiration date of these options has not yet been determined by the Board           of
Directors.
| | --- | -----------------------------------------------------------------------------------------------------

# Options granted in year
2005

|Individual Grants
|-----------------
|
|
|Doug MacDonald   
|Robert Robins    
|Sonja Dreyer     
|Kim Law          

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, 2008 by any of the named
Executive Officers, and the March 31, 2008 value of unexercised options on an aggregate
basis.

26

---



# Aggregated Options
Exercised

|Name              |  | Securities
Acquired on Exercise
 (#) |        | Aggregate
Value
Realized ($) |  | Unexercised Options  
 as of December 31, 2007
     Exercisable(2)/    
      Unexercisable |       | Value of Unexercised in the  
Money-Options at December 31, 
             2007             
         Exercisable/         
      Unexercisable (1) |                                   
|----------------- |  | ------------------------------------ | ------ | ---------------------------- |  | ------------------------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
|
|Douglas MacDonald |  |                                      | Nil    |                              |  |                                                                                             | Nil   |                                                                                                                                                    | 24,525 (exercise)0 (unexercisable)
|                 
|Robert Robins     |  |                                      | 10,025 |                              |  |                                                                                             | $0.70 |                                                                                                                                                    | 10,000 (exercise)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 | 
|                 
|Robert Robins     | 
|                 
|Sonja Dreyer      | 
|                 
|Kim Law           | 
|                 

| | (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.

27

---



# ITEM 11.    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 March 31, 2008 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 December
31, 2007 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 ofBeneficial 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  | 
|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                            |  |                                                |        |                                      |  | 34,863  | 
|(797320 Alberta Ltd.)                                      |  |                                             |  |                                   |  |                                                |        |                                      |  | 66,530  | 
|                                                           |  |                                            
|Total                                                      |  |                                             |  | 95,677                            |  |                                                | 14.70% |                                      |  | 326,65  | 
|                                                           |  |                                            
|Robert L. Robins                                           |  |                                             |  |                                   |  |                                                |        |                                      |  |         | 
|Calgary, Alberta, Canada                                   |  |                                            
|(Personal Shares Held)                                     |  |                                             |  | 25,025                            |  |                                                |        |                                      |  | 36,025  | 
|(Personal Options Held)                                    |  |                                             |  | 36,150                            | 
|(Robins Nest Holdings)                                     |  |                                             |  |                                   |  |                                                |        |                                      |  | 38      | 
|                                                           |  |                                            
|Total                                                      |  |                                             |  | 61,175                            |  |                                                | 9.73%  |                                      |  | 36,063  | 
|                                                           |  |                                            
|Dr. Roy L. Queen                                           |  |                                             |  |                                   |  |                                                |        |                                      |  |         | 
|Kamloops, B.C., Canada                                     |  |                                            
|(Personal Shares Held)                                     |  |                                             |  |                                   |  |                                                |        |                                      |  | 121,119 | 
|(Personal Options Held)                                    |  |                                            
|(Drin Holdings Ltd.)                                       |  |                                             |  | 10,030                            |  |                                                |        |                                      |  |         | 
|(Transural Trade)                                          |  |                                             |  |                                   |  |                                                |        |                                      |  | 11,496  | 
|                                                           |  |                                            
|Total                                                      |  |                                             |  | 10,030                            |  |                                                | 9.73%  |                                      |  | 132,615 | 

28

---



|                                             |  |  |  |         | 
|-------------------------------------------- |  |  |  | ------- | 
|
|Bernd Reuscher                               |  |  |  |         | 
|Edmonton, Alberta, Canada                    |  | 
|(Personal Shares Held)                       |  |  |  |         | 
|(Personal Options Held)                      |  | 
|(989939 Alberta Ltd.)                        |  |  |  |         | 
|(MBR Venture Corp.)                          |  |  |  |         | 
|                                             |  | 
|Total                                        |  |  |  |         | 
|                                             |  | 
|Kim Law                                      |  |  |  |         | 
|Calgary, Alberta, Canada                     |  | 
|(Personal Shares Held)                       |  |  |  | 50      | 
|(Personal Options Held)                      |  |  |  | 24,189  | 
|                                             |  | 
|Total                                        |  |  |  | 24,239  | 
|                                             |  | 
|Sonja Dreyer                                 |  |  |  |         | 
|Calgary, Alberta, Canada                     |  | 
|(Personal Shares Held)                       |  |  |  | 43      | 
|(Personal Options Held)                      |  |  |  | 24,189  | 
|(1035760 Alberta Ltd,)                       |  |  |  |         | 
|                                             |  | 
|Total                                        |  |  |  | 24,232  | 
|                                             |  | 
|Jack (John) Thomson                          |  |  |  |         | 
|Kingston, Ontario                            |  | 
|Canada                                       |  | 
|(Personal Shares Held)                       |  |  |  | 4,024   | 
|(Personal Options Held)                      |  | 
|                                             |  | 
|Total                                        |  |  |  | 4,024   | 
|                                             |  | 
|Total shares owned by Officers and Directors |  |  |  | 219,377 | 

29

---



|(1) | Douglas
N. Mac Donald 422,282 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,
34,863 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.

|(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22,774
|--- | --------------------------

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 4,024 common shares are held in the name of Jack Thomson.

|(7) | Sonja
Dreyer51,988 Shares
|--- | --------------------------

43 common shares of these shares are
held in the name of Sonia Dreyer, 255 preferred shares of these shares are held in the
name of Sonia 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.

30

---

# ITEM 12.    CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

None.

# ITEM 13.    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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

31

---



# ITEM 14.    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 $0 for
the fiscal year ended 2006 and $30,300 for the fiscal year ended 2007.

# Audit-Related Fees

There were no fees for other audit
related services for the fiscal years ended 2006 and 2007.

# Tax Fees

There were no fees for tax
compliance, tax advice, and tax planning for the fiscal years ended 2006 and 2007.

# 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.

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# 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:   April 15, 2008

By:   /s/ Kim LawName:   Kim Law
Title:   Principal Financial and Accounting Officer Date:   April 15, 2008

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

By:   /s/ Douglas N. Mac Donald
Name:  
Douglas N. Mac Donald Title:   President and Board of Directors Date:   April 15, 2008

By:   /s/ Robert L. RobinsName:  
Robert L. Robins Title:   Board of Directors Date:   April 15, 2008

By:   /s/ Bernd ReuscherName:   Bernd
Reuscher Title:   Board of Directors Date:   April 15, 2008

By:   /s/ Roy L. QueenName:   Roy L.
Queen Title:   Board of Directors Date:   April 15, 2008

By:   /s/ Kim LawName:   Kim Law
Title:   Board of Directors Date:   April 15, 2008

By:   /s/ John (Jack) ThomsonName:  
Jack Thomson Title:   Board of Directors Date:   April 15, 2008

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