UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549






FORM 10-K




x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2009o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the transition period from
                  
      to




Commission
file number:   0-32501




E-DEBIT
GLOBAL CORPORATION


(Exact
name of registrant as specified in its charter)







Colorado
            
            98-0233968(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)#12,
      3620 – 29th
      Street NE Calgary Alberta Canada
            
            T1Y
      5Z8(Address
      of principal executive offices)
            
            (Zip
      Code)





(403) 290
0264


Registrant's
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act:





Common
Stock


Title of
Class





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  o  No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  o  No x





Indicate
by check mark whether the issuer (1) filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days.


Yes  x  No  o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes   o No  o





Indicate
by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
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-K or any amendment to this Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of "large accelerated
filer,"  "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act.





Large accelerated filer            o                                     Accelerated
filer     o





Non-accelerated filer             
o                                     Smaller
reporting company   x





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


Yes o   No  
x





The
aggregate market value of the Common Stock of E-Debit Global Corporation held by
non-affiliates as of the last business day of the registrant's most recently
completed second fiscal quarter: (2,897,047 shares) based on the closing price
of the common stock of $202,793.





As of
April 06, 2010 there were 4,973,054 shares of Common Stock
outstanding.





DOCUMENTS INCORPORATED BY
REFERENCE:  None.











NOTE
REGARDING FORWARD LOOKING STATEMENTS




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





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




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




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




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














TABLE OF
CONTENTS






PART
I
   ITEM
      1.
              DESCRIPTION
      OF BUSINESS
              2ITEM
      1A.
              RISK
      FACTORS
              10ITEM
      1B.
              UNRESOLVED
      STAFF COMMENTS
              11ITEM
      2.
              DESCRIPTION
      OF PROPERTIES
              11ITEM
      3.
              LEGAL
      PROCEEDINGS
              12ITEM
      4.
              (REMOVED
      AND RESERVED)
              12
  PART
II
 ITEM
      5.
                MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
      ITIES
                12ITEM
      6.
                SELECTED
      FINANCIAL DATA
                13ITEM
      7.
                MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                13ITEM
      7A.
                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                18ITEM
      8.
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                F-1ITEM
      9.
                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                19ITEM
      9A(T).
                CONTROLS AND
      PROCEDURES
                21ITEM
      9B.
                OTHER
      INFORMATION
 PART
III
 ITEM
      10.
                DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16 OF THE EXCHANGE ACT
                21ITEM
      11.
                EXECUTIVE
      COMPENSATION
                24ITEM
      12.
                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                28ITEM
      13.
                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                30ITEM 14.
                PRINCIPAL ACCOUNTANT
      FEES AND SERVICES
                30    ITEM 15.
                EXHIBITS, FINANCIAL
      STATEMENT SCHEDULES
                31
























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.” and on xxx changed its name to
"E-Debit Global International Corporation" referred to herein as "E-Debit",
“Westsphere”, “the Corporation” “we” and “our”.





Since
2000, the Corporation has focused on the “non-conventional financial services
industry” and has sought opportunities available to it through acquisitions of
equity positions within operating corporations or the establishment of wholly
owned subsidiary companies that could assist in the asset growth of the
Corporation.





“Non-Conventional
Financial Services 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.





On April
02, 2010, the Corporation changed its name to “E-Debit Global
Corporation.”  E-Debit Global Corporation is referred to herein as
“E-Debit”, “the Corporation” “we” and “our”.








General
Description and Development of Subsidiary Corporation Business




Vencash Capital Corporation -
Vencash Financial
Corporation




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




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




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




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




While the
business operations of Vencash Capital were wound down during the consolidation
and integration of the ATM operations on May 1, 2009, into Westsphere Systems
Inc., Vencash Capital’s corporate entity was maintained in order to secure and
protect the “Vencash” brand name.  This includes the maintenance of
Vencash Capitals 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.




(See"Business of
Westsphere Systems Inc.")























Westsphere Systems
Inc.




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




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




(See"Business of
Westsphere Systems Inc.")




E-Debit International
Inc.




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




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




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




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




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




(See"Business of
E-Debit International Inc.")




TRAC POS Processing
Inc.




TRAC POS
Processing Inc. (“TRAC”) was 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%).













On May 4,
2009 TRAC was served with a Notice of Intention to Enforce a Security Form 86
(Rule 124) a precursor to placing TRAC into receivership.  This Notice
was served on behalf of the Trustees of the estate of June Barr, the holder of a
TRAC loan agreement secured by a General Security Agreement registered under the
Alberta Personal Property Protection Act.





Westsphere
initiated a similar action to secure its loan to TRAC which also was secured by
a General Security Agreement registered under the Alberta Personal Property
Protection Act.   TRAC subsequently turned over the business
operations, books and records to the appointed receiver in bankruptcy after the
termination of TRAC business operations on May 5, 2009.





TRAC
business related to the sale and processing of Point of Sale Equipment which ran
at a continual loss historically will have no impact on Westsphere’s continuing
operations and the Corporation as secured creditor did not receive any
distribution from the sale of TRAC’s assets under the receivership
sale.




Cash Direct Financial Services
Inc.




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




Westsphere Capital Group
Ltd.




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




Our
Business




Our
principal place of business and executive offices are located at #12, 3620 –
29th
Street N.E., Calgary, Alberta, Canada


T1Y
5Z8.  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 currently conduct our business operations through our
wholly-owned subsidiaries. (See"General
Description and Development of Business"below.).





a.
            Business
      of Westsphere Systems Inc.





On
January 7, 2009 the Board of Directors after reviewing the Corporations business
operations at the Annual General Meeting of the Shareholders on December 6, 2008
approved the sale and transfer of the 100% of the issued and outstanding shares
of E-Debit International to the Corporation’s wholly owned subsidiary Westsphere
Systems Inc. also at this time the Board approved the consolidation of its
wholly owned subsidiary Vencash Capital Corporation’s business operations with
the assignment of ATM related processing agreements and ATM assets under a
purchase and sale agreement to be offset against receivables and payables to
Westsphere System made effective on May 1, 2009.





Westsphere
Systems currently provides transaction processing to the majority of our ATM
estate through its participation within the Canadian INTERAC
Association.  Westsphere System 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 allowed Westsphere Systems to
become an indirect connector, thereby resulting in it owning and managing a
switch. Westsphere Systems has been working with ACI on Demand in the switch
development.   During the month of November 2008 the Corporation
commenced the transfer of its previously contracted switch to Westsphere
Systems.





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




ATM
Business in Canada




Background
of the ATM Business




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
















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




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




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




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




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




The
Corporation’s ATM business




Investigation
of 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.  The Corporation entered the "white label" ATM
marketplace through its subsidiary Vencash Capital which contracted with TNS
Smart Network Inc. an Etobicoke, Ontario Corporation, to provide switching
services to the Vencash Capital which became the 7th
Canadian Channel authorized to participate within the "white label" ATM business
in Canada.




We are a
fully integrated ATM provider, and offer a complete suite of ATM management
services from ATM deployment and maintenance to transaction processing,
reporting and settlement. Since inception, our ATM business has grown both
organically 780 ATMs in operation as at March 1, 2010.  At present, we
operate a national branded network of non-financial institution ATMs throughout
Canada.  We earn revenue from the following sources: (i) transaction
fees which include Interchange Fees and surcharge revenue; (ii) processing fees
and maintenance fees; and (iii) margin on the sale of ATMs. We typically sign
exclusive five-year agreements (which contain renewal provisions) with our
customers for their ATM transaction processing and maintenance and management
services.





Our focus
to growing our ATM estate has historically been organic, utilizing in house
sales as well as established distributor relationships.  In the past
the distributor relationship has been the keystone to our national ATM
presence.  Recently we have taken over the operation and management of
our ATM estates corporately, particularly in the Maritime Provinces and southern
Ontario.  On a go forward basis we will continue to utilize our in
house sales force to drive Canadian organic growth focusing on new ATM sales and
placements as well as attracting customers that already have ATM’s and are
looking for a new suppliers and/or processors.





Vencash
Capital is one of several nation-wide companies involved in the private ATM
market in Canada and presently has two (2) independent distributor in the
central corridor 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.





Previously
Vencash Capital acted as a "channel" which contracted its financial electronic
transfer responsibilities with two (2) non owned "switches" (Data West Solutions
and Calypso Canada Ltd.) with the roll out of our ATM estate onto Westsphere
Systems processing switch reliance on outsourced switching is being reduced to
near elimination.





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.




6











Current
Stage of Corporate Development




Historically,
Vencash Capital provided a majority of the cash flow which fuelled its and our
other expansion.  Our management believes that ATM business operations
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 our ATM customers through our relationship with
equipment suppliers and our Switching Network to allow for the growth of the ATM
business operations and to expand our Switch Direct ATM business
model.




Growth
Strategy and Market Niche




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




i.
            We
      will continue to review its geographically based ATM estate to determine
      the viability of reorganizing those business operations in order to
      maximize our current revenues and reduce our costs of administration,
      which might include the sale of those ATM estates to our distribution
      network or other third parties.






The
Canadian Current ATM Market




In late
1997, "non-conventional banking" participation and private ownership of ATMs was
authorized allowing for participation within the "Canadian INTERAC system". The
"Canadian Interac Association" as used herein is a national organization linking
enterprises that have proprietary networks to enable them to communicate with
each other for purposes of exchanging electronic financial transactions. Five
(5) Canadian Banking and Financial Institutions founded the association in 1984.
As of March 2010, there were eighty-three (83) 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
630,000 IDP terminals and 600,000+ ATMs 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, and market saturation is now being experienced.




The
Corporation has developed and implemented its Switching capabilities and
membership within the INTERAC association and our national access to all regions
within Canada through the INTERAC System, holds significant
potential.  Combined with consolidation of its various business
operations and elimination of administrative and operation costs we a solid “go
forward” vertically integrated business operation.




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.
            Cash-Line
      - A Victoria, B.C. based corporation with ATM machines in service
      primarily across Western Canada.




iii.
            Frisco
      Bay-A large ATM
      corporation with integrated business operations which supplies security
      systems to major financial corporations and the banking
      industry.




iv.
            Laser
      Cash (Threshold) - A large ATM operator in service. This corporation also
      has distribution capabilities across Canada with head offices located in
      Mississauga, Ontario.




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.













Our
Strengths




We are a
premier national ATM operator focusing on providing retailers with reliable, low
cost ATMs with contractual relationships which provide us with recurring
transactional and fixed revenue streams with a large number of geographically
diverse customers including small, medium and large retail enterprises in a
variety of market segments. We enter into contracts with all our customers which
typically have an initial term of five years and first right of refusal to
contract extensions.





With a
motivated group of select distributors and corporate service personnel we have
maintained long-term contractual relationships with our sites and customer
base.  We will continue 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.  We have a large customer base and a
large geographical area in which to market our products.




With a
recent substantial investment in technological infrastructure which has provided
us with (i) equal or an enhanced economic advantage over the majority of our ATM
competitors who must totally rely on third parties to provide them with various
services including transaction processing through our access to Interac; (ii)
the ability to provide additional products and services which our smaller
regional competitors are not able to offer such as real time and customized
reporting; (iii) control of the core technologies of our business; (iv) the
ability to upgrade our products by adding new functionality and services not
easily replicated by our competitors; and (v) the ability to grow organically
without significant incremental technical capital.




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. Competition includes
some of the major financial institutions in Canada who have greater financial
and human resources and greater name recognition.  If existing or new
competitors gain market share our business and operating results could be
adversely affected. Our future and existing competitors could also introduce
products with superior features and functionality at lower prices than the
Fund's products, and could potentially bundle existing or new products with
other more established products in order to compete with us. The introduction of
new technologies, and any potential limitations or changes to our network or
changes to security requirements could all have a materially adverse impact on
our Business. Competitors could also gain market share by acquiring or forming
strategic alliances with other competitors. If existing or future competitors
seek to gain or retain market share by reducing margin on products sold, we may
also be required to reduce our margins or our fee structure or increase amounts
payable to third parties, retailers, sales agents and resellers, which may
reduce our revenue.





We may be
unable to maintain and expand our customer base and may not be able to renew our
contracts on the same or similar terms and conditions as that which presently
exist. As well, our profitability may be affected by a number of factors
including the expiry or termination of existing Placement Contracts or
Processing Contracts.





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





The
Corporation depends on a number of counterparties in the conduct of its business
operations including; Moneris Solutions Corp., Bank of Montreal, Royal Bank of
Canada and ACI Worldwide Inc. There can be no assurance that any of these
counterparties will be able to continue to perform their respective obligations
and contracts. An interruption in or the termination of any contract or business
arrangement by any counterparty, including, in relation to our membership within
Interac, the supply by banks of cash for our ATM cash loads, the use of our own
employees to load our Full Placement ATMs, and the Corporation’s inability to
make alternative arrangements in a timely manner, or at all, could have a
material adverse effect on the our business, financial condition and operating
results. In addition, we periodically negotiate renewal terms for these
contracts and business arrangements and there can be no assurance that such
renewal terms will remain financially acceptable.  Any interruption in
the Corporations relationship with certain of these counterparties could
materially adversely affect our ability to process ATM transactions. If the
Corporation were to lose its access to Interac membership, this would
immediately result in a material adverse effect to our business. There can be no
assurance the Corporation would be able to find alternate supplies or sources of
distribution in a timely manner.





The
profitability of the Business will be in part dependent upon the continuation of
a favourable regulatory regime with respect to the continuing operations and the
future growth and development of independent ATM operators. Should the
regulatory regime in an applicable jurisdiction be modified in a manner which
adversely affects independent operators, including increases in taxes or
increased regulatory burdens (including burdens imposed by Interac, Cirrus,
Maestro, Visa and Plus), Revenues may be adversely affected. The failure to
obtain all necessary licenses or permits, including renewals thereof or
modifications thereto, may adversely affect Distributable Cash.








8








If
Interac, MasterCard or VISA mandate a hardware or software security upgrade for
ATMs, Debit Terminals or our Switch, or change the rules and regulations around
approved devices, members or security, our revenues may be adversely
impacted.  The Corporation’s operations are subject to a variety of
federal, provincial laws and regulations, including Interac, Cirrus, Maestro,
Visa, Plus and Canadian Payment Association rules and regulations. The
Corporation and the companies with whom it contracts
to provide services are required to invest financial and human resources to
comply with such laws and the Corporation anticipates that it will continue to
do so in the future. Although such expenditures historically have not been
material to us, such laws or regulations are subject to change and accordingly,
it is impossible to predict the cost or impact of such laws or regulations on
its future operations. Although, to our knowledge, such fees are not anticipated
to change, any change that Interac
makes to its Interchange Fees, its fee structure or Acquirer fees could have an
adverse impact on our revenues. As well, current revenues would be adversely
impacted if Interac decided to eliminate surcharging.





If a
fraud occurs in the Interac network or in the Corporation’s network, this could
result in an adverse impact on the Corporation and its revenues as a result of
the implementation of more stringent regulations or the loss of consumer
confidence, each of which may result in the transaction volumes at our ATMs
declining and our revenues being adversely impacted.





The
Corporations revenues will be dependent on ATM transaction
volumes.  In the event that these transaction volumes decrease with
the proliferation of additional ATMs in the market, the Corporation’s revenues
will be negatively impacted.  Actual expenses may exceed the
Corporation’s projected amounts and/or actual revenues may be less than the
Corporation currently projects, in which case the Corporation may need to raise
additional funds from lenders and equity markets in the future. In addition, the
Corporation may choose to raise additional financing in order to capitalize on
perceived opportunities in the marketplace that may accelerate the Corporation’s
growth objectives. The Corporation’s abilities to arrange such financing in the
future will depend in part on the prevailing capital market conditions as well
as the Corporation’s business performance. There can be no assurance that the
Corporation will be successful in its efforts to arrange additional financing,
if needed, on terms satisfactory to the Corporation. If additional equity or
debt financing is raised by the issuance of common stock control of the
Corporation may change and shareholders may experience dilution to their equity
interest in the Fund.




b. 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.




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




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 “Cash Direct Advance”, cheque cashing services, corporate registry
and filing and other related services.




Cash
Direct generated revenues from its investment in Personal Financial $olutions
and through its first beta site which grew on a monthly basis during the first
full year of operations.  It was apparent that the beta test supported
the acceptance, convenience, versatility and reliability of the Cash Direct
proprietary hardware and related software and 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 had previously viewed the operation of cheque cashing services,
corporate registry and filing services was not adding to the financial potential
of our core business model as the fee per transaction based business operations
of its ATM, POS and card management businesses.  With recent changes
to the current North American economy and damage to the conventional banking
infrastructure the Corporation is engaged in a renewed review of Cash Directs
potential.




Current
Stage of Our Development




Our group
of companies employs eighteen (18) full-time employees and three (3) contracted
consultant groups working in Edmonton, Alberta and Omaha, Nebraska.




We were
incorporated in Colorado on July 21, 1998, and hold wholly owned subsidiaries
which conduct business throughout Canada.  We file and prepare our
financial information in accordance with U.S. generally accepted accounting
principles (“GAAP”).




ITEM
1A   RISK FACTORS




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





We
have substantial indebtedness.





As of
December 31, 2009, we had a working capital deficit of $772,948 which includes
$1,178,994 payable to suppliers and day-to-day operations.  Our
ability to meet our debt service requirements will depend upon achieving
significant and sustained growth in our expected cash flow.  Our cash
flow will be affected by our success in implementing our business strategy,
prevailing economic conditions and financial, business and other factors, some
of which are beyond our control.  Accordingly, we cannot be certain as
to whether or when we will have sufficient resources to meet our debt service
obligations. If we are unable to generate sufficient cash flow to service our
indebtedness, we will have to sell assets, restructure or refinance our
indebtedness or seek additional equity capital. We cannot assure that any of
these strategies can be effect on satisfactory terms, if at all, particularly in
light of our high levels of indebtedness. In addition, the extent to which we
continue to have substantial indebtedness could have significant consequences,
including:





·
            our
      ability to obtain additional financing in the future for working capital,
      capital expenditures, acquisitions and other general corporate
      purposes may be materially  limited or
  impaired,





·
            a
      substantial portion of our cash flow from operations may need to be
      dedicated to the payment of general operations and therefore not available
      to finance our business growth, and our
  indebtedness,





·
            our
      high degree of indebtedness may make us more vulnerable to economic
      downturns, limit our ability to withstand competitive pressures or reduce
      our flexibility in responding to changing business and economic
      conditions.





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





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





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





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





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





10











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





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





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





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





-
the level of processing transactions and price competition,





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





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





-
the ability to hire additional employees, and





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





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




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




ITEM
1B  UNRESOLVED STAFF COMMENTS




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






ITEM
2.   DESCRIPTION OF PROPERTIES




Principal Offices and Other
Property




Our
property holdings are as follows:




1.
            #12,
      3620 – 29th
      Street N.E. Calgary, Alberta T1Y
5Z8





Effective
      May 01, 2009, we consolidated all of our business operations into a 3,400
      square foot facility in the northeast area of Calgary just minutes from
      the Calgary International Airport. This move reduced our payments
      significantly from the previous leased space.  We lease this
      property at a rate of $6269.00 CDN per month including operating expenses
      and applicable taxes.  This facility houses our administrative
      headquarters, ATM and POS operations, service and administrative center,
      Westsphere Systems and E-Debit.  On May 1, 2009, we signed the
      lease for five (5) years commencing on May 1, 2009 and ending on April 30,
      2014 with Alberta Registered Corporation 1480325 Alberta Ltd. whose sole
      Officer, Director and Shareholder is the Corporations President and Chief
      Executive Officer, Douglas Mac Donald.  The lease agreement
      provides the Corporation an option to purchase the property during the
      course of the Lease Agreement.








11








ITEM
3.   LEGAL PROCEEDINGS




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




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





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





Vencash/Westsphere
Systems 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.REMOVED AND
RESERVED




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.  On April 2, 2010, Westsphere has officially changed its
name from Westsphere Asset Corporation, Inc. to E-Debit Global Corporation. The
new CUSIP number is 26841A 105, which was granted to us on April 01, 2010. The
Company has submitted all documents to FINRA for the name change and New Ticker
Symbol on April 01, 2010.




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:




2009
            
            High
            
            Low1st
      Quarter
            
            $
            0.070
            
            $0.0702nd
      Quarter
            
            $
            0.080
            
            $0.0803rd
      Quarter
            
            $
            0.040
            
            $0.0404th
      Quarter
            
            $
            0.110
            
            $0.110





2008
            
            High
            
            Low1st
      Quarter
            
            $
            0.290
            
            $0.2902nd
      Quarter
            
            $
            0.200
            
            $0.2003rd
      Quarter
            
            $
            0.140
            
            $0.1404th
      Quarter
            
            $
            0.080
            
            $0.075




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, 2010, we three hundred and four (304) shareholders of record of our
common stock and one hundred fifty-eight (158) 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
            
            0security
      holdersEquity
      compensation plans not
            4,689,550
            
            $
            350,035
            
            0approved
      by security holders (1)Total
            4,689,550
            
            $
            350,035
            
            0




(1) The
Board of Directors adopted the Westsphere Asset Corporation 2004 Stock Option
and Stock Award Plan. The Plan is administered by the Company’s President, Mr.
Douglas Mac Donald.  In December 2009, the Company has approved to the
amendment of the outstanding and current Stock Option and Stock Award Plan filed
on January 26, 2005 which remains in effect to January 26, 2015.  The
maximum number of shares of the Common Stock that may be optioned or awarded
under this Plan is 7,500,000 shares.  No Participant shall receive,
over the term of this Plan, awards of free trading stock and restricted stock,
awards in the form of stock appreciation rights or options, whether incentive
stock options or options other than incentive stock option, to purchase, more
than 20 percent of the total shares of Common Stock authorized for issuance
under the Plan.




ITEM
6 - SELECTED FINANCIAL DATA




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




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




E-Debit and
its subsidiaries generated a net loss of $1,287,741 from operations for the
twelve month period ending December 31, 2009.  During the period of
operations ending December 31, 2008, E-Debit and its subsidiaries generated
a net loss of $650,868.  The increase in year 2009’s net loss of
$636,873 over the previous year was primarily due to a significant decrease in
gross profit of $341,803 or 30%, a stock-based compensation expense of $311,444,
and a loss on the disposal of POS component, net of tax of
$443,549.  The increase in net loss is partially offset against a
significant decrease in salaries and benefits of $157,388, a decrease in other
expenses of $129,622, a decrease in interest expense of $29,151, an increase in
other income of $99,053, and a decrease in provision of income taxes of $43,699
over the same period from the previous year.




The
decrease in gross profit was primarily caused an increase in other cost of sales
of $362,421.  The decrease is partially offset against an increase in
other revenue of $33,785.













The
increase in other cost of sales was related to the switch
operations.  E-Debit has officially launched its switch in January
2009 and commence rollover of ATMs to process all transactions through its
association with ACI.  As of March 31, 2010, 555 ATM’s were under
Westsphere Systems processing.





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.  In December 2009,
the Company has approved to the amendment of the outstanding and current Stock
Option and Stock Award Plan filed on January 26, 2005 which remains in effect to
January 26, 2015.  The maximum number of shares that may be optioned
or awarded under the plan is 7,000,000.  Additional provisions of the
plan call for awards, exercise prices and vesting to be determined by the board
of directors or its designated administrator.  The stock-based
compensation expense was determined by using the Black Schole
calculation.





On May 4,
2009 E-Debit’s majority controlled subsidiary TRAC was served with a Notice of
Intention to Enforce a Security Form 86 (Rule 124) which is basically a notice
to place TRAC into receivership by the trustees of the estate of June Barr of
$165,155 has an interest rate of 18% per annum.
 
 The
outstanding claim being initiated by the Barr trustees which represents
compounded interest on principal of $93,572 ($116,923 CDN).  In
addition E-Debit Global Corporation (formerly Westsphere Asset Corporation,
Inc.) will also be filing a Notice of Intention to Enforce a Security Form 86
(Rule 124) for $158,716 reflecting simple interest on its loans to TRAC of
$102,235 ($127,748 CDN).
  The
assets of TRAC were with the court appointed receiver and control of TRAC by
E-Debit ended on May 5, 2009. On October 9, 2009, Trac’s assets were sold and
all the proceed uses to repaid the first secured creditor. As a result, E-Debit
has written off its investment in TRAC.
 
 The
decrease in salaries and benefits was primarily due to the deletion of five
positions during the year 2009:  Sale manager, two junior accountants,
and two positions from TRAC: President and accounts manager.
 
 The
decrease in other expenses was primarily caused by the decrease in bad debt
expense of $70,340 and a decrease in rent of $80,685.  The decrease in
rent was primarily due to E-Debit moved to the new premise during the second
quarter and paid lower rent.




The
decrease in interest expense was due to the pay down of the balance owed to the
loans payable during the year.




The
significant increase in other income was caused by the overpayment from the
finance/lease program to the major ATM supplier.  This is due to
changes within the organization of a major ATM supplier where they mistakenly
continued to charge on ATMs that are already paid in full.




To this
date, 704 ATM are being processed between three switches. There was no change in
operations during the year 2009 as compared to prior year.




In August
2009 the Corporation has completed the consolidation of all of its wholly owned
business operations of Vencash Capital Corporation, Westsphere Capital Group
Ltd. and E-Debit International Inc. within its wholly owned Westsphere Systems
Inc.





E-Debit
and its subsidiaries currently did not generate sufficient revenues to meet
overhead needs.  This is due to E-Debit switch operations which was
launched in January 2009 and commence rollover of ATMs to process all
transactions.  The switch operations currently did not generate
sufficient revenue to cover it expenses.  E-Debit believes that until
the rollover of ATMs is completed, the switch operations will generate
sufficient revenues to meet it overhead needs.  This is due to E-Debit
will process all transactions through its association with ACI thereby
eliminating the costs, restrictions, and potential risks of relying on third
party processors.  E-Debit expects the rollover of ATMs to be
completed by the third quarter of this year.  As of date, 555 ATM’s or
76% were under Westsphere Systems processing.
 
 In
addition, E-Debit continues experiencing a steady decrease in gross profit;
specifically in the residual and interchange income.  Management
recognizes that the Company must generate additional resources to enable it to
continue operations.  Management intends to raise additional funds
through debt financing and equity financing or through other means that it deems
necessary, with a view to moving forward and sustaining a prolonged growth in
its strategy phases.  However, no assurance can be given that the
Company will be successful in raising additional capital.


E-Debit
believes that the Corporations subsidiaries upon restructuring, reorganization
and consolidation combined with continued investment from related parties and
outside investors will continue to produce sufficient ongoing funding to meet
its current and future financial requirements.  The completion of the
reorganization and restructuring is expecting to be completed by the second
quarter of year 2010.














In order
to meet its growth plan, E-Debit will continue to be dependent on equity funds
raised, joint venture arrangements and/or loan proceeds. E-Debit believes that
it will continue as a going concern with the present revenues from its
subsidiary Westsphere Systems Inc. and loan advanced by the related parties but
it would be unable to meet its market growth projections without further funding
outside of the ongoing revenue from operations of Westsphere Systems
Inc.
 
 As
mentioned above, E-Debit believes that its subsidiary Westsphere Systems Inc.
will generates sufficient ongoing revenues once the rollover of ATMs is
completed and loan advanced by the related parties to ensure that E-Debit is a
going concern.
 
 In March
2010, the boards after reviewing the business of operations as a whole have
determined that it is in the best financial interests for the Corporation to
raise additional funds through private offering memorandum for up to 12,500,000
units of Common Stock at $0.10 per share.  The use of the proceeds
from this offering is to be allocated to support the switch operations,
purchasing of software and hardware, and general and administrative
costs.  The completion of the offering is completed in the first
quarter of the year 2010.  As of date, E-Debit raised
$108,738.


On April
2, 2010, Westsphere has officially changed its name from Westsphere Asset
Corporation, Inc. to E-Debit Global Corporation.





Changes in
Financial Position




Fiscal
year 2008




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




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




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




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




As of
December 31, 2008, E-Debit’s current liabilities consisted of accounts payable
of $465,784, current portion of loans of $85,662, and accounts payable to
related parties of $485,768. Accounts payable includes a payable of $18,092 to
suppliers for the purchase of ATM machines and POS machines; $165,602 is payable
for the return of surcharge and interchange; legal and accounting fees of
$121,133; accrued vacation payable of $36,037; and $124,920 due for consulting
services, office expenses and various other general fees and
charges.
  Accounts
payable to related parties consists of Officers’ and Directors’ bonuses payable
carried forward from year 2002 in the amount of $54,891 ($67,118 CDN), a loan
advanced from E-Debit’s President in the amount of $270,096 ($330,259 CDN), a
loan advanced from E-Debit’s Vice President in the amount of $81,300 ($99,410
CDN), and a loan advance from E-Debit’s arms-length directors in the amount of
$79,481 ($97,186 CDN).
  Long term
liabilities as at December 31, 2008 consisted of a shareholder loans totaling
$205,363, and loans payable, less current portion of $188,918. E-Debit’s
shareholder loans related to TRAC of $164,471 has an interest rate of 18% per
annum. This is a demand loan. The remaining balance of shareholder loans total
$40,892 with no specific terms of repayment.
  E-Debit’s
subsidiary Vencash entered into two loan agreements with its major ATM supplier
in July of 2006. The first loan agreement, bearing interest at 6% per annum,
requires blended monthly payments of principal and interest of $4,452 to March
2009. As of December 31, 2008, the balance is $19,113 ($23,371 CDN). The second
loan agreement, bearing interest at 18% per annum, requires blended monthly
payments of principal and interest of $985 ($1,204 CDN) to July 2011; with a
final payment of $90 in August 2011. As of December 31, 2008, the balance is
$23,643 ($28,910 CDN). These loans are reflected in the accompanying
consolidated balance sheet as loans payable, less current
portion.















In May
2007, E-Debit’s subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $711 ($869 CDN) to May 2012; with a final
payment of $90 in May 2012. As of December 31, 2008, the balance is $21,260
($25,995 CDN). This loan is reflected in the accompanying consolidated balance
sheet as loans payable, less current portion.
  In June
2007, E-Debit’s subsidiary Vencash entered into a loan agreement with its major
ATM supplier, bearing interest at 18% per annum, requiring blended monthly
payments of principal and interest of $711 ($869 CDN) to June 2012; with a final
payment of $90 in June 2012. As of December 31, 2008, the balance is $21,646
($26,468 CDN). This loan is reflected in the accompanying consolidated balance
sheet as loans payable, less current portion.
  In
September 2007, E-Debit’s subsidiary Vencash entered into a loan agreement
totaling $81,783 ($100,000 CDN) with an external arms-length investor, bearing
interest at 12% per annum, blended monthly payments of interest only of $818
($1,000 CDN) to September 2008, with an automatic extension for a further 6
month term. The principle is to be repaid in a maximum of 18 months. The purpose
of the loan is to supply vault cash to E-Debit’s wholly owned subsidiary
Vencash’s customers ATM equipment and site locations. As of December 31, 2008,
the balance is $81,783 ($100,000 CDN). This loan is reflected in the
accompanying consolidated balance sheet as loans payable, less current
portion.
  On
November 5, 2007, E-Debit’s subsidiary Westsphere Systems Inc. raised $107,135
($131,000 CDN) through a loan agreement with an external arms-length investor,
bearing interest at 12% per annum, blended monthly payments of interest only of
$1,071 ($1,310 CDN) to October 2009, with an automatic extension for a further
12 month term. The purpose of the loan is to fund the switch development
project. As of December 31, 2008, the balance is $107,135 ($131,000 CDN). This
loan is reflected in the accompanying consolidated balance sheet as loans
payable, less current portion.


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




In
September 2008, E-Debit cancelled 84 common shares.
  In
October 2008, E-Debit’s President exercised his option to convert 975 common
shares to preferred shares.


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




Fiscal
year 2009




During
fiscal year 2009, total assets increased from $895,303 to $1,269,164 primarily
due to an increase in cash of $517,678.  The increase is partially
offset against a decrease in prepaid expense and deposit of
$50,665.




The
significant increase in cash was mainly caused by the surcharge and interchange
settlement owed to customers as of December 31, 2009.  These surcharge
and interchange are returned to the customers on January 1, 2010.





The
significant decrease in prepaid expense and deposit was caused by the monthly
switching fee expense with ACI Worldwide Inc.




As of
December 31, 2009, E-Debit’s current liabilities consisted of accounts payable
of $914,560, accrued liabilities of $264,434, current portion of loans of
$220,187, and accounts payable to related parties of $199,495. Accounts payable
and accrued liabilities include a payable of $3,770 to suppliers for the
purchase of ATM machines and POS machines; $736,257 is payable for the return of
surcharge and interchange; legal and accounting fees of $142,399; switch and
hosting fees of $108,513; accrued vacation payable of $11,598; investors
deposits of $61,321; and $115,136 due for consulting services, office expenses
and various other general fees and charges.




In
September 2007, E-Debit’s subsidiary Vencash entered into a loan agreement
totaling $95,319 ($100,000 CDN) with an external arms-length investor, bearing
interest at 12% per annum, blended monthly payments of interest only of $953
($1,000 CDN) to September 2008, with an automatic extension for a further 6
month term. The principle is to be repaid in a maximum of 18 months. The purpose
of the loan is to supply vault cash to E-Debit’s wholly owned subsidiary
Vencash’s customers ATM equipment and site locations. As of December 31, 2009,
the balance is $95,319 ($100,000 CDN). This loan is reflected in the
accompanying consolidated balance sheet as current portion of
loans.
  On
November 5, 2007, E-Debit’s subsidiary Westsphere Systems Inc. raised $124,868
($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
$1,248 ($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, 2009, the balance is $124,868 ($131,000 CDN). This
loan is reflected in the accompanying consolidated balance sheet as current
portion of loans.













Accounts
payable to related parties consists of Officers’ and Directors’ bonuses payable
carried forward from year 2002 in the amount of $63,976 ($67,118 CDN), a loan
advanced from E-Debit’s President in the amount of $101,197 ($106,167 CDN), a
loan advanced from E-Debit’s officers in the amount of $8,732 ($9,161 CDN), and
a loan advance from E-Debit’s arms-length directors in the amount of $25,590
($26,847 CDN).
  Long term
liabilities as at December 31, 2009 consisted of a shareholder loans totaling
$430,997.  E-Debit’s shareholder loans related to cash advance from
the directors total $383,337 with no interest and specific terms of repayment.
The remaining balance of shareholder loans total $47,660 has an interest rate of
9% per annum with no specific terms of repayment.


Shareholders’
equity as of December 31, 2009 was negative $760,509, inclusive of an
accumulated loss from operations of $3,304,135, as compared to shareholders
equity negative of $459,859 as of the same date from the previous year. The
decrease in shareholders’ equity of $300,650 was primarily due the current year
deficit of $703,466 and a decrease in accumulated other comprehensive income of
$104,628.  The decrease in shareholders’ equity is partially offset
against an increase in additional paid-in capital of $311,444 and an increase in
issuance of common stock of $196,000.




In
December 2009, E-Debit’s President, officers, and consultants exercised their
options of 2,800,000 common shares at $0.07 per share for a total of
$196,000.  The investors paid for the stock options with the
forgiveness of debt.




In
February 2010, one of the consultants exercised his options of 500,000 common
shares at $0.07 per share for a total of $35,000.  The investor paid
for the stock options with the forgiveness of debt.




In March
2010, the boards after reviewing the business of operations as a whole have
determined that it is in the best financial interests for the Corporation to
raise additional funds through private offering memorandum for up to 12,500,000
units of Common Stock at $0.10 per share.  The use of the proceeds
from this offering is to be allocated to support the switch operations,
purchasing of software and hardware, and general and administrative
costs.  As of date, E-Debit raised $108,738.




Total
issued and outstanding share capital as of March 31, 2010 was 4,973,054 common
shares and 1,417,118 preferred shares as of March 15, 2010.




Liquidity




E-Debit
was able to raise $185,252 ($194,350 CDN) from directors and officers in year
2009: A loan advanced from E-Debit’s President in the amount of $92,316 ($96,850
CDN), a loan advanced from E-Debit’s Vice President in the amount of $23,830
($25,000 CDN), and a loan advance from E-Debit’s arms-length directors in the
amount of $69,106 ($72,500 CDN). The cash is used to support the switch
operations.
  E-Debit
did not raise funds last year to facilitate Vencash Capital and Westsphere
Systems growth opportunities due to the condition of Corporations’ financial
market.
  E-Debit
expects that its need for liquidity will increase in 2010 in anticipation of
expending funds to develop its growth and upgrade plan. The need is due to the
finance/lease requirements to replace an aged estate of ATM equipment which is
under VenCash management and/or ownership. Due to changes within the
organization of a major Vencash ATM supplier, equipment and supply agreements
along with related transaction processing agreements signed in the latter part
of year 2006 are presently in dispute. This has resulted in a requirement to
find additional financial recourses related to growth in its ATM business and to
determine whether or not Vencash’s current ATM equipment supplier can meet the
upgrade requirements as set forth in regards to meet ongoing regulatory
compliance.


Short
Term




On a
short term basis, E-Debit and its subsidiaries currently did not generate
sufficient revenues to meet overhead needs.  This is due to E-Debit
switch operations which was launched in January 2009 and commence rollover of
ATMs to process all transactions.  The switch operations currently did
not generate sufficient revenue to cover it expenses.  In addition,
E-Debit’s subsidiary Westsphere Systems Inc. experiencing a steady decrease in
gross profit; specifically in the residual and interchange income over the past
two years. The Company has incurred net losses for the years ended December 31,
2009 and 2008, and as of December 31, 2009, had a working capital deficit of
$772,948 and an accumulated deficit of $760,509. These conditions raise
substantial doubt as to the Company’s ability to continue as a going
concern











Management
recognizes that the Company must generate additional resources to enable it to
continue operations. Management intends to raise additional funds through debt
financing and equity financing or through other means that it deems necessary,
with a view to moving forward and sustaining a prolonged growth in its strategy
phases. However, no assurance can be given that the Company will be successful
in raising additional capital.




As of
date, E-Debit raised total $108,738 through private offering memorandum for up
to 12,500,000 units of Common Stock at $0.10 per share.
  Furthermore,
there is no demand for payment on the accounts payable to relate parties of
$199,495 and shareholders’ loan of $430,997 as these liabilities are owed to
internal officers and directors. E-Debit believes that the investment from
related parties, outside investors, and private offering memorandum will
continue to produce sufficient ongoing funding to meet its current and future
financial requirements.
  In order
to meet its growth plan, E-Debit will continue to be dependent on equity funds
raised, joint venture arrangements and/or loan proceeds. E-Debit believes that
it will continue as a going concern with the present revenues from its
subsidiary Westsphere Systems Inc., but it would be unable to meet its market
growth projections without further funding outside of the ongoing revenue from
operations of Westsphere Systems Inc.


Long
Term


E-Debit,
through its subsidiary Westsphere Systems Inc. has successfully gained
membership into the Canadian Interac Association as an Acquirer. This will
enable the direct processing of ATM, POS and other transactions for its other
subsidiaries, Vencash and Trac POS. E-Debit has sourced out an industry leader,
ACI Worldwide, and invested in the development and ongoing support required to
facilitate the processing of transactions. Westsphere Systems Inc. will process
all transactions through its association with ACI thereby eliminating the costs,
restrictions, and potential risks of relying on third party processors. Most
importantly, the investment in the processor, or switch, will also enable
E-Debit’s direct entry into new and emerging markets such as card management and
processing. To fund the switch development project, E-Debit will continue to be
dependent on equity funds raised, joint venture arrangements and/or loan
proceeds.
  As
mentioned above, E-Debit believes that the Corporations subsidiaries upon
consolidation combined with continued investment from related parties, outside
investors, and private offering memorandum will continue to produce sufficient
ongoing funding to meet its current and future financial requirements. The
Corporation also will continue its plan to sell some of its business operations
to its current distribution network participants and/or non-related parties in
order to maximize the financial potential of those assets.


Capital
Resources




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




Item
7A. Quantitative and Qualitative Disclosures About Market Risk




As a
smaller reporting company, E-Debit is not required to include this
Item.














ITEM
8.    FINANCIAL STATEMENTS






E-DEBIT
GLOBAL CORORATION


(FORMERLY
WESTSPHERE ASSET CORPORATION, INC.)




CONSOLIDATED
FINANCIAL STATEMENTS


with


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




December
31, 2009










PageReport
      of Independent Registered Public Accounting Firm
            
            
            F-2Consolidated
      Financial Statements:Consolidated Balance Sheets at
      December 31, 2009 and 2008
            
            
            F-3Consolidated Statements of
      Operations for the Years Ended December 31, 2009 and 2008
            
            
            F-4Consolidated Statement of
      Changes in Stockholders’ Deficit for the Period from January 1, 2008
      through December 31, 2009
            
            
            F-5Consolidated Statements of
      Cash Flows for the Years Ended December 31, 2009 and 2008
            
            
            F-6Notes to Consolidated
      Financial Statements
            
            F-7
      to F-19




















F-1
















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and Shareholders:
 E-Debit
Global Corporation (formerly Westsphere Asset Corporation,
Inc.)
 
 We have
audited the accompanying consolidated balance sheets of E-Debit Global
Corporation (formerly Westsphere Asset Corporation, Inc.) as of December 31,
2009 and 2008, and the related consolidated statements of operations, changes in
shareholders’ deficit, and cash flows for the years ended December 31, 2009 and
2008. These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of E-Debit Global Corporation
(formerly Westsphere Asset Corporation, Inc.) as of December 31, 2009 and 2008,
and the results of their operations and cash flows for the years ended December
31, 2009 and 2008, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As shown in the financial
statements, the Company has suffered recurring losses, has a working capital
deficit at December 31, 2009, and has an accumulated deficit of $760,509 as of
December 31, 2009.  These factors and others discussed in Note 14
raise substantial doubt about the Company’s ability to continue as a going
concern.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.
 
 
 
 /S/ Cordovano and Honeck LLP


Cordovano
and Honeck LLP


Englewood,
Colorado


April 15,
2010





F-2









E-DEBIT
GLOBAL CORPORATION
 (formerly
Westsphere Asset Corporation, Inc.)


Consolidated
Balance Sheets


December 31, 2009 and
2008




ASSETS
            
            2009
            
            
            2008
              (Restated)CURRENT
      ASSETSCash
            
            $
            586,958
            
            
            $
            69,280Accounts receivable net of
      allowance for doubtful
              accounts of $105,513 and
      $157,640
            
            
            79,967
            
            
            
            241,975Others receivable – related
      parties
            
            
            2,649
            
            
            
            5,416Inventory
            
            
            151,136
            
            
            
            162,192Prepaid expense and
      deposit
            
            
            5,018
            
            
            
            55,683Total current
      assets
            
            
            825,728
            
            
            
            534,546Property
      and equipment, net of depreciation
            
            
            161,722
            
            
            
            204,476Note
      receivable
            
            
            152,510
            
            
            
            9,512Deferred
      costs
            
            
            —
            
            
            
            146,769Intangible
      Assets, net of amortization
            
            
            129,204
            
            
            
            —Total
      assets
            
            $
            1,269,164
            
            
            $
            895,303LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts payable and accrued
      expenses
            
            $
            914,560
            
            
            $
            447,746Accrued
      liabilities
            
            
            264,434
            
            
            
            —Current portion of
      loans
            
            
            220,187
            
            
            
            85,662Indebtedness to related
      parties
            
            
            199,495
            
            
            
            485,768Net
      liabilities of discontinued operations
            
            
            —
            
            
            
            295,622Total current
      liabilities
            
            
            1,598,676
            
            
            
            1,314,798Shareholder
      loans
            
            
            430,997
            
            
            
            —Loans
      payable, less current portion
            
            
            —
            
            
            
            40,364Total
    liabilities
            
            
            2,029,673
            
            
            
            1,355,162Minority
      interest in subsidiaries
            
            
            —
            
            
            
            —COMMITMENTS
      AND CONTINGENCIES
            
            
            —
            
            
            
            —STOCKHOLDERS’
      DEFICITPreferred stock – authorized
      75,000,000 shares, no par value,
              1,417,118 shares issued and
      outstanding at
              December 31, 2009 and 1,417,118
      at December 31, 2008
            
            
            1,400,855
            
            
            
            1,400,855Common stock - authorized
      75,000,000 shares, no par value;
              391,726 shares issued and outstanding at
              December 31, 2009 and 591,726
      at December 31, 2008
            
            
            754,824
            
            
            
            558,824Additional
      paid-in capital
            
            
            311,444
            
            
            
            —Accumulated other comprehensive
      income
            
            
            76,503
            
            
            
            181,131Accumulated
    deficit
            
            
            (3,304,135
            )
            
            
            (2,600,669
            )Total stockholders’
      deficit
            
            
            (760,509
            )
            
            
            (459,859
            )Total
      liabilities and stockholders’ Deficit
            
            $
            1,269,164
            
            
            $
            895,303










F-3












E-DEBIT
GLOBAL CORPORATION
 (formerly
Westsphere Asset Corporation, Inc.)


For the Years Ended December 31,
2009 and 2008




2009
            
            
            2008
              (Restated)Revenue
      -Equipment and
    supplies
            
            $
            32,451
            
            
            $
            61,713Residual and interchange
      income
            
            
            3,514,288
            
            
            
            3,446,810Other
            
            
            98,040
            
            
            
            64,255Total revenue
            
            
            3,644,779
            
            
            
            3,572,778Cost
      of sales -Equipment and
    supplies
            
            
            27,025
            
            
            
            55,796Residual and interchange
      costs
            
            
            2,321,452
            
            
            
            2,234,999Commissions
            
            
            2,011
            
            
            
            8,310Other
            
            
            518,894
            
            
            
            156,473Total cost of
    sales
            
            
            2,869,382
            
            
            
            2,455,578Gross profit
            
            
            775,397
            
            
            
            1,117,200Operating
      expenses -Depreciation
      and amortization
            
            
            101,660
            
            
            
            96,079Consulting fees
            
            
            172,480
            
            
            
            161,081Legal and accounting
      fees
            
            
            53,694
            
            
            
            21,044Salaries and
    benefits
            
            
            540,529
            
            
            
            697,917Stock-based compensation
            
            
            311,444
            
            
            
            —Travel, delivery and vehicle
      expenses
            
            
            100,010
            
            
            
            118,186Other
            
            
            354,457
            
            
            
            484,079Total operating
      expenses
            
            
            1,634,274
            
            
            
            1,578,386(-Loss-) from
      operations
            
            
            (858,877
            )
            
            
            (461,186
            )Other
      income (expense) -Interest income
            
            
            430
            
            
            
            2,531Other
      income
            
            
            99,053
            
            
            
            —Interest expense
            
            
            (72,122
            )
            
            
            (101,273
            )Net
      (-loss-) before income taxes
            
            
            (831,516
            )
            
            
            (559,928
            )Provision
      for income taxes
            
            
            —
            
            
            
            (43,699
            )Net
      (-loss-) from continuing operations
            
            $
            (831,516
            )
            
            $
            (603,627
            )Discontinued
      operationsLoss
      from operations of POS component, net of tax
            
            
            (12,676
            )
            
            
            (47,241
            )Loss
      on the disposal of POS component, net of tax
            
            
            (443,549
            )
            
            
            —Net
      (-loss-)
            
            $
            (1,287,741
            )
            
            $
            (650,868
            )Per-Share
      Amounts
              Loss
      from continuing operations
            
            $
            (1.01
            )
            
            $
            (1.02
            )Loss
      from discontinued operations
            
            
            (0.55
            )
            
            
            (0.08
            )Basic
      and diluted net (-loss-) per common share
            
            $
            (1.56
            )
            
            $
            (1.10
            )Weighted
      average number of shares outstandingBasic
            
            
            825,059
            
            
            
            592,513Fully Diluted
            
            
            825,059
            
            
            
            592,513Other
      comprehensive income (loss) -Net (-loss-)
            
            $
            (1,287,741
            )
            
            $
            (650,868
            )Foreign currency translation
      adjustment
            
            
            ( 104,628
            )
            
            
            31,415Total comprehensive
      (-loss-)
            
            $
            (1,392,369
            )
            
            $
            (619,453
            )







F-4











E-DEBIT
GLOBAL CORPORATION
 (formerly
Westsphere Asset Corporation, Inc.)


Consolidated
Statements of Changes in Stockholders' Deficit


For the Years Ended December 31,
2009 and 2008








Foregin CurrencyPreferred
      Stock
              
              
              
              Common
      Stock
              
              
              
              Paid-in
              
              
              
              Translation
              
              
              
              AccumulatedShares
              
              
              
              Amount
              
              
              
              Shares
              
              
              
              Amount
              
              
              
              Capital
              
              
              
              Adjustment
              
              
              
              (Deficit)
              
              
              
              TotalBalance,
      January 1, 2008
              
              
              1,416,143
              
              
              $
              1,400,719
              
              
              
              592,785
              
              
              $
              558,960
              
              
              $
              —
              
              
              $
              151,657
              
              
              $
              (1,949,801
              )
              
              $
              161,535Cancellation
      of shares
              
              
              —
              
              
              
              —
              
              
              
              (84
              )
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Exchange
      of common stock
                for
      preferred
              
              
              975
              
              
              
              136
              
              
              
              (975
              )
              
              
              (136
              )
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Net
      loss for the year ended
                December
      31, 2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              29,474
              
              
              
              (650,868
              )
              
              
              (621,394
              )Balance,
      December 31, 2008
              
              
              1,417,118
              
              
              $
              1,400,855
              
              
              
              591,726
              
              
              $
              558,824
              
              
              $
              —
              
              
              $
              181,131
              
              
              $
              (2,600,669
              )
              
              $
              (459,859
              )Exercise
      of options
              
              
              —
              
              
              
              —
              
              
              
              2,800,000
              
              
              
              196,000
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              196,000Disposition
      of Trac’s Equity
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              584,275
              
              
              
              584,275Stock
      based compensation resulting from grant of stock options
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              311,444
              
              
              
              —
              
              
              
              —
              
              
              
              311,444Net
      loss for the year ended
                December 31,
    2009
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (104,628
              )
              
              
              (1,287,741
              )
              
              
              (1,392,369
              )Balance,
      December 31, 2009
              
              
              1,417,118
              
              
              $
              1,400,855
              
              
              
              3,391,726
              
              
              $
              754,824
              
              
              $
              311,444
              
              
              $
              76,503
              
              
              $
              (3,304,135
              )
              
              $
              (760,509
              )









F-5









E-DEBIT
GLOBAL CORPORATION
 (formerly
Westsphere Asset Corporation, Inc.)


Consolidated
Statements of Cash Flows


For the Years Ended December 31,
2009 and 2008




2009
              
              
              2008
                (Restated)Cash
      flows from operating activities:Net (loss) income from operations
              
              $
              (1,287,741
              )
              
              $
              (650,868
              )Reconciling adjustments -Depreciation and amortization
              
              
              101,660
              
              
              
              96,079Stock-based compensation
              
              
              311,444
              
              
              
              —Loss on disposal of investment in POS component
              
              
              443,549
              
              
              
              —Other non-cash transactions
              
              
              —
              
              
              
              87,178Changes in operating assets and liabilitiesAccounts receivable
              
              
              21,777
              
              
              
              276,199Inventory
              
              
              11,056
              
              
              
              101,835Prepaid expenses and other
              
              
              50,665
              
              
              
              7,156Accounts payable and accrued liabilities
              
              
              579,500
              
              
              
              74,352Net cash (used for) operations
              
              
              231,910
              
              
              
              (8,069
              )Cash
      flows from investing activities:Purchase of equipment
              
              
              (26,873
              )
              
              
              (143,042
              )Disposal of equipment
              
              
              36,509
              
              
              
              32,662Loss on discontinued operations
              
              
              (295,622
              )
              
              
              —Collections of loans receivable
              
              
              9,512
              
              
              
              1,990Net cash (used for) investing activities
              
              
              (276,474
              )
              
              
              (108,390
              )Cash
      flows from financing activities:Exercise of options
              
              
              —
              
              
              
              —Proceeds from loans
              
              
              658,266
              
              
              
              —Repayments of loans
              
              
              (40,364
              )
              
              
              (135,715
              )Net cash provided by financing activities
              
              
              617,902
              
              
              
              (135,715
              )Foreign
      currency translation adjustment
              
              
              (55,660
              )
              
              
              109,744Net
      change in cash and cash equivalents
              
              
              517,678
              
              
              
              (142,430
              )Cash
      at beginning of year
              
              
              69,280
              
              
              
              211,710Cash
      at end of year
              
              $
              586,958
              
              
              $
              69,280Supplemental
      schedules:Cash paid for
      interest
              
              $
              65,104
              
              
              $
              69,020Cash paid for income
      taxes
              
              $
              —
              
              
              $
              —Noncash
      investing and financing activitiesShares issued for the
      forgiveness of debt
              
              $
              196,000
              
              
              $
              —









F-6









E-DEBIT
GLOBAL CORPORATION
 (formerly
Westsphere Asset Corporation, Inc.)


Notes
to the Consolidated Financial Statements


For the Years Ended December 31,
2009 and 2008






Note
1 – Organization and Principles of Consolidation




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





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





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





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





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





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





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





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





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





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





On April
2, 2010, the Company officially changed its name to E-Debit Global
Corporation.




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




Company
considers all highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.  Cash equivalents totaled $-0- and
$-0- at December 31, 2009 and 2008, respectively.




F-7











Estimated Fair Value of
Financial Instruments





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





Accounts
Receivable





Accounts
receivable consist of amounts due from customers.  The Company
considers accounts more than 180 days old to be past due. The Company uses
the allowance method for recognizing bad debts. When an account is deemed
uncollectible, it is written off against the allowance.




Inventory




Inventory
consists primarily of cash vending and POS machines, which are valued at the
lesser of cost (on a first-in, first-out method) or net realizable
value.





Property, Equipment and
Depreciation





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




Earnings
(Loss) per Share





Basic
earnings (loss) per share are computed by dividing the net (loss) by the
weighted average number of shares outstanding during the years ended December
31, 2009 and 2008.  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, 2009 and 2008.





The
weighted-average number of shares computation for diluted earnings (loss) per
common share does not include the 4,655,000 options to purchase common shares
because the potential common shares are anti-dilutive.  The options’
exercise price was greater than the average market price of the common shares at
the end of year 2009.




Valuation of Long-Lived
Assets




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




Revenue
Recognition




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





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





The
Company rents ATM machines to customers on a month-to-month basis. The carrying
value of property rented to customers as of December 31, 2009 is
$15,478.  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.




F-8











Income
Taxes





The
Company uses the liability method of accounting for income taxes. 
Accordingly, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of assets and their respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities
of a change in tax rates resulting from new legislation is recognized in income
in the period of enactment.  A valuation allowance is established against
deferred tax assets when management concludes more likely than not the deferred
asset is recoverable.





Expected
future losses represent sufficient negative evidence regarding its
recoverability and accordingly, a full valuation allowance was recorded against
deferred tax assets. A full valuation allowance on the deferred tax assets will
be maintained until sufficient positive evidence exists to support reversal of
the valuation allowance.





The
Company has analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as
all open tax years in these jurisdictions.  The Company has identified
its federal tax return and its state tax
return in Colorado as “major” tax jurisdictions, as
defined.  We are not currently under examination by the Internal
Revenue Service or any other jurisdiction.  The Company believes that
its income tax filing positions and deductions will be sustained on
audit and does not anticipate any adjustments that will result in a
material adverse effect on the Company’s financial condition, results
of operations, or cash flow.  Therefore, no reserves for uncertain income
tax positions have been recorded pursuant to ASC 740.




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, 2009 all minority-owned subsidiaries had deficits
and therefore no minority interest is recorded.




Prior year
comparatives




Prior
year figures are restated where necessary for comparative purposes. The prior
year figures have been adjusted due to the discontinued of operations of a
subsidiary.   The effects of the change are outlined in Note
12.




Advertising
expenses





The
Company expenses advertising costs as incurred and the total amounts for 2009
and 2008 where nominal.





Reclassifications


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





Dividends


The
Company paid no dividends during the years presented.




Recent Accounting
Pronouncements




The
FASB’s Accounting Standards Codification (ASC) is effective for all interim and
annual financial statements issued after September 15, 2009.  The ASC is
now the single official source of authoritative, nongovernmental generally
accepted accounting principles (GAAP) in the United States.  The
historical GAAP hierarchy was eliminated and the ASC became the only level of
authoritative GAAP, other than guidance issued by the Securities and Exchange
Commission.  Our accounting policies were not affected by the
conversion to ASC.  However, we have conformed references to specific
accounting standards in these notes to our consolidated financial statements to
the appropriate section of ASC.




In
October 2009, the FASB issued Accounting Standards Update, 2009-13, Revenue
Recognition (ASC Topic 605): Multiple Deliverable Revenue
Arrangements – A Consensus of the FASB Emerging Issues Task Force. This
update provides application guidance on whether multiple deliverables exist, how
the deliverables should be separated and how the consideration should be
allocated to one or more units of accounting. This update establishes a selling
price hierarchy for determining the selling price of a deliverable. The selling
price used for each deliverable will be based on vendor-specific objective
evidence, if available, third-party evidence if vendor-specific objective
evidence is not available, or estimated selling price if neither vendor-specific
or third-party evidence is available. The Company will be required to apply this
guidance prospectively for revenue arrangements entered into or materially
modified after January 1, 2011; however, earlier application is permitted. We
have not determined the impact, if any, that this update may have on our
financial statements.





F-9











In
January 2010, the FASB issued guidance that requires reporting entities to make
new disclosures about recurring or nonrecurring fair-value measurements
including significant transfers into and out of Level 1 and Level 2 fair value
measurements and information on purchases, sales, issuances, and settlements on
a gross basis in the reconciliation of Level 3 fair value measurements. The
guidance is effective for annual reporting periods beginning after
December 15, 2009, except for Level 3 reconciliation disclosures that are
effective for annual periods beginning after December 15, 2010. We do not
expect the adoption of this guidance to have a material impact on our
consolidated financial statements.




There
were various other accounting standards and interpretations issued during 2010
and 2009, none of which are expected to have a material impact on the Company’s
consolidated financial position, operations, or cash flows.




Note
3 – Property and Equipment





Property
and equipment consists of the following elements:





Cost
            
            
            Accumulated
              Depreciation/
              Amortization
            
            
            Net
              Book
      Value
            
            Depreciation
              Rate
              and
              MethodDecember
      31, 2008 -Office furniture and
              equipment
            
            $
            69,790
            
            
            $
            45,847
            
            
            $
            23,943
            
            20%
      DBComputer hardware and
              software
            
            
            192,136
            
            
            
            167,875
            
            
            
            24,261
            
            30%
      DBATM machines
            
            
            376,579
            
            
            
            224,903
            
            
            
            151,676
            
            30%
      DBOther
            
            
            46,490
            
            
            
            41,894
            
            
            
            4,596
            
            Var$
            684,995
            
            
            $
            480,519
            
            
            $
            204,476December
      31, 2009 -Office furniture and
              equipment
            
            $
            41,479
            
            
            $
            21,732
            
            
            $
            19,747
            
            20%
      DBComputer hardware and
              software
            
            
            110,646
            
            
            
            95,307
            
            
            
            15,339
            
            30%
      DBATM machines
            
            
            156,729
            
            
            
            32,358
            
            
            
            124,371
            
            30%
      DBOther
            
            
            6,251
            
            
            
            3,986
            
            
            
            2,265
            
            Var$
            315,105
            
            
            $
            153,383
            
            
            $
            161,722





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, 2009 and 2008 totaled $101,660 and $96,079,
respectively.




Note
4 – Deferred Costs/Intangible Assets




In order
for E-Debit’s subsidiaries to remain competitive in the marketplace, E-Debit,
through its subsidiary Westsphere Systems Inc. has successfully gained
membership into the Canadian Interac Association as an Acquirer.  This
will enable the direct processing of ATM, POS and other transactions for its
other subsidiaries, Vencash and Trac POS.  E-Debit has sourced out an
industry leader, ACI Worldwide, and invested in the development and ongoing
support required to facilitate the processing of
transactions.  Westsphere Systems Inc. will process all transactions
through its association with ACI thereby eliminating the costs, restrictions,
and potential risks of relying on third party processors.  Most
importantly, the investment in the processor, or switch, will also enable
E-Debit’s direct entry into new and emerging markets such as card management and
processing.
 
 E-Debit
has officially launched its switch in January 2009 and commence rollover of ATMs
to process all transactions through its association with ACI.  The
deferred costs have been reclassified as intangible assets in year
2009.


Depreciation
and amortization have been provided in amounts sufficient to recover asset costs
over their estimated useful lives.  Depreciation and amortization
expense for the years ended December 31, 2009 and 2008 totaled $31,729 and $0,
respectively.





F-10











Expected
future depreciation and amortization of the intangible assets are as
follows:


Year
              Amount2010
              $25,3842011
              $20,3072012
              $16,2462013
              $12,9962014
              $10,397





Note
5– Notes Receivable




The note
receivable total $152,510 ($160,000 CDN), carry no interest rate, and require no
monthly payments.  The Company can demand funds be returned at
anytime.  The purpose of this note receivable are to supply vault cash
to E-Debit’s wholly owned subsidiary Vencash’s customers ATM equipments and site
locations.  Revenue from this note is generated from surcharge
transactions.  This note receivable is reflected in the accompanying
consolidated balance sheet as note receivable.




Note
6 – Loans Payable




In
September 2007, E-Debit’s subsidiary Vencash entered into a loan agreement
totaling $95,319 ($100,000 CDN) with an external arms-length investor, bearing
interest at 12% per annum, blended monthly payments of interest only of $945
($1,000 CDN) to September 2008, with an automatic extension for a further 6
month term.  The principle is to be repaid in a maximum of 18
months.  The purpose of the loan is to supply vault cash to E-Debit’s
wholly owned subsidiary Vencash’s customers ATM equipment and site
locations.  As of December 31, 2009, the balance is $95,319 ($100,000
CDN).  This loan is reflected in the accompanying consolidated balance
sheet as current portion of loans.
  On
November 5, 2007, E-Debit’s subsidiary Westsphere Systems Inc. raised $124,868
($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
$1,238 ($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, 2009, the balance is $124,868
($131,000 CDN).  This loan is reflected in the accompanying
consolidated balance sheet as current portion of loans.


Note
7– Common and Preferred Stock




In
September 2008, E-Debit repurchased and cancelled 84 common shares.





In
October 2008, E-Debit’s President exercised his option to convert 975 common
shares to preferred shares.





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.  In December 2009, the
Company approved an amendment of the Stock Option and Stock Award Plan filed on
January 26, 2005 which remains in effect through January 26, 2015.  The
maximum number of shares that may be optioned or awarded under the plan is
amended to 7,000,000.  Additional provisions of the plan call for awards,
exercise prices and vesting to be determined by the board of directors or its
designated administrator.  In December 2009, 7,455,000 stock options were
granted to certain officers, directors, and consultants under the Stock Award
Plan at an exercise price of $0.07 per share.  The options vested on the
date of grant and expire on January 26, 2015.





In
December 2009, E-Debit issued 2,800,000 common shares from the Stock Award Plan
pursuant to the exercise of stock options at $0.07 per share.  1,480,000
common shares were issued to two of the Executive Officers and 1,320,000 common
shares were issued to consultants.  The investors paid for the stock
options with the forgiveness of debt.




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 analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as
all open tax years in these jurisdictions.  We are not currently under
examination by the Internal Revenue Service or any other
jurisdiction.  The Company believes that its income tax
filing positions and deductions will be sustained on audit and does not
anticipate any adjustments that will result in a material adverse
effect on the Company’s financial condition, results of operations, or cash
flow.  Therefore, no reserves for uncertain income tax positions have been
recorded pursuant to ASC 740.












The
Company has estimated net operating loss carry forwards of $3,000,233, which
expire as follows:




2021
              $100,1462022
              $237,4252023
              $240,2072025
              $540,8312026
              $315,0002027
              $650,8682028
              $915756


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





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





2009
            
            
            2008Tax
      (benefit) at statutory rate
            
            
            34
            %
            
            
            34
            %Canadian
      tax benefits
            
            
            —
            
            
            
            —Income
      taxes paid and accrued
            
            
            —
            
            
            
            —Change
      in reserve for net operating loss carry forwards
            
            
            (34
            %)
            
            
            (34
            %)Income
      tax expense (benefit)
            
            
            0
            %
            
            
            0
            %









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:





2009
            
            
            2008Non-capital
      loss carry forwards:
            
            $
            1,309,131
            
            
            $
            698,672Temporary
      differences due to depreciation methods
            
            
            (1,009,031
            )
            
            
            (542,610
            )Income
      tax benefit
            
            
            300,100
            
            
            
            156,062Valuation
      allowance
            
            
            (300,100
            )
            
            
            (156,062
            )Income
      tax benefit
            
            $
            —
            
            
            $
            —





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.  In December 2009, the
Company approved an amendment of the Stock Option and Stock Award Plan filed on
January 26, 2005 which remains in effect through January 26, 2015.  The
maximum number of shares that may be optioned or awarded under the plan is
amended to 7,000,000.  Additional provisions of the plan call for awards,
exercise prices and vesting to be determined by the board of directors or its
designated administrator.  In December 2009, 7,455,000 stock options were
granted to certain officers, directors, and consultants under the Stock Award
Plan at an exercise price of $0.07 per share.  The options vested on the
date of grant and expire on January 26, 2015.





Following
is a table of outstanding options and changes during 2009 and 2008:






Employee
                Options
              
              
              Non-
                Employee
                Options
              
              
              Weighted
                Average
                Exercise
                Price
              
              
              Aggregate
                Intrinsic
                ValueOptions
      Outstanding, December 31, 2007
              
              
              214,583
              
              
              
              —
              
              
              $
              0.90
              
              
              
              —Options
      granted in 2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Options
      exercised in 2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Options
      expired in 2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Options
      Outstanding, December 31, 2008
              
              
              214,583
              
              
              
              —
              
              
              $
              0.90
              
              
              $
              0Options
      granted in 2009
              
              
              5,395,000
              
              
              
              2,060,000
              
              
              $
              0.07
              
              
              
              —Options
      exercised in 2009
              
              
              (1,480,000
              )
              
              
              (1,320,000
              )
              
              $
              0.07
              
              
              
              —Options
      cancelled in 2009
              
              
              (180,058
              )
              
              
              -
              
              
              $
              0.94
              
              
              
              -Options
      Outstanding, December 31, 2009
              
              
              3,949,525
              
              
              
              740,000
              
              
              $
              0.07
              
              
              $
              0












All
outstanding options vest immediately.





If not
previously exercised or canceled, options outstanding at December 31, 2009 will
expire as follows:





Range
      of Exercise Prices
            
            
            Number
      of Shares
            
            
            Weighted
              Average
              Exercise
      PriceJanuary
      26,
            
            High
            
            
            Low2015
            
            
            .94
            
            
            
            .94
            
            
            
            4,655,000
            
            
            
            .07Open
      ended
            
            
            .70
            
            
            
            .70
            
            
            
            34,525
            
            
            
            .70








The fair
value of the options was calculated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions:


Risk-free
      interest rate
            0.01% -
    1.00%Dividend
      yield
            0.00%Volatility
      factor
            25.4%Expect
      life
            0.01 - 2.50
      years




The fair
value of the options totaled $311,444, which was fully expensed as of December
31, 2009.




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 2014. The Company also has
various obligations for auto and equipment leases through 2013.





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





Real
      Estate
              
              
              Other2010
              
              $
              68,298
              
              
              $
              18,9492011
              
              $
              68,298
              
              
              $
              9,7212012
              
              $
              68,298
              
              
              $
              7,7292013
              
              $
              68,298
              
              
              $
              2,3202014
              
              $
              17,074
              
              
              $
              —
  2009
              
              
              
              2008Rental
      expense
              
              $
              116,398
              
              
              $
              197,083





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 by Gregory to be without
merit and has not accrued a liability for the claim.  As of April
2009, the court actions and negotiation with Peter Gregory have been terminated
with the withdrawal of the company lawyer.  No further actions were
filed by either party.




Note
11 – Related party transactions





Year
2008





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





F-13











Others
receivable - related party:




RevenueSales of ATM
      accessories to:
            
            $
            3,143Directors’
      100% owned company






Shareholder loan
      from:49%
      shareholder’s of Personal Financial Solution
              
              $
              2,273


The
shareholder loan is payable on demand.





Indebtedness
to related parties:





The
Company is obligated to its president pursuant to a loan payable totaling
$61,748 ($75,502 CDN) as of December 31, 2008.   This is a due on
demand loan with no interest rate and maturity date.





The
Company is obligated to an affiliated company that is controlled by the
Company’s president pursuant to a loan payable totaling $208,348 ($254,757 CDN)
as of December 31, 2008.   This is a due on demand loan with no
interest rate and maturity date.


The
Company’s subsidiary Vencash is indebted to E-Debit Vice President for a loan
payable totaling $81,300 ($99,410 CDN) as of December 31, 2008.  This
is a due on demand loan with no interest rate and maturity date.





The
Company’s subsidiary Westsphere Systems Inc. owed E-Debit’s directors for loans
advance totaling $79,481 ($97,186 CDN) as of December 31, 2008.  This
is a due on demand loan with no interest rate and maturity
date.


The
Company’s subsidiary Vencash Capital Corporation accrued for officer and
employee bonuses totaling $54,891 ($67,118 CDN) as of December 31,
2008.  This is a due on demand loan with no interest rate and maturity
date.





Year
2009





The
Company expensed $79,402 ($84,000 CDN) during 2009 for consulting and management
services to an affiliated company that is controlled by the Company’s
president.





Others
receivable - related party:


49%
      shareholder’s of Personal Financial Solution
                  
                  $
                  2,649





Indebtedness
to related parties:





The
Company is obligated to its president pursuant to a loan payable totaling
$39,289 ($41,218 CDN) as of December 31, 2009.  This is a due on
demand loan with no interest rate and maturity date.





The
Company is obligated to an affiliated company that is controlled by the
Company’s president pursuant to a loan payable totaling $61,908 ($64,948 CDN) as
of December 31, 2009.  This is a due on demand loan with no interest
rate and maturity date.


The
Company’s subsidiary Westsphere systems Inc. is indebted to E-Debit Vice
President for a loan payable totaling $4,294 ($4,505 CDN) as of December 31,
2009.  This is a due on demand loan with no interest rate and maturity
date.





The
Company’s subsidiary Westsphere Systems Inc. owed E-Debit's officers for loans
advance totaling $4,439 ($4,656 CDN) as of December 31, 2009.  This is
a due on demand loan with no interest rate and maturity date.





The
Company’s subsidiary Westsphere Systems Inc. owed E-Debit's directors for loans
advance totaling $25,590 ($26,847 CDN) as of December 31, 2009.  This
is a due on demand loan with no interest rate and maturity
date.


The
Company’s subsidiary Vencash Capital Corporation accrued for officer and
employee bonuses totaling $63,975 ($67,118 CDN) as of December 31,
2009.  This is a due on demand loan with no interest rate and maturity
date.




















Note
12 – Discontinued Operations





Results
of Discontinued Operations





On May 4,
2009 TRAC was served with a Notice of Intention to Enforce a Security Form 86
(Rule 124) a precursor to placing TRAC into receivership.  This Notice
was served on behalf of the Trustees of the estate of June Barr, the holder of a
TRAC loan agreement secured by a General Security Agreement registered under the
Alberta Personal Property Protection Act.





As a
result E-Debit initiated a similar action to secure its loan to TRAC which also
was secured by a General Security Agreement registered under the Alberta
Personal Property Protection Act.   TRAC subsequently turned over
the business operations, books and records to the appointed receiver in
bankruptcy after the termination of TRAC business operations on May 5,
2009.  On August 11, 2009, Notice was given to E-Debit of a first
creditor’s meeting which will be held on August 27, 2009 whereby E-Debit was
listed as a secured creditor under the TRAC bankruptcy.
  TRAC
business related to the sale and processing of Point of Sale Equipment which ran
at a continual loss historically and will have no impact on E-Debit’s continuing
operations.
 
 At this
time the assets of TRAC are with the court appointed receiver and control of
TRAC by E-Debit ended on May 5, 2009.  No financial reporting since
2nd
quarter 2009.


Results
for discontinued operations were as follows:





2009
            
            
            2008Loss
      on dispositions
            
            $
            (443,549
            )
            
            $
            -Loss
      from operations of POS component
            
            
            ( 12,676
            )
            
            
            (47,241
            )Loss
      from discontinued operations
            
            $
            (456,225
            )
            
            $
            (47,241
            )





Summarized
financial information for discontinued operations is as follows:





2009
            
            
            2008Revenue
            
            $
            63,806
            
            
            $
            268,663Cost
      of sales
            
            
            (30,534
            )
            
            
            (
      76,033
            )Operating
      expenses
            
            
            (45,948
            )
            
            
            (239,871
            )Other
      income (expense)
            
            
            -
            
            
            
            -Net
      loss before income taxes
            
            
            (12,676
            )
            
            
            (47,241
            )Provision
      for income taxes
            
            
            -
            
            
            
            -Net
      loss from operations
            
            $
            (12,676
            )
            
            $
            (47,241
            )





The net
liabilities of discontinued operations, which are included on the consolidated
Balance Sheet, consist of the following at December 31, 2009 and December 31,
2008:





2009
            
            
            2008Cash
            
            $
            -
            
            
            $
            18,600Accounts
      receivable
            
            
            -
            
            
            
            6,918Prepaid
      expense and deposit
            
            
            -
            
            
            
            724Property
      held for sale
            
            
            -
            
            
            
            50,091Total
      assets
            
            
            -
            
            
            
            76,333Current
      liabilities
            
            
            -
            
            
            
            40,584Long-term
      debt
            
            
            -
            
            
            
            331,371Total
      liabilities
            
            
            -
            
            
            
            371,955Net
      liabilities of discontinued operations
            
            $
            -
            
            
            $
            295,622








F-15










Note
13 – Subsequent Events





In
February 2010, E-Debit issued 500,000 common shares to one of the consultants
who exercised his 2009 options to purchase shares of our common stock at $0.70
per share.





In March
2010, the boards after reviewing the business of operations as a whole have
determined that it is in the best financial interests for the Corporation to
raise additional funds through private offering memorandum for up to 12,500,000
units of Common Stock at $0.10 per share.  The use of the proceeds
from this offering is to be allocated to support the switch operations,
purchasing of software and hardware, and general and administrative
costs.  The completion of the offering is expected to be completed by
the end of the first quarter of the year 2010.





Note
14 – Going Concern





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern.  The
Company has incurred net losses for the years ended December 31, 2009 and 2008,
and as of December 31, 2009, had a working capital deficit of $400,251 and an
accumulated deficit of $760,509.  These conditions raise substantial
doubt as to the Company's ability to continue as a going
concern.  These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.  These
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.





Management
recognizes that the Company must generate additional resources to enable it to
continue operations.  Management intends to raise additional funds
through debt financing and equity financing or through other means that it deems
necessary, with a view to moving forward and sustaining a prolonged growth in
its strategy phases. However, no assurance can be given that the Company will be
successful in raising additional capital.  Furthermore, the management
is in the process of restructuring, reorganization and consolidation of all its
operations as a whole in order to save costs.  In addition, there is
no demand for payment on the accounts payable to related parties of $199,495 and
shareholder loans of $430,997 as these liabilities are owed to internal officers
and directors.   Further, even if the Company raises additional
capital, there can be no assurance that the Company will achieve profitability
or positive cash flow. If management is unable to raise additional capital and
expected significant revenues do not result in positive cash flow, the Company
will not be able to meet its obligations and may have to cease
operations.



















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




None.




ITEM
9A.    CONTROLS AND PROCEDURES.




Disclosure
Controls and Procedures




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




Evaluation
of Disclosure Controls and Procedures




As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon the foregoing, our Chief
Executive Officer and our Chief Financial Officer concluded that our disclosure
controls and procedures are effective to ensure that the information required to
be disclosed by us in this Report was (i) recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and instructions
for Form 10-K.




Changes
in Internal Controls over Financial Reporting




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




Inherent
Limitations on Effectiveness of Controls




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






Management’s
Report on Internal Control over Financial Reporting






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




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







19










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




In
connection with the preparation of this Annual Report on Form 10-K for the year
ended December 31, 2009, management, with the participation of our Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of our internal controls over financial reporting, pursuant to Rule 13a-15 under
the Exchange Act. Our Chief Executive Officer and Chief Financial Officer have
concluded that the design and operation of our internal controls and procedures
are effective as of December 31, 2009. There were no significant changes in our
internal controls over financial reporting that occurred during the fourth
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.






Item 9A(T).
Controls and Procedures.




Evaluation
of Disclosure Controls and Procedures




As of the
end of the period covered by this report, we carried out an evaluation, with the
participation of our chief executive and chief financial officer, of the
effectiveness, as of December 31, 2009, of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934). Due to the fact that we have a limited number of
employees and are not able to have proper segregation of duties based on the
cost/benefit of hiring additional employees solely to address the segregation of
duties issue, we have concluded that our disclosure controls and procedures are
not effective to ensure that information required to be disclosed by us in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms. However, we have determined that the risks
associated with the lack of segregation of duties are partially mitigated based
on the close involvement of management in day-to-day operations. We have limited
resources available. As we obtain additional funding and employ additional
personnel, we will implement programs to ensure the proper segregation of duties
and reporting channels.




Further,
our management with the participation of our principal executive officer and
principal financial officer or persons performing similar functions has
determined that no change in our internal control over financial reporting
occurred during the fourth quarter of our fiscal year ended December 31, 2009
that has materially affected, or is (as that term is defined in Rules
13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably
likely to materially affect, our internal control over financial
reporting.




Changes
in Internal Controls over Financial Reporting




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




REPORT OF
MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




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















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




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




ITEM
9A(T). Controls and Procedures.




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




ITEM 9B.  Other
Information






PART
III




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




(a)  Our
Directors and Officers and Our Subsidiaries




Our
Management




The
following table furnishes the information concerning the members of our Board of
Directors and Officers as of March 31, 2010. Our Directors are elected every
year and serve until their successors are elected and qualified:




Name
              
              Age
              
              Title
              Term
      of ServiceDouglas
      N. Mac Donald
              
              61
              
              Director,
      President, CEO
              07/98
      to presentRobert
      L. Robins
              
              68
              
              Director/V.P./Sec.
      Treasurer
              07/98
      to presentDr.
      Roy Queen
              
              67
              
              Director
              12/98
      to presentKim
      Law
              
              42
              
              V.P./CFO
                Director
              05/00
      to present
                08/02
      to presentBernd
      Reuscher
              
              66
              
              Director
              04/02
      to presentJack
      (John) Thomson
              
              80
              
              Director
              11/04
      to presentSonja
      Dreyer
              
              58
              
              Vice-President
              05/00
      to present


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




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




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




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


















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




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




Bernd Reuscher –Director




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




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




Mr. Law
has acted as our Chief Financial Officer, Vice President of Finance and Director
since May, 2000. Mr. Law has been instrumental in establishing our financial
controls and those of our subsidiary companies. From July 1999 to April 2000,
Mr. Law was the Vice President of Finance of Kan-Can Resorts Ltd., a property
development corporation. In the nine (9) years prior, Mr. Law was a controller
in the hospitality and resort industry.  Mr. Law graduated in 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 –
Director




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




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




Ms. Sonja Dreyer – Vice President of
Administration




Ms.
Dreyer acts as the Executive Assistant to our Board of Directors. Ms. Dreyer has
held this position since May 2000.   E-Debit calls upon Ms.
Dreyer’s considerable administrative background along with her commercial
marketing, client service and customer relations experience in order to
coordinate the Administration and Management of  E-Debit and its subsidiary
companies.





Ms. Sonja Dreyer- Vice
President- Westsphere Systems Inc.  (WSI)





This
position includes overseeing all management and administration of the Base
24-ACI processing Switch.


Westsphere
Systems Inc, controls the switching Process of the ATM’s





Ms.
Dreyer assists Mr. Mac Donald in the day to day operations of the ATM business
and is responsible for all subsidiary operations.




















Management
of Vencash Capital (a wholly owned subsidiary)




Name
              
              Age
              
              Title
              Term
      of ServiceDouglas
      N. Mac Donald
              
              61
              
              Director/CEO/
              07/98
      to presentRobert
      L. Robins
              
              68
              
              Director//Secretary/Treasurer
              07/98
      to presentBernd
      Reuscher
              
              66
              
              Director
              04/02
      to presentDr.
      Roy Queen
              
              67
              
              Director
              12/98
      to presentKim
      Law
              
              42
              
              Director/CFO
              08/02
      to presentMr.
      Jack (John) Thomson
              
              80
              
              Director
              11/04
      to presentSonja
      Dreyer
              
              58
              
              Vice
      President & COO
              07/09
      to present






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








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





Name
                
                Age
                
                Title
                Term
      of ServiceDouglas
      N. Mac Donald
                
                61
                
                Director/CEO/President
                07/05
      to PresentRobert
      L. Robins
                
                68
                
                Director
                07/05
      to PresentBernd
      Reuscher
                
                66
                
                Director
                07/05
      to PresentDr.
      Roy Queen
                
                67
                
                Director
                07/05
      to PresentKim
      Law
                
                42
                
                Director,
      CFO
                07/05
      to PresentMr.
      Jack (John) Thomson
                
                80
                
                Director
                07/05
      to PresentMs.
      Sonja Dreyer
                
                58
                
                Vice
      President
                07/05
      to present
   For information on Douglas N. Mac
Donald, Robert L. Robins, Bernd Reuscher, Kim Law, Dr. Roy Queen, and Jack
Thomson see "OurManagement”above.




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


Name
                  
                  Age
                  
                  Title
                  Term
      of ServiceDouglas
      N. Mac Donald
                  
                  61
                  
                  Director/CEO/President
                  03/00
      to PresentRobert
      L. Robins
                  
                  68
                  
                  Director
                  03/00
      to PresentBernd
      Reuscher
                  
                  66
                  
                  Director
                  03/00
      to PresentDr.
      Roy Queen
                  
                  67
                  
                  Director
                  03/00
      to PresentKim
      Law
                  
                  42
                  
                  Director/CFO
                  03/00
      to PresentMr.
      Jack (John) Thomson
                  
                  80
                  
                  Director
                  03/00
      to PresentMs.
      Sonja Dreyer
                  
                  58
                  
                  Vice
      President
                  06/06
      to present
  For information on Douglas N. Mac
Donald, Robert L. Robins, Bernd Reuscher, Kim Law, Dr. Roy Queen, and Jack
Thomson see "OurManagement"above.




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


Name
                  
                  Age
                  
                  Title
                  Term
      of ServiceDouglas
      N. Mac Donald
                  
                  61
                  
                  Director,
      CEO/President
                  10/01to
      presentRobert
      L. Robins
                  
                  68
                  
                  Director
                  10/01to
      presentDr.
      Roy Queen
                  
                  67
                  
                  Director
                  10/01
      to presentBernd
      Reuscher
                  
                  66
                  
                  Director
                  10/01
      to presentKim
      Law
                  
                  42
                  
                  Director/CFO
                  10/01
      to presentMr.
      Jack (John) Thomson
                  
                  80
                  
                  Director
                  11/04
      to presentMs.
      Sonja Dreyer
                  
                  58
                  
                  VP/Chief
      Operating Officer
                  06/06
      to present
   For
information on Douglas N. Mac Donald, Robert L. Robins, Bernd Reuscher, Kim Law,
Dr. Roy Queen, Jack Thomson, and Sonja Dreyer see "Our Management"above.  For information on Brett Border see "Management of Vencash Capital
Corporation"above.




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

















(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 transactionsDouglas
      Mac Donald
              President,
      Chief Executive Officer and a member of the B.O.D.
              
              N/A
              N/A
              N/ARobert
      Robins
              Vice
      President, Sec., Treasurer and member of the B.O.D.
              
              N/A
              1
              N/ASonja
      Dreyer
              Vice
      President of Administration and Executive Assistant to the
      B.O.D.
              
              N/A
              N/A
              N/AKim
      Law
              Vice
      President of Finance, Chief Financial Officer and a member of the
      B.O.D.
              
              N/A
              N/A
              N/ABernd
      Reuscher
              Member
      of Board of Directors
              
              N/A
              N/A
              N/ADr.
      Roy Queen
              Member
      of Board of Directors
              
              N/A
              N/A
              N/AMr.
      Jack (John) Thomson
              Member
      of Board of Directors
              
              N/A
              N/A
              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.




ITEM
11.   EXECUTIVE COMPENSATION




Cash
Compensation




Compensation
paid by us for all services provided during the fiscal year ended December 31,
2009, (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
            
            StockOptionsDouglas
      N. Mac Donald*
            2001
            $
            33,393
            
            —President
      and Director
            2002
            $
            38,049
            
            24,5252003
            $
            59,092
            **
            —2004
            $
            84,661
            
            —2005
            $
            87,477
            
            —2006
            $
            87,448
            
            —2007
            $
            94,937
            
            —2008
            $
            84,293
            
            —2009
            $
            96,309
            
            265,000





*
  Mr. Mac Donald receives his salary through his corporation, Mac
Donald and Associates total $80,068 ($84,000 CDN) and $17,157 ($18,000 CDN)
under Douglas Mac Donald.




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




****
  USD to CAD currency exchange rate year 2009 average (365 days):
1.04911.













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. Three (3) 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.  The
Third option was granted December 9, 2009 for 2,015,000 shares at $0.07 per
share and expires on January 26, 2015.




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




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




Option
Grants




The
following table sets forth information regarding stock option grants to our
officers and directors as of March 31, 2010: The option amounts and prices have
changed due to the 20 to 1 rollback of April 01, 2005




Options
granted in year 2002




Individual
      GrantsName
            
            Number
      of Securities
              Underlying
      Options
              Granted
      (#)
            
            
            %
      of Total
              Options
              Granted
            
            
            Exercise
      or Base
              Price
      ($/Share)
            
            
            Expiration
      Date(1)Doug
      MacDonald
            
            
            24,525
            
            
            
            0.33
            %
            
            $
            0.70
            
            
            
            (1
            )Robert
      Robins
            
            
            10,025
            
            
            
            0.13
            %
            
            $
            0.70
            
            
            
            (1
            )








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




Options
granted in year 2009




Individual
      GrantsName
            
            Number
      of Securities
              Underlying
      Options
              Granted
      (#)
            
            
            %
      of Total
              Options
              Granted
            
            
            Exercise
      or Base
              Price
      ($/Share)
            
            Expiration
      DateDoug
      MacDonald
            
            
            2,015,000
            
            
            26.94
            %
            
            $0.07
            
            Jan/26/2015Robert
      Robins
            
            
            600,000
            
            
            8.02
            %
            
            $0.07
            
            Jan/26/2015Sonja
      Dreyer
            
            
            950,000
            
            
            12.70
            %
            
            $0.07
            
            Jan/26/2015Kim
      Law
            
            
            725,000
            
            
            9.69
            %
            
            $0.07
            
            Jan/26/2015Jack
      Thomson
            
            
            265,000
            
            
            3.54
            %
            
            $0.07
            
            Jan/26/2015Bernd
      Reuscher
            
            
            265,000
            
            
            3.54
            %
            
            $0.07
            
            Jan/26/2015Dr.
      Roy Queen
            
            
            265,000
            
            
            3.54
            %
            
            $0.07
            
            Jan/26/2015















Option Exercises




Two of
the Executive Officers named in the Summary Compensation Table have exercised a
portion of their 2009 options to purchase shares of our common stock on December
12, 2009.




The
following table sets forth details of each exercise of stock options as of March
31, 2010 by any of the named Executive Officers, and the March 31, 2010 value of
unexercised options on an aggregate basis.




Aggregated
Options Exercised




Name
              
              Securities
                Acquired
      on Exercise
                (#)
              
              
              Aggregate
                Value
                Realized
      ($)
              
              Unexercised
      Options
                as
      of December 31, 2009
                Exercisable(2)/
                Unexercisable
              Value
      of Unexercised in the
                Money-Options
      at December 31,
                2009
                Exercisable/
                Unexercisable
      (1)Douglas
      MacDonald
              
              Nil
              
              
              Nil
              
              24,525
      (exercise)
                0
      (unexercisable)
              $0.70
      (exercise)
                $0
      (unexercisable)Robert
      Robins
              
              10,025
              
              
              $0.70
              
              10,000
      (exercise)
                0
      (unexercisable)
              $0.70
       (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.




Name
            
            Securities
              Acquired
      on Exercise
              (#)
            
            
            Aggregate
              Value
              Realized
      ($)
            
            Unexercised
      Options
              as
      of December 31, 2009
              Exercisable(4)/
              Unexercisable
            Value
      of Unexercised in the
              Money-Options
      at December 31,
              2009
              Exercisable/
              Unexercisable
      (3)Douglas
      MacDonald
            
            1,750,000
            
            
            $0.07
            
            265,000
      (exercise)
              0
      (unexercisable)
            $0.07
      (exercise)
              $0 
      (unexercisable)Robert
      Robins
            
            Nil
            
            
            
            
            600,000
      (exercise)
              0
      (unexercisable)
            $0.07 
      (exercise)
              $0 
      (unexercisable)Sonja
      Dreyer
            
            230,000
            
            
            $0.07
            
            720,000
      (exercise)
              0
      (unexercisable)
            $0.07
       (exercise)
              $0
       (unexercisable)Kim
      Law
            
            Nil
            
            
            Nil
            
            725,000
      (exercise)
              0
      (unexercisable)
            $0.07
      (exercise)
              $0 
      (unexercisable)Jack
      Thomson
            
            Nil
            
            
            
            
            265,000
      (exercise)
              0
      (unexercisable)
            $0.07 
      (exercise)
              $0 
      (unexercisable)Bernd
      Reuscher
            
            Nil
            
            
            
            
            265,000
      (exercise)
              0
      (unexercisable)
            $0.07
       (exercise)
              $0
       (unexercisable)Dr.
      Roy Queen
            
            Nil
            
            
            
            
            265,000
      (exercise)
              0
      (unexercisable)
            $0.07
      (exercise)
              $0 
      (unexercisable)


(3)
            Based
      on stock option price of $0.07 on December 9,
  2009.





(4)
            Includes
      Options to purchase common shares within 5 years after January
      2010.



















Compensation of
Directors




We did
not pay any compensation for services provided by the directors during the
fiscal year ended December 31, 2009.




Termination of Employment and Change
of Control Arrangements




None.




Compensation
Discussion and Analysis





The
following Compensation Discussion and Analysis (CD&A) provides information
on the compensation programs established for our "Named Executive Officers"
during our fiscal year ended December 31, 2009. All information provided herein
should be read in conjunction with the tables provided below.





Our Board
of Directors is responsible for establishing, implementing and monitoring the
policies governing compensation for our executives.  Currently our
Board does not have a compensation committee.  Our officers are
members of our Board of Directors and are able to vote on matters of
compensation.  We are not currently under any legal obligation to
establish a compensation committee and have elected not to do so at this
time.  In the future, we may establish a compensation committee if the
Board determines it to be advisable or we are otherwise required to do so by
applicable law, rule or regulation. During the year ended December 31, 2009 our
Board did not employ any outside consultants to assist in carrying out its
responsibilities with respect to executive compensation, although we have access
to general executive compensation information regarding both local and national
industry compensation practices.  In future periods we may participate
in regional and national surveys that benchmark executive compensation by peer
group factors such as company size, annual revenues, market capitalization and
geographical location.





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





Components
of Our Executive Compensation Program





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





o    Base
Salary


o    Stock
Awards


o    Other
benefits available to all employees


o    Items
specific to our President and Chief Executive Officer per an employment
agreement





Base
Salary: At present we do not have a salary structure for employees and
Executives, and amounts are based on skill set, knowledge and
responsibilities.  Base salaries may be established as necessary.
During the year ended December 31, 2009 none of our Named Executive Officers
received a salary increase.












Stock
Awards:  A portion of compensation paid to our executives will be
equity based.  We believe equity compensation helps align the
interests of our executives with the interests of our shareholders. In that
regard, our executives' compensation is subject to downside risk in the event
that our common stock price decreases. In addition, we believe stock awards
provide incentives to aid in the retention of key executives. No stock
compensation awards were granted during the year ending December 31,
2009.





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




ITEM
12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT




The
following table sets forth information concerning the beneficial ownership of
our outstanding common and preferred stock as of March 31, 2010 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
4,973,054 shares of common stock and 1,417,118 shares of preferred stock
outstanding as of March 31, 2010 together with applicable options for that
shareholder. Except as otherwise indicated, we believe the beneficial owners of
the common stock listed below, based on information furnished by them, have sole
voting and investment power over the number of shares listed opposite their
names.







Name and Address of Beneficial
      Owner
                
                
                Officers
      and Directors
              
              Number
      of Common Shares of
                Beneficial
      Owner
              
              
              Percentage
      of Common Shares
                Owned
              
              
              Number
      of Preferred Shares of
                Beneficial
      Owner
              
              
              Percentage
      of Preferred Shares
                Owned
              
              
              NoteDouglas
      N. Mac Donald
                St.
      Albert, Alberta, Canada
                (Personal
      Shares Held
              
              
              1,787,502
              
              
              
              
              
              
              327,580
              
              
              
              
              
              
              (1
              )(Personal
      Options Held
              
              
              289,525Total
              
              
              2,077,027
              
              
              
              25.70
              %
              
              
              327,580
              
              
              
              23.12
              %Robert
      L. Robins
                Calgary,
      Alberta, Canada
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2
              )(Personal
      Shares Held)
              
              
              25,025
              
              
              
              
              
              
              
              36,025(Personal
      Options Held)
              
              
              610,000(Robins
      Nest Holdings)
              
              
              
              
              
              
              
              
              
              
              38Total
              
              
              635,025
              
              
              
              7.86
              %
              
              
              36,063
              
              
              
              2.54
              %Dr.
      Roy L. Queen
                Kamloops,
      B.C., Canada
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3
              )(Personal
      Shares Held)
              
              
              
              
              
              
              
              
              
              
              121,119(Personal
      Options Held)
              
              
              265,000(Drin
      Holdings Ltd.)
              
              
              10,030(Transural
      Trade)
              
              
              
              
              
              
              
              
              
              
              11,496Total
              
              
              275,030
              
              
              
              3.40
              %
              
              
              132,615
              
              
              
              9.36
              %Bernd
      Reuscher
                Edmonton,
      Alberta, Canada
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (4
              )(Personal
      Shares Held)
              
              
              
              
              
              
              
              
              
              
              49,582(Personal
      Options Held)
              
              
              265,000(989939
      Alberta Ltd.)
              
              
              
              
              
              
              
              
              
              
              65,862(MBR
      Venture Corp.)
              
              
              
              
              
              
              
              
              
              
              141,250Total
              
              
              265,000
              
              
              
              3.28
              %
              
              
              256,694
              
              
              
              18.11
              %Kim
      Law
                Calgary,
      Alberta, Canada
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (5
              )(Personal
      Shares Held)
              
              
              50
              
              
              
              
              
              
              
              15,000(Personal
      Options Held)
              
              
              725,000Total
              
              
              725,050
              
              
              
              11.76
              %
              
              
              15,000
              
              
              
              1.06
              %Sonja
      Dreyer
                Calgary,
      Alberta, Canada
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (6
              )(Personal
      Shares Held)
              
              
              242,376(Personal
      Options Held)
              
              
              720,000(1035760
      Alberta Ltd,)
              
              
              
              
              
              
              
              
              
              
              27,811Total
              
              
              962,376
              
              
              
              11.91
              %
              
              
              27,811
              
              
              
              1.96
              %Jack
      (John) Thomson
                Kingston,
      Ontario
                Canada
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7
              )(Personal
      Shares Held)
              
              
              10,024
              
              
              
              
              
              
              
              18,750(Personal
      Options Held)
              
              
              265,000Total
              
              
              275,024
              
              
              
              3.40
              %
              
              
              18,750
              
              
              
              1.32
              %Total
      shares owned by Officers and Directors
              
              
              5,214,532
              
              
              
              67.31
              %
              
              
              814,513
              
              
              
              57.47
              %









(1)      Doug Mac
Donald   2,404,607 Shares


36,200
preferred shares are held in the name of Douglas  Mac Donald; 55,000
preferred shares are held in the name of  Mr. Mac Donald’s’ wife
Patricia Mac Donald; 60,002 preferred shares are held in the name of Mac Donald
Venture Corp. 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; 1,250,000
common shares are held in the name of Douglas Mac Donald, 537,502 common shares
are held in the name of 723352 Alberta Ltd. of which Mr. Mac Donald is the sole
officer and Director, 35,838 preferred shares are held in the name of 723352
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 end date to be
determined by the Board of Directors and 265,000 of these shares are held in the
form of stock options  giving 797320 Alberta Ltd. the right to
purchase up to  265,000 shares for $0.07 per share until January 26,
2015, of which Mr. Mac Donald is the sole officer and Director, Doug 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 and
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)      Bob
Robins   671,088 Shares


38
preferred shares are held in the name of Robins Nest Holdings Inc.; 36,025
preferred shares are held in the name of Bob 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 end date to be determined by the Board
of Directors and 600,000 of these shares are held in the form of stock options
giving Mr. Robins the right to purchase up to 600,000 shares for $0.07 per share
until January 26, 2015.





(3)      Dr. Roy
Queen   407,645 Shares


121,119
preferred shares are held in the name of Dr. Queen; 10,030 common shares are
held in the name of Drin Holdings Ltd., which is solely owned by Dr. Queen and
11,496 preferred shares are held in the name of Transural Inc., which is solely
owned by Dr. Queen and 265,000 of these shares are held in the form of stock
options giving Dr. Queen the right to purchase up to 265,000 shares for $0.07
per share until January 26, 2015.





(4)      Bernd
Reuscher  521,694 Shares


49,582
preferred shares are held in the name of Bernd Reuscher;
141,250  preferred 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 preferred share position of 65,862 shares.
*(50% is owned by Bernd Reuscher and 50% is owned by Doug Mac Donald) and
265,000 of these shares are held in the form of stock options giving Mr.
Reuscher the right to purchase up to 265,000 shares for $0.07 per share until
January 26, 2015.





(5)      Kim
Law   740,050 Shares


50 common
shares and 15,000 preferred shares are held in the name of Kim Law, and 725,000
of these shares are held in the form of stock options giving Mr. Law the right
to purchase up to 725,000 shares for $0.07 per share until January 26,
2015.












(6)      Sonja
Dreyer 990,187 Shares


242,376
common shares are held in the name of Sonja Dreyer, 27,501 preferred shares are
in 1035760 Alberta Ltd, a numbered Company wholly owned by Ms Dreyer, 310
Preferred shares are held in the name of Sonja Dreyer and 720,000 of these
shares are held in the form of stock options giving Ms. Dreyer the right to
purchase up to 720,000 shares for $0.07 per share until January 26,
2015.




(7)      Jack (John)
Thomson    293,774 Shares


7,500
preferred shares are held in the name of Jack John Thomson and 11,250 Preferred
shares are held in the name of John AP Thomson 10,024 common shares are held in
the name of Jack Thomson and 265,000 of these shares are held in the form of
stock options giving Mr. Thomson the right to purchase up to 265,000 shares for
$0.07 per share until January 26, 2015.




ITEM
13.    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS




None.




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 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
$25,770 for the fiscal year ended 2008 and $40,000 for the fiscal year ended
2009.
  Audit-Related
Fees
  There
were no fees for other audit related services for the fiscal years ended 2008
and 2009.
  Tax
Fees
  There
were no fees for tax compliance, tax advice, and tax planning for the fiscal
years ended 2008 and 2009.
  All
Other Fees
  There
were no other aggregate fees billed in either of the last two fiscal years for
products and services provided by Cordovano and Honeck LLP other than the
services reported above.









PART IV
   ITEM
15.    EXHIBITS, FINANCIAL
STATEMENT SCHEDULES
    
 
 
  Exhibit
      Number
              Description
              Reference
  3.1(i)
              Articles
      of Incorporation filed and all amendments thereto filed with the Secretary
      of the State of Colorado
              *
  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.

















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.






E-DEBIT
GLOBAL CORPORATION




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 14, 2010






By:
  /s/ Kim
Law


Name:
  Kim Law Title:   Principal Financial and Accounting
Officer


Date:
  April 14, 2010




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 14, 2010






By:
  /s/ Robert
L. Robins


Name:  
Robert L. Robins


Title:
  Board of Directors


Date:  
April 14, 2010






By:  
/s/ Bernd
Reuscher


Name:  
Bernd Reuscher


Title:  
Board of Directors


Date:
  April 14, 2010






By:  
/s/ Roy L.
Queen


Name:
  Roy L. Queen


Title:  
Board of Directors


Date:  
April 14, 2010






By:
  /s/ Kim
Law


Name:
  Kim Law


Title:  
Board of Directors


Date:
  April 14, 2010






By:  
/s/ John (Jack)
Thomson


Name:  
Jack Thomson


Title:  
Board of Directors


Date:
  April 14, 2010