FORM 5

FORM 5

Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

Form 3 Holdings Reported

Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

Goeseels Sonia Janis

(Last) (First) (Middle)

410 Strathford Bay

(Street)

Strathmore Alberta T1P 1N8

(City) (State) (Zip Code)

2. Issuer Name and Ticker or Trading Symbol

Westsphere Asset Corporation, Inc.

WSHA

6. Relationship of Reporting Person(s) to Issuer

(Check all Applicable)

___ Director ___ 10% Owner

_x__ Officer ___ Other

(Give Title Below) (Specify Below)

Vice President, Administration _____________________

3. I.R.S. Identification Number of Reporting Person, If an entity (Voluntary)

 

 

4. Statement for Month/Year

December 2001

7. Individual or Joint/Group Reporting

(Check Applicable Line)

__x_ Form Filed by One Reporting Person

___ Form Filed by More than One Reporting Person

5. If Amendment, Date of Original (Month/Year)

 

TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

3. Trans-action Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

Common Stock

750

D

* If the form is filed by more than one reporting person, see instruction 4(b)(v)

TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED

(e.g., puts calls warrants options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Con-version or Exercise Price of Derivative Security

3. Transaction Date Month/Day /Year

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10. Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-tion Date

Title

Amount or Number of Shares

Explanation of Responses:

 

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

 

 

 

 

/s/ Sonia Janis Goeseels

**Signature of Reporting Person

 

 

 

 

February 15, 2002

Date