U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number 0-32051

WESTSPHERE ASSET CORPORATION, INC.
(Exact name of small business issuer
as specified in its charter)

1528-9^th Ave S.E.

Calgary, Alberta Canada T2G 0T7

Telephone (403) 290-0264
(Issuer's telephone number)

NOT APPLICABLE
(Former name, former address and former
fiscal year, if changed since last report)

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

28,473,140 shares of Common Stock, no par value, as of October 31, 2002.

Transitional Small Business Disclosure Format
(check one): Yes No X

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Amounts shown for December 31, 2001 are derived from the Company's audited financial statements for that period.

The 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. On December 12, 1998, Westsphere acquired 41% of Vencash Capital Corporation (Vencash) and then on December 17, 1999, Westphere acquired the remaining 59% of the outstanding stock of Vencash by exchanging common stock. The Company accounted for its acquisition of Vencash as a reverse acquisition since certain shareholders were shareholders of both corporations. Vencash is in the business of selling and installing cash vending machines throughout Canada. On May 18, 1999, Westsphere formed a wholly owned subsidiary, Westsphere Financial Group Ltd. (Financial), which was organized to lease cash vending machines. On May 16, 2000, Vencash ATM/POS Services Inc., (formerly VC/POS/ATM Services Inc.) (Services) and Westsphere Systems Inc. (formerly 880487 Alberta Ltd.) (Systems) were incorporated as wholly owned subsidiaries of Westsphere. Services and Systems had no business activity during this period. On September 23, 1998, Vencash Capital Corporation incorporated Vencash Financial Corporation as a subsidiary, and had no business activity as of September 30, 2002.

On June 1, 1999, Westsphere acquired an interest in Kan-Can Resorts Ltd. (Kan-Can) by exchanging 290,000 shares of its common stock for a 10% interest in Kan-Can. During 2001 the Company acquired additional stock in Kan-Can and owned 99% of the stock at December 31, 2001.

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During 2002, the Company acquired 36% of Trac POS Processing, Inc, and accounts for its investment under the equity method.

The consolidated financial statements include the Company and its majority and wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated.

During the three months ended March 31, 2002, the Company issued an additional 142,810 shares of its common stock for settlement of legal fees, consulting, and an employment contract.

During the three months ended June 30, 2002, the Company issued 78,333 shares of common stock valued at $3,133 in settlement of consulting contracts, and 857,152 shares valued at $34,287, and options valued at $31,971, to acquire shares of Trac POS processing, Inc.

During the three months ended September 30, 2002, the Company issued 6,269,628 shares of common stock valued at $188,089 for repayment of debt.

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At present, Westsphere Asset Corporation, Inc. ("Westsphere" or the "Company") earns its income through its wholly owned subsidiaries, Vencash Capital Corporation, Westsphere Financial Group Ltd. and Westsphere Systems Inc. Management is of the opinion that Vencash Capital Corporation will generate sufficient revenue from its operations to meet the operating expenses of Vencash Capital and Westsphere itself. However, such revenues will not be sufficient to fund the operating needs of its other subsidiaries, Westsphere Financial Group Ltd. and Westsphere Systems Inc. The Company has sufficient cash flow to cover its operations for the next four months. Capital from equity issues or borrowings of $80,000 will be required to fund the operations of Westsphere Financial Group to cover the last eight months of the next twelve month period. Thereafter, the Company believes that Vencash Capital will generate sufficient funds to cover the overall operations. All dollar references in this section and in our financial statements are in U.S. dollars.

As of September 30, 2002, Westsphere had limited cash resources. Westsphere needs to raise additional funds to meet its cash requirements for the next twelve months. Westsphere intends to raise such funds from the sale of equity securities, borrowings, government grants and partnering with industry in the development of its technologies. Westsphere has been raising funds on an as needed basis from related parties and existing shareholders. These funds are presently booked as convertible debentures with no interest for the first year and an option to convert into equity.

During the quarter ended September 30, 2002. Westsphere advanced funds of $22,301 to its wholly owned subsidiary, Vencash Capital Corporation, to pay expenses on behalf of Vencash Capital. Westsphere advanced funds of $21,923 to its majority interest in KanCan Resorts Ltd., to fund short-fall operating expenses. Westsphere advanced funds of $118 to its majority interest in E-Debit International Inc., to fund short-fall operating expenses. Westsphere advanced funds of $47,513 to its related company TRAC POS Processing Inc. During such quarter, the Company also received repayment of $67,824 from its wholly owned subsidiary, Westsphere Financial Group Ltd., and received repayment of $24,797 from its wholly owned subsidiary, Westsphere Systems Inc., and the Company also received repayment of $1,051 from its related company Camrose Convention Inn Inc.

Westsphere does not expect to conduct any research and development during the next twelve months, nor does it expect that its subsidiaries will conduct any research and development during such period of time. Westsphere and its subsidiaries do not expect to sell any equipment during the next twelve months. Vencash Capital will continue to build up its capital assets by purchasing and placing more ATMs in the market. Westsphere and its subsidiaries do not expect to have a significant change in the number of employees during the next twelve months.

On a short term basis, Westsphere's subsidiary, Vencash Capital Corporation, is expected to generate sufficient revenues to meet the overhead needs of Vencash Capital Corporation and Westsphere. In order to meet its growth plan, Westsphere will continue to be dependent on equity funds raised, joint venture arrangements and/or loan proceeds for the last eight months of the next twelve month period.

As mentioned above, Westsphere believes that its subsidiary, Vencash Capital, generates sufficient ongoing revenue to ensure that Westsphere is a going concern. It is anticipated that operations will have substantial increases in net cash flow at the fiscal year ended December 31, 2002. Westsphere will remain reliant on the successful development and marketing of the products related to its business for possibility of future income.

The primary capital resources of Westsphere are the operations of its wholly owned subsidiary, Vencash Capital. The secondary capital resource will be the sale of shares of Westsphere common stock, which may be illiquid because of resale restrictions and/or as a result of its inability to sustain the growth of its market and the risk of takeover by competitors.

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Westsphere may thus have to locate debt financing, joint ventures or merger/acquisition candidates to meet its operations expenses and will be required to raise funds by loans, joint ventures or equity financing in order to meet these commitments.

As of September 30, 2002, the Company debt settled accounts payable totaling $23,870 by issuing 795,655 shares to 3 Ocean Investment Inc., at $0.03 per share. The Company debt settled loans payable totaling $70,143 by issuing 2,338,095 shares to 5 Crown Investment Corporation, at $0.03 per share. The Company also debt settled convertible debentures totalling $94,076 by issuing 577,208 shares to 3 Ocean Investment Inc. at $0.03 per share, and 5 Crown Investment Corporation 2,558,670 shares at $0.03 per share.

The Corporation has agreed to sell all of the issued and outstanding shares of its subsidiary, Westsphere Systems Inc., to E-One Corp., a Nevada corporation, in exchange for 19% of the total issued and outstanding shares of E-One Corp. E-One Corp. is a fully integrated Internet service provider. E-One Corp. has also agreed to acquire the shares of Darcon Technology Ltd. in exchange for 33% of the total shares of E-One Corp. Darcon Technology Ltd. is an Alberta based Company formed in 1996. Its core business is Computer hardware supply, manufacturing and after sales service. Major customers include Lafarge Canada, City of Quesnel & Environment Canada. Upon closing of the transactions simultaneously with the Corporation and Darcon, E-One Corp. will have the ability to provide such broadband requirements for all related corporate needs at a significant reduced cost. E-One Corp. also intends to become a U.S. public reporting company and have its shares of common stock traded on the OTC/Bulletin Board quotation system within the next six (6) months. As of the date of the filing of this report, the Company has not entered into the definitive agreement for the sale of Westsphere Systems Inc. However, it expects that the agreement will be signed and effective prior to the end of the current fiscal year.

The Corporation believes that it will obtain more value for Westsphere Systems by exchanging its shares for shares of E-One Corp. due to the fact that E-One Corp. will have three (3) potential profit centers which will create value for the company.

The Company will save $3,800 per month in operation costs after the sale of its wholly owned subsidiary, Westpshere Systems Inc. to E-One Corp.

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 SEC's 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.

Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

Prior to the filing date of this quarterly report, the Company had not adopted a complete set of written policies, controls and procedures. The Company is now developing such written document and expects that in the process of such undertaking it will discover internal control policies and practices that the Company should implement and follow that are not part of its current practice.

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None.

ITEM 2. CHANGES IN SECURITIES

None.

None.

None.

None.

1. Exhibits - See Exhibit Index below.
2. Reports on Form 8-K - On September 26, 2002, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K dated September 18, 2002, to disclose under Item 5 the issuance of 4,671,765 shares of its common stock to 5 Crowns Investment Corporation under a Form S-8 Registration Statement. The issuance increased 5 Crowns total holdings in the Company to 6,029,571, which represents 21.2% of the Company's total issued and outstanding shares, and makes 5 Crowns the Company's largest shareholder.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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.

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In connection with the Quarterly Report of Westsphere Asset Corporation, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Douglas MacDonald, President/CEO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section.906 of the Sarbanes-Oxley Act of 2002, that: