(1) Includes 132,545 shares which could be acquired by 3 Ocean Investment during the next 90 days through conversion of convertible debentures.
(2) Includes 479,685 shares which could be acquired by Great Assets Company during the next 90 days through conversion of convertible debentures.
(3) Includes 305,685 shares which could be acquired by Fireworks Group during the next 90 days through conversion of convertible debentures.

(b) The following sets forth information with respect to the Registrant's Common Stock beneficially owned by each Officer and Director, and by all Directors and Officers as a group.

FN Includes 258,808 shares underlying warrants exercisable at $1.00 per share.

Douglas N. MacDonald - Douglas N. MacDonald is presently the Chief Executive Officer, President and a Director and one of the original founders of Vencash Capital Corporation. Mr. MacDonald served twenty-five years service with the R.C.M.P. acting as the RCMP's National Gaming Specialist in Western Canada prior to retiring in March 1995. Mr. MacDonald sits as President and Director of Vencash Capital Corporation.

Mr. Robert L. Robins - Vice President & Director Westsphere Asset Corp, General Manager Vencash Capital Corp. Mr. Robins is a retired member of the Calgary City Police Service, retiring in 1991 after serving in the Homicide and Criminal Intelligence Units. Mr. Robins has a total 38 years of experience in all levels of government, including Federal, Provincial and Municipal. As a result of his successful career, the company respects Mr. Robin's counsel in many aspects of Westsphere's day-to-day operations. Mr. Robins also sits as a Secretary, Treasurer, Director of Vencash Capital Corporation.

Mr. Wyatt G. McNabb, B.A. - Director

Mr. McNabb has an extensive background in management and brings his experience of managing in excess of two hundred and fifty employees and operating and controlling a multi-million dollar corporation which requires the strictest of regulatory financial controls and procedures. Mr. McNabb has extensive private sector experience having served as the Executive Director and Games Manager of the Palace Casino, located in Edmonton, Alberta and Government regulatory experience as Manager of Casino Gaming Operations for the Alberta Gaming and Liquor Commission. Mr. McNabb is presently a partner in Casino Gaming Corporation located in Edmonton, Alberta.

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

Mr. Queen attended public high school in Northern Saskatchewan, graduating as Valedictorian and head of the graduation class in 1961. Dr. Queen attended the University of Saskatchewan and graduated with a Bachelor of Arts (B.A.) with a double major in Biology and Chemistry. He later attended the University of Manitoba and graduated with a Doctor of Medical Dentistry (D.M.D.). After practicing in General Dentistry in Winnipeg, Manitoba he attended the University of Manitoba receiving a master's degree in Biological Science (M.S.C.) with a thesis research paper on Congenital Deformities (Trisomy 21). Dr. Queen taught at the University of Manitoba in the department of orthodontics for one year and relocated to Kamloops, B.C. and established a practice in Clinical orthodontics and become a fellow of the Royal College of Dentistry M.R.C.D.

Dr. Queen over a period of three to five years, developed computer software to aid in the diagnosis of x-rays presently being marketed throughout Canada in the dentistry industry. He has lectured in both Canada and the United States in excess of 100 occasions, and has conducted seminars in Poland, Russia, Yugoslavia and Switzerland. Dr. Queen is a principal in the construction of a 24,000 square foot medical-dental building, a 23,000 square foot shopping mall and office complexes and luxury condominiums in White Rock, BC. Dr. Queen has been and officer and director on several publicly traded companies and his experience and counsel enhances the management of Westsphere Asset Corporation, Inc. and its subsidiaries. Dr. Queen is a Director of Vencash.

Directors and Officers of Vencash Capital Corporation are as follows:

Directors and Officers of Westsphere Financial Group Ltd. are as follows:

Directors and Officers of VC/POS/ATM Services Inc. are as follows:

The term of office for each director is one (1) year, or until his/her successor is elected at the Registrant's annual meeting and qualified. The term of office for each officer of the Registrant is at the pleasure of the board of directors.

Mr. Kim Law- Vice President of Finance.

Mr. Law has several years experience in financial analysis and financial strategy. Mr. Law has held senior corporate responsibilities for multimillion-dollar companies and is a very integral part of the management team responsible for all ongoing financial activities of Westsphere and its subsidiary companies. Mr. Law worked as the Vice President of Finance for Kan-Can Resorts Ltd. from 1990-2000. Mr. Law received a business administration in accounting major from SAIT in 1987 and is on the fifth level of his CGA.

Mr. Doug Nesbitt B.A., M.B.A.- Human Resources Specialist and Operations Analyst

Mr. Nesbitt had a successful twenty-year career with the Government of Canada, Employment and Immigration in senior operational positions. After his career Mr. Nesbitt founded Bradley & Nesbitt Resources Ltd. a management consulting firm specializing in operational and management audits and reviews, corporate business process re-engineering and human resources support. Mr. Nesbitt's experience and counsel rounds out the management team of Westsphere Asset Corp.

Gayna Savoury, Controller - Vencash Capital Corporation

Ms. Savoury has been the Registrant's Controller since June 1999. Before that, she served as Financial Administrator for the Registrant. Ms. Savoury graduated from SAIT with Accounting and Management Diplomas in 1996 and 1998. Ms. Savoury earned a BaccS degree from the University of Calgary and has earned the professional level of the certified general accounting program of studies.

ITEM 6. EXECUTIVE COMPENSATION

Compensation paid by the Registrant for all services provided during the fiscal year ended December 31, 1999, (1) to each of the Registrant's five most highly compensated executive officers whose cash compensation exceeded $60,000 and (2) to all officers as a group is set forth below under directors.

SUMMARY COMPENSATION TABLE OF EXECUTIVES

Annual Compensation

*Mr. MacDonald receives his salary through his corporation, MacDonald and Associates.
**There remained an unpaid balance due to Douglas M. MacDonald as of December 1998 of $1,027 and an unpaid balance of $489 as of December 1999, which has been paid as of the date of this filing.
***There remained an unpaid balance due to Mr. Robins of $960 as of December 31, 1998 and an unpaid balance of $1,542 as of December 31, 1999 which has been paid as of the date of this filing.

Robert L. Robins receives $26,880 per annum payable monthly for promotion and business development services pursuant to a contract dated January 1, 2000 and ending on June 30, 2000. The contract allows for a automatic renewal every six months subject only to any defaults by Mr. Robins of the terms of the contract. The contract provides for notice by either party to be delivered 30 days prior to the last day of the then current term. The contract also provides for a six month severance package.

MacDonald & Associates Gaming Specialists Inc. and/or Douglas N. MacDonald receives $34,560 per annum payable monthly for administrative, business development and promotion services pursuant to a contract dated January 1, 2000 and ending on June 30, 2000. The contract allows for a automatic renewal every six months subject only to any defaults by MacDonald of the terms of the contract. The contract provides for notice by either party to be delivered 30 days prior to the last day of the then current term. The contract also provides for a six month severance package.

Sonia Goeseels receives $17,920 per annum payable monthly for services pursuant to a contract dated July 1, 2000 and ending on December 30, 2000. The contract allows for a automatic renewal every six months subject only to any defaults by Ms. Goeseels of the terms of the contract. The contract provides for notice by either party to be delivered 30 days prior to the last day of the then current term. The contract also provides for a six month severance package.

Stef Lucas receives $15,360 per annum payable monthly for services pursuant to a contract dated July 1, 2000 and ending on December 30, 2000. The contract allows for a automatic renewal every six months subject only to any defaults by law of the terms of the contract. The contract provides for notice by either party to be delivered 30 days prior to the last day of the then current term. The contract also provides for a six month severance package.

The Registrant did not pay any compensation services provided as directors during the fiscal year ended December 31, 1999. Commencing in March 2000, the Registrant started paying its directors $167 per each board of directors meeting attended.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On July 21, 1998, MacDonald Venture Corporation, a private Canadian corporation of which Mr. MacDonald is a director and officer, and of which Mr. MacDonald is a greater that 5% shareholder, acquired 1,000 common shares of the Registrant.

Effective December 12, 1998, MacDonald Venture Corporation, a private Canadian corporation of which Mr. MacDonald is a director and officer, and of which Mr. MacDonald is a greater than 5% shareholder, acquired 1,899,273 common shares of the Registrant, pursuant to a share exchange agreement. The Registrant exchanged 1,899,273 common shares of the Registrant for 15.83% of the total issued and outstanding shares of Vencash.

Effective December 12, 1998, Joseph Bowser, a then director and officer of Vencash Capital Corporation and of the Registrant, acquired 2,297,273 common shares of the Registrant pursuant to a share exchange agreement. The Registrant exchanged 2,297,273 common shares of the Registrant for 15 common shares of Vencash Capital Corporation or 15.83% of the total issued and outstanding shares of Vencash.

Effective December 17, 1999, Joseph Bower acquired 90,000 shares of the Registrant pursuant to a share exchange agreement. The Registrant exchanged 90,000 common shares of the Registrant for 3 common shares of Vencash Capital Corporation or 3% the total issued and outstanding shares of Vencash.

Effective December 12, 1998, Robert L. Robins, acquired 205,454 Common Shares of the Registrant, pursuant to a share exchange agreement. The Registrant exchanged 205,454 common shares of the Registrant for 1.34% of the total issued and outstanding shares of Vencash.

On April 1, 1999, the Registrant commenced a private placement of its common stock under Rule 504 of Regulation D at $0.32 per Unit. Each Unit consisted of one (1) share of common stock and one (1) warrant exercisable until April 19, 2000. The Registrant completed this offering on April 1, 2000, with proceeds of $172,155 for 512,036 units. No commissions fees, underwriting fees, discounts or other selling expenses were paid. On April 1, 1999, Dr. L. Roy Queen acquired 250,808 of such Units. On April 1, 1999, 793545 Alberta Ltd., a private Canadian corporation of which Mr. Robins is a director and officer, and of which Mr. Robins is a greater than 5% shareholder, acquired 37,628 Units of the Registrant pursuant to rule 504 of Regulation D. The Units were acquired at $0. 32 per Unit each Unit consisting of one common share and one share purchase warrant entitling the holder to acquire one additional common share.

Effective December 17, 1999, Dr. L. Roy Queen acquired 660,000 common shares of the Registrant pursuant to a share exchange agreement. The Registrant exchanged 660,000 common shares of the Registrant for twenty-two common shares of Vencash Capital Corporation or 22% of the total issued and outstanding shares of Vencash.

Effective December 17, 1999, 793545 Alberta Ltd., a private Canadian corporation of which Mr. Robins is a director and officer, and of which Mr. Robins is a greater than 5% shareholder, acquired 90,000 Common Shares of the Registrant pursuant to a share exchange agreement . The Registrant exchanged 90,000 common shares of the Registrant for 3 common shares of Vencash Capital Corporation or 3% of the total issued and outstanding shares of Vencash.

Kim Law receives $38,400 per annum payable monthly for administrative services pursuant to a contract dated July 1, 2000 and ending on December 30, 2000. The contract allows for a automatic renewal every six months subject only to any defaults by Law of the terms of the contract. The contract provides for notice by either party to be delivered 30 days prior to the last day of the then current term. The contract also provides for a six month severance package.

Robert L. Robins receives $26,880 per annum payable monthly for promotion and business development services pursuant to a contract dated January 1, 2000 and ending on June 30, 2000. The contract allows for a automatic renewal every six months subject only to any defaults by Robins of the terms of the contract. The contract provides for notice by either party to be delivered 30 days prior to the last day of the then current term. The contract also provides for a six month severance package.

MacDonald & Associates Gaming Specialists Inc. and/or Douglas N. MacDonald receives $34,560 per annum payable monthly for administrative, business development and promotion services pursuant to a contract dated January 1, 2000 and ending on June 30, 2000. The contract allows for a automatic renewal every six months subject only to any defaults by MacDonald of the terms of the contract. The contract provides for notice by either party to be delivered 30 days prior to the last day of the then current term. The contract also provides for a six month severance package.

ITEM 8. DESCRIPTION OF SECURITIES

The Registrant is presently authorized to issue fifty million (50,000,000) shares of its par value common shares in such classes as the Board may determine. As of the effective date of this Registration Statement, Twelve Million, Five Hundred Seventy Three Thousand, and Thirty Six (12,573,036) shares of common stock are issued and outstanding.

Common Shares

All shares are fully paid and non-assessable. All shares are equal to each other with respect to voting, liquidation, and dividend rights. Special shareholders' meetings may be called by the officers or directors or upon the request of holders of at least one-tenth (1/10th) of the outstanding shares. Holders of shares are entitled to one vote at any shareholders' meeting for each share they own as of the record date fixed by the board of directors. There is no quorum requirement for shareholders' meetings. Therefore, a vote of the majority of the shares represented at a meeting will govern even if this is substantially less than a majority of the shares outstanding. Holders of shares are entitled to receive such dividends as may be declared by the board of directors out of funds legally available therefore, and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a distribution to shareholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to the Registrant's Articles of Incorporation and its By-Laws as well as to the applicable statutes of the State of Colorado for a more complete description of the rights and liabilities of holders of shares. It should be noted that the By-Laws may be amended by the board of directors without notice to the shareholders. The shares of the Registrant do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting for election of directors may elect all the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent (50%) of the shares voting for election of directors may not elect all the directors if they choose to do so. In each event, the holders of the remaining shares aggregating less than fifty percent (50%) will not be able to elect directors.

(a) The Registrant's common stock is not now traded, but will commence being quoted upon effectiveness of this Registration Statement in the National Quotation Bureau or the NASD Electronic Bulletin Board under the symbol "____________".

As of September 28, 2000, the Registrant had 49 shareholders of record of its common stock.

No dividends on outstanding common stock have been paid within the last two fiscal years, and interim periods. The Registrant does not anticipate or intend upon paying dividends for the foreseeable future.

ITEM 2. LEGAL PROCEEDINGS

In June 1999, the Registrant purchased a non-dilutable 10% interest in Kan-Can Resorts Ltd. Kan-Can Resorts Ltd. owns a Province of Alberta, Canada head lease for leases at Pigeon Mountain in the Province of Alberta, Canada and sublet the right of use for these leases to Alpine Resort Haven Ltd., a time share resort company.

During November, 1999 the shareholders of Kan-Can Resorts Ltd. initiated legal action against Alpine Resorts Haven Ltd. for non-payment of lease fees. Kan-Can Resorts Ltd. was successful in its legal action and received a judgment in the amount of $500,000 ($740,000 CDN) and Alpine Resorts Haven Ltd. was given a notice to vacate by the courts.

During April 2000, Kan-Can Resorts Ltd. detailed a restructuring plan for Alpine Resort Haven Ltd. and presented it to the time share owners. During April, 2000 three individual time share owners brought an application before the courts to stay the court decisions of November, 1999 and to petition Alpine Resort Haven Ltd. into bankruptcy. The courts ruled favorably on this application and the stay was granted and Alpine Resort Haven Ltd. was petitioned into bankruptcy.

Kan-Can is not a party to the bankruptcy proceeding and has been granted a secured creditor position, which has been stayed by the bankruptcy proceeding. Kan-Can Resorts Ltd. has mounted a defense against the stay of proceedings.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

(a) None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

UNREGISTERED STOCK SALES IN THE THREE YEAR PERIOD PRIOR TO THIS REGISTRATION STATEMENT.

In December 1998, the Registrant acquired forty-one percent (41%) of the outstanding shares of Vencash Capital Corporation pursuant to a certain Share Exchange Agreement, in exchange for 9,600,000 restricted shares of its common stock. Such shares were issued at a deemed price of $105,600. In December 1999, the Registrant acquired the remaining fifty-nine percent (59%) outstanding shares of Vencash Capital Corporation in for 1,770,000 shares of its common stock. Such shares were issued at a deemed price of $35,400. Such shares were issued as a private placement under the federal securities laws.

In January 1999, the Company conducted a private placement pursuant to Rule 504 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933 ("Rule 504") of $105,600 convertible debentures, which are convertible into shares of the Company's common stock.

On January 26, 1999, the Company issued an additional $80,000 of convertible debentures and in June 1999, it issued an additional $25,600 of convertible debentures, all pursuant to Rule 504. On January 15, 2000 the Company received notices from holders of $80,000 of convertible debentures that they were electing to convert their debentures into 400,000 shares of common stock.

In April 1999, the Company conducted an offering under Rule 504 of 512,036 shares of its common stock at $0.32 per shares, with each share including a warrant to purchase an additional share at $1.00 per share at anytime until April 19,2000.

In June 1999, the Company acquired certain interests in Kan-Can Resorts Ltd. Pursuant to an Agreement for Purchase and Transfer of Shares in exchange for 290,000 shares of the Company's common stock. These shares were issued at a deemed price of $92,800.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Model Business Corporation Act of the State of Colorado ("CMBCA") provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person's conduct was unlawful.

The CMBCA provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.

The CMBCA provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

The Company's Articles of Incorporation (incorporated by reference herein) provides for indemnification of directors, officers and other persons as follows:

The Corporation shall indemnify, to the extent permitted by law, any director, officer, agent, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person as a result of actions reasonably taken by him at the direction of the Corporation. The Corporation shall further have the authority to the full extent permitted by law to indemnify its directors, officers, agents, fiduciaries and employees against any claim, liability or expense arising against or incurred by them in all other circumstances and to maintain insurance providing such indemnification.

THE COMPANY'S BY-LAWS (INCORPORATED BY REFERENCE HEREIN) PROVIDES THAT:

AUTHORITY TO INDEMNIFY. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, because he is or was a director of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another domestic or foreign corporation or other person or of an employee benefit plan (hereinafter an "Indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director while serving as a director shall be indemnified against liability.

ADVANCE OF EXPENSES TO DIRECTORS. The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) the Indemnitee furnishes to the Corporation a written affirmation of the director's good faith belief that he or she has met the standard of conduct described in Section 6.2 of the Corporation's Bylaws; (2) the Indemnitee furnishes to the Corporation a written undertaking, executed personally by or on behalf of such Indemnitee, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 6.4 of the Corporations Bylaws.

MANDATORY INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding.

INSURANCE. The Corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who, while a director, officer, employee fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent or another domestic or foreign corporation, or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary or agent whether or not the Corporation would have power to indemnify the person against the same liability under Sections 6.2, 6.3 or 6.7 of the Corporation's Bylaws. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the laws of this or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise.

INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES AND AGENTS OF THE CORPORATION. (a) An officer is entitled to mandatory indemnification under the section above titled "Mandatory Indemnification of Directors" and is entitled to apply for court-ordered indemnification under Section 6.5 of the Corporation's Bylaws, in each case to the same extent as a director; (b) the Corporation may indemnify and advance expenses to an officer, employee, fiduciary or agent of the Corporation to the same extent as to a director; and (c) the Corporation may also indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a director to a greater extent than is provided in the Bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its board of directors or shareholders or by contract.

PART F/S

FINANCIAL STATEMENTS AND EXHIBITS

The following documents are filed as a part of this report:

Financial Statements: (See Financial Exhibits Index below and Financial Exhibits furnished as Pages F-1 through F_20).

INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES

FINANCIAL STATEMENTS

AND

INDEPENDENT AUDITORS' REPORT

WESTSPHERE ASSET CORPORATION, INC.

December 31, 1999

F - 1

F - 2

Board of Directors
Westsphere Asset Corporation, Inc.

We have audited the accompanying consolidated balance sheet of Westsphere Asset Corporation, Inc as of December 31, 1999, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ended December 31, 1999 and the period July 21, 1998 (inception) through December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentations. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Westsphere Asset Corporation, Inc. as of December 31, 1999, and the results of its operations and its cash flows for the year ended December 31, 1999 and the period July 21, 1998 (inception) through December 31, 1998. in conformity with generally accepted accounting principles.

Denver, Colorado
July 22, 2000

F - 3

F - 4

* Less than ($.01) per share

F - 5

F - 6

F - 7

This summary of significant accounting policies of Westsphere Asset Corporation, Inc (Westsphere) is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

The Company was incorporated in Colorado on July 21, 1998 as Newslink Networks TDS, Inc. and changed it 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, Westsphere acquired the remaining 59% of the outstanding stock of Vencash by exchanging common stock. The Company accounted for its acquisition of Vencash on the purchase method. 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). Financial was organized to lease cash vending machines.

On June 1, 1999, Westsphere acquired its interest in Kan-Can Resorts Ltd. (Kan-Can), by exchanging 290,000 shares of its common stock for a 10% interest in Kan-Can. The Company accounts for its investment in Kan-Can on the cost method.

The preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

The consolidated financial statements include Vencash, and its wholly owned subsidiary, Financial, all significant intercompany accounts and transactions have been eliminated.

Depreciation has been provided in amounts sufficient to relate the costs of depreciable assets to operations over their estimated useful lives principally on the straight-line method over three to seven years.

For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.

F - 8

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

Non-monetary items are translated at rates of exchange in effect when the purchase was made or obligations incurred. Revenues and expenses are translated at rates in effect at the time of the transactions. Foreign exchange gains or losses are included in operations.

Earnings (loss) per share of common stock is computed based on 9,601,00 and 1,372,571 weighted average number of common shares outstanding during the periods ended December 31, 1999, and 1998 respectively. Fully diluted earnings per share are not presented because they are anti-dilutive.

Goodwill represents the excess of the cost of companies acquired over the fair value of their net assets at the date of acquisition and is being amortized on a straight-line method over fifteen years. Amortization expense charged to operations for 1999 was $ 15,550.

The receivable bears interest at 5% per annum and is due on demand. The Directors' shares in the Company secure the receivable.

During 1999, Vencash assumed the assets and ATM operations managed by a competitor in Ontario. Vencash has deferred the cost associated with taking over these operations and is amortizing the costs on a straight-line basis over the same period of the ATM machine management agreement between Vencash and the owners of the ATM machines. The cost will be fully amortized by 2004.

F - 9

Note 4 - Net investment in direct financing and sales-type leases

The Company's leasing operations consist principally of leasing cash vending machines under direct financing and sales-type leases expiring at various dates through 2002.

Following is a summary of the components of the Company's net investment in direct financing and sales-type leases at December 31, 1999.

During 1999, the Company entered into debentures agreements, which provide for all or part of the three-year debt to be converted into units of the Company upon written request by note holder during a three-year period. All or part of the principal sum owing under this debenture may be converted into units of the Company at and for a deemed price of $0.20 per unit in the first year and $0.30 per unit in the second year and $0.75 per unit in the third and final year. Each unit consists of one common share of the Company and one three-year non-transferable, detachable share purchase warrant entitling the debentureholder to acquire one additional common share in the Company at the exercise price of $0.30 per share up to twelve months from date of conversion and at an exercise price of $0.75 per share up to twenty-four months from date of conversion and at an exercise price of $1.00 per share up to thirty-six months from date of conversion.

The loans are interest free if the common stock of the Company is or will be trading on the OTC Bulletin or any other public market within one year. If the common stock is not listed for trading on the OTC Bulletin Board or any other public market, the Company shall accrued interest at the rate of 7% per annum payable on the last of day of each and every month for the remaining term of the loan on the amount of the principal sum remaining.

F - 10

In 1999 the Company sold 512,036 units at $0.32 for a total of $ 254,075. Each unit consists of one share of common stock and one warrant entitling to purchase an additional share of common stock at a price of $ 1.00 per share at any time prior to the expiry of a two year period commencing on the date of issue of the common stock.

Vencash leases office space under a non-cancelable operating lease, which expires in 2004. The lease provides for monthly lease payments of approximately $3,030. Minimum future rental payments under non-cancelable operating leases having remaining terms in excess of one year are as follows.

F - 11

FINANCIAL STATEMENTS

AND

WESTSPHERE ASSET CORPORATION, INC.

June 30, 1999

F - 12

Board of Directors
Westsphere Asset Corporation, Inc.

We have reviewed the accompanying balance sheet of Westsphere Asset Corporation, Inc. as of June 30, 2000, and the related statements of operations for the three and six month periods then ended and statement of cash flow for the six month period ended June 30, 2000 in accordance with Statements of Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Westsphere Asset Corporation, Inc.

A review of interim financial statements consists principally of inquiries of Company personnel responsible for financial matters and analytical procedures applied to financial data. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles.

Miller and McCollom, CPA's

Denver, Colorado
November 2, 2000

F - 13

F - 14

F - 15

F - 16

F - 17

In the opinion of management, the accompanying unaudited financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of Westsphere Asset Corporation, Inc. as of June 30, 2000, and the results of operations for the three months and six months ended June 30, 2000, and cash flows for the six months ended June 30, 2000. The Notes to Financial Statements, which are contained in the audited financial statements, should be read in conjunction with these financial statements.

The Company was incorporated in Colorado on July 21, 1998 as Newslink Networks TDS, Inc. and changed it 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, Westsphere acquired the remaining 59% of the outstanding stock of Vencash by exchanging common stock. The Company accounted for its acquisition of Vencash on the purchase method. 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). Financial was organized to lease cash vending machines. On May 16, 2000, VC/POS/ATM Services Inc. (Services) was incorporated as a wholly owned subsidiary of Westsphere. Services had no business activity during this period.

On June 1, 1999, Westsphere acquired its interest in Kan-Can Resorts Ltd. (Kan-Can), by exchanging 290,000 shares of its common stock for a 10% interest in Kan-Can. The Company accounts for its investment in Kan-Can on the cost method.

The preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

The consolidated financial statements include Vencash, and its wholly owned subsidiaries, Financial and Services, all significant intercompany accounts and transactions have been eliminated.

Depreciation has been provided in amounts sufficient to relate the costs of depreciable assets to operations over their estimated useful lives principally on the straight-line method over three to seven years.

For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents

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

Non-monetary items are translated at rates of exchange in effect when the purchase was made or obligations incurred. Revenues and expenses are translated at rates in effect at the time of the transactions. Foreign exchange gains or losses are included in operations.

Earnings (loss) per share of common stock are computed based on 12,573,036 and 12,506,369 weighted average number of common shares outstanding during the three and six-month periods ended June 30, 2000 respectively. Fully diluted earnings per share are not presented because they are anti-dilutive.

Goodwill represents the excess of the cost of companies acquired over the fair value of their net assets at the date of acquisition and is being amortized on a straight-line method over fifteen years.

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