FORM 4

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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*

REUSCHER MICHAEL BERND
(Last) (First) (Middle)

175 QUESNELL CRESCENT
(Street)

EDMONTON, ALBERTA T5R 5P1
(City) (Province) (Postal 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)

_X__Director ___10% Owner

___Officer ___Other

(Give Title Below) (Specify Below)

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

 

 

4. Statement for Month/Year 

 

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)

DECEMBER 9, 2002

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 End of Month (Instr. 3 and 4)

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

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

Code

V

Amount

(A) or (D)

Price

Common Stock

N/A

320,000

D

Common Stock

N/A *

202,000

I

These shares are in the name of MBR Venture Corporation of which Mr. Reuscher is Owner and President.

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. Conversion 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 Deriv-ative Securities Beneficially Owned at End of Month (Instr. 4)

10.Ownership Form of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

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

Code

V

(A)

(D)

Date
Exercisable

Expi-ration Date

Title

Amount or Number of Shares

Explanation of Responses:

* The original Form 4 filed by the reporting person erroneously reported the purchase of 427,000 shares of common stock. Such purchase however did not occur and this amendment is being filed to correct such report.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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/ Bernd Reuscher
**Signature of Reporting Person

 

 

 

 

January 9, 2003
Date