FORM 12b-25
NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-3051
CUSIP NUMBER: 961532 10 8

(Check One): __ Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR

For Period Ended: March 31, 2002

[ ] Transition Report on Form 10-K

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q

[ ] Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant: WESTSPHERE ASSET CORPORATION, INC.

Former Name if Applicable:

Address of Principal Executive Office (Street and Number): 1528-9^TH AVENUE SE

City, State and Zip Code: CALGARY, ALBERTA T2G 0T7

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate) X

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report
on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

The Form 10-QSB for the period ended March 31, 2002, will not be submitted by the deadline due to a situation where the workload
exceeds available personnel. Certain events and activities during and subsequent to the end of the reporting period required the
reallocation of time normally used for the preparation of the report. The Registrant was unable to complete analysis of all financial
and non-financial information needed to be included in the report. As a result, the Registrant's independent auditors will also not be able to
complete their review of the financial statements prior to May 15, 2002. 

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

DOUGLAS MACDONALD
(Name)

403
(Area Code)

290-0264
(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). X Yes No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 

WESTSPHERE ASSET CORPORATION, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2002

By: /s/ Robert L. Robins
Name and Title: ROBERT L. ROBINS, Secretary/Treasurer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall
be filed with the form.

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act
of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of
securities of the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T (232.201 or 232.202 of this chapter) or apply for an adjustment in filing date pursuant to rule 13(b) of Regulation
S-T (232.13(b) of this chapter.