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

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden hours per response...0.5

1. Name and Address of Reporting Person*

Law, Kim

(Last) (First) (Middle)

39 Hampstead Pointe N.W.

(Street)

Calgary, Alberta, T3A 6E9

(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

_X__Officer ____Other

(Give Title Below) (Specify Below)

CFO

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

N/A

4. Statement for Month/Year

September 30, 2002

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 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

Amount

(A) or (D)

Price

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 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

(A)

(D)

Date Exer-cisable

Expi-ration Date

Title

Amount or Number of Shares

Incentive Stock Option

$0.14

9/30/02

142,500

9/30/02

9/30/07

Common Stock

142,500

N/A

142,500

Explanation of Responses:

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/ Kim Law

**Signature of Reporting Person

October 2, 2002

Date

LAW KIM 4