EFFECTIVE AUGUST 23, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported) ~~April 26, 2002~~

~~VECTORIA~~August 30, ~~INC. (Exact name of registrant as specified in its charter)~~2004

Colorado (State or other jurisdiction of incorporation) 0- 25715 (Commission File Number) 880402908 (IRS Employer Identification Number No.)

14 Place du Commerce, Ste. 350, Le Des Soeurs, Verdun, Canada H3E LT5

Registrant's telephone number, including area code (514) 448-6000 ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ (Former name or former address, if changed since last report)

ITEM 1.

Not Applicable

ITEM 2.

Not Applicable

ITEM 3.

Not Applicable

ITEM 4.

Not Applicable

ITEM 5.

Vectoria, Inc.'s Form 10-KSB for the fiscal year ended December 31, 2001, has not been submitted by the deadline due to a situation where the workload exceeded available personnel. Vectoria (OTC/BB: VTOR) was unable to complete the analysis of all financial and non-financial information needed to be included in the report. As a result, Vectoria's independent auditors were not able to complete the audit of the annual financial statements prior to April 1, 2002.

During the fiscal year ended December 31, 2001, the Company effectively acquired Vectoria, Inc., a Delaware corporation, that had Canadian business operations in the fields of sales of computer and network equipment, consumer financing, Internet services (ISP) and development of an IP telephone network.

Prior to that, the Company had only a few mining assets with limited operations. After the acquisition, the Company has discontinued its mining operations.

In order to focus all of its efforts on its Voice over IP project and related activities, Vectoria has discontinued of its sale of computer and network equipment as well as of its consumer financing operations, with an effective date prior to the year ended December 31, 2001.

As a result, the consolidated financial statements of the Company will now include the results of Vectoria, Inc. and its subsidiaries.

The above transactions will have an impact on the Company's earnings statements for 2001, compared to its statements from the previous fiscal year.

It is the intention of the Company to comply with applicable regulations and to have its 10-KSB filed with the Securities and Exchange Commission no later than April 30th, 2002.

DISCLAIMER

Forward-Looking Statements: This report contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, are forward looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and Westsphere Asset Corporation Inc. does not undertake an obligation to update forward-looking statements should conditions or management's estimates or opinions change.

ITEM 6.

Not Applicable

ITEM 7.

Not Applicable

ITEM 8.

Not Applicable

ITEM 9.

Not Applicable

SIGNATURES

Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: April 26, 2002

VECTORIA, INC.

~~By:/s/~~(Exact ~~SERGE~~name ~~DOYON Name:~~of ~~Serge~~registrant ~~Doyon Title:~~as ~~President~~specified in its charter)

Colorado

0- 25715

880402908

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification Number No.)

14 Place du Commerce, Ste. 350, Le Des Soeurs, Verdun, Canada

H3E LT5

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code (514) 448-6000

______________________________________________________________________________

(Former name or former address, if changed since last report)

Section 1 – Registrant's Business and Operations

Item 1.01 – Entry into a Material Definitive Agreement

On September 2, 2004, Vectoria, Inc. ("Vectoria") entered into a Share Exchange Agreement with the shareholders of Satelinx Tracking Systems Inc. ("Satelinx"), whereby Vectoria agreed to issue 22,000,000 shares of its common stock in exchange for all of the issued and outstanding shares of common stock of Satelinx.

Satelinx is a provider of tracking systems and integrated asset location services with its headquarters located in Montreal, Quebec, Canada. Satelinx has converged wireless communications (GSM) and the Internet with global positioning (GPS/GPRS) technology enabling end-to-end mobile asset and vehicle location and monitoring solutions combining real-time GPS positioning and wireless communications systems delivering precise, time-critical mobile asset status and history information for increased security, greater loss control and telematics services.

The transaction is scheduled to close on or before October 15, 2004, subject to approval by Vectoria's shareholders owning a majority of Vectoria's common stock. Under the terms of the Share Exchange Agreement, Vectoria is required to have no more than 8,000,000 shares of its common stock immediately prior to the closing. Therefore, Vectoria will be seeking shareholder approval of a 10:1 reverse stock split as well as approval of the Share Exchange Agreement.

Section 5 – Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

On August 31, 2004, Vectoria entered into five (5) debt settlement agreements whereby it will issue a total of 4,620,900 shares of its Class A common stock as repayment of $46,209 of debt owed by Vectoria. The shares to be issued will be restricted and will represent approximately 42% of Vectoria's total issued and outstanding shares after issuance.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 31, 2004, Jean Francois Amyot was appointed to the Board of Directors of Vectoria Inc. Mr Amyot is senior general partner at Finkelstein Capital, a mergers and acquisition consulting firm specializing in the smallcap securities market. Prior to becoming a senior partner of Finkelstein Capital, Mr. Amyot served as Chairman, President and Chief Executive Officer of publicly traded China Xin Network Media Corporation. During such time, Mr. Amyot was responsible for the establishment of several joint ventures with the State Development Corporation (Industry Canada Equivalent). Prior to his position with China Xin Network Media Corporation, Mr. Amyot founded Options Management Services, a consulting firm specializing in international business development strategies and implementation of tactical sales force to the financial information industry. Mr. Amyot served as President of Options Management Services for seven (7) years and throughout those seven (7) years, the company supplied services to information providers such as Reuters, Standard & Poors, Market Communication Group, Starfish Systems and the MarketNet Group.

SIGNATURES

Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE:

September 10, 2004

VECTORIA, INC.

By: /s/ J.F. Amyot

Name: J.F. Amyot

Title: Director

Filing Compare · SATELINX INTERNATIONAL INC.