---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
  Washington, D.C.
20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2010

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to __________

Commission File Number 000-30095

WESCORP ENERGY INC.(Exact
name of registrant as specified in its charter)

|Delaware                       | 98-0447716         
|------------------------------ | -------------------
|State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization  | Identification No.)

Suite 400, 435  4th Avenue South West, Calgary, Alberta
T2P 3A8(Address of principal executive offices) (Zip Code)

(403) 206 - 3990Registrant's telephone number,
including area code

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]    No [ 
 ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [   ]    No [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ] |                                                   | Accelerated
      filer               [  
      ]
|----------------------------- | ------------------------------------------------- | -------------------------------------------------
|Non-accelerated filer   [   ] | (Do not check if
      a small reporting company) | Small reporting company [X]                      
|                              |                                                   |                                                  

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ 
 ]    No [X]

Number of shares outstanding of the registrant's class of common
stock as of November 10, 2010 was 105,826,434.

1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q
CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE
INTENDED TO BE FORWARD- LOOKING STATEMENTS (COLLECTIVELY, FORWARD-LOOKING
STATEMENTS). FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. A
NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN THE FORWARD- LOOKING STATEMENTS. IN ASSESSING FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q, READERS ARE URGED TO
READ CAREFULLY ALL CAUTIONARY STATEMENTS  INCLUDING THOSE CONTAINED IN OTHER
SECTIONS OF THIS QUARTERLY REPORT AND OF OUR ANNUAL REPORT ON FORM 10-KSB FOR
2009. AMONG THOSE RISKS AND UNCERTAINTIES ARE THE FOLLOWING RISKS:

- WE MAY NOT BE ABLE TO SUCCESSFULLY DELIVER FREE-TRADING SHARES TO COMPLETE
  THE PURCHASE OF THE FLOWSTAR TECHNOLOGY;
- WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY;
- OUR WATER REMEDIATION TECHNOLOGY MAY NOT RECEIVE SUFFICIENT MARKET DEMAND
  OR BE COMMERCIALLY SUCCESSFUL, OR IT MAY BE REPLACED IN THE MARKET BY A MORE
  TECHNICALLY ADVANCED PROCESS OR TECHNOLOGY;
- WE MAY NOT BE ABLE TO SATISFY THE MINIMUM PURCHASE REQUIREMENTS TO
  MAINTAIN OUR LICENSE RIGHTS TO SOME OF THE H20MAXX TECHNOLOGY.
- WE WILL NOT SUCCESSFULLY IDENTIFY OR COMPLETE ANY OTHER SUITABLE
  ACQUISITIONS;
- OUR PRIMARY CUSTOMERS ARE ENERGY-RELATED, WHICH TEND TO BE CYCLICAL AND
  THEREFORE ANY DOWNTURNS IN THIS CYCLICAL INDUSTRY COULD ADVERSELY AFFECT
  OPERATIONS;
- THE ENERGY-RELATED INDUSTRY THAT WE SERVICE IS HEAVILY REGULATED
  (INCLUDING CO2 RELATED ISSUES) AND THE COSTS ASSOCIATED WITH SUCH
  REGULATED INDUSTRIES INCREASE THE COSTS OF DOING BUSINESS;
- MANAGEMENT IS ABLE TO INTEGRATE ANY BUSINESSES ACQUIRED;
- MANAGEMENT IS ABLE TO CARRY OUT ITS BUSINESS PLAN AND TO MANAGE ITS GROWTH
  EFFECTIVELY AND EFFICIENTLY;
- MANAGEMENT WILL BE ABLE TO EFFECTIVELY DEAL WITH CURRENT AND FUTURE
  COMPETITIVE FORCES IN THE MARKET;
- THERE WILL BE ADEQUATE CAPITAL TO FUND OUR BUSINESS;
- WE MANAGE ANY FOREIGN EXCHANGE RISK ADEQUATELY;
- WE COULD FACE SIGNIFICANT LIABILITIES IN CONNECTION WITH OUR TECHNOLOGY
  AND OPERATIONS THAT, IF INCURRED BEYOND ANY INSURANCE LIMITS, COULD ADVERSELY
  AFFECT OUR BUSINESS AND FINANCIAL CONDITION;
- OUR NEED FOR ADDITIONAL CAPITAL MAY HARM OUR FINANCIAL CONDITION OR LIMIT
  OUR ABILITY TO FUND ACQUISITIONS;
- THE ELLYCRACK TECHNOLOGY MAY NOT BE TECHNICALLY EFFECTIVE OR COST
  EFFECTIVE IN THE MARKETS TARGETED BY MANAGEMENT;
- OUR WESCORP NAVIGATOR MAY NOT HAVE ADEQUATE DEMAND OR BE PROFITABLE;
- IF ACQUISITIONS ARE COMPLETED, THEY MAY BE UNSUCCESSFUL FOR TECHNICAL,
  ECONOMIC, OR OTHER REASONS; AND
- THE CURRENT U.S., CANADIAN, AND WORLD FINANCIAL MARKETS AND CREDIT
  SITUATION MAY MAKE IT DIFFICULT OR IMPOSSIBLE TO ADEQUATELY FINANCE THE
  ONGOING CAPITAL AND OPERATING REQUIREMENTS FOR THE COMPANY.

---

CURRENCIES

All amounts expressed herein are in U.S. dollars unless
otherwise indicated.

3

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Wescorp Energy Inc.

REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2010

Table of Contents

|PART I - FINANCIAL
      INFORMATION |        
|------------------------------------ | -------
|                                     |        
|                                     | Item 1.
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|                                     |        
|                                     | Item 2.
|                                     |        
|                                     | Item 4.
|                                     |        
|PART II.
      OTHER INFORMATION     | 23     
|                                     |        
|                                     | Item 2.
|                                     |        
|                                     | Item 3.
|                                     |        
|                                     | Item 5.
|                                     |        
|                                     | Item 6.
|                                     |        
|SIGNATURES                           | 27     

4

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PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

5

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WESCORP ENERGY INC.CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                                                                               |   | September 30, |   |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------- | - | - | ------------ | -
|                                                                                                                                                                                                                               |   | 2010          |   |   | 2009         |  
|                                                                                                                                                                                                                               |   | (Unaudited)   |   |   |              |  
|ASSETS                                                                                                                                                                                                                         |   |               |   |   |              |  
|CURRENT ASSETS                                                                                                                                                                                                                 |   |               |   |   |              |  
|Cash                                                                                                                                                                                                                           | $ | 22,521        |   | $ | 118,286      |  
|Accounts receivable                                                                                                                                                                                                            |   | 113,097       |   |   | 101,842      |  
|Prepaid expenses                                                                                                                                                                                                               |   | 13,159        |   |   | 12,900       |  
|Current assets of discontinued operations                                                                                                                                                                                      |   | 154,549       |   |   | 694,668      |  
|TOTAL CURRENT
      ASSETS                                                                                                                                                                                                     |   | 303,326       |   |   | 927,696      |  
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|EQUIPMENT,
      net                                                                                                                                                                                                           |   | -             |   |   | 1,228        |  
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|EQUIPMENT,
      DISCONTINUED OPERATIONS                                                                                                                                                                                       |   | 26,036        |   |   | 45,224       |  
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|OTHER ASSETS                                                                                                                                                                                                                   |   |               |   |   |              |  
|Investments                                                                                                                                                                                                                    |   | 29,592        |   |   | 29,592       |  
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|TOTAL ASSETS                                                                                                                                                                                                                   | $ | 358,954       |   | $ | 1,003,740    |  
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                                                          |   |               |   |   |              |  
|CURRENT LIABILITIES                                                                                                                                                                                                            |   |               |   |   |              |  
|Accounts payable                                                                                                                                                                                                               | $ | 1,249,320     |   | $ | 987,561      |  
|Accrued liabilities                                                                                                                                                                                                            |   | 1,003,655     |   |   | 704,659      |  
|Current portion of notes payable                                                                                                                                                                                               |   | 2,399,684     |   |   | 545,855      |  
|Penalty share obligation                                                                                                                                                                                                       |   | 6,465,894     |   |   | 5,388,236    |  
|Due to related parties                                                                                                                                                                                                         |   | 363,939       |   |   | 101,397      |  
|Related party note payable                                                                                                                                                                                                     |   | -             |   |   | 1,924,681    |  
|Convertible debentures                                                                                                                                                                                                         |   | 99,278        |   |   | 90,000       |  
|Debentures payable                                                                                                                                                                                                             |   | 48,555        |   |   | 217,213      |  
|Current liabilities of discontinued operations                                                                                                                                                                                 |   | 173,712       |   |   | 590,751      |  
|TOTAL CURRENT
      LIABILITIES                                                                                                                                                                                                |   | 11,804,037    |   |   | 10,550,353   |  
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|LONG-TERM
      LIABILITIES                                                                                                                                                                                                    |   |               |   |   |              |  
|Notes payable, net of current portion                                                                                                                                                                                          |   | -             |   |   | 1,537,688    |  
|Due to related parties                                                                                                                                                                                                         |   | -             |   |   | 116,877      |  
|TOTAL LONG-TERM LIABILITIES                                                                                                                                                                                                    |   | -             |   |   | 1,654,565    |  
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|STOCKHOLDERS' DEFICIT                                                                                                                                                                                                          |   |               |   |   |              |  
|Preferred stock, 50,000,000 shares authorized, 
                                     $0.0001 par value; no
      shares issued                                                                                                 |   |               |   |   |              |  
|Common stock, 250,000,000 shares authorized, 
                                    
      $0.0001 par value; 105,336,791 and 97,220,842 shares 
                                    
      issued and outstanding, respectively |   | 10,534        |   |   | 9,722        |  
|Additional paid-in capital                                                                                                                                                                                                     |   | 46,591,766    |   |   | 41,800,107   |  
|Deferred compensation                                                                                                                                                                                                          |   | (11,967       | ) |   | (33,543      | )
|Private placement and warrant subscriptions                                                                                                                                                                                    |   | 350,300       |   |   | 922,333      |  
|Shares issuable                                                                                                                                                                                                                |   | -             |   |   | 230,957      |  
|Accumulated other comprehensive income                                                                                                                                                                                         |   | 194,359       |   |   | 84,424       |  
|Accumulated deficit                                                                                                                                                                                                            |   | (58,580,075   | ) |   | (54,215,178  | )
|                                                                                                                                                                                                                               |   | (11,445,083   | ) |   | (11,201,178  | )
|                                                                                                                                                                                                                               |   |               |   |   |              |  
|TOTAL
      LIABILITIES AND 
                                  
      STOCKHOLDERS' DEFICIT                                                                                                                                    | $ | 358,954       |   | $ | 1,003,740    |  

The accompanying notes are an integral part of these consolidated
  financial statements.

6

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WESCORP ENERGY INC.CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
  (Unaudited)

|                                                                                 |   | Three Months Ended September 30, |   |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | -
|                                                                                 |   | 2010                             |   |   | 2009                            |  
|                                                                                 |   |                                  |   |   |                                 |  
|EXPENSES                                                                         |   |                                  |   |   |                                 |  
|Wages and benefits                                                               | $ | 137,589                          |   | $ | 186,105                         |  
|Wages stock
      based                                                          |   | 924,000                          |   |   | 161,600                         |  
|Consulting                                                                       |   | 128,156                          |   |   | 202,784                         |  
|Consulting
      stock based                                                     |   | -                                |   |   | -                               |  
|Equipment repairs and maintenance                                                |   | 27,800                           |   |   | -                               |  
|Research
      and development                                                   |   | -                                |   |   | 37,991                          |  
|Office                                                                           |   | 88,187                           |   |   | 55,924                          |  
|Advertising
      and investor relations                                         |   | 106,909                          |   |   | 57,370                          |  
|Advertising and investor
      relations stock based                             |   | -                                |   |   | 35,600                          |  
|Travel                                                                           |   | 44,775                           |   |   | 70,195                          |  
|Legal and accounting                                                             |   | 61,144                           |   |   | 94,672                          |  
|Insurance                                                                        |   | 21,070                           |   |   | 19,607                          |  
|Depreciation and amortization                                                    |   | -                                |   |   | 34,087                          |  
|Interest,
      finance and bank charges                                         |   | 81,750                           |   |   | 104,204                         |  
|Directors fees                                                                   |   | 4,262                            |   |   | 15,186                          |  
|Beneficial
      conversion interest                                             |   | -                                |   |   | -                               |  
|Interest accreted on financial
      instruments                                 |   | -                                |   |   | 108,900                         |  
|TOTAL OPERATING EXPENSES                                                         |   | 1,625,642                        |   |   | 1,184,225                       |  
|                                                                                 |   |                                  |   |   |                                 |  
|LOSS FROM OPERATIONS                                                             |   | (1,625,642                       | ) |   | (1,184,225                      | )
|                                                                                 |   |                                  |   |   |                                 |  
|OTHER INCOME (EXPENSE)                                                           |   |                                  |   |   |                                 |  
|Penalty for late delivery
      of shares                                        |   | 78,070                           |   |   | (888,872                        | )
|Foreign currency
      translation gain (loss)                                   |   | (22,606                          | ) |   | (57,154                         | )
|Gain on disposal of subsidiaries                                                 |   | 86,984                           |   |   | -                               |  
|Gain (loss)
      on settlement of debt                                          |   | -                                |   |   | 1,522,515                       |  
|TOTAL OTHER EXPENSE                                                              |   | 142,448                          |   |   | 576,489                         |  
|                                                                                 |   |                                  |   |   |                                 |  
|LOSS FROM CONTINUING OPERATIONS                                                  |   | (1,483,194                       | ) |   | (607,736                        | )
|                                                                                 |   |                                  |   |   |                                 |  
|INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax                           |   | 121,170                          |   |   | (148,258                        | )
|                                                                                 |   |                                  |   |   |                                 |  
|NET LOSS                                                                         | $ | (1,362,024                       | ) | $ | (755,994                        | )
|                                                                                 |   |                                  |   |   |                                 |  
|OTHER COMPREHENSIVE INCOME (LOSS)                                                |   |                                  |   |   |                                 |  
|Foreign currency
      translation gain (loss)                                   |   | 4,473                            |   |   | 10,979                          |  
|Unrealized gain on adjustment
      of agreement             
      payable      |   | 39,200                           |   |   | 4,000                           |  
|                                                                                 |   | 43,673                           |   |   | 14,979                          |  
|                                                                                 |   |                                  |   |   |                                 |  
|COMPREHENSIVE LOSS                                                               | $ | (1,318,351                       | ) | $ | (741,015                        | )
|                                                                                 |   |                                  |   |   |                                 |  
|LOSS FROM CONTINUING OPERATIONS PER    
      SHARE (BASIC AND DILUTED)          | $ | (0.01                            | ) | $ | (0.01                           | )
|                                                                                 |   |                                  |   |   |                                 |  
|LOSS FROM DISCONTINUED OPERATIONS PER 
         SHARE (BASIC AND DILUTED)        | $ | -                                |   | $ | -                               |  
|                                                                                 |   |                                  |   |   |                                 |  
|WEIGHTED AVERAGE NUMBER COMMON     
      SHARES OUTSTANDING - BASIC AND DILUTED |   | 104,818,695                      |   |   | 90,477,666                      |  

The accompanying notes are an integral part of these consolidated
  financial statements.

7

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WESCORP ENERGY INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
  (Unaudited)

|                                                                                  |   | Nine Months Ended September 30, |  
|--------------------------------------------------------------------------------- | - | ------------------------------- | -
|                                                                                  |   | 2010                            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |   |                                 |  
|Net loss                                                                          | $ | (4,364,897                      | )
|Adjustments to reconcile net loss
      to net cash used in operating activities: |   |                                 |  
|Depreciation
      and amortization                                               |   | 1,228                           |  
|Stock-based
      compensation                                                    |   | 1,123,400                       |  
|Beneficial
      conversion interest                                              |   | 6,360                           |  
|Interest
      accreted on financial instruments                                  |   | 168,600                         |  
|Gain on disposition
      of subsidiaries                                         |   | (86,984                         | )
|Loss
      (gain) on settlement of debt                                           |   | 36,023                          |  
|Amortization
      of deferred share compensation                                 |   | 21,576                          |  
|Fair
      value of common stock issued for services                              |   | 203,306                         |  
|Loss (income)
      from discontinued operations                                  |   | (215,824                        | )
|Penalty
      for late delivery of shares                                         |   | 1,188,858                       |  
|Changes in
      operating assets and liabilities:                                |   |                                 |  
|Accounts receivable                                                               |   | (11,255                         | )
|Prepaid
      expenses                                                            |   | (259                            | )
|Accounts payable and accrued liabilities                                          |   | 629,098                         |  
|Net cash used
      in operating activities                                       |   | (1,300,770                      | )
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |   |                                 |  
|Cash utililzed
      in disposition of subsidiaries                               |   | (780                            | )
|Net
      cash used in investing activities                                       |   | (780                            | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |   |                                 |  
|Proceeds
      from notes payable                                                 |   | 338,616                         |  
|Proceeds from
      convertible debentures                                        |   | 99,278                          |  
|Repayments
      on debentures payable                                            |   | -                               |  
|Increase in
      amounts due to related parties                                  |   | 145,665                         |  
|Proceeds
      received from exercise of warrants prior to issuing shares         |   | -                               |  
|Proceeds received
      from private placement                                    |   | 287,500                         |  
|Private
      placement issuance costs                                            |   | (19,447                         | )
|Net cash provided
      by financing activities                                   |   | 851,612                         |  
|CASH FLOWS FROM DISCONTINUED OPERATIONS                                           |   | 358,090                         |  
|Effect of exchange rates                                                          |   | (3,917                          | )
|Net decrease in cash                                                              |   | (95,765                         | )
|Cash, beginning of period                                                         |   | 118,286                         |  
|Cash, end of period                                                               | $ | 22,521                          |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                               |   |                                 |  
|Cash paid for:                                                                    |   |                                 |  
|Interest                                                                          | $ | 31,164                          |  
|Income taxes                                                                      | $ | -                               |  

The accompanying notes are an integral part of these consolidated
  financial statements.

8

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|WESCORP ENERGY INC.                       
|------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                               
|September 30, 2010                        

NOTE 1  BASIS OF PRESENTATION

These unaudited interim consolidated financial statements may
  not include all information and footnotes required by US GAAP for complete financial
  statement disclosure. However, except as disclosed herein, there have been no
  material changes in the information contained in the notes to the audited consolidated
  financial statements for the year ended December 31, 2009, included in the Companys
  Form 10-K, which was filed with the Securities and Exchange Commission. These
  unaudited interim consolidated financial statements should be read in conjunction
  with the audited financial statements included in the Form 10-K. In the opinion
  of management, all adjustments considered necessary for fair presentation and
  consisting solely of normal recurring adjustments have been made. Operating
  results for the nine months ended September 30, 2010 are not necessarily indicative
  of the results that may be expected for the year ending December 31, 2010.

Recent Accounting Pronouncements 
  The Company has reviewed recently issued accounting pronouncements and plans
  to adopt those that are applicable to it. It does not expect the adoption of
  these pronouncements to have an impact on its financial position, results of
  operations or cash flows.

NOTE 2  PENALTY SHARE OBLIGATION

In connection with the acquisition of Flowstar Trading Inc. (Flowstar),
  and the outstanding shares of Vasjar Trading Ltd. (Vasjar), the
  Company was required to issue 2,400,000 common shares up to an additional 2,080,000
  common shares over three years.

On April 1, 2007, the Company was not able to deliver 800,000
  free-trading shares called for under the purchase agreement to acquire Vasjar,
  and thus the Company is obligated to issue to the former Vasjar shareholders
  an additional 10% penalty common shares of the Company, compounded monthly,
  for each month that the free-trading shares are not delivered resulting in a
  charge to operations for the fair value of these penalty common shares. The
  Company and the former Vasjar shareholders disagree as to whether the number
  of shares that can be issued is limited by another provision of the agreements.
  To date, no shares have been issued and the Company has been unable to reach
  a mutually acceptable settlement with the Vasjar shareholders.

The penalty common shares under this stage resulted in a charge
  to operations of $1,188,858 for the nine months ended September 30, 2010 ($1,658,597
  for the nine months ended September 30, 2009), based on the fair value of the
  shares. As at September 30, 2010, the Company has recorded an accrual for an
  estimated 32,915,822 common shares valued at $6,465,894.

There is a measurement uncertainty as to the actual value of
  this obligation as it is impacted by the market price of the common shares and
  the amount of shares actually owed under the Vasjar purchase agreement. Accordingly,
  the actual loss from the Vasjar purchase agreement is contingent upon future
  events that cannot be reasonably measured at this time.

NOTE 3  DISCONTINUED OPERATIONS

During the year ended December 31, 2009, management determined
  to leave the electronic metering business to focus on its water remediation
  technology. On January 5, 2010, the Company sold its assets related to the electronic
  metering business to a non-related party. The Company had operated its electronic
  metering systems business through its subsidiary Flowstar.

9

---

The Company also discontinued operations in its subsidiary Raider
  Chemical Corporation (Raider), as a result the Company has determined
  that it will leave the drilling related products and related services business.

The following table summarizes the operating results of the discontinued
  operations for the quarters ended September 30, 2010 and 2009:

|                        |   | Three Months Ended |  |   | Nine months Ended |  
|----------------------- | - | ------------------ |  | - | ----------------- | -
|                        |   | September 30,      |  |   | September 30,     |  
|                        |   | 2010               |  |   | 2009              |  
|                        |   | (unaudited)        |  |   | (unaudited)       |  
|Revenue                 | $ | 444,422            |  | $ | 639,999           |  
|Cost of sales           |   | 249,621            |  |   | 429,506           |  
|                        |   | 194,801            |  |   | 210,493           |  
|Expenses                |   | 73,631             |  |   | 358,751           |  
|Income (loss) from      |   |                    |  |   |                   |  
|discontinued operations | $ | 121,170            |  | $ | (148,258          | )

The following table sets forth the assets and liabilities of
  the discontinued operations.

|                                             |   | September 30, |  |   | December 31, | 
|-------------------------------------------- | - | ------------- |  | - | ------------ | 
|                                             |   | 2010          |  |   | 2009         | 
|                                             |   | (unaudited)   |  |   |              | 
|Accounts receivable                          | $ | 105,439       |  | $ | 519,356      | 
|Inventories                                  |   | 35,915        |  |   | 120,711      | 
|Prepaids                                     |   | 13,195        |  |   | 54,601       | 
|Current assets of discontinued operations    |   | 154,549       |  |   | 694,668      | 
|                                             |   |               |  |   |              | 
|Equipment of discontinued operations         |   | 26,036        |  |   | 45,224       | 
|                                             |   |               |  |   |              | 
|Total assets of discontinued operations      | $ | 180,585       |  | $ | 739,892      | 
|                                             |   |               |  |   |              | 
|Accounts payable and accrued liabilities     | $ | 118,231       |  | $ | 526,975      | 
|Current portion of notes payable             |   | 55,481        |  |   | 63,776       | 
|                                             |   |               |  |   |              | 
|Total liabilities of discontinued operations | $ | 173,712       |  | $ | 590,751      | 

As of September 30, 2010, the Company was in default with respect
  to approximately $48,555 of outstanding principal on a 14% Redeemable Secured
  Debenture. The Company continues to pay the interest due on this debenture.
  The foregoing debenture is secured by the inventories and accounts receivable
  of Flowstar.

NOTE 4  DISPOSITION OF SUBSIDIARIES

On September 25, 2010, the Company disposed of its 100% interest
  in Vasjar Trading Ltd. and its subsidiaries Penta Holdings Ltd., Flowstar International
  Inc., Quadra Products International Inc., and Flowstar Services Inc for consideration
  of $1. The purchaser has assumed all the liabilities of Vasjar Trading Ltd.
  and its subsidiaries. As a result of this transaction the Company has recorded
  a gain of $86,984 for the nine months ended September 30, 2010.

10

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NOTE 5 - INVESTOR RELATIONS AGREEMENT

On April 1, 2010, the Company entered into an investor relations
  agreement. The Company, in exchange for $100, is required to issue 1,350,000
  warrants to purchase common shares of the Company at a price of $0.40 per
  share and expire on April 1, 2014. If the Company issues common shares, or grants
  warrants or options, at a price lower than $0.40, then the warrants will
  be re-priced at the lower price. The warrants have not yet been issued.

NOTE 6 - SHARE CAPITAL

During the period, the Company issued 477,079 shares with
  a fair value of $136,850 pursuant to the terms of a cashless warrant.

During the period, the Company issued 787,213 shares with
  a fair value of $314,885 to partially settle outstanding commissions related
  to a private placement. Each unit consists of one common share and one common
  share purchase warrant exercisable for a period of 2 years and with an exercise
  price of $0.60. During the period, the Company issued 404,073 common shares
  to settle obligations in the amount of $73,969 incurred pursuant to the
  terms of two consulting agreements.

During the period, the Company issued 453,285 common shares
  to settle certain amounts payable pursuant to an employment contract totaling
  $104,029, and the issuance of 130,434 common shares valued at $30,000
  to settle certain amounts payable pursuant to an investor relations agreement.

NOTE 7 - LICENSING AGREEMENT COMMITMENT

The Company is the licensee to certain intellectual property
  rights to H2Omaxx under a licensing agreement (the "Agreement"). Under the Agreement,
  the Company is required to purchase four aerators from the licensor during each
  year of the Agreement. The Company has not purchased the required aerators to
  date. On September 2, 2010 the licensor issued a notice of default in accordance
  with the terms of the Agreement. The Agreement requires that the Company cure
  any material defaults within 90 days. The Company will need to obtain additional
  funding in order to complete these commitments and there is no assurance that
  management will be able to obtain any additional funds for the Company.

NOTE 8 - SUBSEQUENT EVENTS

Private Placement 
  Subsequent to September 30, 2010, the Company raised approximately $650,000
  through a private placement. This private placement has not yet closed and no
  units have been issued in relation to this offering.

Employment Agreement 
  On October 1, 2010 an employment agreement with a senior executive was not renewed.
  Under the terms of the agreement the Company is required to pay severance in
  the amount of approximately $88,000.

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ITEM 2.      MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

The following discussion and analysis should be read in
conjunction with the consolidated financial statements and related notes
included elsewhere in this Report on Form 10-Q. This discussion contains
forward-looking statements reflecting our current expectations and estimates and
assumptions concerning events and financial trends that may affect our future
operating results or financial position. Actual results and the timing of events
may differ materially from those contained in these forward-looking statements
due to a number of factors, including those discussed in the Cautionary Note
Regarding Forward-Looking Statements set forth above.

Unless the context warrants otherwise, Wescorp Energy Inc.,
including it subsidiaries, is referred to herein as we, us, our,
Wescorp, the Company or our Company.

Overview

Over the last nine months, Wescorp has completed its transition
from a broad oil and gas technology company to a specialized clean water
technology company. Wescorp is now solely focused on refining and
commercializing its two key technologies, the H2Omaxx and the HCXT, which
significantly reduce contaminated water treatment and disposal costs for oil and
gas producers. The technologies also have applications to the marine (shipping)
industry. Prior to 2010, our business strategy was to acquire, fund and develop
new systems and technologies in the oil and gas industry through investments in
companies or products for which early stage product development had been
completed.

Having picked our lead technologies, our goal is now to
generate capital appreciation for our shareholders by commercialization of the
H2Omaxx and the HCXT technologies. During the first nine months of 2010, we
operated primarily through two strategic Business Units, or SBUs, including; (i)
our subsidiary Total Fluid Solutions Inc. (Total Fluid), which holds some of
the rights to the H2Omaxx and the rights to the HCXT technologies; and (ii) our
subsidiary Raider Chemical Corporation (Raider), a small chemical
manufacturing business, which is secondary to our water technology business. A
short synopsis of each business unit and our recent business activities
follows.

Our corporate offices are located at Suite 400, 435 
4th Avenue S.W., Calgary, Alberta, Canada T2P 3A8, and the telephone
number there is (403) 206-3990. Our website is http://www.wescorpenergy.com.

Company Background

In 2004 and 2005, the Company recorded its first operating
revenue from the acquired operating businesses of Flowstar Technologies Inc.
(Flowstar), Flowray and their affiliated companies. Flowstar produced advanced
natural gas and gas liquids measurement devices based on electronic flow meters
and advanced turbine measurement technology. We divested ourselves of Flowstar
on January 5, 2010.

On December 18, 2007, Wescorp Technologies Ltd, our
wholly-owned subsidiary, executed and closed an Asset Purchase Agreement with
FEP Services, Inc. (FEP), pursuant to which Wescorp Technologies acquired
certain rights to three different water remediation technologies and assets that
we used to create two new business units - Total Fluid Solutions Inc. (Total
Fluid) and Raider Chemical Corporation (Raider). The three technologies
address remediating three separate contaminates in oilfield water as the result
of the exploration for, and production of, oil and gas, in particular, solids
and hydrocarbon:

| | a. | Total Fluid  Our wholly-owned subsidiary, Total Fluid,
      holds an exclusive license on a Canadian patent for certain oil- water
      separation technology. The patent expires in March 2011. We have developed
      additional technology in the same area, which we intend to hold as a trade
      secret. We also have a solids-oil separation technology that is not
      patented, but is held as a trade secret. With these technologies, we hope
      to be able to remediate two of the main contaminates (solids, hydrocarbon)
      in oilfield water as the result of exploration for, and production of, oil
      and gas. The technology to remove solids from the oilfield water uses a
      proprietary, environmentally friendly, chemical process to separate
      drilling solids from the water and hydrocarbon mixtures, which are found
      in the water as a result of drilling the wells. The solids are cleaned to
      a standard that allows them to be used in construction. The technology to
      remove hydrocarbons from the oilfield water uses a proprietary aeration
      process that is expected to reduce the hydrocarbon content from the
      conventional 5,000 to 30,000 parts per million range to less than 100
      parts per million. The third technology, to remove salt from the oilfield
      water, uses a low-energy process of flash distillation to separate the
      salts from the water. See Part II, Item 5. OTHER INFORMATION for
      information concerning a notice of default concerning the license on the
      oil-water separation technology patent.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | b. | Raider  Our wholly-owned subsidiary, Raider, designs and
      manufactures specialized chemicals used in the cementing and stimulation
      services area, within the oil and gas industry. In October 2010, the major
      customer of Raider gave notice that it was no longer going to be
      purchasing any more product from Raider. As a result the Company has
      determined that it will leave the drilling related products and related
      services business.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Overall, the Company has yet to reach profitability and during
the nine months ended September 30, 2010, we experienced negative cash flows. If
we continue to experience negative cash flows, then we will have to continue to
fund our operations by the issuance of new equity and/or the assumption of debt.
There can be no assurances that we will be successful in these regards, which
would significantly affect our ability to execute our business plan. Management
is seeking new capital, as discussed below.

Additional cash will be required: (i) to fund the purchase of
sufficient inventory; (ii) to finance the build-up of trade accounts receivable;
and (iii) to fund the ramp-up of our water remediation technologies. Forecasting
our total cash requirement is difficult at this time due to the contingent
nature of the timing and volume of sales we expect over that same period.

In the near future, we intend to raise additional capital by
selling new equity, or incurring debt, to finance the following:

- The business development and expansion of water and soil remediation
  technologies (Total Fluid); and
- Payables and any negative cash flow resulting from operations.

Our current and future opportunities for success depend on, to
a great extent, the continued employment of and performance by senior management
and key personnel.

Past Acquisitions

Acquisition of Flowstar and Flowray

On March 31, 2004, we, through our Alberta subsidiary 1049265
Alberta Ltd., acquired 100% of the outstanding shares of Flowstar and Flowray
for cash payments to the selling shareholders totaling approximately $414,074
(CAD $550,000) pursuant to the share purchase and subscription agreement dated
June 9, 2003, as amended effective January 14, 2004.

Related Agreements to Acquire 100% of Vasjar Trading
Ltd.

We also entered into share purchase agreements dated effective
January 14, 2004 pursuant to which we acquired 100% of the outstanding shares of
Vasjar Trading Ltd. (Vasjar). Vasjar in turn owns 100% of the outstanding
shares of Quadra, a Barbados corporation. Pursuant to an agreement dated
effective as of August 30, 2003, Flowray had transferred to Quadra all of its
intellectual property rights, including rights to the technology related to the
DCR 900 system, in consideration of a promissory note in the principal amount of
CAD $604,500 without interest. Flowstar and Flowray were legally amalgamated on
December 31, 2004 into one company that continued under the name Flowstar
Technologies Inc.

In consideration of the purchase of all the outstanding shares
of Vasjar from its two shareholder entities (that each owned 50% of Vasjars
outstanding shares), Wescorp issued shares (and will issue additional shares),
all of which are required to be registered for resale upon delivery, to each of
the two shareholders of Vasjar in equal amounts as follows:

- Tranche 1: an aggregate of 2,400,000 shares of common stock of the
  Company (1,200,000 shares to each of the two shareholders) on April 28, 2004;
  and
- Tranche 2: an aggregate of up to 2,080,000 additional shares of
  common stock of the Company (up to 1,040,000 additional shares to each of the
  two shareholders) to be issued in stages as follows:

Stage One. On or before April 1, 2005,
the Company was required to issue 480,000 additional shares based on sales
achieved in the 2004 calendar year (240,000 shares to each shareholder).

Stage Two. On or before April 1, 2006,
the Company was required to issue 800,000 additional shares based on sales
achieved in the 2005 calendar year (400,000 shares to each shareholder).

Stage Three. On or before April 1,
2007, Wescorp was required to issue 800,000 additional shares based on sales
achieved in the 2006 calendar year (400,000 shares to each shareholder).

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We were not able to deliver free-trading shares on April 1,
2005, and under the Vasjar purchase agreements we were required to pay an
additional 48,000 Wescorp shares for each month that the shares were not
delivered, covering the months April through September 2005. In September 2005,
a third party acquired the interests of the former Vasjar shareholders in
connection with the share delivery requirements of Tranche 2, Stage One. As a
result, we owed shares under Tranche 2, Stage One to the third party.

On November 22, 2006, we entered into a letter agreement with
the third party (the Third Party Letter Agreement), pursuant to which we
agreed to deliver to the third party 1,000,000 restricted shares of our common
stock to fulfill the Tranche 2, Stage One debt requirements that the third party
acquired from the former Vasjar shareholders. These shares were delivered to,
and accepted by, the third party on November 22, 2006.

On April 1, 2006, we were not able to deliver free-trading
shares called for under Tranche 2, Stage Two, and thus we were required to pay
the former Vasjar shareholders additional Wescorp common shares for each month
that the shares were not delivered. In February 2007, the third party acquired
the interests of the former Vasjar shareholders in connection with the share
delivery requirements of Tranche 2, Stage Two. As a result, the Company owed the
shares under Tranche 2, Stage Two to a third party. By December 18, 2007,
Wescorp had issued 3,654,750 restricted common shares to the third party in
fulfillment of Tranche 2, Stage Two.

Under the agreement, if any of the Wescorp shares to be issued
to the former Vasjar shareholders have not been delivered for a period of 182
days after the applicable due date, the former Vasjar shareholders may at their
option terminate the share purchase agreements, without notice or prior
opportunity to cure. The former Vasjar shareholders did not exercise these
rights, and they sold to a third party their rights, including their rights to
receive shares and/or penalty shares from the Company under both Stage One and
Stage Two. We have also received a written waiver from the third party waiving
and canceling any termination rights that the third party may have as a result
of his purchase of certain rights under the Vasjar purchase agreements. In
addition, we pledged to the former Vasjar shareholders all the Vasjar shares as
security to guarantee Wescorps performance under the share purchase agreements.

Although the Registration Statement covering the shares to be
delivered to the Vasjar shareholders became effective in January 2008, as of May
17, 2010, we had not delivered the Vasjar shares under Tranche 2, Stage Three
because we were involved in discussions with the former Vasjar shareholders
concerning the possibility of reaching a mutually acceptable agreement regarding
the number of shares to be delivered. Without taking into account the Companys
position that the number of shares should be smaller and that the agreement
limits the total number of shares issuable in connection with Tranche 2, the
former Vasjar shareholders believe they are entitled to the 800,000 shares
issuable under Stage Three plus penalty shares for the delayed delivery. Because
we did not deliver any shares under Tranche 2, Stage Three by October 1, 2007,
the former Vasjar shareholders currently have the right to terminate their
respective share purchase agreements with us. If they do so, we would no longer
own Vasjar or its subsidiary, Quadra, including the intellectual property rights
owned by Quadra. With the completion of the acquisition of Vasjar, Wescorp owns,
subject to Vasjars right to terminate the acquisition agreement, all the
proprietary technology originally owned by Flowray (which was subsequently
amalgamated with Flowstar) related to the DCR 900 system and other products.

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Acquisition of Intellectual Property and Other Assets from
FEP Services Inc.; Business of Total Fluid Solutions and Raider Chemical
Corporation

On December 18, 2007, the Company effectively completed an
agreement to purchase intellectual property and other assets from FEP. Different
portions of this intellectual property and these other assets were transferred
to our newly formed wholly-owned subsidiaries, Total Fluid Solutions and Raider
Chemical Corporation, respectively, as described below. Under the terms of the
purchase agreement, our wholly-owned subsidiary, Wescorp Technologies, assumed
liabilities of approximately CAD $240,000 and delivered to FEP: (i) a two-year
promissory note in the face amount of CAD $2,665,000; (ii) 13,900,000 restricted
shares of common stock of Wescorp Energy; and (iii) 470,143 shares of common
stock of Oilsands at an agreed value of $2,192,277. Also in connection with the
Asset Purchase Agreement, Wescorp Technologies entered into a license agreement
with a third party and a consulting agreement with each of Messrs. Bowhay and
McCaw to provide various consulting services.

Total Fluid Solutions

Our wholly-owned subsidiary, Total Fluid Solutions Inc. (Total
Fluid), holds an exclusive license on a Canadian patent for an oil-water
separation technology known as  H2Omaxx . The Canadian patent
expires in March 2011. (See also, Part II, Item 5 for information concerning a
notice of default concerning this license.) We have evolved the original
technology and developed additional operating technology for the H2Omaxx. Going
forward, we intend to hold these additional technology developments as trade
secrets. We also have a solids-oil separation technology, HCXT, which is not
patented, but is held as a trade secret. With these technologies, we hope to be
able to remediate two of the main contaminates (solids, hydrocarbons) in
oilfield water as the result of exploration for, and production of, oil and gas.
We intend to use these technologies independently or in conjunction with each
other or other water remediation technologies in order to address the critical
water issues facing the oil and gas industry today.

The technology to remove solids from the oilfield water uses a
proprietary, environmentally friendly, chemical process to separate drilling
solids from the water and hydrocarbon mixtures, which are found in the water as
a result of drilling the wells. The solids are cleaned to a standard that allows
them to be used in construction. The technology to remove hydrocarbons from the
oilfield water uses a patented aeration process that is expected to reduce the
hydrocarbon content from the conventional range of 5,000 to 30,000 parts per
million to less than 10 parts per million.

The Total Fluid field testing of the 
H2Omaxx  has been completed at our industry-sponsored production
facility, involving 120 oil and gas wells. During the last phase of our test
period, we maintained over 90% uptime, with minimal interruptions. Our
operational results have provided valuable data to our industry sponsors,
allowing them to recommend technical improvements to our equipment, resulting in
savings in operating costs. These independent third-party verified results
showed that the  H2Omaxx  unit reduced the hydrocarbon
content in water down to less than 10 parts per million.

We believe that our technology is sound and that the market
opportunity is vast. We continue to work with the University of Calgary and the
Canadian Environmental Technology Advancement Corporation on proving scalability
and validating the technologys use in other areas of applications.

Since the beginning of the second quarter of 2008, we have
demonstrated our unit to over 100 investors, clients, industry experts, and
government officials. It is expected that these demonstrations will lead to
future sales opportunities of the unit.

Wescorp has had extensive discussions with interested parties
regarding a worldwide strategic marketing and distribution alliance for
the  H2Omaxx  technology in the oil and gas sector. A
Letter of Intent for a Worldwide Exclusive Licensing Agreement to market and
manufacture the  H2Omaxx  technology was signed with
Weatherford International Inc. in early December 2008. The parties are waiting
on additional test data prior to attempting to complete the negotiation of an
agreement.

On July 23, 2009, Wescorp and Cancen Oil Canada Corporation
(Cancen), an oilfield waste management and processing company based in western
Canada, signed a letter of intent to enter into a 50:50 joint venture agreement.
Under the terms of the letter of intent a minimum of 12 units of 
H2Omaxx  water and HCXT solids units, in any combination, would
be strategically installed over the next 12 months at Cancens facilities to
significantly increase efficiency and reduce operating costs.

On September 02, 2009 Cancen posted a $1,000,000 irrevocable
line of credit for the immediate construction of three units to be deployed at
Cancens facilities.

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Under the terms of the Cancen letter of intent, Wescorp will
  be responsible for providing the intellectual property and technical support.
  Cancen will also be responsible for operating and managing the joint venture
  and funding the operations, including, but not limited to, the construction
  and deployment costs of all  H2Omaxx  and HCXT remediation
  units. The joint venture will share in the revenue generated by the use of Wescorps 
  H2Omaxx  and HCXT units at Cancens facilities. Upon initial
  operation of the remediation units, the revenue will be split 25:75 (Wescorp:
  Cancen) until 110% of the construction costs are repaid to Cancen. Thereafter,
  the revenue will be shared on a 50:50 basis.

For further details see our Current Reports on Form 8-K filed
with the SEC on August 4, 2009 and September 21, 2009.

On April 14, 2010, Wescorp entered into an agreement to lease
a  H2Omaxx  unit to Cancen. Under the terms of this
agreementWescorp and Cancen will share in the revenue generated from the oil
recovered by the use of Wescorps H2Omaxx unit at Cancens facility on a 50:50
basis. Cancen is responsible for all the costs related to the mobilization,
commissioning, maintenance, and repair of the  H2Omaxx 
unit while it is being utilized under the terms of the lease. Cancen is also
responsible for the costs associated with decommissioning and removal of the
H2Omaxx unit when the lease is terminated. The lease may be terminated by either
party upon 15 days prior written notice.

Raider Chemical Corporation

Our wholly-owned subsidiary, Raider Chemical Corporation
(Raider), designs and manufactures specialized chemicals used in the cementing
and stimulation services area, within the oil and gas industry. In October 2010,
the major customer of Raider gave notice that it was no longer going to be
purchasing any product from Raider. As a result the Company has determined that
it will leave the drilling related products and related services business.

Operations Summary

Results from Operations  2010 Compared to 2009 - Adjusted
for Discontinued Operations

Three Months Ended September 30, 2010 Compared to Three
Months Ended September 30, 2009

Expenses

Operating expenses for the quarter ended September 30, 2010
were $1,625,642 versus $1,184,225 for the quarter ended September 30, 2009, an
increase of $441,417. The largest increases in our operating expenses were in
stock-based wages, advertising and investor relations, office, equipment repairs
and maintenance, and insurance as explained below.

During the quarter ended September 30, 2010, 7,291,937 options
to purchase common shares pursuant to an employment agreement for an executive
officer vested and were valued at $924,000. In the same period for 2009, 400,000
options to purchase common shares pursuant to an employment agreement for an
executive officer vested and were valued at $161,600. Thus, the Company had an
increase of $762,400 in stock-based wages during the three months ended
September 30, 2010 compared to the three months ended September 30, 2009.

Advertising and investor relations expenses increased by
$49,539 to $106,909 for the quarter ended September 30, 2010 versus $57,370
reported for the quarter ended September 30, 2009. This increase is a direct
result of the contracts for investor relations consulting services in the
quarter ended September 30, 2010 were for higher amounts than the contracts that
existed during the quarter ended September 30, 2009.

Office expenses for the quarter ended September 30, 2010 were
$88,187 compared to $55,924 for the quarter ended September 30, 2009. The
increase of $32,263 is primarily a result of increased rent charges. Prior to
the discontinuation of the operations of Flowstar, certain long-term leases and
short-term rentals were being charged to that business unit. As not all the
space under these contracts can be charged to sub-tenants, the excess previously
allocated to that business unit is now being charged against continuing
operations. In addition a new office in Houston was opened in July 2010. The
average exchange rate for the Canadian dollar compared to the US dollar
increased by approximately 5.6% .for the quarter ended September 30, 2010
compared to the same quarter in 2009. As almost all of the office expenses were
incurred in Canadian dollars instead of US dollars, some additional costs were
also incurred by the increase in the exchange rate for the Canadian dollar.

During the quarter ended September 30, 2010, expenses in the
amount of $27,800 were incurred for repairs and maintenance to bring the 
H2Omaxx  unit up to its original specifications. As this unit
was still under development in the quarter ended September 30, 2009, no
corresponding costs were incurred during that period.

Insurance expense for the quarter ended September 30, 2010, was
$21,070 compared to $19,607 for the quarter ended September 30, 2009. The
increase is due to higher premiums for our directors and officers liability
insurance partially offset by a decrease in our comprehensive insurance
premiums.

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The above increases were partially offset by decreases in
interest accreted on financial instruments; consulting; wages and benefits;
research and development; stock-based advertising and investor relations;
depreciation and amortization; legal and accounting; travel; interest, finance,
and bank charges; and directors fees.

During the quarter ended September 30, 2009, 600,000 warrants
valued at $108,900 were issued to debenture holders in exchange for their
agreement to extend the due date of their debt instruments. This amount was
charged to operations for the quarter ended September 30, 2009. No similar costs
were incurred in the quarter ended September 30, 2010

Consulting fees incurred in the three-month period ended
September 30, 2010 in the amount of $128,156 was $74,628 lower than the $202,784
incurred in the same period for 2009. This decrease is a direct result of the
exercise of cashless warrants issued for consulting services that were valued at
$136,850 during the three months ended September 30, 2009. No similar
transactions were incurred in the same period for 2010. This decrease was
partially offset by the costs associated with consulting contracts utilized the
quarter ended September 30, 2010, which were for higher amounts than those that
were utilized during the quarter ended September 30, 2009.

Wages and benefits decreased to $137,589 during the quarter
ended September 30, 2010 versus $186,105 during the quarter ended September 30,
2009, a decrease of $48,516. Savings can be attributed to not replacing
employees who left the Company and the Companys decision to lay off certain
employees. As most of the employees are paid in Canadian dollars, the Company
realized an offsetting increase in payroll costs due to the strengthening of the
Canadian dollar when compared to the US dollar as described above.

No costs for research and development of the H2Omaxx
technology were incurred in the quarter ended September 30, 2010, compared to
the $37,991 incurred in the quarter ended September 30, 2009. Additional
expenses related to the H2Omaxx technology during the quarter ended
September 30, 2010 were for repairs and maintenance to bring the unit up to its
original specifications.

During the quarter ended September 30, 2009, 125,000 options to
purchase common shares pursuant to investor relations agreements vested and were
valued at $35,600. In the same period for 2010, no options to purchase common
shares pursuant to investor relations agreements vested. Thus, the Company had a
decrease of $35,600 in stock-based advertising and investor relations costs
during the three months ended September 30, 2010 when compared to the three
months ended September 30, 2009.

Depreciation and amortization expense for the quarter ended
September 30, 2010 was nil versus $34,087 for the quarter ended September 30,
2009. At December 31, 2009, the Company recorded an impairment in the value of
the equipment used in the water remediation business unit in the amount of
$381,706. This write-down was necessary as this equipment did not demonstrate
that the sum of the expected undiscounted future cash flows for these assets
would be greater than the carrying amount of the assets. Because the impaired
assets were being depreciated at September 30, 2009, the corresponding expense
for that period was higher than in 2010. In addition, the value of property and
equipment, other than the equipment used in the water remediation business unit
that was not fully depreciated at September 30, 2009, was higher than at
September 30, 2010.

Legal and accounting costs for the three months ended September
30, 2010, were $61,144, which was a decrease of $33,528 compared to the
corresponding period of 2009. The decrease in 2010 is directly related to a
significantly lower accrual for the estimated 2010 audit fees for the three
months ended September 30, 2010 when compared to the corresponding period for
2009. This decrease was offset by higher legal fees required for compliance with
various regulatory filings, and for work involved with respect to the potential
defaults in the licensing agreement for the intellectual property rights
pertaining to the H2Omaxx unit, and other contracts.

Travel expenses during the quarter ended September 30, 2010
decreased to $44,775 versus the $70,195 incurred in the quarter ended September
30, 2009. These savings were attributable to a decrease in travel expenses for
Total Fluid in the quarter ended September 30, 2010, versus the same period for
2009. Higher costs were incurred in the quarter ended September 30, 2009 in
order to set up the  H2Omaxx  unit in Kansas and to ensure
it was operating adequately during that period with no corresponding costs being
incurred for the quarter ended September 30, 2010.

We incurred interest, finance and bank charges of $ 81,750 for
the quarter ended September 30, 2010 compared to $104,204 incurred during the
quarter ended September 30, 2009. The settlement of the $2,250,000 principal
balance of a debenture in exchange for 4,500,000 common shares of the Company on
September 15, 2009, was the primary reason for the reduction in interest,
finance and bank charges.

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During the quarter ended September 30, 2010, the Company incurred
  $4,262 in directors fees compared to $15,186 for the same period in 2009.
  During the period ended September 30, 2010 the Company disposed of its interest
  in Vasjar. As a result no compensation was incurred for directors involved with
  Vasjar in the quarter ended September 30, 2010 when compared to the same quarter
  in 2009. In addition, lower costs for directors fees were incurred as
  a direct result of a decrease in the market price of Wescorp shares.

Other Income and Expenses

For the quarter ended September 30, 2010, other expenses have
increased by $434,041 from the same period in 2009. This increase is the net
result of the matters described below.

We did not deliver free-trading shares called for under Tranche
2, Stage Three of the agreement to acquire the outstanding shares of Vasjar, and
we have accounted for certain penalty shares that may be due to the former
Vasjar shareholders for each month that the shares are not delivered. This
resulted in other income of $78,070 being recorded for the quarter ended
September 30, 2010, (September 30, 2009  other expense of $888,872) which
reflects the increase in shares potentially needed to be delivered and the
closing trading price of Wescorp shares as at September 30, 2010. The closing
price of Wescorp common shares at September 30, 2010 was $0.151, a drop of
$0.049 per share from the closing price of Wescorp common shares at June 30,
2010. This large decrease in the share price reduced the estimated value of the
liability with respect to Tranche 2, Stage 3 from the amount that was estimated
at June 30, 2010 and accordingly other income was recorded in the three months
ended September 30, 2010. We do not agree with the former Vasjar shareholders
that they are entitled to all these shares, but we intend to account for the
shares in this manner until the matter is resolved.

The foreign currency loss of $22,606 for the quarter ended
September 30, 2010 is a direct result of the Canadian dollar being stronger than
the U.S. dollar at September 30, 2010 when compared to June 30, 2010. Many
payables are denominated in Canadian dollars, and as that currency strengthens,
exchange losses result when payables are settled. The foreign currency loss of
$57,154 for the quarter ended September 30, 2009 was a direct result of the
Canadian dollar being stronger than the U.S. dollar at September 30, 2009 when
compared to June 30, 2009.

The gain on the settlement of debt in the amount of $1,522,515
incurred in the three months ended September 30, 2009, is the result of two
transactions. On September 16, 2009, a settlement agreement was reached with
Ellycrack A/S. As part of this agreement net debt in the amount of $213,855
relating to payables and accrued liabilities was deemed to be paid for nil
consideration and resulted in a gain on the settlement of debt. On September 15,
2009, the Company settled the $2,250,000 principal balance of a debenture in
exchange for 4,500,000 common shares of the Company. At the date of this
transaction the closing market price of these shares was $0.265 per share. The
value of the shares at the settlement date was $1,192,500 and as a result a gain
on the settlement of debt in the amount of $1,057,500 was realized during the
period. In addition, the accrued interest on the $2,250,000 debenture in the
amount of $512,260 was forgiven in exchange for 2,250,000 warrants which were
valued at $261,100 which resulted in a gain of the settlement of debt in the
amount of $251,160. No similar transactions were incurred in the three months
ended September 30, 2010.

On September 25, 2010, the Company disposed of its 100%
interest in Vasjar Trading Ltd. and its subsidiaries Penta Holdings Ltd.,
Flowstar International Inc., Quadra Products International Inc., and Flowstar
Services Inc. This transaction was structured as a sale of the shares of Vasjar
Trading Ltd. to an independent third party for $1. The purchaser has assumed all
the liabilities of Vasjar Trading Ltd. and its subsidiaries. As a result of this
transaction the Company has recorded a gain of $86,984 for the three months
ended September 30, 2010.

Income (Loss) from Discontinued Operations

During the year ended December 31, 2009, the Company decided to
exit the natural gas flow measurement business to focus on developing its water
remediation technology. In January 2010, the Company sold a substantial portion
of its assets related to the natural gas flow measurement business to a
non-related full service engineering firm based in Calgary, Alberta, Canada. The
Company had sold its natural gas flow measurement systems through its subsidiary
Flowstar.

In October 2010, the major customer of the Companys subsidiary
Raider Chemical Corporation (Raider) gave notice that it was no longer going
to be purchasing any more product from Raider. As a result the Company has
determined that it will exit from the drilling related products and related
services business.

After taxes, the Company had income from discontinued operations
  of $121,170 in the quarter ended September 30, 2010 compared to a loss of $148,258
  for the quarter ended September 30, 2009. The Company has reclassified the operating
  results of these business units as discontinued operations as they are material
  to the Company's consolidated financial statements.

18

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Net Loss

The net loss for the quarter ended September 30, 2010 of
$1,362,024, compared to a net loss of $755,994 for 2009, is primarily due to the
net effect of the increase in operating expenses of $441,417, increase in other
expenses of $434,041 and the decrease in the loss from discontinued operations
of $269,428 as set forth above.

Nine Months Ended September 30, 2010 Compared to Nine Months
Ended September 30, 2009

Expenses

Operating expenses for the nine months ended September 30, 2010
were $3,430,428 versus $2,933,427 for the nine months ended September 30, 2009,
an increase of $ 497,001. The largest increases in our operating expenses were
in stock-based wages, stock based consulting, advertising and investor
relations, equipment repairs and maintenance, office, legal and accounting,
interest accreted on financial instruments, and insurance as explained below.

During the nine months ended September 30, 2010, 7,291,937
options to purchase common shares pursuant to an employment agreement for an
executive officer vested and were valued at $924,000. In the same period for
2009, 500,000 options to purchase common shares pursuant to employment
agreements for executive officers vested and were valued at $197,100. Thus, the
Company had an increase of $726,900 in stock-based wages during the nine months
ended September 30, 2010 compared to the nine months ended September 30, 2009.

During the nine months ended September 30, 2010, 969,439
options to purchase common shares pursuant to a consulting services agreement
with our Chief Financial Officer vested and were valued at $163,800. In the same
period for 2009, no options to purchase common shares pursuant to consulting
services agreements vested. Thus, the Company had an increase of $163,800 in
stock-based consulting costs during the nine months ended September 30, 2010
when compared to the nine months ended September 30, 2009.

Advertising and investor relations expenses increased by
$116,108 to $294,754 for the nine months ended September 30, 2010 versus
$178,646 reported for the nine months ended September 30, 2009. This increase is
a direct result of the contracts for investor relations consulting services in
the nine months ended September 30, 2010 were for higher amounts than the
contracts that existed during the nine months ended September 30, 2009. In
addition, costs were incurred in the first nine months of 2010 for website
development that were not incurred in the first nine months of 2009. These costs
were partially offset as presentations made to potential investors during the
first nine months of 2010 were reduced when compared to the corresponding period
of 2009.

During the nine months ended September 30, 2010, expenses in
the amount of $73,639 were incurred for repairs and maintenance to bring the
H2Omaxx unit up to its original specifications. As this unit was
still under development in the nine months ended September 30, 2009, no
corresponding costs were incurred during that period.

Office expenses for the nine months ended September 30, 2010
were $232,300 compared to $158,984 for the nine months ended September 30, 2009.
The increase of $73,316 is primarily a result of increased rent charges. Prior
to the discontinuation of the operations of Flowstar, certain long-term leases
and short-term rentals were being charged to that business unit. As not all the
space under these contracts can be charged to sub-tenants, the excess previously
allocated to that business unit is now being charged against continuing
operations. In addition a new office in Houston was opened in July 2010. The
average exchange rate for the Canadian dollar compared to the US dollar
increased by approximately 5.6% .for the quarter ended September 30, 2010
compared to the same quarter in 2009. As almost all of the office expenses were
incurred in Canadian dollars instead of US dollars, some additional costs were
also incurred by the increase in the exchange rate for the Canadian dollar.

Legal and accounting costs for the nine months ended September
30, 2010, were $239,875, which was an increase of $72,155 compared to the
corresponding period of 2009. The increase in 2010 is directly related to higher
legal fees required for the disposition of the Flowstar business unit, review of
the Cancen contract, issuance of warrants relating to debenture extensions,
issuance of new debentures, matters related to Abuela and Epitithia Trusts, and
for work involved with respect to the potential defaults in the licensing
agreement for the intellectual property rights pertaining to the H2Omaxx unit.

19

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During the period in connection with prior extensions during
  2008 and 2009 of certain of the Companys obligations under its 14% Redeemable
  Convertible Secured Debentures and its 14% Redeemable Secured Debentures, the
  Company issued to the holders of the debentures warrants to purchase an aggregate
  of 1,100,000 shares of the Companys common stock with an exercise price
  of $0.20 per share which are exercisable for a period of two years and warrants
  to purchase an aggregate of 100,000 shares of the Companys common stock
  with an exercise price of $.40 per share which are exercisable for a period
  of two years. These warrants were valued at $168,600, which resulted in interest
  accretion related to the warrants being charged to operations in the three months
  ended September 30, 2010. During the nine months ended September 30, 2009, 600,000
  warrants valued at $108,900 were issued to debenture holders in exchange for
  their agreement to extend the due date of their debt instruments.

Insurance expense for the nine months ended September 30, 2010,
was $69,235 compared to $59,089 for the nine months ended September 30, 2009.
The increase is due to higher premiums for our directors and officers
liability insurance partially offset by a decrease in our comprehensive
insurance premiums.

To account for the issuance of the Companys $98,573 debentures
which are convertible to shares in the Company at a price of $0.175 per share, a
beneficial conversion feature of $6,360 was recorded as a charge to operations.
No similar costs were incurred in the nine months ended September 30, 2009 as
there were no financial instruments that required this charge during that
period.

The above increases were partially offset by decreases in
stock-based advertising and investor relations; wages and benefits; research and
development; depreciation and amortization; consulting; interest, finance, and
bank charges; directors fees; and travel.

During the nine months ended September 30, 2010, 125,000
options to purchase common shares pursuant to investor relations agreements
vested and were valued at $35,600. In the same period for 2009, 725,000 options
to purchase common shares pursuant to investor relations agreements vested and
were valued at $262,200. Thus, the Company had a decrease of $226,600 in
stock-based advertising and investor relations costs during the nine months
ended September 30, 2010 when compared to the nine months ended September 30,
2009.

Wages and benefits decreased to $456,153 during the nine months
ended September 30, 2010 versus $613,010 during the nine months ended September
30, 2009, a decrease of $156,857. Savings can be attributed to not replacing
employees who left the Company and the Companys decision to lay off certain
employees. As most of the employees are paid in Canadian dollars, the Company
realized an offsetting increase in payroll costs due to the strengthening of the
Canadian dollar when compared to the US dollar as described above.

No costs for research and development of the H2Omaxx
technology were incurred in the nine months ended September 30, 2010, compared
to the $118,303 incurred in the nine months ended September 30, 2009. Additional
expenses related to the H2Omaxx technology during the nine months
ended September 30, 2010 were for repairs and maintenance to bring the unit up
to its original specifications.

Depreciation and amortization expense for the nine months ended
September 30, 2010 was $1,228 versus $101,147 for the nine months ended
September 30, 2009, a decrease of $99,919. At December 31, 2009, the Company
recorded an impairment in the value of the equipment used in the water
remediation business unit in the amount of $381,706. This write-down was
necessary as this equipment did not demonstrate that the sum of the expected
undiscounted future cash flows for these assets would be greater than the
carrying amount of the assets. Because the impaired assets were being
depreciated at September 30, 2009, the corresponding expense for that period was
higher than in 2010. In addition, the value of property and equipment, other
than the equipment used in the water remediation business unit that was not
fully depreciated at September 30, 2009, was higher than at September 30, 2010.

Consulting fees incurred in the nine month period ended
September 30, 2010 in the amount of $325,790 were $88,447 lower than the
$414,237 incurred in the same period for 2009. This decrease is a direct result
of the exercise of cashless warrants issued for consulting services that were
valued at $136,850 during the nine months ended September 30, 2009. No similar
transactions were incurred in the same period for 2010. In addition, under the
terms of consulting contracts that existed at September 30, 2010, we were
required to issue 200,000 common shares that were valued at $50,400 while under
the terms of consulting contracts that existed at September 30, 2009 we were
required to issue 300,000 common shares that were valued at $99,900. These
decreases were partially offset by the costs associated with consulting
contracts that were utilized during the quarter ended September 30, 2010, which
were for higher amounts than those that were utilized during the quarter ended
September 30, 2009.

We incurred interest, finance and bank charges of $274,695 for
the nine months ended September 30, 2010 compared to $349,860 incurred during
the nine months ended September 30, 2009. The settlement of the $2,250,000
principal balance of a debenture in exchange for 4,500,000 common shares of the
Company on September 15, 2009, was the primary reason for the reduction in
interest, finance and bank charges.

20

---

During the nine months ended September 30, 2010, the Company
incurred $24,439 in directors fees compared to $45,051 for the same period in
2009. During the period ended September 30, 2010 the Company disposed of its
interest in Vasjar. As a result no compensation was incurred for directors
involved with Vasjar for a portion of the nine months ended September 30, 2010
when compared to the same period in 2009. In addition, lower costs for
directors fees were incurred as a direct result of a decrease in the market
price of Wescorp shares.

Travel expenses during the nine months ended September 30, 2010
decreased to $139,960 versus the $159,180 incurred in the nine months ended
September 30, 2009. This decrease is a direct result of not doing presentations
to potential investors in Europe in the nine months ended September 30, 2010
while many presentations were done in the corresponding period in 2009.

Higher costs were incurred in the nine months ended September
30, 2009 in order to set up the H2Omaxx unit in Kansas and to ensure
it was operating adequately during that period with no corresponding costs being
incurred for the same period in 2010. These decreases were offset by doing more
presentations to potential investors in the US in the nine months ended
September 30, 2010 compared to in the corresponding period in 2009. In addition,
the costs associated with vehicle lease contracts were at higher amounts in the
nine months ended September 30, 2010 than similar contracts in the nine months
ended September 30, 2009.

Other Income and Expenses

For the nine months ended September 30, 2010, other expenses
have increased by $922,402 from the same period in 2009. This increase is the
net result of the matters described below.

We did not deliver free-trading shares called for under Tranche
2, Stage Three of the agreement to acquire the outstanding shares of Vasjar, and
we have accounted for certain penalty shares that may be due to the former
Vasjar shareholders for each month that the shares are not delivered. This
accounting resulted in other expense of $1,188,858 being recorded for the nine
months ended September 30, 2010, (September 30, 2009  $1,658,597) which
reflects the increase in shares potentially needed to be delivered and the
closing trading price of Wescorp shares as at September 30, 2010. We do not
agree with the former Vasjar shareholders that they are entitled to all these
shares, but we intend to account for the shares in this manner until the matter
is resolved.

The foreign currency loss of $12,396 for the nine months ended
September 30, 2010 is a direct result of the Canadian dollar being stronger than
the U.S. dollar at September 30, 2010 when compared to December 31, 2009. Many
payables are denominated in Canadian dollars, and as that currency weakens,
exchange gains result when payables are settled. The foreign currency loss of
$91,809 for the nine months ended September 30, 2009 was a direct result of the
Canadian dollar being stronger than the U.S. dollar at September 30, 2009 when
compared to December 31, 2008.

The $36,023 loss on the settlement of debt incurred in the nine
months ended September 30, 2010, is the result of the Company settling the
principal balance of $259,065 in debentures in exchange for 1,325,000 common
shares of the Company valued at $295,088. The gain on the settlement of debt in
the amount of $1,522,515 incurred in the nine months ended September 30, 2009,
is the result of two transactions. On September 16, 2009, a settlement agreement
was reached with Ellycrack A/S. As part of this agreement net debt in the amount
of $213,855 relating to payables and accrued liabilities was deemed to be paid
for nil consideration and resulted in a gain on the settlement of debt. On
September 15, 2009, the Company settled the $2,250,000 principal balance of a
debenture in exchange for 4,500,000 common shares of the Company. At the date of
this transaction the closing market price of these shares was $0.265 per share.
The value of the shares at the settlement date was $1,192,500 and as a result a
gain on the settlement of debt in the amount of $1,057,500 was realized during
the period. In addition, the accrued interest on the $2,250,000 debenture in the
amount of $512,260 was forgiven in exchange for 2,250,000 warrants which were
valued at $261,100 which resulted in a gain of the settlement of debt in the
amount of $251,160.

On September 25, 2010, the Company disposed of its 100%
interest in Vasjar Trading Ltd. and its subsidiaries Penta Holdings Ltd.,
Flowstar International Inc., Quadra Products International Inc., and Flowstar
Services Inc. This transaction was structured as a sale of the shares of Vasjar
Trading Ltd. to an independent third party for $1. The purchaser has assumed all
the liabilities of Vasjar Trading Ltd. and its subsidiaries. As a result of this
transaction the Company has recorded a gain of $86,984 for the nine months ended
September 30, 2010.

Income (Loss) from Discontinued Operations

During the year ended December 31, 2009, the Company decided to
exit the natural gas flow measurement business to focus on developing its water
remediation technology. In January 2010, the Company sold a substantial portion
of its assets related to the natural gas flow measurement business to a
non-related full service engineering firm based in Calgary, Alberta, Canada. The
Company had sold its natural gas flow measurement systems through its subsidiary
Flowstar.

21

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In October 2010, the major customer of the Companys subsidiary
Raider Chemical Corporation (Raider) gave notice that it was no longer going
to be purchasing any more product from Raider. As a result the Company has
determined that it will leave the drilling related products and related services
business.

After taxes, the Company had income from discontinued operations
  of $215,824 in the nine months ended September 30, 2010 compared to a loss of
  $606,484 for the nine months ended September 30, 2009. The Company has reclassified
  the operating results of these business units as discontinued operations as
  they are material to the Company's consolidated financial statements.

Net Loss

The net loss for the nine months ended September 30, 2010 of
$4,364,897, compared to a net loss of $3,767,802 for 2009, is primarily due to
the net effect of increase in operating expenses of $497,001, increase in other
expenses of $922,402 and the decrease in the loss from discontinued operations
of $822,308 as set forth above.

Continued Liquidity and Financing of Business Plan

To date, our operations have been funded by a combination of
short-term debt and equity financing. Currently, cash on hand, short-term
investments and collection of trade accounts receivable are our only existing
sources of liquidity. If, as anticipated, we do not achieve positive cash flow
from operations in 2010, we will be relying on debt and equity financings to
provide our Company with sufficient capital to continue our development and
operational plans. There can be no assurance that we can continue to grow, which
would have a significant effect on the financial condition of our Company and
our ability to effectively implement our proposed business plans.

Although we do not have any lending arrangements in place with
banking or financial institutions, we intend to seek conventional bank financing
for the Company once we redeem or effect the conversion of the outstanding
short-term convertible debenture to equity as noted herein. There are no
existing commitments or other assurances that we will be able to obtain any such
bank financing under any circumstances.

We are also currently in the process of seeking financing for
our 2010 and 2011 operations and investment plan. Our total anticipated funding
requirement through the end of 2011 is estimated to be approximately$4,000,000. We believe that if we are able to obtain this financing, of
which there is no assurance, our cash balances will be sufficient to carry on
normal operations for the next twelve months plus meet any cash requirements
that may be needed for target investments or acquisitions. Any sale of
additional equity securities, if undertaken, will result in dilution to our
stockholders. There can be no assurance that additional financing, when
required, will be available to us on acceptable terms or at all.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing
arrangements and have not formed any special purpose entities. We have not
guaranteed any debt or commitments of other entities or entered into any options
on non-financial assets.

ITEM 4.     CONTROLS AND PROCEDURES.

(a)      Disclosure Controls and
Procedures. An evaluation was carried out under the supervision and with the
participation of our management, including our Principal Financial Officer and
Principal Executive Officer, of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report on Form 10-Q.
Disclosure controls and procedures are procedures designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and is communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required
disclosure. Based on that evaluation, our Principal Financial Officer and
Principal Executive Officer concluded that, as of September 30, 2010, our
disclosure controls and procedures are effective to satisfy the objectives for
which they are intended.

(b)      Changes in Internal Control
over Financial Reporting. There were no changes in our internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred
during the Companys last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

22

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PART II - OTHER INFORMATION

ITEM 2.     UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS

On July 2, 2010, pursuant to the terms of a cashless warrant,
we issued 477,079 shares of common stock to a non-U.S person. The issuance of
these 477,079 shares of common stock qualified for an exemption from
registration pursuant to Regulation S because (i) the offer and sale of these
securities were made outside of the United States; (ii) no directed selling
efforts were made in the United States in connection with the offer and sale of
the securities; (iii) the person who received the securities certified that he
was not a U.S. person; (iv) the securities issued included a restrictive legend
that restricted transfer and resale of the securities; and (v) the Company
agreed to refuse to register any transfer of the securities in the absence of
registration or an exemption therefrom.

Between July 1 and September 30, 2010, the Company issued a
total of 404,073 shares of common stock for consulting fees to two consultants.
The shares were issued in private transactions under Section 4(2) of the
Securities Act. These issuances qualified for this exemption from registration
because (i) each of the consultants was an accredited investor; (ii) the Company
did not engage in any general solicitation or advertising to market the
securities; (iii) the consultants were provided the opportunity to ask questions
and receive answers from the Company regarding the issuance; (iv) the securities
were issued to a persons with knowledge and experience in financial and business
matters so that each of them was capable of evaluating the merits and risks of
an investment in the Company; and (v) the consultants received restricted
securities. One of the consultants was a member of the Company's Board of
Directors.

Between July 1 and September 30, 2010, the Company issued
65,217 shares of common stock to pay $15,000 of the amount due for investor
relations consulting fees. The shares were issued to one consultant in private
transactions under Section 4(2) of the Securities Act. These issuances qualified
for this exemption from registration because (i) the consultant was an
accredited investor; (ii) the Company did not engage in any general solicitation
or advertising to market the securities; (iii) the consultant was provided the
opportunity to ask questions and receive answers from the Company regarding the
issuance; (iv) the securities were issued to a person with knowledge and
experience in financial and business matters so that he was capable of
evaluating the merits and risks of an investment in the Company; and (v) the
consultant received restricted securities.

ITEM 3.     DEFAULT UPON SENIOR
SECURITIES.

On September 15, 2009, the Company went into default on $90,000
of its 14% Convertible Secured Debentures and approximately $73,000 of its 14%
Redeemable Secured Debentures. Although the Company continues to pay the
interest due on these debentures, as of the filing date of this report, it was
still in default with respect to approximately $48,555 of outstanding principal.
In addition, as of May 15, 2010, the Company went into default on approximately
$140,000 of its 14% Redeemable Secured Debentures. The Company also continues to
pay the interest due on these debentures; however, as of the filing date of this
report, it was still in default with respect to approximately $48,555 of
outstanding principal. All of the foregoing debentures are secured by the
inventories and accounts receivables of Flowstar.

23

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ITEM 5.     OTHER INFORMATION.

The Company has a licensing agreement (Agreement) with
1139706 Alberta Ltd., which owns some of the intellectual property rights to the
H2Omaxx. Under the Agreement, the Company is required to purchase four aerators
from the licensor during each year of the Agreement. Due to the extended
development stage of the H2Omaxx, the Company has not made the required
purchases for 2008 and 2009. On September 2, 2010 the licensor issued a notice
of default in accordance with the terms of the Agreement. The Agreement requires
that the Company cure any defaults in payments within 20 days and any other
material defaults within 90 days.

The Company intends to cure the defaults and make the required
purchases within 90 days from the date of the notice of default. The Company was
required to purchase four aerators during the period from Dec 18, 2007 to Dec
17, 2008 and to purchase four aerators during the period from Dec 18, 2008 to
Dec 17, 2009. During this two-year period, the Company purchased one aerator in
2008 and as of August 15, 2010, it has ordered six aerators in 2010 for use in
the 10,000 BPD unit currently under construction. The Company plans to purchase
an additional aerator during October 2010 to complete the requirement for 2009.
It also plans to purchase an additional four aerators prior to Dec 17, 2010. The
Company will need to obtain additional funding in order to complete these
commitments for the purchases and there is no assurance that the Company will be
able to obtain any additional funds for the Company. If the Company does not
cure the defaults within the required time period, the licensor has the right to
terminate the Agreement.

ITEM 6.     EXHIBITS.

|Exhibit |                                                                                                                                                                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.1     | Share Purchase and Subscription Agreement dated June 9,
      2003 among the Company, 1049265 Alberta Ltd., Flowray, Flowstar, New
      Millennium Acquisitions Ltd. ("New Millennium") and Gregory Burghardt.
      (Incorporated by reference to the Companys Current Report on Form 8-K/A
      filed with the Commission on May 12, 2004, File No. 000-30095.)
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.2     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and the Trustee of the Epitihia Trust. (Incorporated
      by reference to the Companys Current Report on Form 8-K/A filed with the
      Commission on May 12, 2004, File No. 000-30095.)                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.3     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and the Trustee of the Abuelo Trust. (Incorporated by
      reference to the Companys Current Report on Form 8-K/A filed with the
      Commission on May 12, 2004, File No. 000-30095.)                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.4     | Share Purchase and Subscription Amending Agreement dated
      January 14, 2004 among the Company, 1049265 Alberta Ltd., Flowray,
      Flowstar, New Millennium and Gregory Burghardt. (Incorporated by reference
      to the Companys Current Report on Form 8- K/A filed with the Commission
      on May 12, 2004, File No. 000-30095.)                       
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.5     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and Epitihia Trust. (Incorporated by reference to the
      Companys Current Report on Form 8-K/A filed with the Commission on May
      12, 2004, File No. 000-30095.)                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.6     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and Abuelo Trust. (Incorporated by reference to the
      Companys Current Report on Form 8-K/A filed with the Commission on May
      12, 2004, File No. 000-30095.)                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.7     | Share Purchase Option Agreement dated February 10, 2004
      between the Company and Olav Ellingsen (Incorporated by reference to the
      Companys Current Report on Form 8-K filed with the Commission on April 9,
      2004, File No. 000-30095.)                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.8     | Amending Agreement dated as of June 16, 2004 between the
      Company and the Trustee of the Epitihia Trust. (Incorporated by reference
      to the Companys Quarterly Report on Form 10-QSB filed with the Commission
      on August 26, 2004, File No. 000-30095.)                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.9     | Amending Agreement dated as of June 16, 2004 between the
      Company and the Trustee of the Abuelo Trust. (Incorporated by reference to
      the Companys Quarterly Report on Form 10-QSB filed with the Commission on
      August 26, 2004, File No. 000-30095.)                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.10    | Form of Subscription Agreement dated March 15, 2005 by
      and between Wescorp and the Purchaser named therein.                                                                                                                                                                                                                                                   

24

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|Exhibit |                                                                                                                                                                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                            
|        | (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on March 21, 2005, File No. 000-30095.)                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                            
|2.11    | Form of Subscription
        Agreement dated April 28, 2005 between and Wescorp and the Purchaser named
        therein. (Incorporated by reference to the Companys Current Report
        on Form 8-K filed with the Commission on April 29, 2005, File No. 000-30095.)                                                                  
|        |                                                                                                                                                                                                                                                                                                                                            
|2.12    | Form of Subscription
        Agreement between the Company and the United States Resident Purchaser
        named therein. (Incorporated by reference to the Companys Current
        Report on Form 8-K filed with the Commission on December 24, 2006, File
        No. 000-30095.)                                                     
|        |                                                                                                                                                                                                                                                                                                                                            
|2.13    | Form of Subscription
        Agreement between the Company and the Non-United States Resident Purchaser
        named therein. (Incorporated by reference to the Companys Current
        Report on Form 8-K filed with the Commission on December 24, 2006, File
        No. 000-30095.)                                                 
|        |                                                                                                                                                                                                                                                                                                                                            
|2.14    | Purchase Agreement
        dated March 23, 2007 between the Company and 306538 Alberta Ltd. (Incorporated
        by reference to the Companys Current Report on Form 8-k filed with
        the Commission on March 27, 2007, File No. 000-30095.)                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                            
|2.15    | Agreement and
        Plan of Merger between the Company and Strategic Decision Sciences, USA,
        Inc. dated as of September 5, 2007 (Incorporated by reference to Form
        8-K filed on September 11, 2007.)                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                            
|3.1     | Restated Articles
        of Incorporation of the Company filed February 17, 2004. (Incorporated
        by reference to the Companys Annual Report on Form 10-KSB/A filed
        with the Commission on May 13, 2004, File No. 000- 30095.)                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                            
|3.2     | Amended and
        Restated Bylaws (Incorporated by reference to the Companys Annual
        Report on Form 10-K filed with the Commission on April 15, 2009, File
        No. 000- 30095.)                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                            
|4.1     | Form of Common
        Stock Purchase Warrant dated March 15, 2005. (Incorporated by reference
        to the Companys Current Report on Form 8-K filed with the Commission
        on March 21, 2005, File No. 000- 30095.)                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                            
|4.2     | Certificate
        for 14% Secured Convertible Debenture dated April 28, 2005 (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on April 29, 2005, File No. 000- 30095.)                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                            
|4.3     | Form of Common
        Stock Purchase dated April 28, 2005. (Incorporated by reference to the
        Companys Current Report on Form 8-K filed with the Commission on
        April 29, 2005, File No. 000-30095.)                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                            
|4.4     | Addendum dated
        February 6, 2003 to that certain Loan Agreement dated January 28, 2003
        between the Company and AHC Holdings Ltd. containing Stock Purchase Warrant
        (Incorporated by reference to the Companys Current Report on Form
        8-K filed with the Commission on April 28, 2003, File No. 000- 30095.)
|        |                                                                                                                                                                                                                                                                                                                                            
|4.5     | Form of Warrant
        issued to the United States Resident Purchaser named therein. (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on December 24, 2006, File No. 000- 30095.)                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                            
|4.6     | Form of Warrant
        issued to the Non-United States Resident Purchaser named therein. (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on December 24, 2006, File No. 000- 30095.)                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                            
|4.7     | Form of Debenture
        Certificate 14% Redeemable Secured Debenture issued to Non-United States
        Residents (Incorporated by reference to the Companys Current Report
        on Form 8-K filed with the Commission on February 20, 2008.)                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                            
|4.8     | Form of Warrant
        issued to Non-United States Residents (Incorporated by reference to the
        Companys Current Report on Form 8-K filed with the Commission on
        February 20, 2008.)                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                            
|4.9     | Form of Warrant
        issued to Non-United States Residents (Incorporated by reference to the
        Companys Current Report on Form 8-K filed with the Commission on
        May 7, 2009.)                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                            
|31.1*   | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                         

25

---

|Exhibit |                                                                                                                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                         
|31.2 *  | Certification
        of Principal Financial and Accounting Officer pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002                                                                                   
|        |                                                                                                                                                                                                                         
|32.1*   | Certification
        of Chief Executive Officer and Principal Financial and Accounting Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002

* Filed herewith.

26

---

SIGNATURES

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

|                        | Wescorp Energy, Inc.               
|----------------------- | -----------------------------------
|                        |                                    
|Date: November 22, 2010 | By: /s/ Douglas Biles              
|                        | Douglas Biles                      
|                        | Chief Executive Officer            
|                        | (Principal Executive Officer)      
|                        |                                    
|Date: November 22, 2010 | By: /s / Robert Nicolay            
|                        | Robert Nicolay                     
|                        | Chief Financial Officer            
|                        | (Principal Financial and Accounting
|                        | Officer)                           

27

---

EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.1     | Share Purchase and Subscription Agreement dated June 9,
      2003 among the Company, 1049265 Alberta Ltd., Flowray, Flowstar, New
      Millennium Acquisitions Ltd. ("New Millennium") and Gregory Burghardt.
      (Incorporated by reference to the Companys Current Report on Form 8-K/A
      filed with the Commission on May 12, 2004, File No. 000-30095.)
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.2     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and the Trustee of the Epitihia Trust. (Incorporated
      by reference to the Companys Current Report on Form 8-K/A filed with the
      Commission on May 12, 2004, File No. 000-30095.)                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.3     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and the Trustee of the Abuelo Trust. (Incorporated by
      reference to the Companys Current Report on Form 8-K/A filed with the
      Commission on May 12, 2004, File No. 000-30095.)                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.4     | Share Purchase and Subscription Amending Agreement dated
      January 14, 2004 among the Company, 1049265 Alberta Ltd., Flowray,
      Flowstar, New Millennium and Gregory Burghardt. (Incorporated by reference
      to the Companys Current Report on Form 8- K/A filed with the Commission
      on May 12, 2004, File No. 000-30095.)                       
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.5     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and Epitihia Trust. (Incorporated by reference to the
      Companys Current Report on Form 8-K/A filed with the Commission on May
      12, 2004, File No. 000-30095.)                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.6     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and Abuelo Trust. (Incorporated by reference to the
      Companys Current Report on Form 8-K/A filed with the Commission on May
      12, 2004, File No. 000-30095.)                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.7     | Share Purchase Option Agreement dated February 10, 2004
      between the Company and Olav Ellingsen (Incorporated by reference to the
      Companys Current Report on Form 8-K filed with the Commission on April 9,
      2004, File No. 000-30095.)                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.8     | Amending Agreement dated as of June 16, 2004 between the
      Company and the Trustee of the Epitihia Trust. (Incorporated by reference
      to the Companys Quarterly Report on Form 10-QSB filed with the Commission
      on August 26, 2004, File No. 000-30095.)                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.9     | Amending Agreement dated as of June 16, 2004 between the
      Company and the Trustee of the Abuelo Trust. (Incorporated by reference to
      the Companys Quarterly Report on Form 10-QSB filed with the Commission on
      August 26, 2004, File No. 000-30095.)                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.10    | Form of Subscription Agreement dated March 15, 2005 by
      and between Wescorp and the Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on March 21, 2005, File No. 000-30095.)                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.11    | Form of Subscription Agreement dated April 28, 2005
      between and Wescorp and the Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on April 29, 2005, File No. 000-30095.)                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.12    | Form of Subscription Agreement between the Company and
      the United States Resident Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on December 24, 2006, File No. 000-30095.)                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.13    | Form of Subscription Agreement between the Company and
      the Non-United States Resident Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on December 24, 2006, File No. 000-30095.)                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.14    | Purchase Agreement dated March 23, 2007 between the
      Company and 306538 Alberta Ltd. (Incorporated by reference to the
      Companys Current Report on Form 8-k filed with the Commission on March
      27, 2007, File No. 000-30095.)                                                                                                                      

28

---

|Exhibit |                                                                                                                                                                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                            
|2.15    | Agreement and
        Plan of Merger between the Company and Strategic Decision Sciences, USA,
        Inc. dated as of September 5, 2007 (Incorporated by reference to Form
        8-K filed on September 11, 2007.)                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                            
|3.1     | Restated Articles
        of Incorporation of the Company filed February 17, 2004. (Incorporated
        by reference to the Companys Annual Report on Form 10-KSB/A filed
        with the Commission on May 13, 2004, File No. 000- 30095.)                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                            
|3.2     | Amended and
        Restated Bylaws (Incorporated by reference to the Companys Annual
        Report on Form 10-K filed with the Commission on April 15, 2009, File
        No. 000- 30095.)                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                            
|4.1     | Form of Common
        Stock Purchase Warrant dated March 15, 2005. (Incorporated by reference
        to the Companys Current Report on Form 8-K filed with the Commission
        on March 21, 2005, File No. 000- 30095.)                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                            
|4.2     | Certificate
        for 14% Secured Convertible Debenture dated April 28, 2005 (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on April 29, 2005, File No. 000- 30095.)                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                            
|4.3     | Form of Common
        Stock Purchase dated April 28, 2005. (Incorporated by reference to the
        Companys Current Report on Form 8-K filed with the Commission on
        April 29, 2005, File No. 000-30095.)                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                            
|4.4     | Addendum dated
        February 6, 2003 to that certain Loan Agreement dated January 28, 2003
        between the Company and AHC Holdings Ltd. containing Stock Purchase Warrant
        (Incorporated by reference to the Companys Current Report on Form
        8-K filed with the Commission on April 28, 2003, File No. 000- 30095.)
|        |                                                                                                                                                                                                                                                                                                                                            
|4.5     | Form of Warrant
        issued to the United States Resident Purchaser named therein. (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on December 24, 2006, File No. 000- 30095.)                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                            
|4.6     | Form of Warrant
        issued to the Non-United States Resident Purchaser named therein. (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on December 24, 2006, File No. 000- 30095.)                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                            
|4.7     | Form of Debenture
        Certificate 14% Redeemable Secured Debenture issued to Non-United States
        Residents (Incorporated by reference to the Companys Current Report
        on Form 8-K filed with the Commission on February 20, 2008.)                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                            
|4.8     | Form of Warrant
        issued to Non-United States Residents (Incorporated by reference to the
        Companys Current Report on Form 8-K filed with the Commission on
        February 20, 2008.)                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                            
|4.9     | Form of Warrant
        issued to Non-United States Residents (Incorporated by reference to the
        Companys Current Report on Form 8-K filed with the Commission on
        May 7, 2009.)                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                            
|31.1*   | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                            
|31.2 *  | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                            
|32.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                      

* Filed herewith.

29

---