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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 June 30, 2009

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 770, 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 August 03, 2009 was 90,457,557.

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 2008. AMONG THOSE RISKS AND
  UNCERTAINTIES ARE THE FOLLOWING RISKS:

- OUR ELECTRONIC FLOW METER TECHNOLOGY MAY NOT REMAIN COMPETITIVE WITHIN OUR
  CURRENT MARKETS OR WE MAY NOT BE ABLE TO GENERATE SUFFICIENT REVENUE FROM THE
  TECHNOLOGY TO BECOME PROFITABLE WITHIN THAT DIVISION;
- WE MAY NOT BE ABLE TO SUCCESSFULLY DELIVER FREE-TRADING SHARES TO COMPLETE
  THE PURCHASE OF THE FLOWSTAR TECHNOLOGY;
- THE ELLYCRACK TECHNOLOGY MAY NOT BE TECHNICALLY EFFECTIVE OR COST
  EFFECTIVE IN THE MARKETS TARGETED BY MANAGEMENT;
- 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;
- OUR WESCORP NAVIGATOR MAY NOT HAVE ADEQUATE DEMAND OR BE PROFITABLE;
- 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 ADEQUATE TO INTEGRATE ANY BUSINESSES ACQUIRED;
- MANAGEMENT IS ADEQUATE 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;
- IF ACQUISITIONS ARE COMPLETED, THEY MAY BE UNSUCCESSFUL FOR TECHNICAL,
  ECONOMIC, OR OTHER REASONS; AND

2

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- THE CURRENT AMERICAN 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.

Wescorp Energy Inc.

REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2009

Table of Contents

|PART I - FINANCIAL INFORMATION |                                                                                                   
|------------------------------ | --------------------------------------------------------------------------------------------------
|                               |                                                                                                   
|                               | Item 1. Financial Statements                                                                      
|                               |                                                                                                   
|                               |                                                                                                   
|                               |                                                                                                   
|                               |                                                                                                   
|                               |                                                                                                   
|                               |                                                                                                   
|                               |                                                                                                   
|                               |                                                                                                   
|                               |                                                                                                   
|                               | Item 2. Managements Discussion and Analysis of Financial
      Condition and Results of Operation
|                               |                                                                                                   
|                               | Item 4. Controls and Procedures                                                                   
|                               |                                                                                                   
|PART II. OTHER INFORMATION     | 17                                                                                                
|                               |                                                                                                   
|                               | Item 6. Exhibits                                                                                  
|                               |                                                                                                   
|                               | SIGNATURES                                                                                        

3

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS





4

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WESCORP ENERGY INC. 
  CONSOLIDATED BALANCE SHEETS

|                                                       |   | June 30,    |   |   | December 31, |  
|------------------------------------------------------ | - | ----------- | - | - | ------------ | -
|                                                       |   | 2009        |   |   | 2008         |  
|                                                       |   | (Unaudited) |   |   |              |  
|ASSETS                                                 |   |             |   |   |              |  
|CURRENT ASSETS                                         |   |             |   |   |              |  
|Cash                                                   | $ | 96,855      |   | $ | 429,171      |  
|Accounts receivable, net of allowance for doubtful     |   |             |   |   |              |  
|accounts of $31,431 and $18,813, respectively          |   | 199,973     |   |   | 992,105      |  
|Inventories                                            |   | 504,323     |   |   | 621,353      |  
|Prepaid expenses                                       |   | 181,543     |   |   | 193,951      |  
|TOTAL
      CURRENT ASSETS                             |   | 982,694     |   |   | 2,236,580    |  
|                                                       |   |             |   |   |              |  
|EQUIPMENT,
      net                                   |   | 615,345     |   |   | 731,335      |  
|                                                       |   |             |   |   |              |  
|OTHER ASSETS                                           |   |             |   |   |              |  
|Investments                                            |   | 29,592      |   |   | 29,592       |  
|                                                       |   |             |   |   |              |  
|TOTAL ASSETS                                           | $ | 1,627,631   |   | $ | 2,997,507    |  
|                                                       |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                  |   |             |   |   |              |  
|CURRENT LIABILITIES                                    |   |             |   |   |              |  
|Accounts payable and accrued liabilities               | $ | 2,580,933   |   | $ | 2,770,933    |  
|Current portion of notes payable                       |   | 1,304,836   |   |   | 1,290,550    |  
|Agreement payable                                      |   | 2,884,199   |   |   | 2,190,474    |  
|Due to related parties                                 |   | 201,397     |   |   | 201,397      |  
|Related party note payable                             |   | 1,924,681   |   |   | 1,924,681    |  
|Convertible debenture                                  |   | 2,250,000   |   |   | 2,250,000    |  
|Debentures payable                                     |   | 290,535     |   |   | 382,905      |  
|TOTAL
      CURRENT LIABILITIES                        |   | 11,436,581  |   |   | 11,010,940   |  
|                                                       |   |             |   |   |              |  
|NOTES PAYABLE,
      net of current portion            |   | 11,124      |   |   | 16,708       |  
|                                                       |   |             |   |   |              |  
|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; 90,457,557 and 88,152,557 shares      |   |             |   |   |              |  
|issued and outstanding,
      respectively             |   | 9,047       |   |   | 8,815        |  
|Additional paid-in capital                             |   | 39,901,554  |   |   | 38,745,266   |  
|Deferred compensation                                  |   | (42,016     | ) |   | (57,418      | )
|Warrant subscriptions                                  |   | 206,151     |   |   | 166,462      |  
|Subscription receivable                                |   | (22,500     | ) |   | (22,500      | )
|Shares issuable                                        |   | 208,664     |   |   | 188,664      |  
|Accumulated other comprehensive income                 |   | 68,588      |   |   | 78,328       |  
|Accumulated deficit                                    |   | (50,149,562 | ) |   | (47,137,758  | )
|                                                       |   | (9,820,074  | ) |   | (8,030,141   | )
|                                                       |   |             |   |   |              |  
|TOTAL LIABILITIES AND                                  |   |             |   |   |              |  
|STOCKHOLDERS'
      DEFICIT                            | $ | 1,627,631   |   | $ | 2,997,507    |  

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

F-1

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

|                                                            |   | Three Months Ended June 30, |   |   | Six Months Ended June 30, |  
|----------------------------------------------------------- | - | --------------------------- | - | - | ------------------------- | -
|                                                            |   | 2009                        |   |   | 2008                      |  
|                                                            |   |                             |   |   |                           |  
|REVENUES                                                    | $ | 372,085                     |   | $ | 753,544                   |  
|                                                            |   |                             |   |   |                           |  
|COST OF SALES                                               |   | 239,053                     |   |   | 400,525                   |  
|                                                            |   |                             |   |   |                           |  
|GROSS PROFIT                                                |   | 133,032                     |   |   | 353,019                   |  
|                                                            |   |                             |   |   |                           |  
|EXPENSES                                                    |   |                             |   |   |                           |  
|Wages and benefits                                          |   | 434,647                     |   |   | 655,713                   |  
|Wages stock
      based                                     |   | -                           |   |   | 143,000                   |  
|Consulting                                                  |   | 58,897                      |   |   | 105,101                   |  
|Research
      and development                              |   | 54,137                      |   |   | 480,089                   |  
|Office                                                      |   | 145,472                     |   |   | 175,475                   |  
|Advertising
      and investor relations                    |   | 86,892                      |   |   | 73,119                    |  
|Advertising and investor
      relations - stock based      |   | 226,600                     |   |   | -                         |  
|Travel                                                      |   | 83,830                      |   |   | 100,767                   |  
|Legal and accounting                                        |   | 14,943                      |   |   | 174,832                   |  
|Insurance                                                   |   | 31,074                      |   |   | 33,924                    |  
|Depreciation and amortization                               |   | 58,149                      |   |   | 73,288                    |  
|Interest,
      finance and bank charges                    |   | 135,248                     |   |   | 271,721                   |  
|Directors fees                                              |   | 14,247                      |   |   | 18,434                    |  
|Interest
      accreted on financial instruments            |   | -                           |   |   | 147,305                   |  
|TOTAL OPERATING EXPENSES                                    |   | 1,344,136                   |   |   | 2,452,768                 |  
|                                                            |   |                             |   |   |                           |  
|LOSS FROM OPERATIONS                                        |   | (1,211,104                  | ) |   | (2,099,749                | )
|                                                            |   |                             |   |   |                           |  
|OTHER INCOME (EXPENSE)                                      |   |                             |   |   |                           |  
|Penalty for
      late delivery of shares                   |   | (327,870                    | ) |   | (272,790                  | )
|Foreign currency translation
      gain (loss)              |   | (37,207                     | ) |   | 16,200                    |  
|Interest
      and other income                             |   | -                           |   |   | 22,229                    |  
|Gain on disposal of investment                              |   | -                           |   |   | -                         |  
|Gain on disposition
      of assets                         |   | 6,878                       |   |   | -                         |  
|TOTAL OTHER EXPENSE                                         |   | (358,199                    | ) |   | (234,361                  | )
|                                                            |   |                             |   |   |                           |  
|NET LOSS                                                    | $ | (1,569,303                  | ) | $ | (2,334,110                | )
|                                                            |   |                             |   |   |                           |  
|OTHER COMPREHENSIVE INCOME (LOSS)                           |   |                             |   |   |                           |  
|Foreign currency
      translation gain (loss)              |   | 15,651                      |   |   | (5,401                    | )
|Unrealized gain
      on adjustment of agreement payable to |   |                             |   |   |                           |  
|fair market value                                           |   | 44,000                      |   |   | 24,000                    |  
|                                                            |   | 59,651                      |   |   | 18,599                    |  
|                                                            |   |                             |   |   |                           |  
|COMPREHENSIVE LOSS                                          | $ | (1,509,652                  | ) | $ | (2,315,511                | )
|                                                            |   |                             |   |   |                           |  
|BASIC AND DILUTED NET LOSS PER SHARE                        | $ | (0.02                       | ) | $ | (0.03                     | )
|                                                            |   |                             |   |   |                           |  
|WEIGHTED AVERAGE NUMBER COMMON SHARES                       |   |                             |   |   |                           |  
|OUTSTANDING
      - BASIC AND DILUTED                       |   | 89,501,788                  |   |   | 77,863,223                |  

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

F-2

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

|                                                                          |   | Six Months Ended June 30, |  
|------------------------------------------------------------------------- | - | ------------------------- | -
|                                                                          |   | 2009                      |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |   |                           |  
|Net loss                                                                  | $ | (3,011,804                | )
|Adjustments to reconcile net loss                                         |   |                           |  
|to net cash
      used in operating activities:                           |   |                           |  
|Depreciation
      and amortization                                       |   | 115,990                   |  
|Stock-based
      compensation                                            |   | 262,100                   |  
|Interest
      accreted on financial instruments                          |   | -                         |  
|Gain on disposition
      of assets                                       |   | (6,878                    | )
|Gain
      on disposal of investment                                      |   | -                         |  
|Amortization
      of deferred share compensation                         |   | 15,402                    |  
|Fair
      value of common stock issued for services                      |   | 99,900                    |  
|Penalty for
      late delivery of shares                                 |   | 769,725                   |  
|Changes
      in operating assets and liabilities:                        |   |                           |  
|Accounts
      receivable                                                 |   | 792,132                   |  
|Inventories                                                               |   | 117,030                   |  
|Prepaid
      expenses                                                    |   | 12,408                    |  
|Accounts payable and accrued liabilities                                  |   | (190,000                  | )
|Net cash used
      in operating activities                               |   | (1,023,995                | )
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     |   |                           |  
|Decrease in
      short-term investment                                   |   | -                         |  
|Purchase
      of equipment                                               |   | -                         |  
|Proceeds from
      disposition of investment                             |   | -                         |  
|Proceeds
      from disposition of assets                                 |   | 6,878                     |  
|Net cash used
      in investing activities                               |   | 6,878                     |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     |   |                           |  
|Payments on
      notes payable                                           |   | (13,398                   | )
|Proceeds
      from notes payable                                         |   | 19,610                    |  
|Proceeds from
      debentures payable                                    |   | -                         |  
|Repayments
      on debentures payable                                    |   | (100,000                  | )
|Increase in
      amounts due to related parties                          |   | -                         |  
|Proceeds
      received from exercise of warrants prior to issuing shares |   | 39,689                    |  
|Proceeds received
      from private placement                            |   | 822,000                   |  
|Private
      placement issuance costs                                    |   | (7,476                    | )
|Net cash provided
      by financing activities                           |   | 760,425                   |  
|Effect of exchange rates                                                  |   | (75,624                   | )
|Net decrease in cash                                                      |   | (332,316                  | )
|Cash, beginning of period                                                 |   | 429,171                   |  
|Cash, end of period                                                       | $ | 96,855                    |  
|                                                                          |   |                           |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                       |   |                           |  
|Cash paid for:                                                            |   |                           |  
|Interest                                                                  | $ | 150,141                   |  
|Income taxes                                                              | $ | -                         |  
|                                                                          |   |                           |  
|**NON-CASH INVESTING AND FINANCING ACTIVITIES:**                          |   |                           |  
|Shares issued to settle accounts
      payable                            | $ | -                         |  

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

F-3

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|WESCORP ENERGY INC.                                 
|----------------------------------------------------
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|June 30, 2009                                       
|                                                    

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, 2008, 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 six months ended June 30, 2009 are not necessarily indicative
  of the results that may be expected for the year ending December 31, 2009.

NOTE 2  AGREEMENT PAYABLE

On April 1, 2007, the Company did not deliver 800,000 free-trading
  shares called for under Tranche 2, Stage Three of the purchase agreements to
  acquire Vasjar Trading Ltd. (Vasjar), and thus the purchase agreements
  provide that the Company is required to issue the former Vasjar shareholders
  an additional 80,000 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
  aggregate penalty common shares under this stage resulted in a charge to operations
  of $769,725 for the six months ended June 30, 2009 ($513,304 for the six months
  ended June 30, 2008), based on the fair value of the shares. Through June 2009,
  the Company had recorded an aggregate charge to operations of $2,664,199 to
  issue an additional 9,687,995 penalty common shares as the free-trading shares
  associated with Stage Three have not been issued.

If any of the common shares of the Company 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. The former Vasjar shareholders did
  not exercise these rights, and they received all of the penalty shares that
  accrued until this obligation had been met under both Stage One and Stage Two.
  The Company is currently negotiating with the former Vasjar shareholders with
  respect to its failure to satisfy the obligations that have arisen with respect
  to Stage Three. In addition, the Company pledged to the former Vasjar shareholders
  all the Vasjar shares as security to guarantee Wescorps performance under
  the share purchase agreements.

Included in the balance for the agreement payable at June 30,
  2009 is $2,664,199 (December 31, 2008  $1,894,474) for the fair value
  of the penalty common shares plus the fair value of the 800,000 shares relating
  to Tranche 2, Stage Three in the amount of $220,000 (December 31, 2008 
  $296,000).

F-4

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NOTE 3  OPERATING SEGMENTS

The Company recognizes revenues, operating income, depreciation
  and amortization expense, total assets and capital expenditures by segment.
  Interest expense and other income (expense) are not monitored by segment. Summarized
  information for the Companys reportable segments is contained in the following
  tables:

As of and for the three months ended June 30, 2009:

|                              |   | Gas         |   |   |          |   |   |           |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- | - | - | --------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |   |   | Corporate |   |   | Total      |  
|Revenues                      | $ | 299,047     |   | $ | 73,038   |   | $ | -         |   | $ | 372,085    |  
|Loss from operations          |   | (193,673    | ) |   | (73,595  | ) |   | (943,836  | ) |   | (1,211,104 | )
|Depreciation and amortization |   | 7,523       |   |   | 16,910   |   |   | 33,716    |   |   | 58,149     |  
|Total assets                  |   | 959,288     |   |   | 144,748  |   |   | 523,595   |   |   | 1,627,631  |  
|Capital expenditures          |   | -           |   |   | -        |   |   | -         |   |   | -          |  

As of and for the three months ended June 30, 2008:

|                              |   | Gas         |   |   |          |   |   |            |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |   |   | Corporate  |   |   | Total      |  
|Revenues                      | $ | 621,879     |   | $ | 131,665  |   | $ | -          |   | $ | 753,544    |  
|Loss from operations          |   | (139,362    | ) |   | (42,663  | ) |   | (1,917,724 | ) |   | (2,099,749 | )
|Depreciation and amortization |   | 13,730      |   |   | 15,178   |   |   | 44,380     |   |   | 73,288     |  
|Total assets                  |   | 1,577,367   |   |   | 326,128  |   |   | 1,321,182  |   |   | 3,224,677  |  
|Capital expenditures          |   | 29,036      |   |   | -        |   |   | 2,865      |   |   | 31,901     |  

As of and for the six months ended June 30, 2009:

|                              |   | Gas         |   |   |          |   |   |            |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |   |   | Corporate  |   |   | Total      |  
|Revenues                      | $ | 667,772     |   | $ | 273,912  |   | $ | -          |   | $ | 941,684    |  
|Loss from operations          |   | (357,398    | ) |   | (107,706 | ) |   | (1,749,198 | ) |   | (2,214,302 | )
|Depreciation and amortization |   | 15,296      |   |   | 33,634   |   |   | 67,060     |   |   | 115,990    |  
|Total assets                  |   | 959,288     |   |   | 144,748  |   |   | 523,595    |   |   | 1,627,631  |  
|Capital expenditures          |   | -           |   |   | -        |   |   | -          |   |   | -          |  

As of and for the six months ended June 30, 2008:

|                              |   | Gas         |   |   |          |   |   |            |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |   |   | Corporate  |   |   | Total      |  
|Revenues                      | $ | 1,300,870   |   | $ | 378,309  |   | $ | -          |   | $ | 1,679,179  |  
|Loss from operations          |   | (295,804    | ) |   | (70,723  | ) |   | (3,233,844 | ) |   | (3,600,371 | )
|Depreciation and amortization |   | 28,409      |   |   | 30,332   |   |   | 86,865     |   |   | 145,606    |  
|Total assets                  |   | 1,577,367   |   |   | 326,128  |   |   | 1,321,182  |   |   | 3,224,677  |  
|Capital expenditures          |   | 40,971      |   |   | 6,469    |   |   | 41,625     |   |   | 89,065     |  

F-5

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION OR PLAN OF OPERATION.

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.

Wescorp Energy Inc. is referred to herein as we,
  us, our, Wescorp, the Company
  or our Company.

5

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Overview

We are an oil and gas operations solution and engineering
company committed to acquiring, developing and commercializing technologies that
are designed to improve the management, environmental and economic performance
of field operations for oil and gas producers and to provide solutions to help
them overcome the tough operational challenges they face. To this end, our
primary business strategy is to acquire, fund and develop new systems and
technologies in our field through investments in companies or products for which
early stage product development has been completed, and to provide consulting
services with respect to these systems and technologies. We prefer investments
for which we can control the intellectual property of technologies that have
emerged from research and initial development and are essentially market-ready.
We also acquire companies with one or more technology products being developed
that can benefit from the financial, technical and business development
experience of our management to bring those products to market in a meaningful
manner after they have been fully developed. Among other strategies, we may
attempt to license or form third-party commercial partnerships based on these
acquired technologies.

In short, our goal is to generate enhanced capital appreciation
for our shareholders by continuing to acquire, develop, and commercialize timely
effective product solutions or strategic investment opportunities for
energy-related applications that generate real returns with above-average cash
flow and margins. To this end, we currently have investments in five projects,
including: (i) our subsidiary, Flowstar (as
defined below); (ii) our joint venture with Ellycrack (as defined below); (iii)
our Wescorp NAVIGATOR; (iv) our subsidiary Total Fluid Solutions Inc. (Total
Fluid); and (v) our subsidiary Raider Chemical Corporation (Raider).

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 produces advanced
natural gas and gas liquids measurement devices based on electronic flow meters
and advanced turbine measurement technology. Flowstar devices are
self-contained, energy-efficient flow computers with turndown ratios of 40:1 or
more for more precise flow measurements and volume calculations that are
installed directly to the wellhead. Currently, these products carry a one-year
warranty and have no right of return. There is no price protection plan in
place.

On September 11, 2007, we effectively completed an Agreement
and Plan of Merger (the Merger Agreement) with Strategic Decisions Sciences
USA Inc. (SDS) and Scott Shemwell, who was the sole shareholder of SDS and who
is our current Chief Operating Officer. The transaction was structured as a
merger of SDS into Wescorp (the Merger), with Wescorp remaining as the
surviving entity following the Merger. The technology developed by SDS is
operating as Wescorp Navigator, a division of Wescorp. It is a Houston-based
engineering business focused on providing process-driven consulting services to
help oil and gas operators improve the management, economics and environmental
performance of field operations. As part of our acquisition of SDS, we acquired
its NAVIGATOR Process Management Solution, a collaborative solution that manages
the interactions of people, processes and equipment in complex oil and gas field
operations. We believe that the Wescorp NAVIGATOR offers powerful, integrated,
field operations capability that we intend to use to drive the development,
commercialization and management of various aspects of field operations.
Specifically, the Wescorp NAVIGATOR can assist operators to manage field
complexities, especially in the areas of oil and gas flow measurement and
metering, environmental remediation and compliance, enhanced oil recovery,
unconventional oil and gas production, and field intelligence, including radio
frequency identification (RFID) tagging and implementation.

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 rights owned by Total
Fluid are for North America.) 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,
      owns a North American patent for certain oil- water separation technology.
      We are in the process of filing a provisional patent application for
      additional technology which we have developed in the same area. We also
      own all of the intellectual property rights for 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 patented
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

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|   | 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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                   
|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. Raider is currently making
      sales in Canada and is also evaluating possibly expanding operations into
      the US.                           

Our sources of revenue now include (a) continued revenues from
our subsidiary, Flowstar; (b) revenues from our subsidiary Wescorp Services
(Navigator) (c) revenues from our subsidiary, Raider and (d) revenues from our
subsidiary, Total Fluid.

Results for 2008 and the first six months of 2009 were not as
strong as anticipated due to the world wide financial situation, and
specifically, the sharp downturn in gas drilling and exploration. Performance
for Flowstar during the first six months of 2009 was below average. The Raider
division has shown encouraging sales considering the drilling market has been
slow. Wescorp Services (Navigator) is a new business with strong potential for
the future, but it may take some time for the sales to ramp-up.

Overall, the Company as a whole has yet to reach profitability
and during the first six months ended June 30, 2009, 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.

Although we are somewhat optimistic regarding our future
operations, based on our sales for the last three quarters of 2008, 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. Consequently, 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 continued expansion of Flowstar operations within our current markets
  and possibly into the United States;
- The business development and expansion of water and soil remediation
  technologies (Total Fluid and Raider), ;
- The potential acquisition of possible new technologies and businesses
  related to one or more of our existing strategic business units, with the
  intent that they would add value to our overall business almost immediately
  upon closing; 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 a highly
qualified and committed group of senior management and key personnel. As we
continue to grow and/or develop our business, the demands and skill sets of our
senior management may change. We intend to hire, as needed, new executives with
the skill sets and experience required to enhance those areas which require
specialized expertise.

Past Acquisitions

Flowstar and Flowray Terms of 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.

7

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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 2,080,000 additional shares of common
  stock of the Company (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).

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 pay the third party 1,000,000 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 an additional 80,000 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 issued 3,654,750 common shares to the third party.

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 became
effective in January 2008, as of August 12, 2009, we had not delivered the
Vasjar shares because we were involved in discussions with the former Vasjar
shareholders concerning the possibility of reaching a mutually acceptable
agreement regarding the number of free-trading shares for the Company to deliver
under Tranche 2, Stage Three. Under the terms of the agreement, without taking
into account the Companys position that the number of shares should be smaller,
the former Vasjar shareholders would be entitled to an additional 80,000 Wescorp
common shares for each month that the shares are not delivered. Because we were
unable to deliver these shares, plus the penalty shares, 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.

Investment in Ellycrack AS

Pursuant to a letter of intent dated February 10, 2004, Ellycrack
  AS (Ellycrack), of Florø, Norway, had granted Wescorp, or its
  subsidiary, options to acquire three separate exclusive territorial licenses
  in Canada, the United States and Mexico to make, use, copy, develop and exploit
  Ellycracks technology and intellectual property and to design, manufacture,
  market and sell products or systems derived from or utilizing Ellycracks
  technology or sublicense others to do the same in each territory.

8

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However, on September 28, 2004, Ellycrack and the Company signed
  the MOU to form a 50% / 50% Joint Venture to make, use, copy, develop and exploit
  Ellycrack's technology and intellectual property and to design, manufacture,
  market and sell products or systems derived from or utilizing Ellycrack's technology
  or sublicense others to do the same on a world-wide basis.

The MOU also provides for cancellation of the options to
purchase licenses in Canada, the United States and Mexico and the institution of
an obligation to build and operate a pilot plant in Canada to determine the
overall economics of the technology and, subject to the viability of these
economics, to market the technology on a worldwide basis. For further details
see our Current Report on Form 8-K filed with the SEC on September 28, 2004.

In addition to our interest in Ellycrack through the MOU
described above, the Company owns an aggregate of 724,000 shares of Ellycrack
representing approximately 13% of Ellycrack's outstanding shares.

Ellycrack has developed what is believed to be a cost effective
technology in which heavy oil can be upgraded to lighter more commercially
saleable oil via a low-energy mechanical cracking process which can be located
directly in a field environment. By upgrading heavy oil in the field, oil
companies can eliminate on-site storage tanks as well as the cost associated
with transporting heavy oil great distances to centralized upgraders. As
such, heavy oil can be transported directly to
a refinery.

Since Wescorps business relationship with Ellycrack A/S
started, Ellycrack has reported improved results in experiments with its test
rig. These experiments have been conducted by the prestigious Norwegian
research center SINTEF. Demonstration tests for several major oil companies were
done at Wescorps expense. This has resulted in current negotiations by
Ellycrack with two major companies, to conduct further testing in Canada at
their expense.

In accordance with the MOU with Ellycrack, Wescorp has worked
with Ellycrack on plans to develop a pilot plant. During the third quarter of
2005, we made various improvements to core technology within the Ellycrack
process in order to optimize it for the pilot plant and subsequent commercial
applications. As a result of those improvements, we scheduled tests for several
major energy producers who have requested a demonstration of the Ellycrack
process for possible consideration within their field operations as a commercial
application. Those improvements and tests were very successful, resulting in a
significant increase in the process upper limit of API upgrading. In 2005, we
hired a major engineering firm to prepare the design for a 50 to 200
barrel-per-day pilot plant utilizing the Ellycrack technology. This design was
completed in the first quarter of 2006. We have also hired an engineer who at
the appropriate time would serve as project manager for pilot plant fabrication
and to oversee Ellycrack-related operations.

We have moved the VISCOSITOR test rig from a research center
at Trondheim, Norway to Canada in order to develop the technology under
world-class Canadian heavy oil expertise for the commercialization effort. The
aim is to automate the test rig as an approximately 20-50 BOPD pilot plant, and
prove out longer term operation before seeking markets for the technology.

Acquisition and Business of Strategic Decision Sciences USA
Inc.

On September 11, 2007, we acquired SDS, a Houston-based
engineering firm focused on providing process-driven consulting and services to
help oil and gas operators improve the management, economics and environmental
performance of field operations. As part of our acquisition of SDS, we acquired
its NAVIGATOR Process Management Solution, a collaborative solution that manages
the interactions of people, processes and equipment in complex oil and gas field
operations. We believe that the Wescorp NAVIGATOR offers powerful, integrated,
field operations capability to drive the development, commercialization and
management of various aspects of field operators. Specifically, the Wescorp
NAVIGATOR can assist operators to manage field complexities, especially in the
areas of oil and gas flow measurement and metering, environmental remediation
and compliance, enhanced oil recovery, unconventional oil and gas production,
and field intelligence, including radio frequency identification (RFID)
tagging and implementation.

SDS focuses on the operations level and is committed to
assisting its clients to achieve operational excellence.

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,

9

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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), owns the world-wide rights to certain oil-water separation technology
in the oil and gas field. The Canadian patent rights expire in March 2011. We
have filed a provisional patent application for the worldwide oil and gas rights
for additional technology in the same area. We also own all of the intellectual
property rights for 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. 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 third technology, to remove salt
from the oilfield water, uses a low-energy process of flash distillation to
separate the salts from the water.

The Total Fluid field testing 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 below 10 parts per million.

We believe that all indications are 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 hoped that these demonstrations will lead to future
sales opportunities of the unit. We have signed our first sales order for one
unit with options for up to an additional 255 units over the next five
years.

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. The
parties currently are negotiating an agreement.

Wescorp has moved its initial H2Omaxx unit to Kansas
where it is in operation with an independent oil and gas company that also has
ordered a second unit. In addition, Wescorp has received an order for one
H2Omaxx unit and one HCXT unit from Western Canadian Oil Sands, Inc.
for use in Northern Alberta.

In addition, Wescorp and Cancen Oil Canada Corporation
(Cancen), an oilfield waste management and processing company based in western
Canada, have entered into a 50:50 joint venture agreement. Under the terms of
the joint venture agreement a combination of a minimum of 12 H2O Maxx water
units and HCXT Solids units will be strategically installed over the next 12
months at Cancens facilities to significantly increase efficiency and reduce
operating costs. As Cancen expands its operation it will be installing
additional units. In addition, the joint venture intends to build additional
portable units to provide remote onsite remediation for a number of Cancens
clients.

Wescorp and Cancen are completing an assessment of Cancens
facilities, and it is anticipated that by August 23, 2009 Cancen will post a
$1,000,000 irrevocable line of credit for the immediate construction of three
units to be deployed at Cancens facilities.

10

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Under the terms of the agreement, Wescorp will be responsible
for providing the intellectual property and technical support. Cancen will 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 H2O Maxx 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.

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. Raider is
currently making sales in Canada, and the US and has four new chemicals which
are being tested by prospective customers.

Operations Summary

Results from Operations  2009 Compared to 2008

Three Months Ended June 30, 2009 Compared to Three Months
Ended June 30, 2008

Revenues

Revenues during the quarter ended June 30, 2009 were $372,085,
compared to $753,544 for the quarter ended June 30, 2008, a decrease of 381,459,
or 102.5% . Revenues attributable to our wholly-owned subsidiary Flowstar were
$299,047 (2008 - $621,879) while revenues of Raider contributed $73,038 (2008 -
$131,665). This decrease is primarily attributed to the decline in the price of
natural gas which has resulted in the customers of Flowstar and Raider to either
defer or abandon plans to bring new wells into production. Problems continue to
be caused by reductions in well licensing, drilling activities, and capital
spending which still plague the Canadian natural gas industry. Based on
information published by the Canadian Association of Petroleum Producers, well
licensing is down 49.5% and well completions are down 58.9% for gas wells in the
quarter ended June 30, 2009 when compared to the same period for 2008 in the
province of Alberta, Canada.

Also contributing to the decrease in revenue is the decline in
the Canadian dollar relative to the US dollar. The average exchange rate for the
Canadian dollar compared to the US dollar decreased by approximately 13.3% for
the 2009 second quarter as compared with the same period of 2008. As virtually
all revenue is from sales to customers in Canada, the decrease in the exchange
rate had a significant impact on revenue for the six months ended June 30,
2009.

We continue to look for additional product offerings that will
further expand our existing product line, and to find new market niches for our
existing products. Flowstar has been focusing its sales efforts by identifying
applications and markets where its electronic flow measurement systems have
advantages over competing products in order to increase its market share in the
Canadian natural gas flow measurement market. We also intend to utilize existing
client and industry relationships to attract new customers. We believe that
these efforts will lead to increases in revenues in the future, but there is no
certainty that this will occur.

Cost of Sales

As a percentage of revenues, cost of sales for the quarter
ended June 30, 2009 increased to 64.2% versus 53.2% for the quarter ended June
30, 2008. A significant portion of the inventory is purchased from suppliers in
the U.S.A., and the cost of these goods has been higher when compared to the
prior year due to the change in the exchange rate as described above. In
addition, one of our major suppliers has increased the cost of its products
significantly. Given the depressed market in the Canadian natural gas industry
and the resulting decrease in drilling activity as described above, these costs
could not be passed on to our customers. Also, pricing of products was reduced
to try to stimulate demand. In addition, a portion of this increase can be
attributed to the slightly lower margins achieved in the sale of Raider products
versus those margins that are realized on the sale of Flowstar products and
having a higher percentage of the sales this quarter being contributed by
Raider.

Expenses

Operating expenses for the quarter ended June 30, 2009 were $1,344,136
  versus $2,452,768 for the quarter ended June 30, 2008, a decrease of $1,108,632.
  The largest decreases in our operating expenses were in research and development,
  wages and benefits, legal and accounting, interest accreted on financial instruments,
  wages  stock based, interest, finance and bank charges, and consulting
  as explained below.

11

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Costs for research and development dropped in the quarter ended
June 30, 2009 to $54,137 compared to the $480,089 incurred in the quarter
ended June 30, 2008. Most of this decrease can be attributed to a reduction in
the costs incurred to develop the H2Omaxx technology of Total Fluid.
Expenditures, net of grant funds received, on developing this technology were
only $52,476 for the three months ended June 30, 2009 while net costs of
$365,157 were incurred in the corresponding period in 2008. In addition there
was a reduction in costs associated with modifying the VISCOSITOR to be a 20 to
50 barrel-per-day pilot plant. With current efforts being concentrated on
completing development of the H2Omaxx technology, no resources were
committed to the development of the VISCOSITOR in the quarter ended June 30,
2009, for which costs incurred in the second quarter of 2008 totaled $106,207.
Two consulting contracts related to this project were terminated in the year
ended December 31, 2008 and therefore costs that had been incurred in the
quarter ended June 30, 2008 were not incurred in the quarter ended June 30,
2009.

Wages and benefits decreased to $434,647 during the quarter
ended June 30, 2009 versus $655,713 during the quarter ended June 30, 2008, a
decrease of $221,066. As most of the employees are paid in Canadian dollars, the
Company realized a significant decrease in payroll costs due to the decrease in
the Canadian dollar when compared to the US dollar as described above. Further
savings can be attributed to not replacing employees who left the Company and
the laying off of employees. In addition, commencing in October 2008 our Chief
Financial Officer, who resigned in August 2009, was no longer receiving any
compensation.

During the quarter ended June 30, 2008, 514,103 options to
purchase common shares pursuant to employment agreements for executive officers
vested and were valued at $143,000. In the same period for 2009 no options to
purchase common shares pursuant to employment agreements for executive officers
vested. Thus, the Company had a decrease of $143,000 in stock-based wages during
the three months ended June 30, 2009 compared to the three months ended June 30,
2008.

Legal and accounting costs for the three months ended June 30,
2009 were $14,943, which was a decrease of $159,889 compared to the
corresponding period of 2008. The decrease in 2009 is directly related to
decreased audit fees and lower legal fees required for compliance with various
regulatory filings, and for due diligence work undertaken with respect to
potential business acquisitions and other contracts.

To account for the issuance of the Companys $400,000
non-convertible debentures that include attached warrants in the fourth quarter
of the year ended December 31, 2007, a beneficial conversion feature of $100,000
was recorded as a debt discount and was amortized over the life of the
debenture. An additional $109,465 was recorded as a debt discount related to
debentures issued in 2008. As a result $64,110 in interest accretion related to
the debt discount was charged to operations in the three months ended June 30,
2008. In December 2007, an unsecured note (FEP Note), bearing interest at a
rate of 0.0%, in the amount of approximately $2,696,980 (CAD $2,665,000) was
issued. The fair value of this note was computed as $2,183,635 using an imputed
interest rate of 18.0% which was assumed to represent the incremental borrowing
rate of the Company. This resulted in $513,345 being recorded as a debt discount
which will be amortized over the life of the note. During the quarter ended June
30, 2008, amortization of $83,195 related to the debt discount on the note was
recorded. Total costs for the accretion of interest related to financial
instruments incurred in the quarter ended June 30, 2008 was $147,305 while no
costs were incurred in the quarter ended June 30, 2009 as there were no
financial instruments that required amortization of debt discounts outstanding
during that period.

We incurred interest, finance and bank charges of $135,248 for
the quarter ended June 30, 2009 compared to $271,721 incurred during the quarter
ended June 30, 2008. Most of the decrease can be attributed to the reduction in
interest-bearing debt from $4,827,802 at June 30, 2008 to $3,994,875 at June 30,
2009. In addition, financing fees of $25,192 were incurred in the three months
ended June 30, 2009 versus the $40,000 incurred in the quarter ended June 30,
2008.

Consulting fees incurred in the quarter ended June 30, 2009 in
the amount of $58,897 were $46,204 lower than the $105,101 incurred in the same
period for 2008. This decrease is a direct result of having fewer contracts with
consultants in the three months ended June 30, 2009 when compared to the same
period in 2008. The costs associated with the new consulting contracts that did
not exist in the second quarter of 2008 were for lower amounts than those that
have terminated since June 30, 2008.

Office expenses for the quarter ended June 30, 2009 were
$145,472 compared to $175,475 for the quarter ended June 30, 2008. The decrease
of $30,003 is a direct result of the decreased cost of rental space for the
office in Houston, Texas, and decreased spending for the operations of Wescorp
Navigator. As a greater portion of the office expenses in the current period
were incurred in Canadian dollars instead of US dollars, some additional savings
were also realized by the reduction in the exchange rate for the Canadian
dollar.

Travel expenses during the quarter ended June 30, 2009 decreased
  by $16,937 versus the quarter ended June 30, 2008, a direct result of reduced
  marketing of Wescorp Navigator, Wescorp, and Flowstar in international markets
  and decreased activity in the Ellycrack project.

12

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Due to the downturn in the Alberta natural gas market there has
  been less activity in Flowstar resulting in a corresponding decrease in travel
  costs for that division. Travel costs for Flowstar decreased to $19,322 in the
  quarter ended June 30, 2009 versus the $34,830 incurred in the same period for
  2008. As a greater portion of the travel expenses in the current period were
  incurred in Canadian dollars instead of US dollars, some additional savings
  were also realized by the reduction in the exchange rate for the Canadian dollar.

Depreciation and amortization expense for the quarter ended
June 30, 2009 was $58,149 versus $73,288 for the quarter ended June 30, 2008, a
decrease of $15,139. This decrease was a direct result of having fully
depreciated property and equipment as at December 31, 2008 that were still being
utilized by the Company in the second quarter of 2009. The value of property and
equipment that was not fully depreciated at June 30, 2008 was higher than at
June 30, 2009.

In order to strengthen the Board of Directors, the Company
decided to compensate outside directors in the form of shares commencing on
April 1, 2006. During the quarter ended June 30, 2009, the Company incurred
$14,247 in directors fees compared to $18,434 for the same period in 2008. The
lower costs are a direct result of a slight decrease in the market price of
Wescorp shares.

Insurance expense for the quarter ended June 30, 2009 was
$31,074 compared to $33,924 for the quarter ended June 30, 2008. The decrease is
due to a reduction in our premium for our comprehensive insurance partially
offset by a slight increase in our directors and officers liability insurance.

The above decreases were partially offset by an increase in
stock-based advertising and investor relations costs. During the quarter ended
June 30, 2009, 600,000 options to purchase common shares pursuant to investor
relations agreements vested and were valued at $226,600. In the same period for
2008, no options to purchase common shares pursuant to investor relations
agreements vested. Thus, the Company had an increase of $226,600 in stock-based
advertising and investor relations costs during the three months ended June 30,
2009 when compared to the three months ended June 30, 2008.

Advertising and investor relations expenses increased by
$13,773 to $86,892 for the quarter ended June 30, 2009 versus $73,119 reported
for the quarter ended June 30, 2008. This increase is a direct result of the
amount reported in the 2008 figures being decreased due to the cancelling, in
the second quarter, of an investor relations contract that was entered into in
the first quarter of 2008. This resulted in a credit of approximately $30,000
being recorded as a reduction in investor relations fees for the second quarter
of 2008. Costs that were incurred in the second quarter of 2009 for promotion of
the Wescorp Navigator, Flowstar, and Total Fluid product offerings were less
than those incurred in the same period of 2008.

Other Income and Expenses

For the quarter ended June 30, 2009, other expenses have
increased by $123,838 from the same period in 2008.

We did not deliver free-trading shares called for under Tranche
2, Stage Three of the agreement to acquire Vasjar. Under the terms of the
agreement we are required to pay the former Vasjar shareholders an additional
2,608,209 Wescorp common shares for the three months ended June 30, 2009. This
resulted in an accrual of $327,870 being recorded for the quarter ended June 30,
2009, (June 30, 2008 - $272,790) which reflects the increase in shares needed to
be delivered and the closing trading price of Wescorp shares as at June 30,
2009.

The foreign currency loss of $37,207 for the quarter ended June
30, 2009 is a direct result of the Canadian dollar being slightly stronger than
the U.S. dollar at June 30, 2009 when compared to March 31, 2009. Many payables
are denominated in Canadian dollars and as that currency strengthens exchange
losses result when payables are settled. The foreign currency gain of $16,200
for the quarter ended June 30, 2008 was a direct result of the stronger Canadian
dollar on Wescorps short-tem investment of approximately $1,478,400 denominated
in Canadian dollars which increased in value as the Canadian dollar strengthened
against the U.S. dollar. The gain in the quarter ended June 30, 2008 was
partially offset by the effect of the stronger Canadian dollar on the Companys
payables denominated in Canadian dollars.

Interest income for the three months ended June 30, 2008 is directly
  related to the short-term investment made in June 2007. This short-term investment
  was redeemed in June of 2008; therefore no corresponding interest income was
  earned in the same period for 2009.

The gain on the disposal of assets is the direct result of
disposing of assets that were completely depreciated and no longer being
utilized by the Company during the quarter ended June 30, 2009.

13

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Net Loss

The net loss for the quarter ended June 30, 2009 of $1,569,303
compared to a net loss of $2,334,110 for 2008 is due to the net effect of the
decrease in operating expenses of $1,108,632, partially offset by the decrease
in gross profit of $219,987 and an increase of $123,838 in other expenses, as
explained above.

Six Months Ended June 30, 2009 Compared to Six Months Ended
June 30, 2008

Revenues

Revenues during the six months ended June 30, 2009 were
$941,684 compared to $1,679,179 for the six months ended June 30, 2008, a
decrease of $737,495, or 43.9% . Revenues attributable to our wholly-owned
subsidiary Flowstar were $667,772 (2008 - $1,300,870) while revenues of Raider
contributed $273,912 (2008 - $378,309). This decrease is primarily attributed to
the decline in the price of natural gas which has resulted in the customers of
Flowstar to either defer or abandon plans to bring new wells into production.
Problems continue to be caused by reductions in well licensing, drilling
activities, and capital spending which still plague the Canadian natural gas
industry. Based on information published by the Canadian Association of
Petroleum Producers, well licensing is down 49.0% and well completions are down
43.3% for gas wells in the first six months of 2009 when compared to the same
period for 2008 in the province of Alberta, Canada.

Also contributing to the decrease in revenue is the decline in
the Canadian dollar relative to the US dollar. The average exchange rate for the
Canadian dollar compared to the US dollar decreased by approximately 16.3% for
the six months ended June 30, 2009 as compared with the same period of the prior
year. As virtually all revenue is from sales to customers in Canada, the
decrease in the exchange rate had a significant impact on revenue for the six
months ended June 30, 2009.

We continue to look for additional product offerings that will
further expand our existing product line, and to find new market niches for our
existing products. Flowstar has been focusing its sales efforts by identifying
applications and markets where its electronic flow measurement systems have
advantages over competing products in order to increase its market share in the
Canadian natural gas flow measurement market. We also intend to utilize existing
client and industry relationships to attract new customers. We believe that
these efforts will lead to increases in revenues in the future, but there is no
certainty that this will occur.

Cost of Sales

As a percentage of revenues, cost of sales for the six months
ended June 30, 2009 increased to 64.5% versus 53.3% for the six months ended
June 30, 2008. A significant portion of the inventory is purchased from
suppliers in the U.S.A., and the cost of these goods has been higher when
compared to the prior year due to the change in the exchange rate as described
above. In addition, one of our major suppliers has increased the cost of its
products significantly. Given the depressed market in the Canadian natural gas
industry and the resulting decrease in drilling activity as described above,
these costs could not be passed on to our customers. Also, pricing of products
was reduced to try to stimulate demand. In addition, a portion of this increase
can be attributed to the slightly lower margins achieved in the sale of Raider
products versus those margins that are realized on the sale of Flowstar products
and having a higher percentage of the sales in this six-month period being
contributed by Raider.

Expenses

Operating expenses for the six months ended June 30, 2009 were
$2,548,491 versus $4,384,704 for the six months ended June 30, 2008, a decrease
of $1,836,213. The largest decreases in our operating expenses were in research
and development, wages and benefits, interest accreted on financial instruments,
legal and accounting, advertising and investor relations, interest, finance and
bank charges, stock-based wages, travel, office, and consulting as explained
below.

Costs for research and development dropped in the six months
ended June 30, 2009 to $80,938 compared to the $523,690 incurred in the six
months ended June 30, 2008. Most of this decrease can be attributed to a
reduction in the costs incurred to develop the H2Omaxx technology of
Total Fluid. Expenditures, net of grant funds received, on developing this
technology were only $84,384 for the six months ended June 30, 2009 while net
costs of $240,648 were incurred in the corresponding period in 2008. In addition
there was a reduction in costs associated with modifying the VISCOSITOR to be a
20 to 50 barrel-per-day pilot plant. With current efforts being concentrated on
completing development of the H2Omaxx technology, no resources were
committed to the development of the VISCOSITOR in the six months ended June 30,
2009 while costs incurred in the six months ended June 30, 2008 totaled
$267,225. Two consulting contracts related to this project were terminated in
the year ended December 31, 2008 and therefore costs that had been incurred in
the six months ended June 30, 2008 were not incurred in the six months ended
June 30, 2009.

14

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Wages and benefits decreased to $924,211 during the six months
ended June 30, 2009 versus $1,301,227 during the six months ended June 30, 2008,
a decrease of $377,016. As most of the employees are paid in Canadian dollars,
the Company realized a significant decrease in payroll costs due to the decrease
in the Canadian dollar when compared to the US dollar as described above.
Further savings can be attributed to not replacing employees who left the
Company and the laying off of employees. In addition, commencing in October 2008
our Chief Financial Officer, who resigned in August 2009, is no longer receiving
any compensation.

To account for the issuance of the Companys $400,000
non-convertible debentures that include attached warrants in the fourth quarter
of the year ended December 31, 2007, a beneficial conversion feature of $100,000
was recorded as a debt discount and was amortized over the life of the
debenture. An additional $109,465 was recorded as a debt discount related to
debentures issued in 2008. As a result $120,360 in interest accretion related to
the debt discount was charged to operations in the six months ended June 30,
2008. In December 2007, an unsecured note (FEP Note), bearing interest at a
rate of 0.0%, in the amount of approximately $2,696,980 (CAD $2,665,000) was
issued. The fair value of this note was computed as $2,183,635 using an imputed
interest rate of 18.0% which was assumed to represent the incremental borrowing
rate of the Company. This resulted in $513,345 being recorded as a debt discount
which will be amortized over the life of the note. During the six months ended
June 30, 2008, amortization of $177,562 related to the debt discount on the note
was recorded. Total costs for the accretion of interest related to financial
instruments incurred in the six months ended June 30, 2008 was $297,922 while no
costs were incurred in the six months ended June 30, 2009 as there were no
financial instruments that required amortization of debt discounts outstanding
during that period.

Legal and accounting costs for the six months ended June 30,
2009 were $76,743, which was a decrease of $189,533 compared to the
corresponding period of 2008. The decrease in 2009 is directly related to
decreased audit fees and lower legal fees required for compliance with various
regulatory filings, and for due diligence work undertaken with respect to
potential business acquisitions and other contracts. These decreases were offset
by partially higher costs related to SOX 404 compliance.

Advertising and investor relations expenses decreased by
$175,574 to $139,651 for the six months ended June 30, 2009 versus $315,225
reported for the six months ended June 30, 2008. This decrease is a direct
result of significant costs that were incurred in the first six months,
particularly in the first quarter, of 2008 for brand imaging and extensive
promotion of the Wescorp Navigator and Flowstar product offerings were not
incurred in 2009. In addition, the contracts for investor relations consulting
services in the six months ended June 30, 2009 were for lower amounts than the
contracts that existed during the six months ended June 30, 2008.

We incurred interest, finance and bank charges of $249,136 for
the six months ended June 30, 2009 compared to $405,073 incurred during the six
months ended June 30, 2008. Most of the decrease can be attributed to the
reduction in interest-bearing debt from $4,827,802 at June 30, 2008 to
$3,994,875 at June 30, 2009. In addition, financing fees of $25,192 were
incurred in the six months ended June 30, 2009 versus the $92,196 incurred in
the six months ended June 30, 2008.

During the six months ended June 30, 2009, 100,000 options to
purchase common shares pursuant to employment agreements for executive officers
vested and were valued at $35,500. In the same period for 2008, 573,627 options
to purchase common shares pursuant to employment agreements for executive
officers vested and were valued at $157,600. Thus, the Company had a decrease of
$122,100 in stock-based wages during the six months ended June 30, 2009 compared
to the six months ended June 30, 2008.

Travel expenses during the six months ended June 30, 2009
decreased by $103,510 versus the six months ended June 30, 2008, a direct result
of reduced marketing of Wescorp Navigator, Wescorp, and Flowstar in
international markets and decreased activity in the Ellycrack project. Travel
costs for Total Fluid decreased to $29,740 in the six months ended June 30, 2009
versus the $41,940 incurred in the same period for 2008. Due to the downturn in
the Alberta natural gas market, there has been less activity in Flowstar
resulting in a corresponding decrease in travel costs for that division. Travel
costs for Flowstar decreased to $40,443 in the six months ended June 30, 2009
versus the $56,592 incurred in the same period for 2008. As a greater portion of
the travel expenses in the current period were incurred in Canadian dollars
instead of US dollars, some additional savings were also realized by the
reduction in the exchange rate for the Canadian dollar.

Office expenses for the six months ended June 30, 2009 were
$268,405 compared to $359,600 for the six months ended June 30, 2008. The
decrease of $91,195 is a direct result of the decreased cost of rental space for
the office in Houston, Texas, and decreased spending for the operations of
Wescorp Navigator and reductions in cellular telephone charges due to decreases
in travel outside of North America. As a greater portion of the office expenses
in the current period were incurred in Canadian dollars instead of US dollars
some additional savings were also realized by the reduction in the exchange rate
for the Canadian dollar.

Consulting fees incurred in the current six month period in the
  amount of $211,453 were $56,519 lower than the $267,972 incurred in the same
  period for 2008. This decrease is a direct result of having fewer contracts
  with consultants in the six months ended June 30, 2009 when compared to the
  same period in 2008. The costs associated with the new consulting contracts
  that did not exist in the first six months of 2008 were for lower amounts than
  those that have terminated since June 30, 2008. Included in the costs for consulting
  in the six months ended June 30, 2009 was $99,900 for the value of shares issued
  pursuant to consulting agreements. Only $14,333 in corresponding costs for consulting
  fees paid with shares were incurred in the six months ended June 30, 2008.

15

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Depreciation and amortization expense for the six months ended
June 30, 2009 was $115,990 versus $145,606 for the six months ended June 30,
2008, a decrease of $29,616. This decrease was a direct result of having fully
depreciated property and equipment as at December 31, 2008 that were still being
utilized by the Company in the first six months of 2009. The value of property
and equipment that was not fully depreciated at June 30, 2008 was higher than at
June 30, 2009.

Insurance expense for the six months ended June 30, 2009 was
$59,322 compared to $71,550 for the six months ended June 30, 2008. The decrease
is due to a reduction in our premium for our comprehensive insurance partially
offset by a slight increase in our directors and officers liability insurance.

The above decreases were partially offset by an increase in
stock-based advertising and investor relations costs. During the six months
ended June 30, 2009, 600,000 options to purchase common shares pursuant to
investor relations agreements vested and were valued at $226,600. In the same
period for 2008, no options to purchase common shares pursuant to investor
relations agreements vested. Thus, the Company had an increase of $226,600 in
stock-based advertising and investor relations costs during the six months ended
June 30, 2009 when compared to the six months ended June 30, 2008.

Other Income and Expenses

For the six months ended June 30, 2009, other expenses have
increased by $331,531 from the same period in 2008. 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 Vasjar. Under the terms of the
agreement we are required to pay the former Vasjar shareholders an additional
4,567,795 Wescorp common shares for the six months ended June 30, 2009. This
resulted in an accrual of $769,725 being recorded for the six months ended June
30, 2009, (June 30, 2008 - $513,304) which reflects the increase in shares
needed to be delivered and the closing trading price of Wescorp shares as at
June 30, 2009.

The foreign currency loss of $34,655 for the six months ended
June 30, 2009 is a direct result of the Canadian dollar being slightly stronger
than the U.S. dollar at June 30, 2009 when compared to December 31, 2008. Many
payables are denominated in Canadian dollars and as that currency strengthens
exchange losses result when payables are settled. The foreign currency loss of
$38,799 for the six months ended June 30, 2008 was a direct result of the
Canadian dollar being weaker than the U.S. dollar at June 30, 2008 when compared
to December 31, 2007. Wescorp had a short-tem investment, redeemed in June 2008,
of approximately $1,478,400 denominated in Canadian dollars which decreased in
value as the Canadian dollar weakened against the U.S. dollar. Some of the
losses incurred in 2008 were offset, as many payables were denominated in
Canadian dollars and as that currency weakened, exchange gains resulted when the
payables were settled.

Interest income for the six months ended June 30, 2008 is directly
  related to the short-term investment made in June 2007. This short-term investment
  was redeemed in June of 2008; therefore no corresponding interest income was
  earned in the same period for 2009.

The gain on the disposal of assets is the direct result of
disposing of assets that were completely depreciated and no longer being
utilized by the Company during the six months ended June 30, 2009.

The gain on the disposal of investment for the six months ended
June 30, 2008 is the direct result of disposing of 4.5% of the investment in
Tarblaster AS.

Net Loss

The net loss for the six months ended June 30, 2009, of $
$3,011,804 compared to a net loss of $4,066,342 for 2008 is due to the net
effect of the decrease in operating expenses of $1,836,213, partially offset by
the decrease in gross profit of $450,144 and an increase of $331,531 in other
expenses, as explained 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, and collection of
trade accounts receivable are our only existing sources of liquidity. In the
event that we do not achieve positive cash flow

16

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from operations in 2009, 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 Flowstar once we redeem or effect the conversion of the outstanding
short-term convertible debenture to equity as noted herein.

We are also currently in the process of pursuing financing for
our 2009 operations and investment plan. Our total anticipated funding
requirement through the end of 2009 is estimated to be approximatelythree million dollars. 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 or on acceptable terms.

We anticipate that the most likely major purchases of capital
assets in the next 12 months will be the expansion of Flowstar operations into
the United States, the potential acquisition of one or more new businesses
and/or technologies, and the costs of developing and marketing the next in the
series of environmental remediation technologies acquired in late 2007. However,
there may be some small purchases of office equipment and shop equipment as
required.

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 4T. 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 June 30, 2009, 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.

PART II - OTHER INFORMATION

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.)                                                                                         

17

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|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.)                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                              
|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.)                                                                                                                         

18

---

|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.)                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                            
|10.1    | Hypothecation
        Agreement dated as of July 6, 2004 between the Company, the Trustee of
        the Epitihia Trust and Yearwood & Boyce. (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.)                               
|        |                                                                                                                                                                                                                                                                                                                                            
|10.2    | Hypothecation
        Agreement dated as of July 6, 2004 between the Company, the Trustee of
        the Abuelo Trust and Yearwood & Boyce. (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.)                                 
|        |                                                                                                                                                                                                                                                                                                                                            
|10.3    | License Agreement
        dated and effective December 1, 2001 between Flowray and Flowstar Technologies,
        Inc. (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.)                                                                   
|        |                                                                                                                                                                                                                                                                                                                                            
|10.4    | Memorandum of
        Understanding, dated as of September 21, 2004 between the Company and
        Ellycrack AS (Incorporated by reference to Form 8-K filed on September
        23, 2004.)                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                            
|10.5 ** | Employment Agreement
        dated as of September 1, 2007 by and among the Company and Douglas Biles
        (Incorporated by reference to Form 8-K filed on September 21, 2007.)                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                            
|10.6    | Letter Agreement,
        dated as of November 22, 2006, between the Company and Jack Huber (Incorporated
        by reference to the Companys Annual Report on Form 10-KSB filed
        with the Commission on April 11, 2007, File No. 000-30095.)                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                            
|10.7 ** | Employment Agreement
        dated as of September 1, 2007 between the Company and Scott Shemwell (Incorporated
        by reference to Form 8-K filed on September 21, 2007.)                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                            
|10.8 ** | Consulting Agreement
        dated as of September 1, 2007 between the Company and Steve Cowper (Incorporated
        by reference to Form 8-K filed on September 21, 2007.)                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                            
|10.9    | Asset Purchase
        Agreement, dated as of December 18, 2007, by and among Wescorp Technologies
        Ltd., FEP Services Inc., Kyle Plante and Norman Plante (Incorporated by
        reference to Form 8-K filed on December 21, 2007.)                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                            
|10.10   | September 13,
        2007 Letter Agreement between the Company and Jack Huber regarding the
        retirement of certain debt. (Incorporated by reference to the Companys
        Annual Report on Form 10-KSB filed with the Commission on May 15, 2008,
        File No. 000-30095.)                                                  
|        |                                                                                                                                                                                                                                                                                                                                            
|10.11   | December 19,
        2007 Letter Agreement between the Company and Jack Huber regarding the
        retirement of certain debt. (Incorporated by reference to the Companys
        Annual Report on Form 10-KSB filed with the Commission on May 15, 2008,
        File No. 000-30095.)                                                   
|        |                                                                                                                                                                                                                                                                                                                                            
|31.1*   | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                         

19

---

|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.

** Management contracts or compensatory plans or
arrangements.

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: August 13, 2009 | By: /s/ Douglas Biles                       
|                      | Douglas Biles                               
|                      | Chief Executive Officer                     
|                      | (Principal Executive Officer)               
|                      |                                             
|Date: August 13, 2009 | By: /s / Blaine Miciak                      
|                      | Blaine Miciak                               
|                      | Chief Financial Officer                     
|                      | (Principal Financial and Accounting Officer)

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.)                                                                             

20

---

|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.)                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                            
|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.)                                                                                                                                              

21

---

|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.)                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                             
|10.1    | Hypothecation
        Agreement dated as of July 6, 2004 between the Company, the Trustee of
        the Epitihia Trust and Yearwood & Boyce. (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.)
|        |                                                                                                                                                                                                                                                                                                             
|10.2    | Hypothecation
        Agreement dated as of July 6, 2004 between the Company, the Trustee of
        the Abuelo Trust and Yearwood & Boyce. (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.)  
|        |                                                                                                                                                                                                                                                                                                             
|10.3    | License Agreement
        dated and effective December 1, 2001 between Flowray and Flowstar Technologies,
        Inc. (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.)                                     
|        |                                                                                                                                                                                                                                                                                                             
|10.4    | Memorandum of
        Understanding, dated as of September 21, 2004 between the Company and
        Ellycrack AS (Incorporated by reference to Form 8-K filed on September
        23, 2004.)                                                                                                               
|        |                                                                                                                                                                                                                                                                                                             
|10.5 ** | Employment Agreement
        dated as of September 1, 2007 by and among the Company and Douglas Biles
        (Incorporated by reference to Form 8-K filed on September 21, 2007.)                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                             
|10.6    | Letter Agreement,
        dated as of November 22, 2006, between the Company and Jack Huber (Incorporated
        by reference to the Companys Annual Report on Form 10-KSB filed
        with the Commission on April 11, 2007, File No. 000-30095.)                                                      
|        |                                                                                                                                                                                                                                                                                                             
|10.7 ** | Employment Agreement
        dated as of September 1, 2007 between the Company and Scott Shemwell (Incorporated
        by reference to Form 8-K filed on September 21, 2007.)                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                             
|10.8 ** | Consulting Agreement
        dated as of September 1, 2007 between the Company and Steve Cowper (Incorporated
        by reference to Form 8-K filed on September 21, 2007.)                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                             
|10.9    | Asset Purchase
        Agreement, dated as of December 18, 2007, by and among Wescorp Technologies
        Ltd., FEP Services Inc., Kyle Plante and Norman Plante (Incorporated by
        reference to Form 8-K filed on December 21, 2007.)                                                               
|        |                                                                                                                                                                                                                                                                                                             
|10.10   | September 13,
        2007 Letter Agreement between the Company and Jack Huber regarding the
        retirement of certain debt. (Incorporated by reference to the Companys
        Annual Report on Form 10-KSB filed with the Commission on May 15, 2008,
        File No. 000-30095.)                   
|        |                                                                                                                                                                                                                                                                                                             
|10.11   | December 19,
        2007 Letter Agreement between the Company and Jack Huber regarding the
        retirement of certain debt. (Incorporated by reference to the Companys
        Annual Report on Form 10-KSB filed with the Commission on May 15, 2008,
        File No. 000-30095.)                    
|        |                                                                                                                                                                                                                                                                                                             
|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.                                                  
|-- | -----------------------------------------------------------------
|   |                                                                  
|** | Management contracts or compensatory plans or
      arrangements.

22

---