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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 September 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 | Small reporting company X   
|company)                                                             |                             

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

Number of shares outstanding of the registrant's class of common
  stock as of November 12, 2009 was 90,907,557.

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;

2

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- IF ACQUISITIONS ARE COMPLETED, THEY MAY BE UNSUCCESSFUL FOR TECHNICAL,
  ECONOMIC, OR OTHER REASONS; AND
- 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.

3

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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 SEPTEMBER 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     | 18                                                                                                      
|                                     | Item
      6. Exhibits                                                                                  
|                                     | SIGNATURES                                                                                              

4

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

5

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|WESCORP ENERGY INC.        
|---------------------------
|CONSOLIDATED BALANCE SHEETS

|                                                           |   | September 30, |   |   | December 31, |  
|---------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                           |   | 2009          |   |   | 2008         |  
|                                                           |   | (Unaudited)   |   |   |              |  
|ASSETS                                                     |   |               |   |   |              |  
|CURRENT ASSETS                                             |   |               |   |   |              |  
|Cash                                                       | $ | 64,217        |   | $ | 429,171      |  
|Accounts receivable                                        |   | 372,006       |   |   | 992,105      |  
|Inventories                                                |   | 407,048       |   |   | 621,353      |  
|Prepaid expenses                                           |   | 200,204       |   |   | 193,951      |  
|TOTAL
      CURRENT ASSETS                                 |   | 1,043,475     |   |   | 2,236,580    |  
|                                                           |   |               |   |   |              |  
|EQUIPMENT                                                  |   | 556,876       |   |   | 731,335      |  
|                                                           |   |               |   |   |              |  
|OTHER ASSETS                                               |   |               |   |   |              |  
|Investments                                                |   | 29,592        |   |   | 29,592       |  
|                                                           |   |               |   |   |              |  
|TOTAL ASSETS                                               | $ | 1,629,943     |   | $ | 2,997,507    |  
|                                                           |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                      |   |               |   |   |              |  
|CURRENT LIABILITIES                                        |   |               |   |   |              |  
|Bank indebtedness                                          | $ | 27,261        |   | $ | -            |  
|Accounts payable and accrued liabilities                   |   | 2,136,069     |   |   | 2,770,933    |  
|Current portion of notes payable                           |   | 333,678       |   |   | 1,290,550    |  
|Agreement payable                                          |   | 3,769,071     |   |   | 2,190,474    |  
|Due to related parties                                     |   | 101,397       |   |   | 201,397      |  
|Related party note payable                                 |   | 1,924,681     |   |   | 1,924,681    |  
|Convertible debenture                                      |   | -             |   |   | 2,250,000    |  
|Debentures payable                                         |   | 303,223       |   |   | 382,905      |  
|TOTAL CURRENT LIABILITIES                                  |   | 8,595,380     |   |   | 11,010,940   |  
|                                                           |   |               |   |   |              |  
|NOTES PAYABLE, net of current
      portion                |   | 1,546,545     |   |   | 16,708       |  
|                                                           |   |               |   |   |              |  
|DUE TO RELATED PARTY, net
      of current portion         |   | 116,877       |   |   | -            |  
|                                                           |   |               |   |   |              |  
|STOCKHOLDERS' DEFICIT                                      |   |               |   |   |              |  
|Preferred stock, 50,000,000 shares authorized,             |   |               |   |   |              |  
|par value; no shares
      issued                          |   |               |   |   |              |  
|Common stock, 250,000,000 shares
      authorized, $0.0001 |   |               |   |  
|par
      value; 90,507,557 and 88,152,557 shares          |   |               |   |  
|issued
      and outstanding, respectively                 |   | 9,052         |   |   | 8,815        |  
|Additional paid-in capital                                 |   | 40,483,249    |   |   | 38,745,266   |  
|Deferred compensation                                      |   | (43,217       | ) |   | (57,418      | )
|Warrant subscriptions                                      |   | 365,386       |   |   | 166,462      |  
|Subscription receivable                                    |   | (22,500       | ) |   | (22,500      | )
|Shares issuable                                            |   | 1,401,164     |   |   | 188,664      |  
|Accumulated other comprehensive income                     |   | 83,567        |   |   | 78,328       |  
|Accumulated deficit                                        |   | (50,905,560   | ) |   | (47,137,758  | )
|                                                           |   | (8,628,859    | ) |   | (8,030,141   | )
|                                                           |   |               |   |   |              |  
|TOTAL LIABILITIES AND                                      |   |               |   |   |              |  
|STOCKHOLDERS'
      DEFICIT                                | $ | 1,629,943     |   | $ | 2,997,507    |  

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

---

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

|                                                            |   | Three Months Ended September
      30, |   |   | Nine Months Ended September
      30, |  
|----------------------------------------------------------- | - | -------------------------------------- | - | - | ------------------------------------- | -
|                                                            |   | 2009                                   |   |   | 2008                                  |  
|                                                            |   |                                        |   |   |                                       |  
|REVENUES                                                    | $ | 639,999                                |   | $ | 1,414,976                             |  
|                                                            |   |                                        |   |   |                                       |  
|COST OF SALES                                               |   | 429,506                                |   |   | 890,732                               |  
|                                                            |   |                                        |   |   |                                       |  
|GROSS PROFIT                                                |   | 210,493                                |   |   | 524,244                               |  
|                                                            |   |                                        |   |   |                                       |  
|EXPENSES                                                    |   |                                        |   |   |                                       |  
|Wages and benefits                                          |   | 394,084                                |   |   | 609,115                               |  
|Wages stock based                                           |   | 161,600                                |   |   | 219,600                               |  
|Consulting 3                                                |   | 202,784                                |   |   | 169,365                               |  
|Research and development                                    |   | 43,936                                 |   |   | 271,379                               |  
|Office                                                      |   | 137,728                                |   |   | 193,836                               |  
|Advertising and
      investor relations                    |   | 63,269                                 |   |   | 226,060                               |  
|Advertising and investor relations
      - stock based      |   | 35,600                                 |   |   | -                                     |  
|Travel                                                      |   | 85,911                                 |   |   | 108,520                               |  
|Legal and accounting                                        |   | 97,894                                 |   |   | 33,743                                |  
|Insurance                                                   |   | 30,311                                 |   |   | 32,408                                |  
|Depreciation and amortization                               |   | 58,469                                 |   |   | 73,184                                |  
|Interest, finance
      and bank charges                    |   | 107,304                                |   |   | 129,682                               |  
|Directors fees                                              |   | 15,186                                 |   |   | (50                                   | )
|Interest accreted
      on financial instruments            |   | 108,900                                |   |   | 77,273                                |  
|TOTAL
      OPERATING EXPENSES                              |   | 1,542,976                              |   |   | 2,144,115                             |  
|                                                            |   |                                        |   |   |                                       |  
|LOSS FROM OPERATIONS                                        |   | (1,332,483                             | ) |   | (1,619,871                            | )
|                                                            |   |                                        |   |   |                                       |  
|OTHER INCOME (EXPENSE)                                      |   |                                        |   |   |                                       |  
|Penalty for late
      delivery of shares                   |   | (888,872                               | ) |   | (248,996                              | )
|Foreign currency translation gain
      (loss)              |   | (57,154                                | ) |   | 27,142                                |  
|Interest and other
      income                             |   | -                                      |   |   | 258                                   |  
|Gain on settlement of debt                                  |   | 1,522,515                              |   |   | -                                     |  
|Gain on disposal
      of investment                        |   | -                                      |   |   | -                                     |  
|Gain on disposition of assets                               |   | -                                      |   |   | -                                     |  
|TOTAL OTHER INCOME (EXPENSE)                                |   | 576,489                                |   |   | (221,596                              | )
|                                                            |   |                                        |   |   |                                       |  
|NET LOSS                                                    | $ | (755,994                               | ) | $ | (1,841,467                            | )
|                                                            |   |                                        |   |   |                                       |  
|OTHER COMPREHENSIVE INCOME (LOSS)                           |   |                                        |   |   |                                       |  
|Foreign currency translation gain
      (loss)              |   | 10,979                                 |   |   | 9,403                                 |  
|Unrealized gain
      on adjustment of agreement payable to |   |                                        |   |   |                                       |  
|fair market value                                           |   | 4,000                                  |   |   | 40,000                                |  
|                                                            |   | 14,979                                 |   |   | 49,403                                |  
|                                                            |   |                                        |   |   |                                       |  
|COMPREHENSIVE LOSS                                          | $ | (741,015                               | ) | $ | (1,792,064                            | )
|                                                            |   |                                        |   |   |                                       |  
|BASIC AND DILUTED NET LOSS PER SHARE                        | $ | (0.01                                  | ) | $ | (0.02                                 | )
|                                                            |   |                                        |   |   |                                       |  
|WEIGHTED AVERAGE NUMBER COMMON SHARES                       |   |                                        |   |   |                                       |  
|OUTSTANDING - BASIC AND DILUTED                             |   | 90,477,666                             |   |   | 80,094,865                            |  

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

---

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

|                                                                          |   | Nine Months Ended September 30, |  
|------------------------------------------------------------------------- | - | ------------------------------- | -
|                                                                          |   | 2009                            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |   |                                 |  
|Net loss                                                                  | $ | (3,767,802                      | )
|Adjustments to reconcile net loss                                         |   |                                 |  
|to net cash used
      in operating activities:                           |   |                                 |  
|Depreciation
      and amortization                                       |   | 174,459                         |  
|Stock-based
      compensation                                            |   | 459,300                         |  
|Common
      stock issued to pay penalties for late delivery of shares    |   | -                               |  
|Research and
      development acquired                                   |   | -                               |  
|Interest
      accreted on financial instruments                          |   | 108,900                         |  
|Gain on settlement
      of debt                                          |   | (1,522,515                      | )
|Gain
      on disposal of investment                                      |   | -                               |  
|Gain on disposition
      of assets                                       |   | (6,878                          | )
|Amortization
      of deferred share compensation                         |   | 21,451                          |  
|Fair value
      of common stock and warrants issued for services         |   | 107,150                         |  
|Penalty
      for late delivery of shares                                 |   | 1,658,597                       |  
|Changes in
      operating assets and liabilities:                        |   |                                 |  
|Restricted cash                                                           |   | -                               |  
|Accounts
      receivable                                                 |   | 620,099                         |  
|Inventories                                                               |   | 214,305                         |  
|Work
      in progress                                                    |   | -                               |  
|Prepaid expenses                                                          |   | (6,253                          | )
|Accounts
      payable and accrued liabilities                            |   | 91,251                          |  
|Net
      cash used in operating activities                               |   | (1,847,936                      | )
|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:                                     |   |                                 |  
|Proceeds
      from bank line of credit                                   |   | 27,261                          |  
|Payments on
      notes payable                                           |   | (15,378                         | )
|Proceeds
      from notes payable                                         |   | 581,710                         |  
|Proceeds from
      debentures payable                                    |   | -                               |  
|Repayments
      on debentures payable                                    |   | (100,000                        | )
|Increase in
      amounts due to related parties                          |   | 16,877                          |  
|Proceeds
      received from exercise of warrants prior to issuing shares |   | 198,924                         |  
|Proceeds from
      issuance of common stock                              |   | -                               |  
|Proceeds
      received from private placement                            |   | 822,000                         |  
|Private placement
      issuance costs                                    |   | (7,476                          | )
|Net
      cash provided by financing activities                           |   | 1,523,918                       |  
|Effect of exchange rates                                                  |   | (47,814                         | )
|Net decrease in cash                                                      |   | (364,954                        | )
|Cash, beginning of period                                                 |   | 429,171                         |  
|Cash, end of period                                                       | $ | 64,217                          |  
|                                                                          |   |                                 |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                       |   |                                 |  
|Cash paid for:                                                            |   |                                 |  
|Interest                                                                  | $ | 47,578                          |  
|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.

---

|WESCORP ENERGY INC.                                 
|----------------------------------------------------
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|September 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 nine months ended September 30, 2009 are not necessarily indicative
  of the results that may be expected for the year ending December 31, 2009.

Recent Accounting Pronouncements

On July 1, 2009, we adopted authoritative guidance issued by
  the Financial Accounting Standards Board (FASB) on business combinations.
  The guidance retains the fundamental requirements that the acquisition method
  of accounting (previously referred to as the purchase method of accounting)
  be used for all business combinations, but requires a number of changes, including
  changes in the way assets and liabilities are recognized and measured as a result
  of business combinations. It also requires the capitalization of in-process
  research and development at fair value and requires the expensing of acquisition-related
  costs as incurred. We have applied this guidance to business combinations completed
  since July 1, 2009.

On July 1, 2009, we adopted the authoritative guidance issued
  by the FASB that changes the accounting and reporting for non-controlling interests.
  Non-controlling interests are to be reported as a component of equity separate
  from the parents equity, and purchases or sales of equity interests that
  do not result in a change in control are to be accounted for as equity transactions.
  In addition, net income attributable to a non-controlling interest is to be
  included in net income and, upon a loss of control, the interest sold, as well
  as any interest retained, is to be recorded at fair value with any gain or loss
  recognized in net income. Adoption of the new guidance did not have a material
  impact on our financial statements.

On July 1, 2009, we adopted the authoritative guidance on fair
  value measurement for nonfinancial assets and liabilities, except for items
  that are recognized or disclosed at fair value in the financial statements on
  a recurring basis (at least annually). Adoption of the new guidance did not
  have a material impact on our financial statements.

In October 2009, the FASB issued authoritative guidance on revenue
  recognition that will become effective for us beginning July 1, 2010, with earlier
  adoption permitted. Under the new guidance on arrangements that include software
  elements, tangible products that have software components that are essential
  to the functionality of the tangible product will no longer be within the scope
  of the software revenue recognition guidance, and software-enabled products
  will now be subject to other relevant revenue recognition guidance. Additionally,
  the FASB issued authoritative guidance on revenue arrangements with multiple
  deliverables that are outside the scope of the software revenue recognition
  guidance. Under the new guidance, when vendor specific objective evidence or
  third party evidence for deliverables in an arrangement cannot be determined,
  a best estimate of the selling price is required to separate deliverables and
  allocate arrangement consideration using the relative selling price method.
  The new guidance includes new disclosure requirements on how the application
  of the relative selling price method affects the timing and amount of revenue
  recognition. We believe adoption of this new guidance will not have a material
  impact on our financial statements.

---

In June 2009, the FASB issued authoritative guidance on the consolidation
  of variable interest entities, which is effective for us beginning July 1, 2010.
  The new guidance requires revised evaluations of whether entities represent
  variable interest entities, ongoing assessments of control over such entities,
  and additional disclosures for variable interests. We believe adoption of this
  new guidance will not have a material impact on our financial statements.

NOTE 2  AGREEMENT PAYABLE

On April 1, 2007, the Company was not able to 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
  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 $1,658,597 for
  the nine months ended September 30, 2009 ($762,300 for the nine months ended
  September 30, 2008), based on the fair value of the shares. Through September
  2009, the Company had recorded an aggregate charge to operations of $3,553,071
  to issue an additional 13,159,522 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 September
  30, 2009 is $3,553,071 (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 $216,000 (December 31, 2008 
  $296,000).

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 September 30, 2009:

|                              |   | Gas         |   |   |          |   |   |            |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |   |   | Corporate  |   |   | Total      |  
|Revenues                      | $ | 504,521     |   | $ | 135,478  |   | $ | -          |   | $ | 639,999    |  
|Loss from operations          |   | (90,719     | ) |   | (57,541  | ) |   | (1,110,323 | ) |   | (1,258,583 | )
|Depreciation and amortization |   | 7,285       |   |   | 17,097   |   |   | 34,087     |   |   | 58,469     |  
|Total assets                  |   | 1,017,928   |   |   | 129,834  |   |   | 482,181    |   |   | 1,629,943  |  
|Capital expenditures          |   | -           |   |   | -        |   |   | -          |   |   | -          |  

---

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

|                              |   | Gas         |   |   |          |  |   |            |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- |  | - | ---------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |  |   | Corporate  |   |   | Total      |  
|Revenues                      | $ | 1,006,344   |   | $ | 408,632  |  | $ | -          |   | $ | $1,414,976 |  
|Income (loss) from operations |   | (92,051     | ) |   | 49,874   |  |   | (1,577,694 | ) |   | (1,619,871 | )
|Depreciation and amortization |   | 11,597      |   |   | 16,684   |  |   | 44,903     |   |   | 73,184     |  
|Total assets                  |   | 1,789,588   |   |   | 400,774  |  |   | 1,336,365  |   |   | 3,526,727  |  
|Capital expenditures          |   | 30,416      |   |   | 36,209   |  |   | -          |   |   | 66,625     |  

As of and for the nine months ended September 30, 2009:

|                              |   | Gas         |   |   |          |   |   |            |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |   |   | Corporate  |   |   | Total      |  
|Revenues                      | $ | 1,172,293   |   | $ | 409,390  |   | $ | -          |   | $ | 1,581,683  |  
|Loss from operations          |   | (448,117    | ) |   | (165,247 | ) |   | (2,859,525 | ) |   | (3,472,889 | )
|Depreciation and amortization |   | 22,581      |   |   | 50,731   |   |   | 101,147    |   |   | 174,459    |  
|Total assets                  |   | 1,017,928   |   |   | 129,834  |   |   | 482,181    |   |   | 1,629,943  |  
|Capital expenditures          |   | -           |   |   | -        |   |   | -          |   |   | -          |  

As of and for the nine months ended September 30, 2008:

|                              |   | Gas         |   |   |          |   |   |            |   |   |            |  
|----------------------------- | - | ----------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                              |   | Measurement |   |   | Drilling |   |   | Corporate  |   |   | Total      |  
|Revenues                      | $ | 2,307,214   |   | $ | 786,941  |   | $ | -          |   | $ | $3,094,155 |  
|Loss from operations          |   | (387,855    | ) |   | (20,849  | ) |   | (4,811,538 | ) |   | (5,220,242 | )
|Depreciation and amortization |   | 40,006      |   |   | 47,016   |   |   | 131,768    |   |   | 218,790    |  
|Total assets                  |   | 1,789,588   |   |   | 400,774  |   |   | 1,336,365  |   |   | 3,526,727  |  
|Capital expenditures          |   | 71,387      |   |   | 42,678   |   |   | 41,625     |   |   | 155,690    |  

NOTE 4  STOCK OPTIONS AND WARRANTS

During the period the Company issued 600,000 warrants valued
  at $108,900 to debenture holders in exchange for their agreement to extend the
  due date of their debt instruments to November 16, 2009. These warrants allow
  the holder to purchase common shares of the Company at a price of $0.40 per
  share and expire two years from the January 21, 2009.

During the three month period ended September 30, 2009, the Company
  entered into an investor relations consulting services agreement. As part of
  this agreement the consultant was granted 500,000 options to purchase common
  shares of the Company at a price of $0.40 per share. The options expire five
  years from April 1, 2009. Subject to the agreement being in effect at the vesting
  dates 125,000 options vest upon the effective date of the agreement, 125,000
  options vest on the first anniversary of the effective date of the agreement,
  125,000 options vest on the second anniversary of the effective date of the
  agreement, and 125,000 options vest on the third anniversary of the effective
  date of the agreement. The options vesting in the three month period ended September
  30, 2009 were valued at $35,600.

The valuations of the options and warrants described above was
  based on a Black-Scholes calculation using a risk free interest rate of 3%,
  expected dividend yield of nil, and expected stock price volatility of 111%.

---

NOTE 5  SETTLEMENT OF DEBENTURE

On September 15, 2009, the Company settled the $2,250,000 convertible
  debenture in exchange for 4,500,000 common shares of the Company. The fair value
  of the shares issued was $1,192,500 and as a result there was a gain on the
  settlement of debt in the amount of $1,057,500. In addition, the convertible
  debenture holder agreed to waive the balance of accrued interest in the amount
  of $512,260 in exchange for 2,250,000 warrants of the Company. Each warrant
  allows the holder to purchase common shares of the Company at a price of $1.00
  per share and expire September 15, 2012. The warrants have a fair value of $261,100.
  As a result of this transaction an additional gain on the settlement of debt
  in the amount of $251,160 was realized. The valuations of the warrants described
  above was based on a Black-Scholes calculation using a risk free interest rate
  of 3%, expected dividend yield of nil, and expected stock price volatility of
  111%.

NOTE 6  AGREEMENT WITH ELLYCRACK AS

On September 16, 2009, the Company and Ellycrack AS restructured
  the terms of their agreement to develop and commercialize the patented on-site
  heavy oil upgrading technology. Under the terms of the agreement, Ellycrack
  AS will have full legal ownership of the VISCOSITOR technology, including its
  designs, work projects and the 50 barrel-per-day VISCOSITOR test unit that is
  currently located in western Canada. In return, Ellycrack AS will deliver 725,000
  shares of Ellycrack to the Company for and Ellycrack will credit the Company
  as having satisfied its obligation to Ellycrack. As a result of this agreement,
  net debt in the amount of $213,855 relating to payables and accrued liabilities
  was deemed to be paid for nil consideration and resulted in a gain on the settlement
  of debt.

NOTE 7  SUBSEQUENT EVENT

We evaluated events occurring between the end of our fiscal quarter,
  September 30, 2009 and November 20, 2009 when the financial statements were
  issued. There were no subsequent events that provided additional evidence about
  conditions that existed at the date of the balance sheet, including the estimates
  inherent in the process of preparing financial statements.

---

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.

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 four projects,
including: (i) our subsidiary, Flowstar (as
defined below); (ii) our Wescorp NAVIGATOR; (iii) our subsidiary Total Fluid
Solutions Inc. (Total Fluid); and (iv) 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 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

6

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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 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 nine 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 nine 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 nine months ended September 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 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.

7

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Related Agreements to Acquire 100% of Vasjar Trading
Ltd.

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

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

- Tranche 1: an aggregate of 2,400,000 shares of common stock of the
  Company (1,200,000 shares to each of the two shareholders) on April 28, 2004;
  and
- Tranche 2: an aggregate of 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 a
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 November 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

8

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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.

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.

On September 16, 2009 Wescorp and Ellycrack AS restructured the
terms of their joint agreement to develop and commercialize the patented on-site
heavy oil upgrading technology. The new agreement benefits both companies by
aiding Ellycrack to secure the required funding, which, if obtained, will
rapidly advance extensive testing, development and refinement of a
commercialized facility.

Under the terms of the new agreement, Ellycrack has full legal
ownership of the VISCOSITOR technology, including its designs, work projects and
the 50 barrel-per-day VISCOSITOR test unit that is currently located in western
Canada.

In return, Ellycrack AS will deliver 725,000 shares of
Ellycrack to Wescorp for nominal consideration and Ellycrack will credit Wescorp
as having satisfied its obligation to Ellycrack of approximately $214,000.
Wescorp is the largest single shareholder of Ellycrack with ownership of 23.72%
on a fully diluted basis. Wescorp also has been granted the option to
participate in all future Ellycrack share issuances thus allowing Wescorp to
maintain its ownership percentage in Ellycrack AS.

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, 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

9

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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, on July 23, 2009, Wescorp and Cancen Oil Canada
Corporation (Cancen), an oilfield waste management and processing company
based in western Canada, signed a letter of intent to enter into a 50:50 joint
venture agreement. Under the terms of the letter of intent a combination of a
minimum of 12 H2Omaxx 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.

On September 2, 2009 Cancen posted a $1,000,000 irrevocable
line of credit for the immediate construction of three units to be deployed at
Cancens facilities.

Under the terms of the letter of intent, 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.

10

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

Revenues

Revenues during the quarter ended September 30, 2009 were
$639,999, compared to $1,414,976 for the quarter ended September 30, 2008, a
decrease of $774,977, or 54.8% . Revenues attributable to our wholly-owned
subsidiary Flowstar were $504,521 (2008 -$1,006,344) while revenues of Raider
contributed $135,478 (2008 - $408,632). 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 65.4% and well completions are
down 74.1% for gas wells in the quarter ended September 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 of the
Canadian dollar for the US dollar decreased by approximately 5.2% in the third
quarter of 2009 when compared with the exchange rate for the same period in
2008. As virtually all revenue is from sales to customers in Canada, the
decrease in the exchange rate had a detrimental impact on revenue for the three
months ended September 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.

Cost of Sales

As a percentage of revenues, cost of sales for the quarter
ended September 30, 2009 increased to 67.1% versus 63.0% for the quarter ended
September 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. 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.

Expenses

Operating expenses for the quarter ended September 30, 2009
were $1,542,976 versus $2,144,115 for the quarter ended September 30, 2008, a
decrease of $601,139. The largest decreases in our operating expenses were in
research and development, wages and benefits, advertising and investor
relations, wages  stock based, office, travel, and interest, finance and bank
charges as explained below.

Costs for research and development dropped in the quarter ended
September 30, 2009 to $43,936 compared to the $271,379 incurred in the quarter
ended September 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 $37,992 for

11

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the three months ended September 30, 2009 while net costs of
$148,705 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, only $5,945 in
expenditures were  committed to the development of the VISCOSITOR in the
quarter ended September 30, 2009, while costs incurred in the third quarter of
2008 totaled approximately $122,600. 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 September 30, 2008 were not incurred
in the quarter ended September 30, 2009.

Wages and benefits decreased to $394,084 during the quarter
ended September 30, 2009 versus $609,115 during the quarter ended September 30,
2008, a decrease of $215,031. 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. Our Chief Operating Officer stopped
receiving compensation effective August 31, 2009. 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 September 30, 2008, 808,758 options to
purchase common shares pursuant to employment agreements for executive officers
vested and were valued at $219,600. In the same period for 2009, 400,000 options
to purchase common shares pursuant to employment agreements for executive
officers vested and were valued at $161,600. Thus, the Company had a decrease of
$58,000 in stock-based wages during the three months ended September 30, 2009
compared to the three months ended September 30, 2008.

Advertising and investor relations expenses decreased by
$162,791 to $63,269 for the quarter ended September 30, 2009, versus $226,060
reported for the quarter ended September 30, 2008. Most of this decrease is a
direct result of issuing shares valued at $128,250 pursuant to consulting
contracts for investor relations services in the three months ended September
30, 2008, with no corresponding expense being incurred in the comparable 2009
period. Costs that were incurred in the third 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.

Office expenses for the quarter ended September 30, 2009 were
$137,728 compared to $193,836 for the quarter ended September 30, 2008. The
decrease of $56,108 is a direct result of the decreased cost of rental space for
the office in Houston, Texas, reductions in software license fees 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 September 30, 2009
decreased by $22,609 versus the quarter ended September 30, 2008, a direct
result of reduced marketing of Wescorp Navigator, Wescorp, and Flowstar in
international markets and decreased activity in the Ellycrack project. 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 $14,565 in the quarter ended
September 30, 2009 versus the $38,047 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. These
savings were offset by an increase in travel expenses for Total Fluid in the
amount of $25,780 in the quarter ended September 30, 2009, versus the same
period for 2008. These costs were required in order to set up the
H2Omaxx unit in Kansas and to ensure it was operating adequately.

We incurred interest, finance and bank charges of $107,304 for
the quarter ended September 30, 2009 compared to $129,682 incurred during the
quarter ended September 30, 2008. Most of the decrease can be attributed to the
fact no financing fees were incurred in the three months ended September 30,
2009 versus the $25,000 incurred in the quarter ended September 30, 2008. In
addition there was a reduction in interest-bearing debt from $5,417,305 at
September 30, 2008, to $3,994,875 at September 30, 2009.

Depreciation and amortization expense for the quarter ended
September 30, 2009 was $58,469 versus $73,184 for the quarter ended September
30, 2008, a decrease of $14,715. 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 third quarter of 2009. The value of
property and equipment that was not fully depreciated at September 30, 2008 was
higher than at September 30, 2009.

Insurance expense for the quarter ended September 30, 2009 was
$30,311 compared to $32,408 for the quarter ended September 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.

12

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The above decreases were partially offset by an increase in
legal and accounting, stock-based advertising and investor relations,
consulting, directors fees, and interest accreted on financial instruments.

Legal and accounting costs for the three months ended September
30, 2009 were $97,894, which was an increase of $64,151 compared to the
corresponding period of 2008. The increase in the current period is directly
related to a significantly higher accrual for the estimated 2009 audit fees.
This increase was offset by 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.

During the quarter ended September 30, 2009, 125,000 options to
purchase common shares pursuant to investor relations agreements vested and were
valued at $35,600. In the same period for 2008, no options to purchase common
shares pursuant to investor relations agreements vested. Thus, the Company had
an increase of $35,600 in stock-based advertising and investor relations costs
during the three months ended September 30, 2009 when compared to the three
months ended September 30, 2008.

Consulting fees incurred in the quarter ended September 30,
2009 in the amount of $202,784 were $33,419 higher than the $169,365 incurred in
the same period for 2008. This increase is a direct result of the exercise of
cashless warrants issued for consulting services that were valued at $136,850
during the three months ended September 30, 2009. No similar transactions were
incurred in the same period for 2008. This increase was partially offset by
having fewer contracts with consultants in the three months ended September 30,
2009, when compared to the same period in 2008. The costs associated with the
new consulting contracts entered into since September 30, 2008, were for lower
amounts than those that have terminated since September 30, 2008.

The Company decided to compensate outside directors in the form
of shares commencing on April 1, 2006. During the three months ended September
30, 2008, one of the outside directors for the Company resigned and forfeited
any right to the shares that were to be issued to him. As a result, directors
fees accrued in the first six months of 2008 for shares not yet issued were
reversed in the quarter ended September 30, 2008. Accordingly, directors fees
incurred in the three months ended September 30, 2008 reflected this reversal
and resulted in a credit of $50 being charged to operations compared to $15,186
being charged to operations for the same period in 2009.

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 $48,482 in interest accretion related to
the debt discount was charged to operations in the three months ended September
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
September 30, 2008, amortization of $28,791 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 September 30, 2008 was
$77,273. During the quarter ended September 30, 2009, 600,000 new warrants
valued at $108,900 were issued to debenture holders in exchange for their
agreement to extend the due date of their debt instruments. This amount was
charged to operations for the quarter ended September 30, 2009.

Other Income and Expenses

For the quarter ended September 30, 2009, other expenses have
  decreased by $798,085 from the same period in 2008. This decrease 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
3,471,526 Wescorp common shares for the three months ended September 30, 2009.
This resulted in an accrual of $888,872 being recorded for the quarter ended
September 30, 2009, (September 30, 2008 - $248,996) which reflects the increase
in shares needed to be delivered and the closing trading price of Wescorp shares
as at September 30, 2009.

The foreign currency loss of $57,154 for the quarter ended
September 30, 2009 is a direct result of the Canadian dollar being slightly
stronger than the U.S. dollar at September 30, 2009 when compared to June 30,
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 $27,142 for the quarter ended September 30, 2008 was a direct
result of the Canadian dollar being slightly weaker than the U.S. dollar at
September 30, 2008 when compared to June 30, 2008. Many of Wescorps payables
are denominated in Canadian dollars and as that currency weakens exchange gains
result when those payables are settled.

13

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The gain on the settlement of debt in the amount of $1,522,515
incurred in the three months ended September 30, 2009, is the result of two
transactions. On September 16, 2009, a settlement agreement was reached with
Ellycrack A/S. As part of this agreement net debt in the amount of $213,855
relating to payables and accrued liabilities was deemed to be paid for nil
consideration and resulted in a gain on the settlement of debt. On September 15,
2009, the Company settled the $2,250,000 principal balance of a debenture in
exchange for 4,500,000 common shares of the Company. At the date of this
transaction the closing market price of these shares was $0.265 per share. The
value of the shares at the settlement date was $1,192,500 and as a result a gain
on the settlement of debt in the amount of $1,057,500 was realized during the
period. In addition, the accrued interest on the $2,250,000 debenture in the
amount of $512,260 was forgiven in exchange for 2,250,000 warrants which were
valued at $261,100 which resulted in a gain of the settlement of debt in the
amount of $251,160. No similar transactions were incurred in the three months
ended September 30, 2008.

Net Loss

The net loss for the quarter ended September 30, 2009 of
$755,994 compared to a net loss of $1,841,467 for 2008 is due to the net effect
of the decreases in operating expenses of 601,139, and $798,085 in other
expenses partially offset by the decrease in gross profit of $313,751 as
explained above.

Nine Months Ended September 30, 2009 Compared to Nine Months
Ended September 30, 2008

Revenues

Revenues during the nine months ended September 30, 2009 were
$1,581,683 compared to $3,094,155 for the nine months ended September 30, 2008,
a decrease of $1,512,472, or 48.9% . Revenues attributable to our wholly-owned
subsidiary Flowstar were $1,172,293 (2008 - $2,307,538) while revenues of Raider
contributed $409,390 (2008 - $786,941). 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 55.1% and well completions are down
56.1% for gas wells in the first nine 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 of the
Canadian dollar for the US dollar decreased by approximately 12.7% for the nine
months ended September 30, 2009 when compared with the exchange rate for same
period in 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
nine months ended September 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.

Cost of Sales

As a percentage of revenues, cost of sales for the nine months
ended September 30, 2009 increased to 65.6% versus 57.7% for the nine months
ended September 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 nine-month period being
contributed by Raider.

Expenses

Operating expenses for the nine months ended September 30, 2009
were $4,091,471 versus $6,528,819 for the nine months ended September 30, 2008,
a decrease of $2,437,348. The largest decreases in our operating expenses were
in research and development, wages and benefits, interest accreted on financial
instruments, advertising and investor relations, stock-based wages, office,
travel, legal and accounting, and interest, finance and bank charges as
explained below.

14

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Costs for research and development dropped in the nine months
ended September 30, 2009 to $124,874 compared to the $795,069 incurred in the
nine months ended September 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  $122,376 for the nine months ended September 30, 2009
while net costs of $389,353 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, only $2,499 in expenditures were committed to the development of the
VISCOSITOR in the nine months ended September 30, 2009 while costs incurred in
the nine months ended September 30, 2008 totaled $405,716. 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 nine months ended
September 30, 2008 were not incurred in the nine months ended September 30,
2009.

Wages and benefits decreased to $1,318,299 during the nine
months ended September 30, 2009 versus $1,910,342 during the nine months ended
September 30, 2008, a decrease of $592,043. 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. Our Chief Operating
Officer stopped receiving compensation effective August 31, 2009. In addition,
commencing in October 2008 our Chief Financial Officer, who resigned in August
2009, was 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 $168,842 in interest accretion related to
the debt discount was charged to operations in the nine months ended September
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 nine months ended
September 30, 2008, amortization of $315,316 related to the debt discount on the
note was recorded. Total costs for the accretion of interest related to
financial instruments incurred in the nine months ended September 30, 2008 was
$484,158. During the nine months ended September 30, 2009, 600,000 new warrants
valued at $108,900 were issued to debenture holders in exchange for their
agreement to extend the due date of their debt instruments. This amount was
charged to operations for the nine months ended September 30, 2009.

Advertising and investor relations expenses decreased by
$338,365 to $202,920 for the nine months ended September 30, 2009 versus
$541,285 reported for the nine months ended September 30, 2008. This decrease is
a direct result of significant costs that were incurred in the first nine
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. This includes the issuing of shares valued at $128,250
pursuant to consulting contracts for investor relations services in the nine
months ended September 30, 2008, with no corresponding expense being incurred in
the comparable 2009 period. In addition, the contracts for investor relations
consulting services in the nine months ended September 30, 2009, were for lower
amounts than the contracts that existed during the nine months ended September
30, 2008.

During the nine months ended September 30, 2009, 500,000
options to purchase common shares pursuant to employment agreements for
executive officers vested and were valued at $197,100. In the same period for
2008, 1,382,385 options to purchase common shares pursuant to employment
agreements for executive officers vested and were valued at $377,200. Thus, the
Company had a decrease of $180,100 in stock-based wages during the nine months
ended September 30, 2009 compared to the nine months ended September 30,
2008.

Office expenses for the nine months ended September 30, 2009
were $406,133 compared to $553,436 for the nine months ended September 30, 2008.
The decrease of $147,303 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. There have also been reductions in cellular
telephone charges due to decreases in travel outside of North America, and
software license fees. 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 nine months ended September 30,
2009, decreased by $126,119 versus the nine months ended September 30, 2008, a
direct result of reduced marketing of Wescorp Navigator, Wescorp, and Flowstar
in international markets and decreased activity in the Ellycrack project. 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 $55,008 in the nine months
ended September 30, 2009 versus the $94,639 incurred in the same period for
2008. As a greater portion of the travel

15

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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. These savings were
offset by an increase in travel expenses for Total Fluid in the amount of
$13,580 in the nine months ended September 30, 2009, versus the same period for
2008. This increase in costs was directly related to the set up of the
H2Omaxx unit in Kansas and to ensure it was operating adequately.
Travel costs for Total Fluid increased to $76,701 in the nine months ended
September 30, 2009 versus the $63,121 incurred in the same period for 2008.

Legal and accounting costs for the nine months ended September
30, 2009, were $174,637, which was a decrease of $125,382 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.

We incurred interest, finance and bank charges of $356,440 for
the nine months ended September 30, 2009, compared to $425,792 incurred during
the nine months ended September 30, 2008. Most of the decrease can be attributed
to the reduction in interest-bearing debt from $5,417,305 at September 30, 2008,
to $3,994,875 at September 30, 2009. In addition, financing fees of $25,689 were
incurred in the nine months ended September 30, 2009, versus the $98,618
incurred in the nine months ended September 30, 2008.

Depreciation and amortization expense for the nine months ended
September 30, 2009 was $174,459 versus $218,790 for the nine months ended
September 30, 2008, a decrease of $44,331. 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 nine months of 2009. The
value of property and equipment that was not fully depreciated at September 30,
2008 was higher than at September 30, 2009.

Consulting fees incurred in the current nine month period in
the amount of $ 414,237 were $23,100 lower than the $437,337 incurred in the
same period for 2008. This decrease is a direct result of having fewer contracts
with consultants in the nine months ended September 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 nine months of 2008 were for lower amounts than
those that have terminated since September 30, 2008. Included in the costs for
consulting in the nine months ended September 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
nine months ended September 30, 2008. These decreases were offset by the
exercise of cashless warrants issued for consulting services that were valued at
$136,850 during the nine months ended September 30, 2009. No similar
transactions were incurred in the same period for 2008.

Insurance expense for the nine months ended September 30, 2009
was $89,633 compared to $103,958 for the nine months ended September 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 increases in
stock-based advertising and investor relations, and directors fees.

During the nine months ended September 30, 2009, 725,000
options to purchase common shares pursuant to investor relations agreements
vested and were valued at $262,200. 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 $262,200 in stock-based advertising and investor
relations costs during the nine months ended September 30, 2009 when compared to
the nine months ended September 30, 2008.

The Company decided to compensate outside directors in the form
of shares commencing on April 1, 2006. During the three months ended September
30, 2008, one of the Companys outside directors resigned and forfeited any
right to the shares that were to be issued to him. As a result, directors fees
accrued in the first nine months of 2008 for shares not yet issued were reversed
in the quarter ended September 30, 2008. Accordingly directors fees incurred in
the nine months ended September 30, 2008, reflected this reversal and resulted
in $38,726 being charged to operations compared to $45,051 being charged to
operations for the same period in 2009. Fees for other outside directors for the
nine months ended September 30, 2009, are lower than what was incurred in the
same period for 2008 as there has been a slight decrease in the market price of
the Companys shares during the nine months ended September 30, 2009, when
compared to September 30, 2008.

Other Income and Expenses

For the nine months ended September 30, 2009, other expenses
  have decreased by $466,554 from the same period in 2008. This decrease is the
  net result of the matters described below.

16

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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
8,039,322 Wescorp common shares for the nine months ended September 30, 2009.
This resulted in an accrual of $1,658,597 being recorded for the nine months
ended September 30, 2009, (September 30, 2008 - $762,300) which reflects the
increase in shares needed to be delivered and the closing trading price of
Wescorp shares as at September 30, 2009.

The foreign currency loss of $91,809 for the nine months ended
September 30, 2009 is a direct result of the Canadian dollar being stronger than
the U.S. dollar at September 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
$11,657 for the nine months ended September 30, 2008 was a direct result of the
Canadian dollar being weaker than the U.S. dollar at September 30, 2008 when
compared to December 31, 2007. Wescorp had a short-tem investment, redeemed in
September 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.

The gain on the settlement of debt in the amount of $1,522,515
incurred in the nine months ended September 30, 2009, is the result of two
transactions. On September 16, 2009, a settlement agreement was reached with
Ellycrack A/S. As part of this agreement net debt in the amount of $213,855
relating to payables and accrued liabilities was deemed to be paid for nil
consideration and resulted in a gain on the settlement of debt. On September 15,
2009, the Company settled the $2,250,000 principal balance of a debenture in
exchange for 4,500,000 common shares of the Company. At the date of this
transaction the closing market price of these shares was $0.265 per share. The
value of the shares at the settlement date was $1,192,500 and as a result a gain
on the settlement of debt in the amount of $1,057,500 was realized during the
period. In addition, the accrued interest on the $2,250,000 debenture in the
amount of $512,260 was forgiven in exchange for 2,250,000 warrants which were
valued at $261,100 which resulted in a gain of the settlement of debt in the
amount of $251,160. No similar transactions were incurred in the nine months
ended September 30, 2008.

Interest income for the nine months ended September 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 nine months ended September 30, 2009.

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

Net Loss

The net loss for the nine months ended September 30, 2009, of
$3,767,802 compared to a net loss of $5,907,809 for 2008 is due to the net
effect of the decreases in operating expenses of $2,437,348, and $466,554 in
other expenses partially offset by the decrease in gross profit of $763,895, 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 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 approximately three 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

17

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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 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 Accounting 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 Accounting
Officer, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure. Based on that evaluation, our
Principal Accounting Officer and Principal Executive Officer concluded that, as
of September 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 1. LEGAL PROCEEDINGS

None.

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

On August 24, 2009, the Company issued 50,000 shares of common
  stock for total proceeds of $14,500. These shares were issued for directors
  fees at a value of $0.29 per share. The shares were issued to the director as
  an accredited investor through a private transaction under Section 4(2) and
  Regulation D of the Securities Act.

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.)                                                                                         

18

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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.)                                                                                                           

19

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|4.3     | Form of Common Stock Purchase dated April 28, 2005.
      (Incorporated by reference to the Companys Current Report on Form 8-K
      filed with the Commission on April 29, 2005, File No.
000-30095.)                                                                                                                           
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4     | Addendum dated February 6, 2003 to that certain Loan
      Agreement dated January 28, 2003 between the Company and AHC Holdings Ltd.
      containing Stock Purchase Warrant (Incorporated by reference to the
      Companys Current Report on Form 8-K filed with the Commission on April
      28, 2003, File No. 000- 30095.)
|4.5     | Form of Warrant issued to the United States Resident
      Purchaser named therein. (Incorporated by reference to the Companys
      Current Report on Form 8-K filed with the Commission on December 24, 2006,
      File No. 000- 30095.)                                                                                       
|4.6     | Form of Warrant issued to the Non-United States Resident
      Purchaser named therein. (Incorporated by reference to the Companys
      Current Report on Form 8-K filed with the Commission on December 24, 2006,
      File No. 000- 30095.)                                                                                   
|4.7     | Form of Debenture Certificate 14% Redeemable Secured
      Debenture issued to Non-United States Residents (Incorporated by reference
      to the Companys Current Report on Form 8-K filed with the Commission on
      February 20, 2008.)                                                                                     
|4.8     | Form of Warrant issued to Non-United States Residents
      (Incorporated by reference to the Companys Current Report on Form 8-K
      filed with the Commission on February 20, 2008.)                                                                                                                                          
|4.9     | Form of Warrant issued to Non-United States Residents
      (Incorporated by reference to the Companys Current Report on Form 8-K
      filed with the Commission on May 7, 2009.)                                                                                                                                                
|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.)                                                   

20

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|10.12  | Settlement Agreement between the Company and Ellycrack
      AS, effective September 16, 2009 (Incorporated by reference to Form 8-K
      filed on October 10, 2009).                        
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*  | Certification of Chief
      Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                      
|31.2 * | Certification of Chief
      Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                      
|32.1*  | Certification of Chief
      Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant toSection 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: November 20, 2009 | By: /s/ Douglas Biles                       
|                        | Douglas Biles                               
|                        | Chief Executive Officer                     
|                        | (Principal Executive Officer)               
|                        |                                             
|Date: November 20, 2009 | By: /s / Blaine Miciak                      
|                        | Blaine Miciak                               
|                        | Controller                                  
|                        | (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.)                                                                                                            

21

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|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.)                                                                                                                           
|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.)                                                                             

22

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|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.)                    
|10.12   | Settlement Agreement between
        the Company and Ellycrack AS, effective September 16, 2009 (Incorporated
        by reference to Form 8-K filed on October 10, 2009).                                                                                                                                  
|31.1*   | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                          
|31.2 *  | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                          
|32.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                                                                                       

* Filed herewith.

** Management contracts or compensatory plans or
arrangements.

23

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