---

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, 2008

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

Check whether the issuer (1) 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 is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

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

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

Number of shares outstanding of the registrant's class of common
stock as of November 10, 2008 was 81,485,426.

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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
2007. AMONG THOSE RISKS AND UNCERTAINTIES ARE THE FOLLOWING RISKS:

- THAT OUR FLOWSTAR DCR TECHNOLOGY MAY NOT REMAIN COMPETITIVE WITHIN OUR
  CURRENT MARKETS OR THAT 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;
- THAT 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;
- 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, AND TEND TO BE CYCLICAL
  THEREFORE ANY DOWNTURNS IN THIS CYCLICAL INDUSTRY COULD ADVERSELY AFFECT
  OPERATIONS;
- THE ENERGY-RELATED INDUSTRY THAT WE SERVICE IS HEAVILY REGULATED
  (INCLUDING CO2RELATED 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;

i

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- THE CURRENT AMERICAN AND WORLD FINANCIAL MARKETS AND CREDIT SITUATION MAY
  MAKE IT DIFFICULT OR IMPOSSIBLE TO ADEQUATELY FINANCE THE ONGOING CAPITAL AND
  OPERATING REQUIREMENTS FOR THE COMPANY; AND
- IF ACQUISITIONS ARE COMPLETED, THEY MAY BE UNSUCCESSFUL FOR TECHNICAL,
  ECONOMIC, OR OTHER REASONS.

CURRENCIES

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

ii

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Wescorp Energy Inc.

REPORT ON FORM 10-Q

FOR THEPERIODENDEDSEPTEMBER30, 2008

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     | 22                                                                                                
|                               | Item 6. Exhibits                                                                                  
|                               | SIGNATURES                                                                                        

iii

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PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

WESCORP ENERGY INC. 
  CONSOLIDATED BALANCE SHEETS

|                                                             |   | September 30, |   |   | December 31, |  
|------------------------------------------------------------ | - | ------------- | - | - | ------------ | -
|                                                             |   | 2008          |   |   | 2007         |  
|                                                             |   | (Unaudited)   |   |   |              |  
|ASSETS                                                       |   |               |   |   |              |  
|CURRENT ASSETS                                               |   |               |   |   |              |  
|Cash                                                         | $ | 172,799       |   | $ | 455,872      |  
|Accounts receivable, net of allowance for doubtful           |   |               |   |   |              |  
|accounts of $21,737 and $20,109, respectively                |   | 956,688       |   |   | 700,316      |  
|Inventories                                                  |   | 696,661       |   |   | 754,412      |  
|Work in progress                                             |   | 46,533        |   |   | -            |  
|Short-term investment                                        |   | -             |   |   | 1,472,223    |  
|Prepaid expenses                                             |   | 227,039       |   |   | 274,793      |  
|TOTAL CURRENT ASSETS                                         |   | 2,099,720     |   |   | 3,657,616    |  
|                                                             |   |               |   |   |              |  
|EQUIPMENT, net                                               |   | 780,038       |   |   | 861,136      |  
|                                                             |   |               |   |   |              |  
|OTHER ASSETS                                                 |   |               |   |   |              |  
|Investments                                                  |   | 567,778       |   |   | 568,425      |  
|Other receivables                                            |   | 79,191        |   |   | 84,940       |  
|TOTAL OTHER
      ASSETS                                     |   | 646,969       |   |   | 653,365      |  
|                                                             |   |               |   |   |              |  
|TOTAL ASSETS                                                 | $ | 3,526,727     |   | $ | 5,172,117    |  
|                                                             |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                        |   |               |   |   |              |  
|CURRENT LIABILITIES                                          |   |               |   |   |              |  
|Accounts payable and accrued liabilities                     | $ | 4,156,838     |   | $ | 2,214,392    |  
|Current portion of notes payable                             |   | 1,415,358     |   |   | 1,086,670    |  
|Agreement payable                                            |   | 272,000       |   |   | 352,000      |  
|Due to related parties                                       |   | 1,276,397     |   |   | 951,370      |  
|Related party note payable                                   |   | 1,924,681     |   |   | 1,924,681    |  
|Debentures payable                                           |   | 547,337       |   |   | 400,700      |  
|Convertible debentures                                       |   | 2,250,000     |   |   | -            |  
|TOTAL CURRENT LIABILITIES                                    |   | 11,842,611    |   |   | 6,929,813    |  
|                                                             |   |               |   |   |              |  
|NOTES PAYABLE, net of current
      portion                  |   | 604,610       |   |   | 1,229,212    |  
|                                                             |   |               |   |   |              |  
|CONVERTIBLE DEBENTURES                                       |   | -             |   |   | 2,250,000    |  
|                                                             |   |               |   |   |              |  
|STOCKHOLDERS' DEFICIT                                        |   |               |   |   |              |  
|Preferred stock, 50,000,000 shares authorized,
      $0.0001 |   |               |   |   |              |  
|par value; no shares issued                                  |   |               |   |   |              |  
|Common stock, 250,000,000 shares authorized,
      $0.0001   |   |               |   |   |              |  
|par value; 80,908,223 and
      75,238,223 shares            |   |               |   |   |              |  
|issued and
      outstanding, respectively                   |   | 8,089         |   |   | 7,521        |  
|Additional paid-in capital                                   |   | 35,310,272    |   |   | 32,388,025   |  
|Deferred compensation                                        |   | (59,967       | ) |   | (98,301      | )
|Private placement subscriptions                              |   | 314,834       |   |   | 1,250,000    |  
|Subscription receivable                                      |   | (22,500       | ) |   | (22,500      | )
|Shares issuable                                              |   | 228,943       |   |   | 221,889      |  
|Accumulated other comprehensive income (loss)                |   | 86,377        |   |   | (104,809     | )
|Accumulated deficit                                          |   | (44,786,542   | ) |   | (38,878,733  | )
|                                                             |   | (8,920,494    | ) |   | (5,236,908   | )
|                                                             |   |               |   |   |              |  
|TOTAL LIABILITIES AND                                        |   |               |   |   |              |  
|STOCKHOLDERS' DEFICIT                                        | $ | 3,526,727     |   | $ | 5,172,117    |  

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

1

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

|                                                               |   | Three Months Ended September 30, |   |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | -
|                                                               |   | 2008                             |   |   | 2007                            |  
|                                                               |   |                                  |   |   |                                 |  
|REVENUES                                                       | $ | 1,414,976                        |   | $ | 1,099,791                       |  
|                                                               |   |                                  |   |   |                                 |  
|COST OF SALES                                                  |   | 890,732                          |   |   | 571,957                         |  
|                                                               |   |                                  |   |   |                                 |  
|GROSS PROFIT                                                   |   | 524,244                          |   |   | 527,834                         |  
|                                                               |   |                                  |   |   |                                 |  
|EXPENSES                                                       |   |                                  |   |   |                                 |  
|Wages and benefits                                             |   | 609,115                          |   |   | 462,201                         |  
|Wages stock
      based                                        |   | 219,600                          |   |   | 328,000                         |  
|Consulting                                                     |   | 169,365                          |   |   | 133,398                         |  
|Consulting
      stock based                                   |   | -                                |   |   | 252,500                         |  
|Research and development                                       |   | 271,379                          |   |   | 184,893                         |  
|Research
      and development acquired                        |   | -                                |   |   | 800,000                         |  
|Amortization of technology                                     |   | -                                |   |   | 129,161                         |  
|Office                                                         |   | 193,836                          |   |   | 121,493                         |  
|Advertising and investor
      relations                       |   | 226,060                          |   |   | 91,240                          |  
|Travel                                                         |   | 108,520                          |   |   | 105,047                         |  
|Legal and accounting                                           |   | 33,743                           |   |   | 47,076                          |  
|Insurance                                                      |   | 32,408                           |   |   | 32,948                          |  
|Depreciation and amortization                                  |   | 73,184                           |   |   | 21,201                          |  
|Interest,
      finance and bank charges                       |   | 129,682                          |   |   | 93,851                          |  
|Directors fees                                                 |   | (50                              | ) |   | 20,726                          |  
|Interest
      accreted on financial instruments               |   | 77,273                           |   |   | -                               |  
|TOTAL OPERATING EXPENSES                                       |   | 2,144,115                        |   |   | 2,823,735                       |  
|                                                               |   |                                  |   |   |                                 |  
|LOSS FROM OPERATIONS                                           |   | (1,619,871                       | ) |   | (2,295,901                      | )
|                                                               |   |                                  |   |   |                                 |  
|OTHER INCOME (EXPENSE)                                         |   |                                  |   |   |                                 |  
|Penalty for
      late delivery of shares                      |   | (248,996                         | ) |   | (508,840                        | )
|Registration rights payment                                    |   | -                                |   |   | -                               |  
|Foreign currency
      translation gain (loss)                 |   | 27,142                           |   |   | 67,082                          |  
|Interest and other income                                      |   | 258                              |   |   | 23,634                          |  
|Gain on disposal
      of investment                           |   | -                                |   |   | -                               |  
|Gain on disposition of assets                                  |   | -                                |   |   | 14,320                          |  
|TOTAL OTHER EXPENSE                                            |   | (221,596                         | ) |   | (403,804                        | )
|                                                               |   |                                  |   |   |                                 |  
|NET LOSS                                                       | $ | (1,841,467                       | ) | $ | (2,699,705                      | )
|                                                               |   |                                  |   |   |                                 |  
|OTHER COMPREHENSIVE INCOME (LOSS)                              |   |                                  |   |   |                                 |  
|Foreign currency translation
      gain                        |   | 9,403                            |   |   | 92,712                          |  
|Unrealized
      gain on adjustment of agreement payable to    |   |                                  |   |   |                                 |  
|fair market value                                              |   | 40,000                           |   |   | -                               |  
|Unrealized
      gain (loss) on available-for-sale investments |   | -                                |   |   | 921,480                         |  
|                                                               |   | 49,403                           |   |   | 1,014,192                       |  
|                                                               |   |                                  |   |   |                                 |  
|COMPREHENSIVE LOSS                                             | $ | (1,792,064                       | ) | $ | (1,685,513                      | )
|                                                               |   |                                  |   |   |                                 |  
|BASIC AND DILUTED NET LOSS PER SHARE                           | $ | (0.02                            | ) | $ | (0.05                           | )
|                                                               |   |                                  |   |   |                                 |  
|WEIGHTED AVERAGE NUMBER COMMON SHARES                          |   |                                  |   |   |                                 |  
|OUTSTANDING
      - BASIC AND DILUTED                          |   | 80,094,865                       |   |   | 55,621,012                      |  

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

2

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WESCORPENERGYINC.CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERS'DEFICIT

|                                         |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   | Funds       |   |   |             |   |   | Accumulated   |   |   | Total      |  
|---------------------------------------- | ------------ |  | - | ---------- |  | - | ---------- | - | - | ------------ | - | - | -------- | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | ------------- | - | - | ---------- | -
|                                         | Common Stock |  |   | Additional |  |   |            |   |   |              |   |   |          |   |   | Received     |   |   |             |   |   | Other       |   |   | Stockholders' |  
|                                         | Number       |  |   |            |  |   | Paid-in    |   |   | Deferred     |   |   | Shares   |   |   | Subscription |   |   | for Private |   |   | Accumulated |   |   | Comprehensive |   |   | Equity     |  
|                                         | of Shares    |  |   | Amount     |  |   | Capital    |   |   | Compensation |   |   | Issuable |   |   | Receivable   |   |   | Placements  |   |   | Deficit     |   |   | Income (Loss) |   |   | (Deficit)  |  
|                                         |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|Balance, December 31, 2007               | 75,238,223   |  | $ | 7,521      |  | $ | 32,388,025 |   | $ | (98,301      | ) | $ | 221,889  |   | $ | (22,500      | ) | $ | 1,250,000   |   | $ | (38,878,733 | ) | $ | (104,809      | ) | $ | (5,236,908 | )
|Common stock issued for private          |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|placement
      at $0.50 per unit        | 2,500,000    |  |   | 250        |  |   | 1,249,750  |   |   | -            |   |   | -        |   |   | -            |   |   | (1,250,000  | ) |   | -           |   |   | -             |   |   | -          |  
|Common stock issued for private          |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|placement
      at $0.40 per unit        | 2,470,000    |  |   | 247        |  |   | 987,753    |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | 988,000    |  
|Common stock issued for                  |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|consulting fees at $0.324                |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|per share                                | 100,000      |  |   | 10         |  |   | 32,390     |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | 32,400     |  
|Common stock issued for                  |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|investor relation fees at                |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|at $0.27
      per share                 | 475,000      |  |   | 48         |  |   | 128,202    |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | 128,250    |  
|Fair value of common stock               |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|issued
      for financing fees          | 125,000      |  |   | 13         |  |   | 62,487     |   |   | -            |   |   | (62,500  | ) |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | -          |  
|Amortization of deferred share           |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|compensation                             | -            |  |   | -          |  |   | -          |   |   | 38,334       |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | 38,334     |  
|Foreign currency translation gain        | -            |  |   | -          |  |   | -          |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | 111,186       |   |   | 111,186    |  
|Unrealized gain on
      adjustment of   |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|agreement payable to fair                |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|market
      value                       | -            |  |   | -          |  |   | -          |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | 80,000        |   |   | 80,000     |  
|Stock-based compensation                 | -            |  |   | -          |  |   | 377,200    |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | 377,200    |  
|Proceeds received from
      exercise    |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|of warrants prior to
      issuance      | -            |  |   | -          |  |   | -          |   |   | -            |   |   | 69,554   |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | 69,554     |  
|Proceeds received from
      private     |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|placement prior to
      issuance        | -            |  |   | -          |  |   | -          |   |   | -            |   |   | -        |   |   | -            |   |   | 314,834     |   |   | -           |   |   | -             |   |   | 314,834    |  
|Financing fees on
      private          |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|placement                                | -            |  |   | -          |  |   | (25,000    | ) |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | (25,000    | )
|Fair value of warrants
      attached to |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|debt issued in period                    | -            |  |   | -          |  |   | 109,465    |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | -           |   |   | -             |   |   | 109,465    |  
|Net loss                                 | -            |  |   | -          |  |   | -          |   |   | -            |   |   | -        |   |   | -            |   |   | -           |   |   | (5,907,809  | ) |   | -             |   |   | (5,907,809 | )
|Balance, September 30, 2008              |              |  |   |            |  |   |            |   |   |              |   |   |          |   |   |              |   |   |             |   |   |             |   |   |               |   |   |            |  
|(Unaudited)                              | 80,908,223   |  | $ | 8,089      |  | $ | 35,310,272 |   | $ | (59,967      | ) | $ | 228,943  |   | $ | (22,500      | ) | $ | 314,834     |   | $ | (44,786,542 | ) | $ | 86,377        |   | $ | (8,920,494 | )

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

3

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

|                                                                          |   | Nine Months Ended September 30, |  
|------------------------------------------------------------------------- | - | ------------------------------- | -
|                                                                          |   | 2008                            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |   |                                 |  
|Net loss                                                                  | $ | (5,907,809                      | )
|Adjustments to reconcile net loss                                         |   |                                 |  
|to net cash used in operating
      activities:                           |   |                                 |  
|Depreciation
      and amortization                                       |   | 218,790                         |  
|Amortization of technology                                                |   | -                               |  
|Stock-based
      compensation                                            |   | 377,200                         |  
|Fair value of common
      stock issued to pay penalty for late filing of |   |                                 |  
|registration
      statement                                              |   | -                               |  
|Fair value of common
      stock and warrants issued for services         |   | 160,650                         |  
|Common
      stock issued to pay penalties for late delivery of shares    |   | -                               |  
|Research and development
      acquired                                   |   | -                               |  
|Interest
      accreted on financial instruments                          |   | 484,158                         |  
|Gain on disposition
      of assets                                       |   | (925                            | )
|Gain
      on disposal of investment                                      |   | (37,838                         | )
|Amortization of deferred
      share compensation                         |   | 38,334                          |  
|Changes
      in operating assets and liabilities:                        |   |                                 |  
|Restricted
      cash                                                     |   | -                               |  
|Accounts receivable                                                       |   | (256,372                        | )
|Inventories                                                               |   | 57,751                          |  
|Work in progress                                                          |   | (46,533                         | )
|Prepaid
      expenses                                                    |   | 47,754                          |  
|Accounts payable and accrued liabilities                                  |   | 2,042,446                       |  
|Net cash from (used
      in) operating activities                        |   | (2,822,394                      | )
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     |   |                                 |  
|Decrease (increase)
      in short-term investment                        |   | 1,472,223                       |  
|Purchase
      of equipment                                               |   | (155,690                        | )
|Proceeds from disposition
      of investment                             |   | 38,485                          |  
|Proceeds
      from disposition of assets                                 |   | 18,925                          |  
|Cash provided by acquisition                                              |   | -                               |  
|Cash
      invested in other receivables                                  |   | -                               |  
|Net cash from (used
      in) investing activities                        |   | 1,373,943                       |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     |   |                                 |  
|Payments on notes
      payable                                           |   | (1,475,645                      | )
|Proceeds
      from notes payable                                         |   | 913,170                         |  
|Proceeds from debentures
      payable                                    |   | 460,000                         |  
|Repayments
      on debentures payable                                    |   | (336,319                        | )
|Increase in amounts
      due to related parties                          |   | 325,027                         |  
|Proceeds
      received from exercise of warrants prior to issuing shares |   | 69,554                          |  
|Proceeds from subscriptions
      receivable                              |   | -                               |  
|Proceeds
      from issuance of common stock                              |   | 988,000                         |  
|Proceeds received
      from private placement prior to issuing shares    |   | 314,834                         |  
|Private
      placement issuance costs                                    |   | (25,000                         | )
|Net cash provided
      by financing activities                           |   | 1,233,621                       |  
|Effect of exchange rates                                                  |   | (68,243                         | )
|Net increase (decrease) in cash                                           |   | (283,073                        | )
|Cash, beginning of period                                                 |   | 455,872                         |  
|Cash, end of period                                                       | $ | 172,799                         |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                       |   |                                 |  
|Cash paid for:                                                            |   |                                 |  
|Interest                                                                  | $ | 184,936                         |  
|Income taxes                                                              | $ | -                               |  
|                                                                          |   |                                 |  
|NON-CASH INVESTING AND FINANCING ACTIVITES:                               |   |                                 |  
|Shares issued to
      settle accounts payable                            | $ | -                               |  

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

4

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|WESCORP ENERGY INC.                                 
|----------------------------------------------------
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                                         
|September 30, 2008                                  
|                                                    

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, 2007, included in the Companys
  Form 10-KSB and 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-KSB. 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, 2008 are not necessarily indicative
  of the results that may be expected for the year ending December 31, 2008.

NOTE 2  BANK OPERATING LOAN

During the nine months ended September 30, 2008, a subsidiary
  of the Company entered into a demand, revolving bank operating loan facility
  of CAD $200,000, subject to certain margin limitations. Interest is charged
  at the bank's prime rate plus 1.50% . The loan is secured by accounts receivable
  and inventory of the subsidiary and a guarantee from the Company. As at September
  30, 2008 there was no balance outstanding on this loan.

NOTE 3  NOTES PAYABLE

During the nine months ended September 30, 2008, the Company
  received $859,328 in exchange for notes payable which bear interest at 10%,
  are unsecured and due on demand. In addition, during the nine months ended September
  30, 2008 the Company received $53,842 in exchange for a note payable which does
  not bear any interest, is unsecured and is due on demand which relates to the
  working capital adjustment pursuant to the acquisition of assets from FEP on
  December 17, 2007.

NOTE 4  CONTINGENCY

On April 1, 2007, the Company was not able to deliver free-trading
  shares called for under Tranche 2, Stage Three, and thus the Company is required
  to pay the former Vasjar shareholders an additional 80,000 Wescorp common shares
  of the Company, compounded monthly, for each month that the shares are not delivered
  and will incur a charge to operations for the fair value of these common shares.
  The aggregate penalty shares under this stage resulted in a charge to operations
  of $762,300 for the nine months ended September 30, 2008 ($1,248,320 for the
  nine months ended September 30, 2007), based on the fair value of the shares.
  Through November 2008, the Company had recorded an aggregate charge to operations
  of $1,191,320 to issue an additional 4,582,000 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

5

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Company pledged to the former Vasjar shareholders all the Vasjar
  shares as security to guarantee Wescorps performance under the share purchase
  agreements.

The balance of the fair value of the 800,000 shares relating
  to Tranche 2, Stage Three is $272,000 and has been included in current liabilities.

NOTE 5  OPERATING SEGMENTS

Management has elected to aggregate the Companys business
  unit segments based on the differences in each segments customers, the
  products and services offered and other economic characteristics. Based on these
  criteria, management has identified the following reportable segments: (1) natural
  gas flow measurement related products and services and (2) drilling related
  products and services. The accounting policies of the operating segments are
  the same as those described in the summary of significant accounting policies
  in the Companys Annual Report on Form 10-KSB for the year ended December
  31, 2007.

Natural Gas Flow Measurement Related Products and Services

Our wholly-owned subsidiary, Flowstar Technologies Inc. (Flowstar),
  provides advanced natural gas and gas liquids measurement devices and advanced
  turbine measurement technology. The 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 well-head. Flowstar
  is evolving into more of a total gas measurement solutions provider.

Drilling Related Products and Services

The drilling segment provides products and services used by oil
  and natural gas companies, drilling contractors and other oilfield service companies
  for the drilling of oil and natural gas wells. Our wholly-owned subsidiary,
  Raider Chemical Corporation, designs and manufactures specialized chemicals
  used in the cementing and stimulation services area, within the oil and gas
  industry in Canada and the United States.

Summary Information

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, 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     |  

6

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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   |   |   | 131,767    |   |   | 218,789    |  
|Total assets                  |   | 1,789,588   |   |   | 400,774  |   |   | 1,336,365  |   |   | 3,526,727  |  
|Capital expenditures          |   | 71,387      |   |   | 42,678   |   |   | 41,625     |   |   | 155,690    |  

7

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

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

Wescorp Energy Inc. and its subsidiaries are collectively
referred to herein as we, us, our, Wescorp, the Company or our
Company, unless the context warrants otherwise.

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 strategic 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 are intended to generate real returns with
above-average cash flows and margins. To this end, we currently have investments
in five projects, including: (i) our subsidiary,
Flowstar; (ii) our joint venture with Ellycrack; (iii) our Wescorp NAVIGATOR;
(iv) our subsidiary, Total Fluid Solutions Inc. (Total Fluid); and (v) our
subsidiary, Raider Chemical Corporation (Raider) related to water remediation
and purification.

Company Background

Flowstar

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 a proprietary Digital
Chart Recorder (DCR) and advanced turbine measurement technology. Flowstar
DCR-based 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 well-head. Currently, these
products carry a one-year warranty and have no right of return. There is no
price protection plan in place.

In connection with our acquisition of Flowstar, we entered into
share purchase agreements 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 effective as of August 30, 2003, Flowray
had transferred to Quadra all of its

8

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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
the third party (the Third Party Letter Agreement), pursuant to which we
agreed to pay the third party 1,000,000 shares of our common stock to fulfill
the Tranche 2, Stage One rights 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. As of December 18,
2007, Wescorp had issued 3,654,750 common shares to the third party that
fulfilled its obligations to the third party under Tranche 2, State Two.

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 of
Tranche 2. 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

9

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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 1, 2008, 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 is
required 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 owed should be reduced, the former Vasjar shareholders would be entitled
to an additional 80,000 Wescorp common shares for each month that the shares are
not delivered. Because we were unable to deliver these shares, plus the penalty
shares, by October 1, 2007, the former Vasjar shareholders currently have the
right to terminate their respective share purchase agreements with us. If they
do so, we would no longer own Vasjar or its subsidiary, Quadra, including the
intellectual property rights owned by Quadra.

With the completion of the acquisition of Vasjar, Wescorp owns,
subject to Vasjars right to terminate the acquisition agreement, all the
proprietary technology originally owned by Flowray (which was subsequently
amalgamated with Flowstar) related to the DCR 900 system and other products. As
at December 31, 2007, management determined that future economic benefits of the
Companys DCR technology were negligible. Therefore the balance of the value of
the technology was fully impaired, resulting in an impairment loss on the
Companys DCR technology in the amount of $2,177,970 as at December 31,
2007.

In the third quarter 2008, total sales were down approximately
9.2% from third quarter 2007. Flowstar was awarded a project and secured a
letter of intent signed by an Alberta energy producer to provide metering,
communications and a web hosting solution utilizing IFMWorks for an estimated
value of $800,000 for 2008. Total sales from this project alone approached
$500,000 in the third quarter of 2008 and represent approximately 75 wells.
Revenues include activation and set-up fees and the addition of the wireless
radio communication panels on each well implemented. The first phase of this
project should be completed by the end of the year with additional phases to
continue in 2009.

Coal Bed Methane (CBM) well completions were down by
approximately 23% in the third quarter of 2008 versus the third quarter of 2007,
with completions for all gas wells seeing a drop of approximately 24%. Commodity
prices in Canada have remained firm in the first nine months of 2008 and are
higher than the same period of 2007.

Flowstar is evolving into more of a total gas measurement
solutions provider and is engaging customers for project based applications by
integrating hardware sales with IFMWorks. Diversification of Flowstars sales is
also achieved by selling into the retrofit/upgrade market as well as the new
metering market. Management believes that these two factors help provide
Flowstar with some insulation from the market fluctuations experienced in
todays energy environment.

Ellycrack

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.

The Company was interested in Ellycracks technology because
Ellycrack had developed what is believed to be a cost effective technology in
which heavy oil can be upgraded to lighter more commercially saleable oil via
a low-energy mechanical cracking process, which can be located directly in a
field environment. By upgrading heavy oil in the field, oil companies can
eliminate on-site storage tanks as well

10

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as the cost associated with transporting heavy oil great
distances to centralized upgraders. As such, heavy oil can be transported
directly to a refinery.

Rather than execute the licenses set forth in the letter of
intent, Ellycrack and the Company signed an MOU on September 28, 2004 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 worldwide basis.

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

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

In accordance with the MOU with Ellycrack, Wescorp and
Ellycrack undertook plans to develop a pilot plant, including the VISCOSITOR
test rig. During the third quarter of 2005 we made various improvements to the
core technology within the Ellycrack process in order to optimize it for the
pilot plant and subsequent commercial applications. As a result of those
improvements, we scheduled tests at our own expense for several major energy
producers who requested a demonstration of the Ellycrack process for possible
consideration within their field operations as a commercial application. Those
improvements and tests were very successful, resulting in a significant increase
in the process upper limit of API upgrading. These tests also resulted in
current negotiations by Ellycrack with two major companies to conduct further
testing in Canada at their own expense. In the first quarter of 2006, a major
engineering firm completed the design for a 50 to 200 barrel-a-day pilot plant
utilizing the Ellycrack technology.

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

Since arriving in Canada, the test rig was reassembled and
modified at a fabrication shop in Manitoba to meet Canadian Electrical Code and
other standards. Then the unit was moved to a Canadian research center where it
is currently undergoing installation. Upon completion of installation, it will
be subjected to a staged test program. The unit will be operated to duplicate
conditions in Norway in order to validate proper operation.

Wescorp NAVIGATOR

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 in accordance with the applicable provisions of the
Delaware General Corporation Law (the Merger), with Wescorp remaining as the
surviving entity following the Merger. The technology developed by SDS is
operating as Wescorp NAVIGATOR, a division of Wescorp. It is a Houston-based
engineering business focused on providing process-driven consulting services to
help oil and gas operators improve the management, economics and environmental
performance of field operations. As part of our acquisition of SDS, we acquired
its NAVIGATOR Process Management Solution, a collaborative solution that manages
the interactions of people, processes and equipment in complex oil and gas field
operations. We believe that the Wescorp NAVIGATOR offers powerful, integrated,
field operations capability that we intend to use to drive the development,
commercialization and management of

11

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our client offerings. We also intend to make the Wescorp
NAVIGATOR available to our clients 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.

We have completed the first phase of the NAVIGATOR project,
originally announced March 5, 2008, with a Canadian heavy oil company. Now that
the first phase has been completed, revenues may be generated as early as the
fourth quarter of 2008. This project is ongoing and should continue well into
fiscal year 2009.

Total Fluid and Raider

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

| | a. | Total Fluid  Total Fluid uses a proprietary,
      environmentally friendly, patented aeration process to remove hydrocarbons
      and solids from oilfield water. This process reduces the hydrocarbon
      content from the conventional 5,000 to 30,000 parts per million range to
      less than 50 parts per million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | We intend to use this technology independently or in
      conjunction with other water remediation technologies in order to address
      the critical water issues facing the oil and gas industry today.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | Currently our Total Fluid field testing unit is in full
      production at our industry-sponsored production facility, involving 120
      oil and gas wells. During the third quarter, we maintained over 90%
      uptime, with minimal interruptions. Our operational data has provided
      valuable data to our industry sponsors, allowing them to recommend
      technical improvements to our equipment, resulting in savings in operating
      costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | 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, we have
      demonstrated our unit to over 50 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 two hundred and
      fifty-five units over the next five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In addition, we have filed a provisional process patent
      application for additional technology that we have developed in this 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 and 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 third technology, to remove salt from the
      oilfield water, uses a low- energy process of flash distillation to
      separate the salts from the water.

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| | b. | Raider  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
      evaluating expanding into the US.                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                         
| |    | Raider Chemical saw a stronger demand for products in the
      third quarter versus the second quarter of 2008. This is a result of
      stronger drilling and completion activities during the third quarter in
      western Canada, and Raiders major customer expanding their operations
      into the United States and Russia.

Operations Summary

Results for 2007 and the first nine months of 2008 were not as
strong as anticipated due to the downturn in Canadian gas drilling and
exploration. Sales by Flowstar during the first nine months of 2008 were below
its prior year average. We believe that our Wescorp NAVIGATOR is a new business
with strong potential for the future, but it will take some time for the sales
to ramp up. At the same time, Management believes that the Radier division has
shown encouraging sales considering the drilling market has been slow and hopes
to complete the field testing of the Total Fluid unit in the fourth quarter of
2008. We have signed our first sales order for one Total Fluid unit to be
installed prior to the year-end, with the customer having options for up to an
additional 255 units over the next five years. Until a unit sale is finalized
and the option to purchase additional units is exercised, there will be no
revenue from Total Fluid.

Overall, the Company as a whole has yet to reach profitability
and during the third quarter ended September 30, 2008, 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 optimistic regarding our future operations,
cash will be required to fund the manufacture of sufficient inventory, to
finance the build-up of trade accounts receivable, and to fund the startup 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 the next year. In the near future, we intend
to raise additional capital by selling new equity, or incurring short-term debt,
to finance the following, although there is no assurance that we will be able to
do so:

- The continued expansion of Flowstar operations within our current markets
      and into the United States;
- The continuing development, pilot plant fabrication and field-testing of
      the Ellycrack technology (see below);
- The business development and expansion of the newly acquired water
      remediation technologies (Total Fluid and Raider), as well as Wescorp
      Navigator;
- The potential acquisition of possible new technologies and businesses
      related to 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 to a
great extent on the continued employment of and performance by senior management
and key personnel. As we continue to grow, the demands and skill sets of our
senior management will change. As needed, new executives will be hired with the
skill sets and experience required to enhance those areas that require
specialized expertise.

Our sources of revenue now include (a) continued revenues from
our subsidiary, Flowstar; and (b) revenues from our subsidiary, Raider (which
did not exist in the third quarter of 2007). Although it has not yet

13

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commenced revenue-generation, we also have had an initial
contract for a study by our Wescorp Navigator division, and we are working to
develop additional revenue from this division.

Results from Operations  2008 Compared to 2007

Three Months Ended September 30, 2008 Compared to Three
Months Ended September 30, 2007

Revenues

Revenues during the quarter ended September 30, 2008 were
$1,414,976, compared to $1,099,791 for the quarter ended September 30, 2007, an
increase of $315,185, or 28.7% . The increase in revenue is the result of the
operations of our wholly-owned subsidiary Raider, which was formed after we
acquired assets from FEP on December 18, 2007. Revenues attributable to our
wholly-owned subsidiary Flowstar were $1,006,344 while revenues of Raider
contributed $408,632. Flowstars revenue in the third quarter of 2008 decreased
by $93,447 compared to the results for the third quarter of 2007. The decrease
in revenue for Flowstar is directly attributable to problems caused by
reductions in well licensing, drilling activities, and capital spending, which
continue to affect the Canadian natural gas industry. Based on information
published by the Canadian Association of Petroleum Producers, well licensing is
down 14% and well completions are down 24% for gas wells in the third quarter of
2008 when compared to the same period for 2007. These current declines in
revenue for Flowstar are directly attributable to the decrease in new natural
gas wells being brought into production.

In order to offset these declines, we have focused on improving
our sales coverage for the Flowstar DCR systems through increased exposure to
the upstream measurement community, which we believe has resulted in, and will
continue to result in, an increased market awareness of the Flowstar products.
Flowstar also has brought to market new products that enhance the communications
capabilities of the DCR product line, found new market niches for its existing
products and has utilized existing client relationships to attract new
customers.

Cost of Sales

As a percentage of revenues, cost of sales for the quarter
ended September 30, 2008 increased to 63.0% versus 52.0% for the quarter ended
September 30, 2007. Part of this increase is attributable to the costs of sales
of the Raider products in 2008 that we did not have in 2007. In particular, the
Raider products have significantly lower margins than the margins realized on
the sale of Flowstar products. In addition, Flowstar gave slightly larger
discounts to customers in the third quarter of 2008 in conjunction with high
volume sales orders and in an attempt to stimulate sales due to the depressed
market conditions.

Expenses

Operating expenses for the quarter ended September 30, 2008
were $2,144,115 versus $2,823,735 for the quarter ended September 30, 2007, a
decrease of $679,620. This decrease was primarily the result of decreases in
research and development expenses, consulting expenses, wages, and amortization
of technology as explained below.

On September 11, 2007, the Company effectively completed the
Merger Agreement with SDS and Scott Shemwell, who was the sole shareholder of
SDS and who is the current Chief Operating Officer of the Company. Under the
terms of the Merger Agreement, all shares of SDS common stock issued and
outstanding immediately prior to the effective time of the Merger were converted
into, and exchanged for, the right to receive 2,000,000 shares of the Companys
common stock. At the date of this transaction the Companys shares had a closing
trading price of $0.50. As these shares are restricted and represent a large
block of shares they were valued at 80% of the closing trading price or $0.40
which is equal to $800,000. As the Company considers this transaction to be with
a related party, the value of the Wescorp

14

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NAVIGATOR acquired in the transaction has been expensed as
research and development acquired. No corresponding transaction of this type
occurred in the quarter ended September 30, 2008.

Effective September 1, 2007, we also entered into two
consulting contracts that provided for options to purchase common shares. As a
result we incurred an expense of $252,500 for these options during the three
months ended September 30, 2007 with no comparable expense in the three months
ended September 30, 2008.

As the value of the technology that was on the books at
September 30, 2007, was fully impaired at December 31, 2007, no further
amortization of this asset is required. As a result, amortization of technology
has decreased by $129,161.

During the three months ended September 30, 2008, 836,273
options to purchase common shares pursuant to employment agreements for
executive officers vested and were valued at $219,600. In the same period for
2007, 808,758 options to purchase common shares pursuant to employment
agreements for executive officers vested and were valued at $328,000. Most of
the decrease in the valuation of the stock options can be attributable to the
lower closing market price of the Companys common shares on the date the stock
options vested in 2008 versus those that vested in 2007, while the exercise
price was fixed at the same amount for both years for these stock options. Thus,
the Company had a decrease of $108,400 in stock-based wages during the three
months ended September 30, 2008.

Legal and accounting costs for the three months ended September
30, 2008 were $33,743, which was a decrease of $13,333 compared to the
corresponding period of 2007. The decrease in 2008 is directly related to 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.

In order to strengthen the Board of Directors, the Company
decided to compensate outside directors in the form of shares commencing on
April 1, 2006. During the 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, directors 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 $20,726 being charged to operations for
the same period in 2007.

The above decreases were partially offset by substantial
increases in wages and benefits, advertising and investor relations interest
accreted on financial instruments, research and development, and office as
explained below.

Wages and benefits for the third quarter of 2008 include
amounts paid to individuals who formerly provided consulting services to Wescorp
in the third quarter of 2007 that have since become employees. The hiring of
these individuals as well as other persons who were not previously consultants
was necessary in order to provide adequate staffing for the new businesses
formed after the acquisition of assets from FEP. Effective September 1, 2007, we
entered into new employment contracts with Mr. Douglas Biles, President and
Chief Executive Officer, and Mr. Scott Shemwell, Chief Operating Officer. We
also provided merit increases in order to retain key employees. Due to these
changes, wages and benefits increased to $609,115 during the quarter ended
September 30, 2008 versus $462,201 during the quarter ended September 30, 2007,
an increase of $146,914.

Advertising and investor relations expenses rose by $134,820 to
$226,060 for the quarter ended September 30, 2008 versus the $91,240 reported
for the quarter ended September 30, 2007. Most of this increase 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 2007 period.

15

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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 $137,754 related to the debt discount
was recorded. No costs for the accretion of interest related to financial
instruments was incurred in the quarter ended September 30, 2007 as there were
no financial instruments that required amortization of debt discounts
outstanding during that period.

Costs for research and development increased in the quarter
ended September 30, 2008 to $271,379 compared to the $184,893 incurred in the
quarter ended September 30, 2007. Most of this increase can be attributed to
additional expenses incurred to develop the water remediation technology of
Total Fluid in the amount of $165,591 partially offset by a grant in the amount
of $10,575 resulting in a net amount of $151,273 being spent in the quarter.
Offsetting the increase in research and development expenses for Total Fluid is
a reduction in expenditures related to the VISCOSITOR. In the three months ended
September 30, 2007, approximately $65,000 in costs related to modifying the
VISCOSITOR to be a 20 to 50 barrel-per-day pilot plant were incurred with no
corresponding costs being experienced in the third quarter of 2008.

Office expenses for the quarter ended September 30, 2008 were
$193,836 compared to $121,493 for the quarter ended September 30, 2007. The
increase of $72,343 is a direct result of the increased rental space occupied to
accommodate the growth in operations, including the setting up of new offices
for the Wescorp NAVIGATOR in Texas and manufacturing facilities for Raider in
Canada. With the growth in operations, additional costs for office supplies,
telephone, and other costs have been incurred. The addition of Raider has
directly contributed approximately $33,705 to office expenses, and Total Fluid
has contributed approximately $10,358 to office expenses.

Depreciation and amortization expense for the quarter ended
September 30, 2008 was $73,184 versus $21,201 for the quarter ended September
30, 2007, an increase of $51,983. This increase was a direct result of the
additional assets acquired pursuant to the agreement with FEP dated December 18,
2007. Additional assets were also acquired to support the increased activities
related to the Wescorp NAVIGATOR division.

Consulting fees incurred during the quarter ended September 30,
2008 of $169,365 were $35,967 higher than the $133,398 incurred in the same
period for 2007. This increase is a direct result of engaging two consultants
who provided financial advice to the Company. The increased costs related to
these two new contracts were partially offset by the elimination of contracts
with consultants that existed in the three months ended September 30, 2007 that
no longer existed in the same period in 2008. The consulting contract for our
Chief Operating Officer, Mr. Scott Shemwell, has been replaced with an
employment agreement effective September 1, 2007. In addition, two other
contractors became employees effective January 1, 2008.

We incurred interest, finance and bank charges of $129,682 on
our short-term borrowings during the quarter ended September 30, 2008 compared
to $93,851 incurred during the quarter ended September 30, 2007. The increase of
$35,831 is a direct result of new debt, in the form of notes payable in the
amount of $859,328 incurred in the nine months ended September 30, 2008, and
approximately $859,500 in debentures incurred from December, 2007 to June, 2008.
Approximately $336,300 of the debentures was repaid in the third quarter of
2008. In addition, we incurred an additional note in the amount of $100,000 that
is due to a director of the Company, in the quarter ended September 30,
2008.

16

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Other Income and Expenses

For the quarter ended September 30, 2008, other expenses have
decreased by $182,208 from the same period in 2007.

We were not able to deliver free-trading shares called for
under Tranche 2, Stage Three of the agreement to acquire Vasjar, and thus we
were required to pay the former Vasjar shareholders an additional 80,000 Wescorp
common shares for each month that the shares are not delivered. This resulted in
an accrual of $248,996 being recorded for the quarter ended September 30, 2008,
which reflects the increase in shares needed to be delivered and the closing
trading price of Wescorp shares as at September 30, 2008. We were not able to
deliver free-trading shares called for under Stage Three of the agreement to
acquire Vasjar at September 30, 2007 and this resulted in an accrual of $162,127
being recorded for the quarter ended September 30, 2007. In the third quarter of
2007, an additional 730,950 shares were authorized by the board of directors to
be paid to the third party as a registration statement was not filed on a timely
basis in connection with Tranche 2, Stage Two. This resulted in an additional
expense of $346,713 being recorded in that period.

The foreign currency gain of $27,142 for the quarter ended
September 30, 2008 is 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. In the
quarter ended September 30, 2007, Wescorp had a short-tem investment of
approximately $1,436,171 denominated in Canadian dollars, which increased in
value as the Canadian dollar strengthened against the U.S. dollar. This made a
major contribution to foreign currency gains for the same period last year being
$67,082.

Interest income for the three months ended September 30, 2007
is directly related to the short-term investment made in June 2007. This
short-term investment was redeemed in June of 2008.

The gain on the disposal of assets in the quarter ended
September 30, 2007 was the direct result of disposing of a vehicle that was
nearly completely depreciated and was no longer being utilized by the Company.

Net Loss

The net loss for the quarter ended September 30, 2008 of
$1,841,467 compared to a net loss of $2,699,705 for 2007 is due to the net
effect of the decreases of $679,620 in operating expenses and $182,208 in other
expenses partially offset by a decrease in gross profit of $3,590, as explained
above.

Nine Months Ended September 30, 2008 Compared to Nine Months
Ended September 30, 2007

Revenues

Revenues during the nine months ended September 30, 2008 were
$3,094,155, compared to $2,411,395 for the nine months ended September 30, 2007,
an increase of $682,760, or 28.3% . This increase in revenue is primarily the
result of the operations of our wholly-owned subsidiary Raider which was formed
after we acquired assets from FEP on December 18, 2007. Revenues attributable to
our wholly-owned subsidiary Flowstar were $2,307,538 while revenues of Raider
contributed $786,941. Problems continue to be caused by reductions in well
licensing, drilling activities, and capital spending, which continue to affect
the Canadian natural gas industry. Based on information published by the
Canadian Association of Petroleum Producers, well licensing is down 10% and well
completions are down 20% for gas wells in the first nine months of 2008 when
compared to the same period for 2007.

17

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In order to offset these declines, we have focused on
increasing sales coverage and exposure for the Flowstar DCR systems as described
above.

The strengthening of the Canadian dollar for the nine months
ended September 30, 2008 from the exchange rate for the nine months ended
September 30, 2007 also has contributed to the increase in revenue. The exchange
rate has improved approximately 8.3% period to period. As practically all the
revenue generated is in Canadian dollars, this improvement in the exchange rate
has had a significant impact.

Cost of Sales

As a percentage of revenues, cost of sales for the nine months
ended September 30, 2008 increased to 57.7% versus 53.9% for the nine months
ended September 30, 2007. Most of this increase can be attributed to the
significantly lower margins achieved in the sale of product by Raider versus
those margins that are realized on the sale of Flowstar products and the
Flowstar discounts described above.

Expenses

Operating expenses for the nine months ended September 30, 2008
were $6,528,819 versus $5,897,370 for the nine months ended September 30, 2007,
an increase of $631,449. The largest increases in our operating expenses were in
wages and benefits, interest accreted on financial instruments, research and
development, advertising and investor relations, interest, finance and bank
charges, office, and depreciation and amortization as explained below.

In the first nine months of 2008, individuals who formerly
provided consulting services to Wescorp became employees. The hiring of these
individuals as well as other persons who were not previously consultants was
necessary in order to provide adequate staffing for the new businesses formed
after the acquisition of assets from FEP. Effective September 1, 2007, we
entered into new employment contracts with Mr. Douglas Biles, President and
Chief Executive Officer, and Mr. Scott Shemwell, Chief Operating Officer. We
also provided merit increases in order to retain key employees. Due to these
changes, wages and benefits increased to $1,910,342 during the nine months ended
September 30, 2008 versus $1,328,521 during the nine months ended September 30,
2007, an increase of $581,821.

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 was recorded. No costs for the accretion of
interest related to financial instruments were incurred in the nine months ended
September 30, 2007 as there were no financial instruments that required
amortization of debt discounts outstanding during that period.

Costs for research and development increased in the nine months
ended September 30, 2008 to $795,069 compared to the $451,572 for the nine
months ended September 30, 2007. Most of this increase can be attributed to
additional expenses incurred to develop the water remediation technology of
Total Fluid in the amount of $389,353. These costs are net of grants received in
the amount of approximately $161,700 (CAD $164,574) to assist in the development
of the water remediation technology in Total Fluid into a commercial product. No
corresponding expenses were incurred in the comparative period related to this
technology. Added costs of modifying the VISCOSITOR to be a 20 to 50
barrel-per-day pilot plant incurred in the first nine months of 2008 were
approximately $45,900 less than what was incurred for the

18

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same period in 2007. In the nine months ended September 2007,
approximately $65,000 in costs related to modifying the VISCOSITOR to be a 20 to
50 barrel-per-day pilot plant were incurred with no corresponding costs being
experienced in the same period for 2008. The higher costs incurred in 2007 are
offset by a reduction in grants received to partially reimburse the Company for
these costs. Approximately $58,000 in grant funding was received in the first
nine months of 2008 as compared to approximately $37,700 of grant money that was
received in the first nine months of 2007.

Advertising and investor relations expenses rose by $262,159 to
$541,285 for the nine months ended September 30, 2008 versus $279,126 reported
for the nine months ended September 30, 2007. This increase is a direct result
of additional costs that were incurred in the first nine months of 2008 for
brand imaging and extensive promotion of the Wescorp NAVIGATOR and Flowstar
product offerings. There was also an increase in the costs for investor
relations as additional consultants were contracted to provide these services in
the nine months ended September 30, 2008. 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 2007 period. Only one comparative
contract existed in the same period in 2007 and that contract was lower in the
amount of $4,000 per month.

We incurred interest, finance and bank charges of $425,792 for
the nine months ended September 30, 2008 compared to $175,274 incurred during
the nine months ended September 30, 2007. This increase of $250,518 is a direct
result of new debt, in the form of a debenture in the amount of $2,250,000
incurred on June 7, 2007, notes payable in the amount of $859,328 incurred in
the nine months ended September 30, 2008, and approximately $859,500 in
debentures incurred from December 2007 to June 2008. The $2,250,000 debenture
was the only portion of the increased debt that existed in the nine months ended
September 30, 2007, and only $70,890 in interest was incurred on this balance
during the nine months ended September 30, 2007. In addition, we incurred an
additional note in the amount of $100,000 that is due to a director of the
Company, in the quarter ended September 30, 2008. We also incurred financing
fees of $92,196 in the nine months ended September 30, 2008 while financing fees
of only $27,500 were incurred in the nine months ended September 30, 2007.

Office expenses for the nine months ended September 30, 2008
were $553,436 compared to $335,888 for the nine months ended September 30, 2007.
The increase of $217,548 is a direct result of the increased rental space
occupied to accommodate the growth in operations, including the setting up of
new offices for the Wescorp NAVIGATOR in Texas and manufacturing facilities for
Raider in Canada. With the growth in operations, additional costs for office
supplies, telephone, and other costs have been incurred. The addition of Raider
has directly contributed approximately $108,000 to office expenses, and Total
Fluid has contributed approximately $29,300 to office expenses during 2008.

Depreciation and amortization expense for the nine months ended
September 30, 2008 was $218,790 versus $67,521 for the nine months ended
September 30, 2007, an increase of $151,269. This increase was a direct result
of the additional assets acquired pursuant to the agreement with FEP dated
December 18, 2007. Additional assets were also acquired to support the increased
activities related to the Wescorp NAVIGATOR division.

Legal and accounting costs for the nine months ended September
30, 2008 were $300,019, which was an increase of $77,591 compared to the
corresponding period of 2007. The increase in 2008 is directly related to
additional audit and legal fees to complete the December 2007 audit. While we
incurred lower legal fees for compliance with various regulatory filings, and
for due diligence work undertaken with respect to potential business
acquisitions and other contracts, these savings were significantly lower than
the increases for other professional services provided.

Travel expenses during the nine months ended September 30, 2008
increased by $61,255 to $342,707 versus $281,452 for the nine months ended
September 30, 2007. This increase is a direct result of the increased activity
in the Ellycrack project and additional marketing of both Wescorp and Flowstar
in international markets. The addition of Total Fluid has contributed
approximately $63,100 to travel costs. The hiring of additional employees
located in the U.S. has also directly added to these increases in cost.

19

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Insurance expense for the nine months ended September 30, 2008
was $103,958 compared to $98,253 for the nine months ended September 30, 2007.
The increase in our premium for our comprehensive insurance due to our higher
asset base is the primary reason for the $5,705 increase in insurance
expense.

The above increases were partially offset by substantial
decreases in costs for research and development acquired, and consulting
fees.

As discussed above, in connection with the Merger Agreement
with SDS and Scott Shemwell, 2,000,000 shares of the Companys common stock were
issued in exchange for the SDS shares. At the date of this transaction the
Companys shares had a closing trading price of $0.50. As these shares are
restricted and represent a large block of shares they were valued at 80% of the
closing trading price, or $0.40, which is equal to $800,000. As the Company
considers this transaction to be with a related party, the value of the acquired
Wescorp NAVIGATOR was expensed as research and development acquired. No
corresponding transaction of this type occurred in the nine months ended
September 30, 2008.

Consulting fees incurred during the nine months ended September
30, 2008 were $437,337, which was $289,923 lower than the $691,293 incurred in
the same period for 2007. This decrease is a direct result of having fewer
contracts with consultants in the nine months ended September 30, 2008 when
compared to the same period in 2007. The consulting contract for our Chief
Operating Officer, Mr. Scott Shemwell, has been replaced with an employment
agreement effective September 1, 2007. In addition, two other consultants became
employees effective January 1, 2008. The costs associated with engaging two new
consultants, who provided financial advice to the Company, in the nine months
ended September 30, 2008 were for lower amounts than those that have terminated
since September 30, 2007.

Effective September 1, 2007, we also entered into two
consulting contracts that provided for options to purchase common shares. As a
result we incurred an expense of $252,500 in consulting stock-based expense
during the nine months ended September 30, 2007 with no comparable expense in
the nine months ended September 30, 2008.

During the nine months ended September 30, 2008, 1,382,385
options to purchase common shares pursuant to employment agreements for
executive officers vested and were valued at $377,200. In the same period for
2007, 1,330,838 options to purchase common shares pursuant to employment
agreements for executive officers vested and were valued at $465,600. Most of
the decrease in the valuation of the stock options can be attributable to the
lower closing market price of the Companys common shares on the date the stock
options vested in 2008 versus those that vested in 2007 while the exercise price
was fixed at the same amount for both years for these stock options. Thus, the
Company had a decrease of $88,400 in stock-based wages during the three months
ended September 30, 2008.

As the value of the technology that was on the books at
September 30, 2007 was fully impaired at December 31, 2007, no further
amortization of this asset was required in 2008. Accordingly, amortization of
technology has decreased by $387,484.

In order to strengthen the Board of Directors, the Company
decided to compensate outside directors in the form of shares commencing on
April 1, 2006. During the 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, directors 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 $60,458 being charged to operations for the
same period in 2007.

Other Income and Expenses

For the nine months ended September 30, 2008, other expenses
have decreased by $894,184 from the same period during 2007.

20

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We were not able to deliver free-trading shares called for
under Tranche 2, Stage Three of the agreement to acquire Vasjar, and thus we
were required to pay the former Vasjar shareholders an additional 80,000 Wescorp
common shares for each month that the shares are not delivered. This resulted in
an accrual of $762,300 being recorded for the nine months ended September 30,
2008, which reflects the increase in shares needed to be delivered and the
closing trading price of Wescorp shares as at September 30, 2008. The financial
statements for the same period in 2007 reflect the requirements for late
delivery of shares as stipulated by Tranche 2, Stage Two of the agreement with
the former Vasjar shareholders. In February 2007, a 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 the third party. As of September 30, 2007,
in addition to the 960,000 penalty shares incurred under the provisions of
Tranche 2, Stage Two, Wescorp agreed to pay an additional 1,163,800 penalty
shares to the third party. These shares were valued at a cost of $617,672. In
the third quarter of 2007, an additional 730,950 shares were authorized by the
board of directors to be paid to the third party as a registration statement was
not filed on a timely basis in connection with Tranche 2, Stage Two. This
resulted in an additional expense of $346,713 being recorded in the period. In
addition, we were not able to deliver free-trading shares called for under Stage
3 of the agreement to acquire Vasjar at September 30, 2007 and this resulted in
an accrual of $283,935 being recorded for the nine months ended September 30,
2007.

The foreign currency loss of $11,657 for the nine months ended
September 30, 2008 is 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 of approximately $1,478,400 denominated in
Canadian dollars, which decreased in value as the Canadian dollar weakened
against the U.S. dollar. This short-term investment was redeemed in June of
2008. Some of these losses are offset as many payables are denominated in
Canadian dollars and as that currency weakens exchange gains result when
payables are settled. The foreign currency gain of $45,807 for the nine months
ended September 30, 2007 was a direct result of the Canadian dollar consistently
strengthening against the U.S. dollar throughout that period.

During the nine months ended September 30, 2007 the Company
incurred a penalty for the late filing of the registration statement pursuant to
the terms of the subscription agreements for the private placement that was
completed in December of 2006. As a result, the Company was required to issue
additional shares to the investors in the private placement which were valued at
$424,839. The Company did not incur any similar expense during the nine months
ended September 30, 2008.

Net Loss

The decrease in net loss of $460,412 for the nine months ended
September 30, 2008 of $5,907,809 from $6,368,211 for 2007 is due to the net
effect of the increase of $631,449 in operating expense, partially offset by the
increase in gross profit of $197,667 and the decrease of $ 894,184 in other
expenses as explained above.

Continued Liquidity and Financing of Business Plan

To date, our operations have been funded by a combination of
short-term debt and equity financing. Currently, cash on hand, short-term
investments 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 2008, 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.

Currently we only have one lending arrangement in place with
banking or financial institutions for Raider. 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.

21

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We are also currently in the process of arranging financing for
our 2008 operations and investment plan. As part of our overall investment
objectives we intend to acquire and develop one or more additional technologies
in 2008. Although there is no assurance that this will occur, our total
anticipated funding requirement through the next twelve months is estimated to
be approximately five million dollars. We believe that if we are able to obtain
this financing, of which there is no assurance, our cash balances will be
sufficient to carry on normal operations for the next twelve months plus meet
any cash requirements that may be needed for target investments or acquisitions.
Any sale of additional equity securities, if undertaken, will result in dilution
to our stockholders. There can be no assurance that additional financing, when
required, will be available to us on acceptable terms, or at all.

We anticipate that the most likely major purchases of capital
assets in the next twelve months will be the potential acquisition of one or
more new businesses and/or technologies, although there is no assurance that
this will occur. However, there may be additional purchases of office equipment
and shop equipment for Flowstar and capital expenditures for Total Fluid and
Ellycrack. Total Fluid will continue to carry out its research and development
with respect to making its water remediation technologies commercially viable.
Also, Flowstar will be conducting research and development in its ongoing
program to maintain the competitive advantage of its products.

Off-Balance Sheet Arrangements

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

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Within the 90-day period prior to the filing of this report, an
evaluation was carried out under the supervision and with participation of the
Company's management, including the Companys Chief Executive Officer and
Principal Financial Officer, of the effectiveness of the Companys disclosure
controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under
the Securities Exchange Act of 1934). Based on their evaluation, as of September
30, 2008, the Companys Chief Executive Officer and Principal Financial Officer
have concluded that disclosure controls and procedures are, to the best of their
knowledge, effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Subsequent to the date of
their evaluation, there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

None.

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

On September 11, 2008, we sold 2,470,000 units of unregistered
common stock, for $0.40 per unit, for total proceeds of $988,000. Each unit
consists of one share of common stock and one common stock warrant. One warrant
entitles the holder to purchase one additional common share at a price of $0.60
per share at any time until the close of business on December 11, 2010.

The units were issued to non-US residents outside the United
States in reliance upon the exemption from registration under Regulation S of
the Securities Act of 1933, as amended. This issuance qualified for

22

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exemption from registration because (i) the securities were
sold to non-U.S. investors in an offshore transaction (as defined under
Regulation S); (ii) the Company did not use any directed selling efforts (as
defined under Regulation S) in the United States; (iii) offering restrictions
(as defined under Regulation S) were implemented by the Company; and (iv) the
investors received and will receive upon execution of any warrant restricted
securities that include all applicable legends and are subject to resale
limitations in accordance with Regulation S.

During the nine months ended September 30, 2008, the Company
issued 575,000 shares of common stock for total proceeds of $160,650. These
shares were issued for consulting fees at values ranging from $0.27 to $0.324
per share. The shares were issued to the consultants as private transactions
under Section 4(2) of the Securities Act.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

Not applicable.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
|------- | ---------------------------------------------------------

No matters were submitted to a vote of our security holders
during the three months ended September 30, 2008.

|ITEM 5. | OTHER INFORMATION
|------- | -----------------

Not applicable.

|ITEM 6. | EXHIBITS.
|------- | ---------

|Exhibit |                                                                                                                                                                                                                                                                                                                                    
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                    
|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     | Bylaws of the Company (Incorporated by reference to the
      Companys Form 10SB12G filed with the Commission on March 24, 2000, 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.)

23

---

|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.)            
|      |                                                                                                                                                                                                                                                             
|10.1  | Employment Agreement between Wescorp Energy Inc. and
      Douglas Biles (Incorporated by reference to the Companys Current Report
      on Form 8-K filed with the Commission on September 21, 2007.)                                                     
|      |                                                                                                                                                                                                                                                             
|10.2  | Employment Agreement between Wescorp Energy Inc. and
      Scott Shemwell (Incorporated by reference to the Companys Current Report
      on Form 8-K filed with the Commission on September 21, 2007.)                                                    
|      |                                                                                                                                                                                                                                                             
|10.3  | Consultant Service Agreement between Wescorp Energy Inc.,
      and Steve Cowper (Incorporated by reference to the Companys Current
    Report on Form 8-K filed with the Commission on September 21, 2007.)                                               
|      |                                                                                                                                                                                                                                                             
|10.4  | Form of Subscription Agreement (Incorporated by reference
      to the Companys Current Report on Form 8-K filed with the Commission on
      September 14, 2007.)                                                                                         
|      |                                                                                                                                                                                                                                                             
|10.5  | Form of Warrant Agreement (Incorporated by reference to
      the Companys Current Report on Form 8-K filed with the Commission on
      September 14, 2007.)                                                                                              
|      |                                                                                                                                                                                                                                                             
|10.6  | Agreement of Plan of Merger between Wescorp Energy Inc.,
      Strategic Decisions Sciences USA Inc. and Scott Shemwell (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on September 11, 2007.)
|      |                                                                                                                                                                                                                                                             
|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.

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                        | WESCORP ENERGY INC.
|----------------------- | -------------------
|                        |                    
|Date: November 17, 2008 | By:                
|                        |                    
|                        |                    
|                        |                    
|Date: November 17, 2008 | By:                
|                        |                    
|                        |                    

24

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EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                   
|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     | Bylaws of the Company (Incorporated by reference to the
      Companys Form 10SB12G filed with the Commission on March 24, 2000, 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.)                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                   
|10.1    | Employment Agreement between Wescorp Energy Inc. and
      Douglas Biles (Incorporated by reference to the Companys Current Report
      on Form 8-K filed with the Commission on September 21, 2007.)                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                   
|10.2    | Employment Agreement between Wescorp Energy Inc. and
      Scott Shemwell (Incorporated by reference to the Companys Current Report
      on Form 8-K filed with the Commission on September 21, 2007.)                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                   
|10.3    | Consultant Service Agreement between Wescorp Energy Inc.,
      and Steve Cowper (Incorporated by reference to the Companys Current
      Report on Form 8-K filed with the Commission on September 21, 2007.)                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                   
|10.4    | Form of Subscription Agreement (Incorporated by reference
      to the Companys Current Report on Form 8-K filed with the Commission on
      September 14, 2007.)                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                   
|10.5    | Form of Warrant Agreement (Incorporated by reference to
      the Companys Current Report on Form 8-K filed with the Commission on
      September 14, 2007.)                                                                                                                                                                    

25

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|10.6  | Agreement of
        Plan of Merger between Wescorp Energy Inc., Strategic Decisions Sciences
        USA Inc. and Scott Shemwell (Incorporated by reference to the Companys
        Current Report on Form 8-K filed with the Commission on September 11,
        2007.)
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                           
|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.

26

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