---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(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, 2007

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 
4thAvenue 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 past 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 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 19, 2007 was 57,517,120.

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

---



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

- THIS QUARTERLY REPORT ON FORM 10-QSB 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-QSB, 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 2006. 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
  ADEQUATLEY PROTECT OUR INTELLECTURAL PROPERTY;
- WE WILL NOT SUCCESSFULLY IDENTIFY OR COMPLETE ANY OTHER SUITABLE
  ACQUISITIONS;
- OUR PRIMARY CUSTOMERS ARE ENERGY-RELATED, WHICH TEND TO BE CYCLICAL AND
  THEREFORE ANY DOWNTURNS IN THIS CYCLICAL INDUSTRY COULD ADVERSELY AFFECT
  OPERATIONS;
- THE ENERGY-RELATED INDUSTRY THAT WE SERVICE IS HEAVILY REGULATED
  (INCLUDING CO2 RELATED ISSUES) AND THE COSTS ASSOCIATED WITH SUCH REGULATED
  INDUSTRIES INCREASE THE COSTS OF DOING BUSINESS;
- MANAGEMENT IS ADEQUATE TO INTEGRATE ANY BUSINESSES ACQUIRED;
- MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND TO MANAGE ITS
  GROWTH EFFECTIVELY AND EFFICIENTLY;
- MANAGEMENT WILL BE ABLE TO EFFECTIVELY DEAL WITH CURRENT AND FUTURE
  COMPETITIVE FORCES IN THE MARKET;
- THERE WILL BE ADEQUATE CAPITAL TO FUND OUR BUSINESS;
- WE MANAGE ANY FOREIGN EXCHANGE RISK ADEQUATELY;
- WE COULD FACE SIGNIFICANT LIABILITIES IN CONNECTION WITH OUR TECHNOLOGY
  AND OPERATIONS THAT, IF INCURRED BEYOND ANY INSURANCE LIMITS, COULD ADVERSELY
  AFFECT OUR BUSINESS AND FINANCIAL CONDITION;
- OUR NEED FOR ADDITIONAL CAPITAL MAY HARM OUR FINANCIAL CONDITION OR LIMIT
  OUR ABILITY TO FUND ACQUISITIONS; 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.

---

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



|Index                                                                                                                         |    
|----------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                              |    
|Consolidated Balance
      Sheets at September 30, 2007 (Unaudited) and December 31, 2006                                     | F-1
|                                                                                                                              |    
|Consolidated Statements
      of Operations for the three and nine months ended September 30, 2007 and
      2006 (Unaudited) | F-2
|                                                                                                                              |    
|Consolidated Statement
      of Stockholders' Equity (Deficit) as of September 30, 2007 (Unaudited)                           | F-3
|                                                                                                                              |    
|Consolidated Statements
      of Cash Flows for the nine months ended September 30, 2007 and 2006
      (Unaudited)           | F-4
|                                                                                                                              |    
|Notes to the
      Consolidated Financial Statements                                                                          | F-5

---

WESCORP ENERGY INC. 
  CONSOLIDATED BALANCE SHEETS

|                                                               |   | September 30, |   |   | December 31, |  
|-------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                               |   | 2007          |   |   | 2006         |  
|                                                               |   | (Unaudited)   |   |   |              |  
|ASSETS                                                         |   |               |   |   |              |  
|CURRENT ASSETS                                                 |   |               |   |   |              |  
|Cash                                                           | $ | 1,108,816     |   | $ | 499,233      |  
|Restricted cash                                                |   | -             |   |   | 171,000      |  
|Accounts receivable, net of allowance for doubtful             |   |               |   |   |              |  
|accounts of $19,994 and $20,408, respectively                  |   | 787,953       |   |   | 695,445      |  
|Inventories (Note 4)                                           |   | 943,407       |   |   | 1,053,258    |  
|Short-term investment (Note 5)                                 |   | 1,436,171     |   |   | -            |  
|Prepaid expenses                                               |   | 295,254       |   |   | 503,264      |  
|TOTAL CURRENT ASSETS                                           |   | 4,571,601     |   |   | 2,922,200    |  
|                                                               |   |               |   |   |              |  
|PROPERTY AND EQUIPMENT, net
      (Note 6)                     |   | 130,286       |   |   | 138,196      |  
|                                                               |   |               |   |   |              |  
|OTHER ASSETS                                                   |   |               |   |   |              |  
|Investments (Note 7)                                           |   | 2,651,158     |   |   | 2,655,925    |  
|Technology, net (Note 8)                                       |   | 2,307,132     |   |   | 2,694,616    |  
|Other receivables                                              |   | 241,807       |   |   | 72,023       |  
|TOTAL OTHER ASSETS                                             |   | 5,200,097     |   |   | 5,422,564    |  
|                                                               |   |               |   |   |              |  
|TOTAL ASSETS                                                   | $ | 9,901,984     |   | $ | 8,482,960    |  
|                                                               |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                           |   |               |   |   |              |  
|CURRENT LIABILITIES                                            |   |               |   |   |              |  
|Accounts payable and accrued liabilities                       | $ | 1,419,628     |   | $ | 1,697,212    |  
|Current portion of notes payable (Note 9)                      |   | 425,496       |   |   | 47,936       |  
|Agreement payable (Note 10)                                    |   | 400,000       |   |   | 800,000      |  
|Due to related parties (Note 17)                               |   | 898,513       |   |   | 665,529      |  
|Related party note payable (Note 17)                           |   | 1,924,681     |   |   | 1,924,681    |  
|Convertible debentures (Note 11)                               |   | 90,000        |   |   | 90,000       |  
|TOTAL CURRENT LIABILITIES                                      |   | 5,158,318     |   |   | 5,225,358    |  
|                                                               |   |               |   |   |              |  
|NOTES PAYABLE, net of current
      portion (Note 9)           |   | 48,934        |   |   | 76,129       |  
|                                                               |   |               |   |   |              |  
|CONVERTIBLE DEBENTURES (Note
      11)                         |   | 2,250,000     |   |   | -            |  
|                                                               |   |               |   |   |              |  
|COMMITMENTS AND CONTINGENCIES
      (Notes 1 and 16)           |   |               |   |   |              |  
|                                                               |   |               |   |   |              |  
|STOCKHOLDERS' EQUITY                                           |   |               |   |   |              |  
|Preferred stock, 50,000,000 shares authorized,
      $0.0001   |   |               |   |   |              |  
|par value; no shares issued
      (Note 12)                    |   |               |   |   |              |  
|Common stock, 250,000,000 shares authorized,
      $0.0001     |   |               |   |   |              |  
|par value; 55,012,370 and
      52,195,130 shares              |   |               |   |   |              |  
|issued and
      outstanding, respectively (Note 12)           |   | 5,749         |   |   | 5,218        |  
|Additional paid-in capital                                     |   | 24,375,802    |   |   | 21,332,583   |  
|Deferred compensation                                          |   | (96,066       | ) |   | -            |  
|Shares issuable                                                |   | 1,375,000     |   |   | -            |  
|Subscription receivable                                        |   | (22,500       | ) |   | (97,500      | )
|Funds received for exercise of warrants and private placements |   | 1,480,663     |   |   | 382,354      |  
|Accumulated other comprehensive income                         |   | 1,394,690     |   |   | 1,259,213    |  
|Accumulated deficit                                            |   | (26,068,606   | ) |   | (19,700,395  | )
|TOTAL STOCKHOLDERS'
      EQUITY                               |   | 2,444,732     |   |   | 3,181,473    |  
|                                                               |   |               |   |   |              |  
|TOTAL LIABILITIES AND                                          |   |               |   |   |              |  
|STOCKHOLDERS' EQUITY                                           | $ | 9,901,984     |   | $ | 8,482,960    |  

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

---

WESCORP ENERGY INC. 
  CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)

|                                                               |   | Three Months Ended September 30, |   |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | -
|                                                               |   | 2007                             |   |   | 2006                            |  
|                                                               |   |                                  |   |   |                                 |  
|REVENUES                                                       | $ | 1,099,791                        |   | $ | 448,041                         |  
|                                                               |   |                                  |   |   |                                 |  
|COST OF SALES                                                  |   | 571,957                          |   |   | 251,827                         |  
|                                                               |   |                                  |   |   |                                 |  
|GROSS PROFIT                                                   |   | 527,834                          |   |   | 196,214                         |  
|                                                               |   |                                  |   |   |                                 |  
|EXPENSES                                                       |   |                                  |   |   |                                 |  
|Wages and benefits                                             |   | 462,201                          |   |   | 349,858                         |  
|Wages stock
      based (Note 14)                              |   | 328,000                          |   |   | 20,123                          |  
|Consulting                                                     |   | 133,398                          |   |   | 355,358                         |  
|Consulting
      stock based (Note 14)                         |   | 252,500                          |   |   | -                               |  
|Research and development                                       |   | 184,893                          |   |   | 190,835                         |  
|Research
      and development stock based (Note 19)           |   | 800,000                          |   |   | -                               |  
|Amortization of technology                                     |   | 129,161                          |   |   | 129,161                         |  
|Office                                                         |   | 121,493                          |   |   | 110,376                         |  
|Advertising and investor
      relations                       |   | 91,240                           |   |   | 25,643                          |  
|Travel                                                         |   | 105,047                          |   |   | 72,914                          |  
|Legal and accounting                                           |   | 47,076                           |   |   | 64,587                          |  
|Insurance                                                      |   | 32,948                           |   |   | 36,723                          |  
|Depreciation and amortization                                  |   | 21,201                           |   |   | 23,833                          |  
|Interest,
      finance and bank charges                       |   | 20,092                           |   |   | 8,533                           |  
|Directors fees                                                 |   | 20,726                           |   |   | 17,754                          |  
|Interest
      on short-term borrowing                         |   | 73,759                           |   |   | 22,716                          |  
|TOTAL OPERATING EXPENSES                                       |   | 2,823,735                        |   |   | 1,428,414                       |  
|                                                               |   |                                  |   |   |                                 |  
|LOSS FROM OPERATIONS                                           |   | (2,295,901                       | ) |   | (1,232,200                      | )
|                                                               |   |                                  |   |   |                                 |  
|OTHER INCOME (EXPENSE)                                         |   |                                  |   |   |                                 |  
|Penalty for
      late delivery of shares (Note 10)            |   | (508,840                         | ) |   | (156,000                        | )
|Penalty for late filing of
      registration statement        |   | -                                |   |   | -                               |  
|Foreign currency
      translation gain (loss)                 |   | 67,082                           |   |   | (1,737                          | )
|Interest and other income                                      |   | 23,634                           |   |   | 12                              |  
|Gain on disposition
      of assets                            |   | 14,320                           |   |   | -                               |  
|TOTAL OTHER INCOME (EXPENSE)                                   |   | (403,804                         | ) |   | (157,725                        | )
|                                                               |   |                                  |   |   |                                 |  
|NET LOSS                                                       | $ | (2,699,705                       | ) | $ | (1,389,925                      | )
|                                                               |   |                                  |   |   |                                 |  
|OTHER COMPREHENSIVE INCOME                                     |   |                                  |   |   |                                 |  
|Foreign currency translation
      gain                        |   | 92,712                           |   |   | 295                             |  
|Unrealized gain (loss) on available-for-sale
      investments |   | 921,480                          |   |   | (1,149,263                      | )
|                                                               |   | 1,014,192                        |   |   | (1,148,968                      | )
|                                                               |   |                                  |   |   |                                 |  
|COMPREHENSIVE LOSS                                             | $ | (1,685,513                       | ) | $ | (2,538,893                      | )
|                                                               |   |                                  |   |   |                                 |  
|BASIC AND DILUTED NET LOSS PER SHARE                           | $ | (0.05                            | ) | $ | (0.03                           | )
|                                                               |   |                                  |   |   |                                 |  
|WEIGHTED AVERAGE NUMBER COMMON SHARES                          |   |                                  |   |   |                                 |  
|OUTSTANDING - BASIC AND DILUTED                                |   | 55,621,012                       |   |   | 42,808,749                      |  

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

---

WESCORPENERGYINC.CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERS'EQUITY

Funds
      
      
      
      
      
      Accumulated
      
      
      TotalCommon
        Stock
      
      
      Additional
      
      
      
      
      
      
      
      
      
      
      
      Received
      
      
      
      
      
      Other
      
      
      Stockholders'Number
      
      
      
      
      
      Paid-in
      
      
      Deferred
      
      
      Shares
      
      
      Subscription
      
      
      for Exercise
      
      
      Accumulated
      
      
      Comprehensive
      
      
      Equityof
        Shares
      
      
      Amount
      
      
      Capital
      
      
      Compensation
      
      
      Issuable
      
      
      Receivable
      
      
      of
        Warrants
        and private
        placements
      
      
      Deficit
      
      
      Income
        (Loss)
      
      
      (Deficit)Balance, December 31, 2006
      52,195,230
      
      $
      5,218
      
      $
      21,332,583
      
      $
      -
      
      $
      -
      
      $
      (97,500
      )
      $
      382,354
      
      $
      (19,700,395
      )
      $
      1,259,213
      
      $
      3,181,473Warrants exercised at $0.25 per share
      200,000
      
      
      20
      
      
      49,980
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      50,000Warrants exercised at $0.35
        per share
      570,000
      
      
      57
      
      
      199,443
      
      
      -
      
      
      -
      
      
      -
      
      
      (199,500
      )
      
      -
      
      
      -
      
      
      -Proceeds received from common
        stock issued for privateplacement
        at $0.50 per unit
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      85,000
      
      
      -
      
      
      -
      
      
      -
      
      
      85,000Common stock issued to settle accounts payable
        at $0.44 per share
      321,059
      
      
      32
      
      
      141,234
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      141,266Common stock issued to settle
        accounts payable at $0.50 per share
      532,624
      
      
      53
      
      
      266,259
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      266,312Common stock issued for private placement
        at $0.50 per unit
      20,000
      
      
      2
      
      
      9,998
      
      
      -
      
      
      -
      
      
      (10,000
      )
      
      -
      
      
      -
      
      
      -
      
      
      -Common stock
        issued for director's fees at $0.48 per share
      250,000
      
      
      25
      
      
      119,975
      
      
      (120,000
      )
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Amortization of deferred share
        compensation
      -
      
      
      -
      
      
      -
      
      
      23,934
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      23,934Common stock
        issued pursuant to terms of cashless warrant at$0.49 per share
      73,780
      
      
      7
      
      
      36,145
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      36,152Common stock
        issued for consulting fees at $0.497 per share
      100,000
      
      
      10
      
      
      49,657
      
      
      -
      
      
      -
      
      
      -
      
      
      (49,667
      )
      
      -
      
      
      -
      
      
      -Common shares issued to investors
        in pivate placement relating to
      
      
      
      
      
      
      
      
      
      -
      
      
      -delay
        in share registration
      849,677
      
      
      85
      
      
      424,754
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      424,839Common stock issued to settle
        debt at $0.46 per share
      2,404,750
      
      
      240
      
      
      1,105,945
      
      
      -
      
      
      575,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,106,185Fair value of
        common stock to be isssued for acquisition ofStrategic Decision
        Sciences (USA) Inc.
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      800,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Legal fees related
        to private placement
      -
      
      
      -
      
      
      (15,771
      )
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (15,771
      )Financing fees on private placement
      -
      
      
      -
      
      
      (62,500
      )
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (62,500
      )Foreign currency
        translation gain
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      140,244
      
      
      140,244Unrealized holding loss on available-for-sale
        securities
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (4,767
      )
      
      (4,767
      )Stock-based compensation
      -
      
      
      -
      
      
      718,100
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      718,100Proceeds received from exercise
        of warrants prior to issuance
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      97,476
      
      
      -
      
      
      -
      
      
      97,476Proceeds received from
        private placement prior to issuance
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,250,000
      
      
      -
      
      
      -
      
      
      1,250,000Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (6,368,211
      )
      
      -
      
      
      (6,368,211
      )Balance, September 30, 2007 (Unaudited)
      57,517,120
      
      $
      5,749
      
      $
      24,375,802
      
      $
      (96,066
      )
      $
      1,375,000
      
      $
      (22,500
      )
      $
      1,480,663
      
      $
      (26,068,606
      )
      $
      1,394,690
      
      $
      2,444,732


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

---

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

|                                                                          |   | Nine Months Ended September 30, |  
|------------------------------------------------------------------------- | - | ------------------------------- | -
|                                                                          |   | 2007                            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |   |                                 |  
|Net loss                                                                  | $ | (6,368,211                      | )
|Adjustments to reconcile net loss                                         |   |                                 |  
|to net cash used in operating activities:                                 |   |                                 |  
|Depreciation
      and amortization                                       |   | 67,521                          |  
|Amortization of technology                                                |   | 387,484                         |  
|Stock-based
      compensation                                            |   | 718,100                         |  
|Common stock issued
      for penalties on late filing of registration    |   |                                 |  
|statement                                                                 |   | 424,839                         |  
|Common stock issued
      to pay penalties for late delivery of shares    |   | 964,385                         |  
|Research
      and development stock based (Note 19)                      |   | 800,000                         |  
|Gain on disposition
      of assets                                       |   | (14,320                         | )
|Fair
      value of common stock and warrants issued for services         |   | 60,086                          |  
|Changes in operating
      assets and liabilities:                        |   |                                 |  
|Restricted cash                                                           |   | 171,000                         |  
|Accounts
      receivable                                                 |   | (92,508                         | )
|Inventories                                                               |   | 109,851                         |  
|Prepaid
      expenses                                                    |   | 208,010                         |  
|Deposits                                                                  |   | -                               |  
|Accounts
      payable and accrued liabilities                            |   | 445,794                         |  
|Net
      cash used in operating activities                               |   | (2,117,969                      | )
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     |   |                                 |  
|Increase
      in short-term investment                                   |   | (1,436,171                      | )
|Purchase of property
      and equipment                                  |   | (60,454                         | )
|Cash
      invested in other receivables                                  |   | (157,563                        | )
|Proceeds from disposition
      of assets                                 |   | 15,162                          |  
|Cash
      provided by acquisition                                        |   | 1,000                           |  
|Increase in investments                                                   |   | -                               |  
|Net
      cash used in investing activities                               |   | (1,638,026                      | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     |   |                                 |  
|Repayments
      on notes payable                                         |   | (37,852                         | )
|Proceeds from notes
      payable                                         |   | 364,343                         |  
|Proceeds
      from convertible debentures                                |   | 2,250,000                       |  
|Increase in amounts
      due to related parties                          |   | 232,984                         |  
|Repayments
      on convertible debentures                                |   | -                               |  
|Proceeds received
      from exercise of warrants prior to issuing shares |   | 97,476                          |  
|Proceeds
      from subscriptions receivable                              |   | 85,000                          |  
|Proceeds from issuance
      of common stock                              |   | 50,000                          |  
|Proceeds
      received from private placement prior to issuing shares    |   | 1,250,000                       |  
|Private placement
      issuance costs                                    |   | (78,271                         | )
|Net
      cash provided by financing activities                           |   | 4,213,680                       |  
|Effect of exchange rates                                                  |   | 151,898                         |  
|Net increase (decrease) in cash                                           |   | 609,583                         |  
|Cash, beginning of period                                                 |   | 499,233                         |  
|Cash, end of period                                                       | $ | 1,108,816                       |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                       |   |                                 |  
|Cash paid for:                                                            |   |                                 |  
|Interest                                                                  | $ | 117,289                         |  
|Income taxes                                                              | $ | -                               |  
|                                                                          |   |                                 |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                              |   |                                 |  
|Shares issued to settle accounts payable                                  | $ | 407,578                         |  

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

---

|                                          
|------------------------------------------
|WESCORP ENERGY INC.                       
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                               
|September 30, 2007                        
|                                          

NOTE 1  BASIS OF PRESENTATION

The foregoing unaudited interim financial statements have been
  prepared in accordance with generally accepted accounting principles for interim
  financial information and with the instructions to Form 10-QSB and Regulation
  S-B as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly,
  these financial statements do not include all of the disclosures required by
  generally accepted accounting principles for complete financial statements.
  The accompanying unaudited financial statements and related notes should be
  read in conjunction with the audited financial statements and the Form 10-KSB
  of the Company for the year ended December 31, 2006. In the opinion of management,
  the unaudited interim financial statements furnished herein include all adjustments,
  all of which are of a normal recurring nature, necessary for a fair statement
  of the results for the interim period presented.

The preparation of financial statements in accordance with generally
  accepted accounting principles requires the use of estimates and assumptions
  that affect the reported amounts of assets and liabilities, disclosure of contingent
  assets and liabilities known to exist as of the date the financial statements
  are published, and the reported amounts of revenues and expenses during the
  reporting period. Uncertainties with respect to such estimates and assumptions
  are inherent in the preparation of the Company's financial statements; accordingly,
  it is possible that the actual results could differ from these estimates and
  assumptions that could have a material effect on the reported amounts of the
  Company's financial position and results of operations.

Operating results for the nine month period ended September 30,
  2007 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 2007.

Going Concern 
  These consolidated financial statements have been prepared under the assumption
  that the Company will continue on a going concern basis and that it will be
  able to realize assets and discharge liabilities in the normal course of business.
  As shown in the accompanying financial statements, the Company had a working
  capital deficit of $586,717 at September 30, 2007 and has incurred an accumulated
  deficit of approximately $26,068,606 through September 30, 2007. The Company
  has changed its focus to acquire, develop, and commercialize technologies that
  are designed to improve the management, environmental and economic performance
  of field operations in the oil and gas industries which will, if successful,
  mitigate these factors that raise substantial doubt about the Companys
  ability to continue as a going concern. The financial statements do not include
  any adjustments relating to the recoverability and classification of recorded
  assets, or the amounts and classification of liabilities that might be necessary
  in the event the Company cannot continue as a going concern.

The Companys continuance as a going concern is dependent
  upon its ability to raise financing and generate revenue in the future. Management
  believes the Company will attain these goals by seeking additional capital from
  new equity securities offerings that will provide funds needed to increase liquidity,
  fund internal growth, and fully implement its business plan.

Through the next fiscal year, management estimates that significant
  additional funding is necessary to continue operations, expand Canadian markets
  and develop markets in the United States for the Flowstar technology, develop
  a pilot plant for the Ellycrack technology, and to acquire any new businesses.
  The timing and amount of capital requirements will depend on a number of factors,
  including demand for products and services and the availability of opportunities
  for international expansion through affiliations and other business relationships.

NOTE 2  ORGANIZATION AND DESCRIPTION OF BUSINESS

Wescorp Energy Inc. (Wescorp or the Company)
  was incorporated in Delaware on August 11, 1998. The Company acquires, develops,
  and commercializes technologies that are designed to improve the management,
  environmental and economic performance of field operations for energy producers.
  The Companys business model is to acquire, fund and develop new systems
  and technologies in this field through investments in companies or products
  for which early stage product development has been completed.

During the year ended December 31, 2004, the Company completed
  the purchase of two companies, Flowstar Technologies Inc. and Flowray Inc. (collectively
  called Flowstar) involved in the development of products for the
  petroleum industry. The original purchase agreement of the two companies was
  amended in 2004 to increase the interest to be acquired by Wescorp from 51%
  to 100%. The target companies were in the start-up phase of operations in 2003.
  In 2004, Flowstar completed the development and testing of its products and
  reported sales. In August 2004, the Company acquired 100% of the outstanding
  shares of Vasjar Trading Ltd. (Vasjar) in order to obtain the rights
  to the Digital Chart Recording (DCR) technology.

---

The DCR system consists of a turbine based flow measurement signal
  generating device, temperature and pressure probes and a flow computer, which
  performs all of the corrected flow calculations. The primary source of revenue
  for the Company is from the sale of DCR systems, related accessories and service
  of the systems.

The Companys year end is December 31. The Company is headquartered
  in Calgary, Alberta, Canada.

NOTE 3  RECLASSIFICATIONS

Certain amounts from prior periods have been reclassified to
  conform to the current period presentation.

NOTE 4  INVENTORIES

The components of inventory were as follows at:

| |                |   | September 30, |  |   | December 31, | 
| | -------------- | - | ------------- |  | - | ------------ | 
| |                |   | 2007          |  |   | 2006         | 
| |                |   | (Unaudited)   |  |   |              | 
| | Finished goods | $ | 920,630       |  | $ | 1,025,847    | 
| | Raw materials  |   | 22,777        |  |   | 27,410       | 
| |                | $ | 943,407       |  | $ | 1,053,258    | 

NOTE 5  SHORT-TERM INVESTMENT

During the second quarter the Company invested approximately
  $1,316,577 (CAD 1,400,000) in a debenture certificate. This investment bears
  simple interest at a rate of 7% per annum and matures on December 31, 2007.
  The balance of $1,436,171 at September 30, 2007 includes accrued interest.

NOTE 6  PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

| |                                |   | September 30, |  |   | December 31, | 
| | ------------------------------ | - | ------------- |  | - | ------------ | 
| |                                |   | 2007          |  |   | 2006         | 
| |                                |   | (Unaudited)   |  |   |              | 
| | Automotive equipment           | $ | 129,537       |  | $ | 166,275      | 
| | Computer hardware              |   | 52,969        |  |   | 37,135       | 
| | Computer software              |   | 48,983        |  |   | 13,852       | 
| | Furniture and fixtures         |   | 26,273        |  |   | 23,584       | 
| | Leasehold improvements         |   | 40,061        |  |   | 38,143       | 
| | Office equipment               |   | 43,702        |  |   | 43,318       | 
| | Tools and equipment            |   | 26,985        |  |   | 22,489       | 
| |                                |   | 368,510       |  |   | 344,796      | 
| | Less: accumulated depreciation |   | 238,224       |  |   | 206,600      | 
| |                                | $ | 130,286       |  | $ | 138,196      | 

Depreciation and amortization expense for the nine months ended
  September 30, 2007 and 2006 was $67,521 and $75,831, respectively.

---

NOTE 7  INVESTMENTS

Investments consisted of the following at:

| |                     |   | September 30, |  |   | December 31, | 
| | ------------------- | - | ------------- |  | - | ------------ | 
| |                     |   | 2007          |  |   | 2006         | 
| |                     |   | (Unaudited)   |  |   |              | 
| | Oilsands Quest Inc. | $ | 2,082,733     |  | $ | -            | 
| | Ellycrack AS        |   | 538,186       |  |   | 538,186      | 
| | Eureka Oil AS       |   | 15,840        |  |   | 15,840       | 
| | Tarblaster AS       |   | 14,399        |  |   | 14,399       | 
| | Synenco Energy Inc. |   | -             |  |   | 2,087,500    | 
| |                     | $ | 2,651,158     |  | $ | 2,655,925    | 

Synenco Energy Inc. 
  On June 9, 2003, the Company signed an option agreement allowing the Company
  to purchase up to 1,000,000 common stock shares of Synenco Energy Inc. (Synenco),
  a company involved in the potential development of an oil sands lease in the
  Athabasca Oil Sands area of northern Alberta, Canada. Under the terms of the
  option, the Company could acquire the maximum number of Synenco shares upon
  payment of $3,700,000 as follows: $2,815,000 in cash and $885,000 ($0.30 per
  share) in Company stock. In total, the Company has purchased 170,000 Synenco
  shares and paid $530,462, which was recorded as an investment using the cost
  basis. On April 23, 2004, the Company set aside 600,000 shares of common stock
  for delivery to the vendor as partial consideration of the proposed acquisition.
  On May 6, 2004, Wescorp delivered these shares to the vendor's legal counsel
  with an undertaking not to release the Wescorp shares until 170,000 Synenco
  shares have been transferred to Wescorp. The number of Synenco shares to be
  transferred to Wescorp corresponds to the amount of cash paid and shares issued
  by Wescorp in proportion to the total purchase price for the 1,000,000 Synenco
  shares. The balance of the option expired without being exercised on March 31,
  2004. In November 2005, Synenco became a publicly traded company on the TSX
  Exchange and the value of the shares increased substantially. As such, the Company
  reclassified this investment to available-for-sale securities and recorded the
  investment at its fair value. During the quarter ended March 31, 2007, these
  shares were exchanged for shares of Oilsands Quest Inc. as described below.

Oilsands Quest Inc. 
  On March 23, 2007, the Company exchanged its 170,000 shares of Synenco for 470,143
  common shares of Oilsands Quest Inc. (Oilsands), a company publicly
  traded on the American Stock Exchange under the symbol BQI. During
  the nine months ended September 30, 2007, the Company recognized an unrealized
  holding loss of $4,767 in comprehensive income associated with the decline in
  the market value of the investment, inclusive of the Synenco investment prior
  to this transaction. No income tax effect has been reflected in accumulated
  other comprehensive income as the Company has available net operating loss carryforwards
  to offset the excess of the accumulated unrealized holding gain as at September
  30, 2007.

Agreement with Ellycrack AS 
  Wescorp has purchased an aggregate 752,000 shares of common stock of Ellycrack
  AS (Ellycrack), a privately held company in Norway, in exchange
  for 300,000 shares of its common stock and $269,000. Wescorps investment
  represents approximately 13% of the issued and outstanding common shares of
  Ellycrack.

Investment in Eureka Oil AS 
  In 2006, Wescorp paid $15,840 for 66,667 common shares of Eureka Oil AS (Eureka),
  a privately held company in Norway, at 1.50 Kroners per share (approximately
  $0.24 per share). Wescorps investment represents 0.03% of the issued and
  outstanding common shares of Eureka.

Investment in Tarblaster AS 
  In 2006, Wescorp paid $14,399 for 900,000 common shares of Tarblaster AS (Tarblaster),
  a privately held company in Norway, at 0.10 Kroners per share(approximately
  $0.02 per share). Wescorps investment represents 13.85% of the issued
  and outstanding common shares of Tarblaster

---

NOTE 8  TECHNOLOGY

The Company acquired DCR technology rights through its acquisitions
  of Flowstar and Vasjar which are included in intangible assets. These items
  represent the acquisition cost of the assets purchased from Flowstar and Vasjar
  in 2004. The Companys intangible assets are summarized as follows:

| |                                       |   | September 30, 2007 |  |   | December 31, 2006 | 
| | ------------------------------------- | - | ------------------ |  | - | ----------------- | 
| |                                       |   | (Unaudited)        |  |   |                   | 
| | DCR technology acquired from Vasjar   | $ | 3,503,824          |  | $ | 3,503,824         | 
| | DCR technology acquired from Flowstar |   | 414,073            |  |   | 414,073           | 
| |                                       |   | 3,917,897          |  |   | 3,917,897         | 
| | Less: accumulated amortization        |   | 1,610,765          |  |   | 1,223,281         | 
| |                                       | $ | 2,307,132          |  | $ | 2,694,616         | 

The technology acquired from Flowstar relates to the right to
  use the DCR technology in markets in Canada and the technology acquired from
  Vasjar relates to markets outside of Canada. Amortization of the technology
  is recorded on a straight-line basis over its useful life of approximately eight
  years which is estimated to expire in March 2012. The Company periodically reviews
  its DCR technology rights to assess recoverability based on projected undiscounted
  cash flows from operations. Impairments are recognized in operating results
  when a permanent diminution in value occurs. To date, no impairment of the Companys
  DCR technology has been identified.

NOTE 9  NOTES PAYABLE

The following comprises the Companys notes payable at:

|                                                                                                      |   | September 30, |  |   | December 31, | 
|----------------------------------------------------------------------------------------------------- | - | ------------- |  | - | ------------ | 
|                                                                                                      |   | 2007          |  |   | 2006         | 
|                                                                                                      |   | (Unaudited)   |  |   |              | 
|Note payable  Interest at 0.0%, and secured
      by automotive assets of Flowstar, payable $569 per |   |               |  |   |              | 
|month, principal only, due July 2008                                                                  | $ | 6,656         |  | $ | 10,813       | 
|Note payable  Interest at 7.75%, compounded
      monthly and secured by automotive assets of        |   |               |  |   |              | 
|Flowstar, payable $677 per month, principal and interest, due
      September 2009                    |   | -             |  |   | 20,064       | 
|Note payable  Interest at 9.45%, compounded
      monthly and secured by automotive assets of        |   |               |  |   |              | 
|Flowstar, payable $387 per month, principal and interest, due
      July 2010                         |   | 13,446        |  |   | 14,059       | 
|Note payable  Interest at 0.90%, compounded
      monthly and secured by automotive assets of        |   |               |  |   |              | 
|Flowstar, payable $627 per month, principal and interest, due
      September 2010                    |   | 26,070        |  |   | 27,767       | 
|Note payable  Interest at 0.0%, and secured
      by automotive assets of Flowstar, payable $825 per |   |               |  |   |              | 
|month, principal only, due November 2009                                                              |   | 25,100        |  |   | 28,887       | 
|Notes payable  Interest at 0.0%, unsecured                                                           |   | 22,475        |  |   | 22,475       | 
|Notes payable  Interest at 12.0%, secured by accounts
      receivable and inventories of Flowstar,  |   |               |  |   |              | 
|payable $3,197 interest only per month, due
      November 2007                                       |   | 341,258       |  |   | -            | 
|Notes payable  Interest at 6.09%, secured by software
      license                                  |   | 39,425        |  |   | -            | 
|Total
      notes payable                                                                             |   | 474,430       |  |   | 124,065      | 
|Amounts due within
      one year                                                                     |   | 425,496       |  |   | 47,936       | 
|                                                                                                      | $ | 48,934        |  | $ | 76,129       | 

Annual future aggregate principal payments on notes payable are
  as follows:

Periods ending September 30,2007
      $
      425,4952008
      
      25,0472009
      
      15,0312010
      
      -2011
      
      8,857$
      474,430


---

NOTE 10 AGREEMENT PAYABLE

In connection with the acquisition of Flowstar, the Company concluded
  the acquisition of 100% of the outstanding shares of Vasjar, a British Virgin
  Islands company on August 19, 2004. Vasjar in turn owns five Barbadian subsidiaries
  including 100% of the outstanding shares of Quadra Products International Inc.
  (Quadra) and Flowstar International, Inc. (Flowstar International).
  Vasjars wholly-owned subsidiary Quadra owns the rights to the technology
  related to the DCR 900 system. Pursuant to an agreement dated effective as of
  August 30, 2003, Flowray Inc. had transferred to Quadra all of its intellectual
  property rights, including rights to the DCR technology, in consideration of
  a promissory note in the principal amount of $436,270 (CDN$604,500) without
  interest. On December 31, 2004, Flowray and Flowstar were amalgamated and as
  a result the promissory note is now an asset of Flowstar. This promissory note
  is eliminated upon consolidation.

The purchase called for the initial payment of 2,400,000 common
  shares of Wescorp, with an additional minimum 2,080,000 common shares issued
  over three years (480,000 on or before April 1, 2005, 800,000 on or before April
  1, 2006, and 800,000 on or before April 1, 2007).

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 former 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 shareholders) issued on April 28, 2004; and
- Tranche 2: up to an aggregate of 2,080,000 additional shares of common stock
    of the Company (1,040,000 additional shares to each of the two former 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 between 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.

The shares required to satisfy the requirements under Tranche
  2, Stage One were issued in 2006.

On April 1, 2006, the Company was not able to deliver free-trading
  shares called for under Tranche 2, Stage Two, and thus the Company was 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, Mr. Jack
  Huber 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 now owes the shares under Tranche 2, Stage Two to Mr. Huber. As of March
  31, 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 Mr. Huber. In the third quarter of 2007, an additional 730,950 shares
  were authorized by the board of directors to be paid to Mr. Huber as a registration
  statement was not filed on a timely basis in connection with this transaction.
  As of the date of these financial statements, the Company had delivered 2,404,750
  of the shares owed to Mr. Huber pursuant to Tranche 2, Stage Two. The remaining
  1,136,299 shares to be issued to Mr. Huber have been valued at $575,000 with
  this balance being reflected in Shares issuable in the accompanying
  financial statements. The aggregate penalty shares under this stage resulted
  in a charge to operations of $964,385 during the nine months September 30, 2007.

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,
  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 $283,935 during the nine months September 30, 2007. Through November 2007,
  the Company has recorded a charge to operations of $420,800 to issue an additional
  914,871 common shares as the free-trading shares associated with Stage Three
  have not been issued.

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. 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. Wescorp has also received a
  written waiver from Mr. Huber waiving and canceling any termination rights that
  Mr. Huber may have as a result of his acquisition of certain rights under the
  Vasjar purchase agreements. The Company is currently negotiating with the former
  Vasjar shareholders with respect to its failure to satisfy the obligations that
  have arisen with respect to Stage Three. In addition, the Company pledged to
  the former Vasjar shareholders all the Vasjar shares as security to guarantee
  Wescorps performance under the share purchase agreements.

---

The balance of the fair value of the 800,000 shares relating
  to Tranche 2, Stage Three is $400,000 and has been included in current liabilities.

NOTE 11  CONVERTIBLE DEBENTURES

Short-term 
  During the year ended December 31, 2005, the Company issued debentures in the
  amount of $1,552,319 that bear interest at the rate of 14% per annum payable
  quarterly that originally matured on December 31, 2005. During the year ended
  December 31, 2006, holders of debentures totaling $1,180,250 agreed to have
  their investment redirected to units of the private placement that was completed
  in December 2006 (see Note 8). In addition, the holders of $90,000 in debentures
  have agreed to extend the terms of the debenture agreement through December
  31, 2007. The remaining balance for debentures totaling $282,069 was repaid
  in the year ended December 31, 2006. The remaining debentures are secured by
  way of a security interest over the inventories and accounts receivable of Flowstar.

The debentures may, at the option of the holder, be converted
  into units of the Company at a price of $0.90 per unit at any time prior to
  the maturity date. Each unit shall be comprised of one common share of the Company
  and one common share purchase warrant each of which may be exercised at any
  time up to June 30, 2008 as follows:

| | a) | if exercised on or before December 31, 2007, the holder
        of a warrant shall be entitled to purchase one common share for each warrant
        held for $1.00 per common share; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                          
| | b) | thereafter until the maturity date the holder of each
        warrant shall be entitled to purchase one (1) common share for each warrant
        held for $2.00 per share common share. 

The Company shall be entitled to prepay the debenture in whole
  or in part, at any time prior to the maturity date subject to the following:

| | a) | the Company provides the holder with at least one months
        prior written notice of the Companys intention to repay the debenture;
        and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | at the date the notice is issued the weighted
      average trading price of the Company's common shares as traded on the NASD
      OTC Bulletin Board for the ten previous trading days was at least $1.35
      per share.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The convertible debentures contained a beneficial conversion
  feature computed at their intrinsic value, which was the difference between
  the conversion price and the fair value on the debenture issuance date of the
  units into which the debt was convertible, multiplied by the number of shares
  into which the debt was convertible at the commitment date. Since the beneficial
  conversion feature was to be settled by issuing equity, the amount attributed
  to the beneficial conversion feature, or $207,000, was recorded as an interest
  expense and a component of equity on the issuance date.

Long-term 
  During the period the Company issued a debenture in the amount of $2,250,000,
  which bears interest at the rate of 10% per annum. Interest on the principal
  amount of the debenture is payable biannually and commences December 31, 2007.
  The debenture is unsecured and matures on June 9, 2009.

The debentures may, at the option of the holder, be converted
  into units of the Company at a price of $1.00 per unit at any time prior to
  the maturity date. Each unit shall be comprised of one common share of the Company
  and one half common share purchase warrant. Each warrant entitles the holder
  thereof to purchase one (1) common share for each warrant held for a price of
  $3.00 per share common share for a period of up to two years from the date the
  warrant was issued. Management has determined that the fair value of the conversion
  feature is insignificant and has therefore not recorded an equity component
  for this debenture.

The number of common shares and warrants that may be issued pursuant
  to the conversion of this debenture are subject to adjustments in the event
  that the Company:

| | a) | subdivides its outstanding common shares;                                                                                                                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                
| | b) | combines its outstanding common shares into a smaller
        number of common shares; or                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                
| | c) | issues by reclassification of its common shares, other
        securities of the Company (including any such reclassification in connection
        with a consolidation, merger, amalgamation or other combination in which
        the Company is the surviving corporation).

The Company shall be entitled to prepay the debenture in whole
  or in part, at any time prior to the maturity date by providing at least 30
  days written notice to the debenture holder.

---

NOTE 12  COMMON STOCK AND WARRANTS

The Company is authorized to issue 250,000,000 shares of $0.0001
  par value common stock and 50,000,000 shares of $0.0001 par value preferred
  stock. All common shares have equal voting rights, are non-assessable and have
  one vote per share. Voting rights are not cumulative and, therefore, the holders
  of more than 50% of the common stock could, if they choose to do so, elect all
  of the directors of the Company. The preferred shares may be issued in series,
  with the powers, rights and limitations of the preferred shares to be determined
  by the Companys board of directors. As of September 30, 2007, no preferred
  shares had been issued.

2007 Stock Transactions 
  In January 2007, the Company issued 200,000 shares of common stock for total
  proceeds of $50,000. These shares were issued on the exercise of warrants at
  an exercise price of $0.25 per share.

In June 2007, the Company issued 570,000 shares of common stock
  for total proceeds of $199,500. The proceeds for this transaction were received
  during the year ended December 31, 2006. These shares were issued on the exercise
  of warrants at an exercise price of $0.35 per share.

In June 2007, the Company issued 73,780 shares of common stock
  valued at $36,152 pursuant to the terms of a cashless warrant. The warrant was
  originally issued in December 2003 in relation to the provision of services
  by a consultant.

In June 2007, the Company issued 849,577 units valued at a price
  of $0.50 per unit. These units were issued pursuant to the same terms as a private
  placement of 7,944,150 units that was completed December 2006 which entitled
  each investor to an additional 10% of the original units subscribed for if the
  Company did not file a registration statement within 90 days of the closing
  of the private placement 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 $0.75 per share at any time until the close of business
  on December 15, 2008. After six months from the date of issue, the warrants
  shall be deemed exercised, in accordance with their terms, if at any time prior
  to their expiry the weighted average trading price of the Company's common shares
  as traded on the NASD OTC Bulletin Board for the previous ten (10) trading days
  is at least $1.50 per share. In the event that the aggregate exercise price
  for the warrants is not tendered to the Company within 30 days of their deemed
  exercise, at the option of the Company, such warrants will be deemed cancelled.
  The Company has recorded a charge of $424,839 to operations to account for this
  transaction.

In June 2007, the Company issued 20,000 units at a price of $0.50
  per unit for total proceeds of $10,000 relating to a private placement of 7,944,150
  units that was completed December 2006. These units were fully paid for at the
  time the private placement had been closed but the Company inadvertently failed
  to issue the units at that time.

On September 10, 2007, in connection with an agreement with Mr.
  Jack Huber, the Company issued 2,404,750 shares of common stock to partially
  settle an outstanding liability which arose as a result of the requirements
  in Tranche 2, Stage Two of the Vasjar purchase agreements (Refer to Note 10).

During the nine months ended September 30, 2007, the Company
  issued 100,000 shares of common stock to settle an obligation totaling $49,667
  incurred pursuant to the terms of a consulting agreement.

In September 2007, the Company total proceeds of $1,250,000 relating
  to a private placement of 2,500,000 units at a price of $0.50 per unit. As of
  the date of these financial statements these shares have not been issued and
  this balance has been reflected in Funds received for exercise of warrants
  and private placements in the accompanying financial statements.

Additional equity transactions during the nine months ended September
  30, 2007 included the issuance of 853,683 shares of common stock to settle certain
  accounts payable totaling $407,578 and the issuance of 250,000 shares of common
  stock valued at $120,000 to compensate two directors of the Company in the form
  of directors fees for periods ranging from one to four years.

Common Stock Warrants 
  In May 2006, the Company issued 100,000 common stock warrants with an exercise
  price of $0.74 per share and an expiration date of May 2009 in exchange for
  investor relations services. The fair market value of the warrants was recorded
  at $46,000 and was included in advertising and investor relations expense.

In November 2006, the Company issued 275,000 common stock warrants
  with an exercise price of $0.50 per share and an expiration date of November
  2009 in exchange for investor relations services. The estimated fair value of
  the warrants was recorded at $72,400 and was included in advertising and investor
  relations expense.

In December 2003, the Company issued 1,400,000 common stock warrants
  with an exercise price of $0.25 per share and an expiration date of December
  2006, to three consultants for providing services. During the current year,
  the Company received notice from a warrant holder of their intention to exercise
  200,000 warrants. The funds relating to the exercise of these warrants were
  not received until January 2007 and accordingly the expiry date for these warrants
  was extended to that date. In addition, the holders of 300,000 warrants gave
  the

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Company notice of their intention to exercise their warrants
  however no funds have been received relating to the exercise of these warrants.
  The expiry date relating to these 300,000 warrants was extended to April 2007
  at which time the warrants were not exercised. These warrants contain provisions
  which provide for an automatic cashless exercise feature that requires the Company
  to issue 73,780 shares common stock to the holder of these warrants. As at the
  date of these financial statements no shares have been issued pursuant to the
  terms of these warrants. The incremental value attributed to the extension of
  these warrants was nominal. The remaining warrants expired December 1, 2006.

In December 2006, the Company completed a private placement of
  7,944,150 units at a price of $0.50 per unit for total proceeds of $3,972,075.
  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 $0.75 per share at any time until the close of business on December
  15, 2008. After six months from the date of issue, the warrants shall be deemed
  exercised, in accordance with their terms, if at any time prior to their expiry
  the weighted average trading price of the Company's common shares as traded
  on the NASD OTC Bulletin Board for the previous ten (10) trading days is at
  least $1.50 per share. In the event that the aggregate exercise price for the
  warrants is not tendered to the Company within 30 days of their deemed exercise,
  at the option of the Company, such warrants will be deemed cancelled

As of September 30, 2007, the Company had the following common
  stock purchase warrants outstanding:

Number of shares
      
      Exercise
      
      Expirationunder warrants
      
      price
      
      date1,000,000
      
      $0.15
      
      June 2008100,000
      
      $0.74
      
      May 20097,964,150
      
      $0.75
      
      December 2008532,624
      
      $0.75
      
      December 2008849,677
      
      $0.75
      
      December 2008275,000
      
      $0.50
      
      November 200910,721,451


NOTE 13  STOCK OPTIONS

During the nine months ended September 30, 2007, the Company
  issued a combined total of 494,564 options to purchase common shares to officers.
  Changes in the number of options outstanding are summarized as follows:

|                                 |  | September 30, 2007 |  |   | December 31, 2006 | 
|-------------------------------- |  | ------------------ |  | - | ----------------- | 
|                                 |  | (Unaudited)        |  |   |                   | 
|                                 |  |                    |  |   | Weighted          | 
|                                 |  |                    |  |   | Average           | 
|                                 |  |                    |  |   | Exercise          | 
|                                 |  | Options            |  |   | Price             | 
|Outstanding, beginning of period |  | 2,853,272          |  | $ | 0.55              | 
|Granted                          |  | 1,955,837          |  |   | 0.49              | 
|Outstanding, end of period       |  | 4,809,109          |  | $ | 0.53              | 

The weighted average remaining contractual life of the options
  is 34 months.

NOTE 14  WAGES STOCK-BASED

The fair value of the stock options granted in the nine months
  ended September 30, 2007 was calculated using the Black-Scholes option pricing
  model incorporating the following weighted average assumptions:

Risk free interest rate
      4.0%Expected dividend yield
      NilExpected stock price volatility
      111%Expected average option life
      2 to 5 yearsWeighted average grant date fair value per
        option
      $ 0.49


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NOTE 15  MEASUREMENT UNCERTAINTY

The Black-Scholes option pricing model was developed for use
  in estimating the fair value of traded options that have no vesting restrictions
  and are fully transferable. Stock options and the warrants attached to the units
  issued by the Company are non-transferable. Option pricing models require the
  input of subjective assumptions including expected share price volatility. The
  fair value estimate can vary materially as a result of changes in the assumptions.

NOTE 16  COMMITMENTS AND CONTINGENCIES

Agreement with Legal Service Provider 
  In September 2003, the Company approved a transaction with a legal service provider
  in recognition of a previous credit accommodation. The transaction provided
  for a direct grant of 100,000 common shares and an additional 100,000 common
  stock warrants exercisable at $0.50 for five years with a cashless exercise
  feature. As part of the transaction, the party agreed to cap legal service costs
  at an agreed upon maximum rate from September 2003 to December 2004, amounting
  to a reduction of $100 per hour. As of September 30, 2007, the Company had issued
  100,000 shares but no warrants to the legal service provider. The Company no
  longer has engaged this legal service provider.

Agreement with Ellycrack AS 
  In March 2004, Ellycrack granted the Company an option exercisable until June
  1, 2005 to acquire exclusive rights to use Ellycracks high intensive catalytic
  cracking technology and intellectual property. This option also included the
  exclusive rights to manufacture, and sell products or systems derived from or
  utilizing Ellycracks technology in North America.

Later in 2004, the Company entered into a memorandum of understanding
  to form a joint venture (JV) agreement with Ellycrack (superseding
  prior agreements) that gives Wescorp a 50% interest in the rights to use and
  benefit from Ellycracks high intensive catalytic cracking technology and
  intellectual property worldwide. In exchange, the Company must pay for the construction
  and design modifications of a full scale prototype in Canada to the point that
  such a prototype is commercially saleable. After this point, all future costs
  will be shared equally between the Company and Ellycrack.

Operating Leases 
  The Company leases office and manufacturing space in Edmonton, Alberta, Canada
  for approximately $8,760 per month and office space in Houston, Texas for $3,200
  per month under month-to-month operating lease agreements. The Company also
  leases office space in Calgary, Alberta, Canada for approximately $6,100 per
  month which expires in June 2011.

In addition, the Company has entered into lease agreements with
  respect to vehicles which have minimum lease payments of approximately $3,320
  per month until May 2010 and a photocopier which has minimum lease payments
  of approximately $580 per month until December 2008.

In October 2006, the Company entered into an agreement with a
  Canadian research and development organization to provide facilities and other
  resources necessary to test the Ellycrack pilot plant under long-term usage.
  These tests are necessary in order to determine the potential commercial feasibility
  of this process and what, if any, modifications will be required to the design
  of a commercially viable plant. Under the terms of this agreement, the Company
  is required to pay a minimum fee of approximately $18,600 (CAD $18,500) per
  month commencing October 2007 for the provision of technical and research assistance
  and related services as well as facility rental for a period of twenty-four
  months. Upon signing the agreement the Company paid a deposit in the amount
  of approximately $186,660 (CAD $180,000).

Annual future aggregate minimum payments under operating leases
  and commitments are as follows:

Periods ending September 30,2007
      $
      343,0802008
      
      328,4102009
      
      93,2392010
      
      60,390$
      825,119


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NOTE 17 - RELATED PARTY TRANSACTIONS

Summary of related party transactions as follows for the nine
  months ended:

| |                                                                             |   | September 30, |  |   | September 30, | 
| | --------------------------------------------------------------------------- | - | ------------- |  | - | ------------- | 
| |                                                                             |   | 2007          |  |   | 2006          | 
| |                                                                             |   | (Unaudited)   |  |   | (Unaudited)   | 
| | Interest accrued on note payable to AHC                                     | $ | 29,918        |  | $ | 11,288        | 
| | Consulting fees accrued to AHC                                              | $ | 195,000       |  | $ | 65,000        | 
| | Stock-based compensation paid or accrued to
      a director of the Company | $ | 273,300       |  | $ | 62,979        | 

Executive Compensation 
  During the nine months ended September 30, 2007, the Company incurred an expense
  for compensation to its Chief Executive Officer in the amount of $8,066 (September
  30, 2006 - $10,509) which has not yet been paid . The outstanding balance of
  $22,225 (December 31, 2006 - 14,159) is reflected in due to related parties.

Note PayableOn June 20, 2006, the Company entered entered into an agreement with AHC,
  under which AHC would lend the Company $500,000. AHC is a private company beneficially
  owned and controlled by a director of the Company. The loan is structured as
  a promissory note that is unsecured, bears interest at the rate of 8% per annum,
  is due on demand, and is guaranteed by two of the Companys officers. At
  September 30, 2007, the outstanding principal balance of $500,000 and the related
  accrued interest of $51,288 (December 31, 2006  $21,370) are reflected
  in due to related parties.

Consulting AgreementThe Company has entered into an agreement with AHC, under which AHC would
  provide consulting services to the Company at a rate of $21,667 per month. The
  outstanding balance of $325,000 (December 31, 2006 - $130,000) is reflected
  in due to related parties.

Related Party Notes Payable 
  On January 28, 2003, the Company entered into an agreement with AHC, under which
  AHC would lend Wescorp up to $1,750,000. The loan was structured as a borrowing
  facility, was unsecured and all advances bore interest at the rate of 15% per
  annum. All advances, regardless of the date advanced, were originally due on
  December 31, 2005. As of December 31, 2004, the Company had borrowed approximately
  $1,979,593 including accrued and unpaid interest.

On March 15, 2005, AHC agreed to convert this debt plus accrued
  and unpaid interest to units of the Company at a price of $0.87 per unit. Each
  unit consists of one common stock share and one common stock share purchase
  warrant (the "Warrant(s)") each of which may be exercised at any time up to
  June 30, 2008 as follows:

| | a) | if exercised on or before December 31, 2007, the holder
        of each Warrant shall be entitled to purchase one common share for $1.00;
        and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                      
| | b) | thereafter until to June 30, 2008, the holder of each
        Warrant shall be entitled to purchase one common share for $2.00.                      

The original note was denominated in Canadian dollars. Upon signing
  the above agreement the parties agreed to a value of the note in the amount
  of $1,924,681 as at March 15, 2005. Based on this valuation, the Company agreed
  to issue 2,212,277 units in full settlement of the debt and accrued interest.
  As of September 30, 2007, these units had not yet been issued.

---

NOTE 18  INCOME TAXES

At September 30, 2007, the Company had net deferred tax assets,
  calculated at an expected combined rate of 40%, of approximately $7,640,000
  principally arising from net operating loss (NOL) carryforwards
  for income tax purposes. As management of the Company cannot determine that
  it is more likely than not that the Company will realize the benefit of the
  net deferred tax asset, a valuation allowance equal to the net deferred tax
  asset has been established. The significant components of the deferred tax asset
  as follows:

| |                                        |   | September 30, |   |   | December 31, |  
| | -------------------------------------- | - | ------------- | - | - | ------------ | -
| |                                        |   | 2007          |   |   | 2006         |  
| |                                        |   | (Unaudited)   |   |   |              |  
| | NOL carryforwards                      | $ | 18,840,000    |   | $ | 16,000,000   |  
| | Deferred tax asset                     | $ | 7,640,000     |   | $ | 6,454,000    |  
| | Deferred tax asset valuation allowance | $ | (7,640,000    | ) | $ | (6,454,000   | )

At September 30, 2007, the Company had NOL carryforwards of approximately
  $20,390,000, which expire in the years 2014 through 2025. The Company recognized
  approximately $1,550,000 of NOL carryforwards to offset potential taxes related
  to the unrealized gain in availablefor-sale securities. The increase in
  the allowance account from December 31, 2006 to September 30, 2007 was $1,186,000.

NOTE 19  ACQUISITION OF STRATEGIC DECISION SCIENCES
  USA INC.

On September 11, 2007, the Company 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 the current Chief Operating Officer of the Company 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. 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 these shares have not been issued as of the date
  of these financial statements this balance is reflected in Shares issuable.

The only tangible asset of SDS acquired at September 11, 2007
  was cash in the amount of $1,000. In connection with the Companys acquisition
  of SDS, the Company acquired the NAVIGATOR Process Management Solution, a collaborative
  solution that manages the interactions of people, processes and equipment in
  complex oil and gas field operations. The NAVIGATOR Process Management Solution
  has been developed internally by SDS. As the Company considers this transaction
  to be with a related party the value of the NAVIGATOR Process Management Solution
  has been recorded as Research and development stock based in the
  accompanying financial statements. SDS had no liabilities as of the date it
  was acquired.

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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-QSB. This discussion contains
forward-looking statements reflecting our current expectations and estimates and
assumptions concerning events and financial trends that may affect our future
operating results or financial position. Actual results and the timing of events
may differ materially from those contained in these forward-looking statements
due to a number of factors, including those discussed in the Cautionary Note
Regarding Forward-Looking Statements set forth above.

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

Overview

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

In short, our goal is to generate enhanced capital appreciation
for our shareholders by continuing to acquire, develop, and commercialize timely
effective product solutions or strategic investment opportunities for
energy-related applications that generate real returns with above-average cash
flow and margins. To this end, we currently operate through three Strategic
Business Units, or SBUs, including (i) our subsidiary, Flowstar; (ii) our joint
venture with Ellycrack; and (iii) our division, Strategic Decision Sciences USA
Inc. (SDS). We also hold shares of common stock in a publicly-traded Canadian
tar sands exploration company, Oilsands Quest Inc. (Oilsands). We have entered
into two non-binding letters of intent to acquire certain water technologies and
businesses related to water remediation and purification. A portion of the
purchase price to acquire these businesses includes the distribution of all of
our shares of Oilsands to the sellers.

Company Background

In 2004 and 2005, the Company recorded its first operating
revenue from the acquired operating businesses of Flowstar Technologies Inc,
Flowray and their affiliated companies.

Currently our sole source of revenue is from our subsidiary,
Flowstar Technologies Inc., which 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. During the quarter ended September 30, 2007, Flowstar sold approximately
270% more DCR units than the quarter ended September 30, 2006, while the average
selling price per unit decreased by about 22% versus the same quarter in 2006.

Revenue from operations for the quarter ended September 30,
2007 totaled $1,099,791 compared to $448,041 for the quarter ended September 30,
2006. This increase in revenue is primarily the result of bringing to market new
products that enhance the communications capabilities of our DCR product line,
utilizing existing client relationships to attract new customers, our major
customers having robust drilling completion programs, and finding new market
niches for our existing products. These initiatives were necessary to help
alleviate the problems caused by reductions in well licensing, drilling
activities, and capital spending which continue to plague the Canadian natural
gas industry. Based on information published by the Canadian Association of
Petroleum Producers, well licensing is down 9% and well completions are down 13%
for gas wells in the third quarter of 2007 when compared to the same period for
2006. These current declines are directly attributable to the decrease in
natural gas prices and the corresponding reduction in new natural gas wells
being brought into production. The result of the

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decreases in these activities has had a negative impact on market demand for providing Flowstars gas flow measurement solutions.

Although our Flowstar division enjoyed encouraging sales growth through 2006, results for the first nine months of 2007 have not been as encouraging. The Company as a whole has yet to reach profitability and during the nine months ended September
30, 2007, 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.

Although we are encouraged by projected sales for the last quarter of 2007, cash will be required to fund the manufacture of sufficient inventory and to finance the build up of trade accounts receivable that will increase alongside sales.
Consequently, forecasting our total cash requirement is difficult at this time due to the contingent nature of the timing and volume of sales we expect over that same period. In the near future, we intend to raise additional capital by selling new
equity, or incurring short-term debt to finance:

- 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 development and expansion of services and solutions we provide clients through the Wescorp NAVIGATOR acquired through our recent purchase of SDS;
- The potential acquisition of new technologies and related businesses; and
- Any negative cash flow resulting from operations.

Over the past year we have developed a business plan and strategy to develop and expand our operations. The rapid growth we intend to experience in connection with this plan will likely place considerable operational, managerial and financial strain
on our Company. To enhance our ability to succeed with our new business plan, we intend to proactively adhere to the following:

|1. | Continue to improve, upgrade, and expand business infrastructure supporting operations  We have completed our evaluation of Enterprise Resource Planning (ERP) software and selected a vendor. Implementation of the new system
will commence in the last quarter of 2007. We expect this initiative will improve the quality of information available to management and staff.                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Continue to hire, train and retain key management within Wescorp, our subsidiaries and any target companies we may acquire  We intend to continue to actively recruit personnel for key executive positions within Flowstar and
Wescorp                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Continue to advance commercialization development programs to generate positive cash flow and earnings as soon as is practically possible  We are actively assessing value-added acquisition candidates at or near revenue
generation that may extend our reach into large high-growth and focused market segments. We are also accelerating commercialization of our Ellycrack joint venture and technology and have negotiated an agreement with Ellycrack A/S which has allowed
the transfer of the VISCOSITOR test-rig from Norway to Canada.            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | Maintain adequate financial resources  As noted above, we intend to raise additional capital during the second half of 2007 to fund planned expansion, technology development and acquisition initiatives being considered. We
are currently evaluating sources of capital that might be available to us for funding as needed. 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 in our existing operations and at potential target companies.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | In the first quarter of 2007, Flowstar hired an additional technical sales professional to support vertical markets. Plans for 2007 include the expansion of our direct sales force and expansion of our services network particularly
into the US Market.                                                                                                                                                                                                                                                                                                    

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Past Acquisitions

Flowstar and Flowray Terms of Acquisition of Flowstar and
Flowray

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

Related Agreements to Acquire 100% of Vasjar Trading
Ltd.

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

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, we 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 between 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, the Company 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 common shares for each month that the shares were not
delivered, covering the months April through September 2005. In September, 2005,
Mr. Jack Huber 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 Mr. Huber.

On November 22, 2006, we entered into a letter agreement with
Mr. Huber (the Huber Letter Agreement), pursuant to which we agreed to pay Mr.
Huber 1,000,000 shares of our common stock to fulfill the Tranche 2, Stage One
debt requirements that Mr. Huber acquired from the former Vasjar shareholders.
These shares were delivered to, and accepted by, Mr. Huber 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 are required to pay
the former Vasjar shareholders an additional 80,000 common shares for each month
that the shares were not delivered. In February 2007, Mr. Jack Huber acquired
the interests of the former Vasjar shareholders in connection with the share
delivery requirements of Tranche 2, Stage Two. As a result, we now owe the
shares under Tranche 2, Stage Two to Mr. Huber. As of March 31, 2007, we were
required to pay an additional 2,123,800 common shares to Mr. Huber. In the third
quarter of 2007, an additional 730,950 shares were authorized by the board of
directors to be paid to Mr. Huber as a registration statement was not filed on a
timely basis in connection with this transaction. As of November 9, 2007, the
Company had delivered 2,404,750 of the shares owed to Mr. Huber pursuant to
Tranche 2, Stage Two.

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As of November 9, 2007, we had not delivered to the former Vasjar shareholders free-trading shares called for under Tranche 2, Stage Three. Thus we are required to pay the former Vasjar shareholders an additional 80,000 common shares for each month
that the shares are not delivered. On November 14, 2007, we filed a Registration Statement on Form SB-2, which, when declared effective by the S.E.C., will enable us to meet the Tranche 2, Stage Three requirements.

If any of the 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 received all of the penalty shares that accrued until this obligation had been met under both Stage One and Stage Two. We have also received
a written waiver from Mr. Huber waiving and canceling any termination rights that Mr. Huber may have as a result of his purchase of certain rights under the Vasjar purchase agreements. The Company is currently negotiating with the former Vasjar
shareholders an acceptable remedy with respect to its failure to satisfy the obligations that have arisen with respect to Stage Three. In addition, we pledged to the former Vasjar shareholders all the Vasjar shares as security to guarantee our
performance under the share purchase agreements.

With the completion of the acquisition of Vasjar, we now own all the proprietary technology originally owned by Flowray (which was subsequently amalgamated with Flowstar) related to the DCR 900 system and other products.

Memorandum of Understanding to Form a Joint Venture with and Purchase Shares of Ellycrack AS

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

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

The principal features of the MOU are to cancel Wescorps options to purchase licenses in Canada, the United States and Mexico and to replace them with an obligation to build and operate a pilot plant in Canada to determine the overall
economics of the technology and, subject to the viability of these economics, to market the technology on a world-wide basis. For further details see our Current Report on Form 8-K filed with the Securities Exchange Commission (SEC) on
September 28, 2004.

As at December 31, 2005 the Company had purchased an aggregate 659,000 shares of Ellycrack representing 12.90% of Ellycrack's outstanding shares; 259,000 shares in consideration of $123,129 and 400,000 shares in exchange for 300,000 shares of
our common stock issued to Ellycrack. In January 2006, we purchased an additional 65,000 shares of Ellycrack bringing our aggregate number of shares owned to 724,000 and our current equity interest to approximately 13%.

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

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

In accordance with the MOU with Ellycrack, we have been working with Ellycrack on plans to develop a pilot plant. During the third quarter of 2005, we made various improvements to core technology within the Ellycrack process in order to optimize it
for the pilot plant and subsequent commercial applications. As a result of those improvements, we scheduled tests for several major energy producers who have requested a demonstration of the Ellycrack process for possible consideration within their
field operations as a commercial application. Those improvements and tests were very successful, resulting in a significant increase in the process upper limit of API upgrading. To date, we have hired an engineering firm to prepare the design
for a 50 to 200 barrel a day pilot plant utilizing the Ellycrack technology, which design was completed in the first quarter of 2006. In

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addition, we have also hired an engineer to act as project manager for pilot plant fabrication and to oversee Ellycrack related operations

As a time saving measure, we have moved the VISCOSITOR test plant from the Norwegian site at Trondheim to Canada. The decision to move the test rig to Canada was to automate it as an approximately 20 to 50 barrel-per-day pilot plant and prove
out longer term operation. It is to be housed at a Canadian research and development organization test facility with proximity to numerous potential clients. Testing and automation are scheduled to start in the fourth quarter of 2007. This
will be overseen by a project engineer that we hired in 2006.

At the time of this filing we are working toward converting
  the above mentioned MOU into a formal joint venture agreement.

Plan of Operation for the Next Twelve Months

Despite the downturn in the natural gas market and the decrease in sales generated by our Flowstar product line in the first half of 2007, we think that the downturn in the price of natural gas is a temporary situation. Many observers believe that
natural gas is trading at the lower end of its range and that demand will increase as the northern hemisphere winter approaches. Once natural gas prices recover, we believe that Flowstar sales also will increase. We also intend to seek alternative
product offerings that are not as susceptible to market fluctuations in the price of natural gas.

Our future operations and expansion are dependent on identifying and securing additional long-term or permanent equity financing; identifying potential sources of short and/or long-term debt financing; enjoying the continued support of creditors and
shareholders; and ultimately achieving profitability in all facets of our operations. There can be no assurances that we will be successful in these regards, which would significantly affect our ability to execute our business plan. We will continue
to evaluate projected expenditures relative to available cash and seek additional means to finance operations to meet our internal and external growth as new capital is required.

Over the next several months, the leadership team will finalize a plan of action to enhance the current manufacturing process, and implement the distribution of our solutions throughout the United States market. During the first quarter of 2007, we
engaged our US service providers to assist us in this planning process. Now that the initial element has been completed, we are working on establishing a sales and technical support infrastructure within each state or region being targeted for DCR
sales. The current business plan to penetrate this market is based on having a direct sales force distribute our solutions within defined territories and by contracting qualifying third-parties for technical support. Sales management is actively
working with potential partners as well as recruiting the initial sales representative. Additionally, the company continues to build relationships with key partners in this marketplace.

Our new Houston, Texas office is staffed and fully functioning. We are aggressively addressing the US markets for our solutions. While there is a start up period associated with a new office, we expect to build from our Canadian installed base and
reputation to shorten this start up cycle. This effort continues and the company has begun the sales cycle with several potential customers and expects initial sales in early 2008.

In 2006, Flowstar completed implementation of an on-demand Customer Relationship Management (CRM) system provided by a proven CRM industry leader. This CRM system delivers innovative technology that makes it easier to share and manage business
information, sales processes, and customer strategies, as well as products and services life cycles. Continued use of this product in 2007, in conjunction with a proven sales approach has enabled Flowstar to optimize sales productivity and revenues
which has been beneficial during the current downturn in the natural gas market.

In the fourth quarter of 2006, Flowstar partnered with an existing customer, an Energy Trust company, to define and document the economic value of the Flowstar solution. The study quantitatively assessed the benefits from Wescorp's natural gas and
gas liquids measuring devices in low-pressure, low-flow coal bed methane (CBM) wells. According to the study's authors, the Flowstar solution significantly increased the economic value of those wells using the Flowstar solution.

Wells in the Clive Field in Alberta, Canada typically have an average depth of 400 to 500 meters with approximately a 35-year life cycle. The study compared the performance of ninety (90) CBM wells monitored by Flowstar DCRs, with the performance of
thirty (30) wells monitored by orifice plate monitors.

According to the study, the operator observed that:

- Orifice plate meters are consistently out of tolerance by a minimum of 5% or more.

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- By using the Flowstar solution, the volume of gas throughput increased by over 100%, because back pressure from the turbine unit is virtually nonexistent, as compared to constricting type measurement devices that actually degrade production in
low-pressure, low-flow CBM wells.
- Back office accounting functions must reconcile the books at the end of the month for the orifice plate measuring devices, whereas the Flowstar meters are accurate and require no adjustments, thus saving valuable staff time and resources.

Once the data was collected using DCR's use of SD/MMC cards, it only took approximately twenty minutes to complete weekly production data from the 90 Flowstar wells. On the other hand, collecting the mechanical charts from the 30 non-Flowstar wells
took approximately six hours to input the gathered data into the production application. Flowstar technology increased field tech productivity, allowing them to complete other tasks.

As part of our business development efforts, Flowstar continues to be deeply involved with industry organizations and in particular those focused on the upstream measurement market. Flowstar is an active member of the Industry Measurement Group
(IMG), a non-profit organization comprised of corporations with a common interest in issues affecting measurement within the petroleum industry. Included within IMG are measurement specialists, operating companies, service providers,
regulators, production accountants, and consultants, among others. Flowstar continues to expand its industry related expertise and is now an active member of the Petroleum Technology Alliance Canada (PTAC). PTAC is a not-for-profit association that
facilitates collaborative research and technology development to improve the financial, environmental and safety performance of the Canadian upstream conventional oil and gas industry.

In March 2007, Flowstar participated in a trade event hosted by the Canadian School of Hydrocarbon Measurement (CSHM), which is affiliated with the University of Texas continuing education program PETEX. Flowstar also participated in the
Instrumentation, Systems, and Automation Society (ISA) technical conference held in Edmonton in April 2007. ISA is a United States based organization setting global standards for and certifying professionals involved in the industrial
automation industry. In June 2007, we participated in the Global Petroleum Show in Calgary, Alberta.

These activities are part of our continuing efforts to enhance our reputation and expand the markets awareness of our solutions (including the economic business case as described above). We strongly believe that making these types of
investments with our customers contributes to our long-term success and we expect to continue these types of activities.

In an effort to reduce the impact that downturns in natural gas prices have on sales of gas measurement devices, Flowstar plans to diversify and expand its product line for 2007 as follows:

- By working with our suppliers, we have brought our customers a new Class 1 Div 1 Intrinsically Safe radio package. This package provides end users with an easy to install, low power, wireless communications link to the DCR flow computer. The
introduction of this product focuses towards improving field and operations efficiencies, while having a positive impact on our customers who are interested in reducing their monthly monitoring fees, and allocating their field resources to more
productive areas.
- We continue to work with our communication partners and are reviewing many products, including remote monitoring technology which uses Bluetooth®communications.
- Focusing on providing end to end solutions.
- By continuing to improve our operational infrastructure we are able to expand service offerings. We are now managing more of the field implementation and commissioning process.
- We are working with select customers to provide a leasing solution that will assist them in implementing new technologies within their existing budgetary constraints.

We are aware of the many challenges that most of our customers, along with their service providers and contractors, are having. We continue to be in communications with existing and potential customers and are taking a proactive approach on
providing them with cost effective total solutions. This includes providing customers with products that are turn key in nature thus helping them decrease installation costs.

During the third quarter we found a new application for our DCR product line within the regional public utilities market. In this market the measurement of natural gas entering the system and being distributed out of the system should be nearly
identical. As the amount of natural gas flowing through the system varies a great deal during different seasons it is critical that the measurement device being used has the ability to accurately measure across a wide range of pressure readings
throughout the various distribution points. It has been found that our DCR and turbine based system works very well in this type of

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application. In addition, we have tied in the wireless communications package described above into this application to provide even greater value to our customers.

In the past, natural gas which contains hydrogen sulfide (sour gas) has been disposed of by incineration through a process known as flaring. Due to increased environmental regulations new methods to deal with sour gas have had to be
developed which require metering the flow of natural gas. This is a new market in which we feel the use of our DCR product line is promising.

For the Ellycrack heavy oil upgrading process, we have moved the VISCOSITOR test plant from the Norwegian site at Trondheim to Canada. The decision by Wescorp and Ellycrack to move the test rig to Canada was made in order to automate it as an
approximately 20 to 50 barrel-per-day pilot plant and prove out longer term operation. We will make all necessary modifications to it to undertake a continuous test program to define those operating parameters as a substitute to
fabricating a pre-commercial pilot-plant for such a purpose. Once those parameters are established it will allow us to modify the original engineering and design plans as necessary to produce a fully commercial package for the technology.

The VISCOSITOR has been reassembled so that it is equipped with an oilfield float and minor changes to comply with Canadian safety and environmental standards prior to being shipped to the test facility. In addition, a control room was installed. A
special research electrical steam generator to deliver controlled amounts of high temperature steam to the process has been constructed, shipped, and installed. Electrical and instrumentation components which were designed in the first half of 2007
have also been installed. Plumbing and electrical inspection on the VISCOSITOR has been completed.

The building to house the VISCOSITOR is nearly complete but is still awaiting the installation of an additional compressed air supply. A propane tank will need to be installed and utilities will have to be connected before testing can commence.
Water drainage options for the facility have been assessed and a purge of the buildings sump is required. A purge system for the control rooms HVAC also needs to be installed.

The VISCOSITOR has been shipped to the research facility where it was unloaded into the building. Once in the building, size and access requirements for the Viscositor in relation to building facilities were examined in order to determine the best
positioning within the building. Layout drawings have been constructed and the Viscositor has been now been repositioned in order to start the process of reassembly and connecting utilities for its operation.

Lab testing of oil and sand materials to be used in the continuous test program has commenced. Our research contractor has been testing a number of alternative Canadian process consumables as alternatives to the Norwegian sand used during European
testing.

Engineering analysis has identified testing strategies that should reveal the underlying mechanisms involved in the VISCOSITORs upgrading performance. Alternative strategies for pollution control have also been identified to help ensure our
goal of a small scale field upgrader is met.

In October 2006, the Company entered into an agreement with a Canadian research and development organization to provide facilities and other resources necessary to test the Ellycrack pilot plant under long term usage. These tests are necessary in
order to determine the potential commercial feasibility of this process and what, if any, modifications will be required to the design of a commercially viable plant. Under the terms of this agreement, the Company is required to pay a minimum fee of
approximately $17,400 (CAD $18,500) per month commencing September 2007 for the provision of technical and research assistance and related services as well as facility rental for a period of twenty-four months. Upon signing the agreement,
the Company paid a deposit in the amount of approximately $162,900 (CAD $180,000.

The Company has been approved to receive a grant administered by a Canadian Federal government agency. Under the terms of the agreement, the Company may receive up to approximately $288,900 (CAD $290,000) for costs incurred and paid in
direct performance of testing of the pilot plant as described above. To date we have received approximately $67,300 (CAD $74,201) related to this grant.

Strategic Decision Sciences USA Inc.

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

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the Merger. 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 our
common stock.

SDS, now a division of Wescorp, is a Houston-based engineering firm focused on providing process-driven consulting and services to help oil and gas operators improve the management, economics, and environmental performance of field operations. In
connection with our acquisition of SDS, we acquired the 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 process provides Wescorp with a powerful, integrated field operations capability that we intend to use to drive the development, commercialization, and management of 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. During the nine months ended September 30, 2007 Wescorp has spent $216,000 in consulting fees with respect to development of Wescorp NAVIGATOR
and markets for this product.

Recent Letters of Intent

In May 2007, we entered into a non-binding Letter of Intent (LOI) with a private Canadian corporation to acquire certain North American technology rights relating to a water purification system. The transaction is subject to due
diligence, the usual and customary conditions, and entering into a definitive agreement. In accordance with the terms of the LOI, we would purchase the right to manufacture, market and service the sellers proprietary water purification system.
The system, currently in use in Europe, was created and commercialized using Swiss, German, Italian, and Canadian engineering. The portable facility uses waste heat to flash distill oilfield reclamation water, mining leachates, landfill and factory
wastewater, and seawater resulting in potable water and mineable brines. Assuming the completion of the transaction, we believe we will use the system independently or in conjunction with other water remediation technologies to address the critical
water issues facing the oil and gas industry today.

Also in May 2007, we entered into a second non-binding LOI with another private Canadian corporation to acquire two of its operating business units. The transaction is subject to due diligence, the usual and customary conditions, and entering into a
definitive agreement. In accordance with the terms of the LOI, we would purchase the business units, which would provide us with full ownership of the technologies. The first business unit supplies process-driven solutions that we believe can
substantially reduce direct and indirect operating costs for oil and gas producers. A typical solution involves a field re-engineering process that is expected to deliver 40  60 percent reduction in costs while providing better decision-making
support. Currently, this business unit is involved with projects in the deepwater Gulf of Mexico, Alberta, Canada, and Alaska. The second business unit is involved in the remediation of water contaminated during the exploration and production of oil
and gas. This technology was designed to remove residual oil found in water with the expectation of having a significant economic and environmental impact. During the water flood process that is common throughout the world as part of enhanced oil
recovery, approximately 0.5  3% residual oil remains in the water using current practices.

We expect that a portion of the purchase price to acquire each of the foregoing businesses, if completed in accordance with the LOIs, will include the distribution of all of our shares of Oilsands Quest Inc. to the sellers.

The addition of these business units will have an immediate impact on Wescorp's ability to enhance the economic performance and environmental impact of its clients.

Over the next 12 months, we also plan to closely monitor and implement solutions to successfully manage our proposed future growth. This will include:

|1. | Retaining key management and employees with an emphasis on providing proper training and ongoing professional development to assist us in staying current with the latest advancements and developments that affect our target markets
and industries.
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|   |                                                                                                                                                                                                                                                       
|2. | Identifying further potential markets for our current products and those under development to obtain additional revenue that generates enhanced profits, positive cash flows, and shareholder value.                                                  
|   |                                                                                                                                                                                                                                                       
|3. | Identifying and acquiring additional business opportunities that further enhance revenue, profitability, cash flow, business potential, and/or shareholder value within highly-leveraged high growth energy-related markets.                          

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|4. | Maintaining adequate financial resources.
|-- | -----------------------------------------

We anticipate that the only major purchases of capital assets in the next 12 months will be the building of the Ellycrack pilot plant, the expansion of Flowstar operations into the United States, and the potential acquisition of one or more new
businesses and/or technologies. However, there may be additional purchases of office equipment and shop equipment for Flowstar. Also, Flowstar will be conducting research and development in its ongoing program to maintain the competitive advantage
of its products.

Wescorps current corporate employee count now stands at twenty-four (24). Additionally, there may be services that Wescorp will contract out for, given the specialized nature of the business of Flowstar. With the change in our business plan,
we anticipate that any change in capital assets, research and development, and employees would be subject to change in any targeted operating business that we may acquire, including that of Flowstar and Ellycrack.

With the change in our business plan, we anticipate that any change in capital assets, research and development and employees would be subject to change in any targeted operating business that we may acquire, including that of Flowstar and
Ellycrack.

Results from Operations  2007 Compared to 2006

Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Revenues

Revenues during the quarter ended September 30, 2007 were $1,099,791, compared to $448,041 for the quarter ended September 30, 2006, an increase of $651,750, or 145%. This increase in revenue is primarily the result of our major
customers having robust drilling completion programs, having brought to market new products that enhance the communications capabilities of our DCR product line, utilization of existing client relationships to attract new customers, and finding new
market niches for our existing products. These initiatives were necessary to help alleviate the problems caused by reductions in well licensing, drilling activities, and capital spending which continue to plague the Canadian natural gas industry.
Based on information published by the Canadian Association of Petroleum Producers, well licensing is down 9% and well completions are down 13% for gas wells in the third quarter of 2007 when compared to the same period for 2006. These current
declines are directly attributable to the decrease in natural gas prices and the corresponding reduction in new natural gas wells being brought into production.

Sales coverage for the Flowstar DCR systems has been improved through the hiring of additional direct sales staff and increased exposure to the upstream measurement community. During this period of time these efforts were successful in increased
market awareness of the Flowstar products. We believe that these efforts will lead to increases in revenues in the future. Flowstar has been focusing its sales efforts by identifying applications and markets where the DCR system has advantages over
competing products in order to increase its market share in the Canadian natural gas flow measurement market. In addition, plans are underway to further expand the existing product line being offered by Flowstar.

Cost of Sales

As a percentage of revenues, cost of sales for the quarter ended September 30, 2007 decreased to 52.0% versus 56.2% for the quarter ended September 30, 2006. Most of this decrease can be attributed to improved inventory controls and therefore we did
not have to adjust inventory for variances between perpetual records and the physical count done at the end of September. In 2006 an adjustment of approximately $25,800 was necessary.

Expenses

Operating expenses for the quarter ended September 30, 2007 were $2,823,735 versus $1,428,414 for the quarter ended September 30, 2006, an increase of $1,395,321. New additions to the management team for Wescorp were the principal
reasons for this increase. The largest increases in our operating expenses were in research and development stock based, consulting stock based, wages stock based, and wages and benefits as explained below.

On September 11, 2007, the Company 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 the current Chief Operating Officer of the Company 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

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as the surviving entity following the Merger. 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 NAVIGATOR Process Management Solution has been expensed as research and development
stock based. No corresponding transaction of this type occurred in the quarter ended September 30, 2006.

In the fourth quarter of 2006, Mr. Dave LeMoine was hired as President of Flowstar and as Executive Vice President of Sales and Marketing for both Wescorp and Flowstar. 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. To improve sales coverage, the Company hired additional sales staff necessary for Flowstar. It also provided merit increases in order to retain
key employees. As there is currently a shortage of qualified employees, additional costs were incurred in 2007 in relation to the use of an employment agency to assist in the search and selection of competent employees. Even though the position of
Vice-President of Investor Relations and Communications was eliminated in the third quarter of 2006, we incurred an overall increase in wages and benefits in the amount of $112,343. As a result, wages and benefits were $462,201 during the
quarter ended September 30, 2007 versus $349,858 during the quarter ended September 30, 2006. These results are consistent with the $435,942 in wages and benefits incurred during the quarter ended June 30, 2007 and the $351,520 incurred
during the quarter ended June 30, 2006.

Included in the new compensation packages for Mr. Dave LeMoine and Mr. Shemwell were stock options which did not exist during the three months ended September 30, 2006. In addition the stock option plan for Mr. Biles was modified in his new
employment agreement which resulted in significantly more options to purchase common shares vesting to him during the quarter ended September 30, 2007 than what he earned in his original employment contract in the quarter ended September 30, 2006.
Thus, the Company incurred an increase of $307,877 in wages stock based during the three months ended September 30, 2007 to $328,000 compared to the $20,123 incurred during the three months ended September 30, 2006.

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 during the three months ended September 30,
2007 with no comparable expense in the three months ended September 30, 2006.

Advertising and investor relations expenses rose by $65,597 to $91,240 for the quarter ended September 30, 2007 versus the $25,643 reported for the quarter ended September 30, 2006. This increase is a direct result of additional costs
being incurred in the third quarter of 2007 for brand imaging and extensive promotion of the Flowstar product line. There was an increase in costs for having the investor relations functions contracted out for the quarter ended September 30, 2007
instead of having these services performed internally by an employee as was done for the comparative period in 2006.

We incurred interest expense of $73,759 on our short-term borrowings during the quarter ended September 30, 2007 compared to $22,716 incurred during the quarter ended September 30, 2006. The increase of $51,043 is a direct result of new
debt, in the form of a debenture in the amount of $2,250,000 incurred on June 7, 2006, and approximately $364,343 in notes payable incurred in July, 2007. While there was a balance of $1,436,019 in convertible debentures at September 30,
2006, holders of $880,250 of those debentures indicated they wished to have their investments redirected to units comprised of shares of common stock and share purchase warrants and therefore no interest was accrued on this balance during the
quarter ended September 30, 2006.

Travel expenses during the quarter ended September 30, 2007 increased by $32,133 versus the quarter ended September 30, 2006, a direct result of the increased activity in the Ellycrack project and additional marketing of both Wescorp and
Flowstar in international markets. The opening of offices in Houston and Austin, Texas and the engagement of additional consultants located in the U.S. have also directly contributed to these increases in cost.

We incurred interest, finance and bank charges of $20,092 for the quarter ended September 30, 2007 compared to $8,533 incurred during the quarter ended September 30, 2006. This increase of $11,559 is due to incurring financing fees of
$7,500 in the three months ended September 30, 2007 versus receiving a reimbursement of financing fees in the amount of $9,012 in the same period in 2006. In the quarter ended September 30, 2006, we also incurred interest charges in the
amount of $3,971 related to overdue amounts owed to a trade supplier which were not incurred in the quarter ended September 30, 2007.

Office expenses for the quarter ended September 30, 2007 were $121,493 compared to $110,376 for the quarter ended September 30, 2006. The increase of $11,117 is a direct result of the increased rental space occupied to accommodate the

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growth in operations, including the setting up of offices in Texas. These results are consistent with the $120,787 incurred during the quarter ended June 30, 2007 and the $100,852 incurred during the quarter ended June 30, 2006.

In order to strengthen the Board of Directors, the Company has decided to compensate outside directors in the form of shares commencing April 1, 2006. During the quarter ended September 30, 2007, the Company had three outside directors and as a
result incurred $20,726 in directors fees. As there were only two outside directors in the same period in 2006 the cost for directors fees for that period was $17,754. The higher costs associated with the increase in the number
of outside directors was partially mitigated by the decrease in the market price of Wescorp shares at April 1, 2007 versus April 1, 2006.

The above increases were partially offset by a substantial decrease in consulting fees. Consulting fees incurred in the current three month period in the amount of $133,398 were $221,960 lower than the $355,358 incurred in the same
period for 2006. This decrease is a direct result of having fewer contracts with consultants in the quarter ended September 30, 2007 when compared to the same period in 2006. Three of those contracts terminated in September 2006 and totaled
$183,640 in consulting fees for the three months ended September 30, 2006. In addition, the consulting contract for our Chief Operating Officer, Mr. Scott Shemwell has been replaced with an employment agreement effective September 1, 2007.
Consulting contracts for the three months ended September 30, 2007, which did not exist in the third quarter of 2006, include the engagement of consultants to assist with the development of additional technologies that we hope to market in the near
future, and assess the availability of Canadian government grants. The costs associated with the new consulting contracts were for significantly lower amounts than those that have terminated since September 30, 2006.

Legal and accounting costs for the three months ended September 30, 2007 were $47,076, which was a decrease of $17,511 compared to the corresponding period of 2006. The decrease in 2007 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.

Costs for research and development, dropped in the quarter ended September 30, 2007 to $184,893 compared to the $190,835 incurred in the quarter ended September 30, 2006. Additional costs of modifying the VISCOSITOR to be a 20 to 50
barrel-per-day pilot plant incurred in the first quarter of 2007 were approximately $17,200 less than what was incurred for the same period in 2006. Also, a grant of approximately $14,000 was received to partially offset these costs with no
corresponding grant money being received in 2006. Additional expenses in the amount of $25,218 to research potential new products were incurred in the three months ended September 30, 2007 with no corresponding expenses being incurred in the
comparative period.

Insurance expense for the quarter ended September 30, 2007 was $32,948 compared to $36,723 for the quarter ended September 30, 2006. The decrease in our premium for Directors and Officers liability insurance is the primary reason for the
$3,775 reduction in insurance expense.

Depreciation and amortization expense for the quarter ended September 30, 2007 was $21,201 versus $23,833 for the quarter ended September 30, 2006, a decrease of $2,632. This decrease was due to having fully depreciated property and
equipment as at December 31, 2006 that were still being utilized by the Company in the third quarter of 2007. The value of property and equipment that was not fully depreciated at September 30, 2006 was higher than at September 30, 2007. In addition
certain assets were acquired late in the quarter ended September 30, 2007 that were not put in use until after the quarter end and therefore these assets were not depreciated in the three months ended September 30, 2007.

Other Income and Expenses

For the quarter ended September 30, 2007, other expenses have increased by $246,079 from the same period in 2006.

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 $162,127 being recorded for the quarter ended September 30, 2007, which reflects the increase in shares needed to be delivered and the closing trading price of Wescorp shares as
at 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 Mr. Huber 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. The financial statements for the same period in 2006 reflect the requirements for late delivery of shares as stipulated by Tranche 2, Stage Two of the agreement at
a cost of $156,000.

The foreign currency gain of $67,082 for the quarter ended September 30, 2007 is a direct result of the Canadian dollar consistently strengthening against the U.S. dollar throughout the period. Wescorp has a short-tem investment of approximately

---

$1,436,171 denominated in Canadian dollars which increases in value as the Canadian dollar strengthens against the U.S. dollar. Some of these gains are offset as many payables are denominated in Canadian dollars and as that currency strengthens
exchange losses result when those payables are settled.

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

The gain on the disposal of assets is 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, 2007 of $2,699,705 compared to a net loss of $1,389,925 for 2006 is due to the net effect of the increase in gross profit of $331,620 offset by increases of $1,395,321 in operating
expenses and $246,079 in other expenses as explained above

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Revenues

Revenues during the nine months ended September 30, 2007 were $2,411,395, compared to $2,508,831 for the nine months ended September 30, 2006, a decrease of $97,436, or 3.9% . This decrease is attributed to the decline in the price of
natural gas which has resulted in the customers of Flowstar to either defer or abandon plans to bring new wells into production. Based on information published by the Canadian Association of Petroleum Producers well licensing is down 36% and well
completions are down 29% for gas wells in the first nine months of 2007 when compared to the same period for 2006. In addition, the normal seasonal downturn in Canadian natural gas drilling was longer than normal due to the early spring
breakup, and a wetter than normal spring and early summer which further depressed the market for Flowstar products. These problems were offset by our major customers having robust drilling completion programs in the third quarter, having
brought to market new products that enhance the communications capabilities of our DCR product line, utilization of existing client relationships to attract new customers, and finding new market niches for our existing products.

Sales coverage for the Flowstar DCR systems has been improved through the hiring of additional direct sales staff and increased exposure to the upstream measurement community. During this period of time these efforts were successful in increased
market awareness of the Flowstar products, but unsuccessful in improving sales. We believe that these efforts will lead to increases in revenues in the future. Flowstar has been focusing its sales efforts by identifying applications and markets
where the DCR system has advantages over competing products in order to increase its market share in the Canadian natural gas flow measurement market. In addition, plans are underway to further expand the existing product line being offered by
Flowstar.

Cost of Sales

As a percentage of revenues, cost of sales for the nine months ended September 30, 2007 increased to 53.9% versus 52.7% for the nine months ended September 30, 2006. Most of this increase can be attributed to an increase in discounts given to
customers in the second quarter of 2007 due to the depressed market conditions for the sale of the Flowstar products. These higher discounts were not given to customers in the first quarter of 2007 or the first nine months of 2006. The affect of the
discounts was offset by reductions in variances between perpetual records and the physical counts done at quarter ends. This meant we did not have any adjustments due to inventory count discrepancies in 2007. In 2006 downward adjustments of
inventory totaling approximately $97,000 were necessary and resulted in higher cost of sales for that period.

Expenses

Operating expenses for the nine months ended September 30, 2007 were $5,097,370 versus $3,798,235 for the nine months ended September 30, 2006, an increase of $1,299,135. New consulting contracts, additions to the management team for
Wescorp, and new employment agreements were the principal reasons for this increase. The largest increases in our operating expenses were in research and development stock based, consulting stock based, consulting fees, wages stock based, and wages
and benefits as explained below.

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On September 11, 2007, the Company 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 the current Chief Operating Officer of the Company 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. 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 NAVIGATOR Process Management Solution has been expensed as research and
development stock based. No corresponding transaction of this type occurred in the quarter ended September 30, 2006.

In the fourth quarter of 2006, Mr. Dave LeMoine was hired as President of Flowstar and as Executive Vice President of Sales and Marketing for both Wescorp and Flowstar. 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. To improve sales coverage, the Company hired additional sales staff necessary for Flowstar. It also provided merit increases in order to retain
key employees. As there is currently a shortage of qualified employees, additional costs were incurred in 2007 in relation to the use of an employment agency to assist in the search and selection of competent employees. Even though the position of
Vice-President of Investor Relations and Communications was eliminated in the third quarter of 2006, we incurred an overall increase in wages and benefits in the amount of $300,533. As a result, wages and benefits were $1,328,521 during the
nine months ended September 30, 2007 versus $1,027,988 during the nine months ended September 30, 2006.

Included in the new compensation packages for Mr. Dave LeMoine and Mr. Shemwell were stock options which did not exist during the nine months ended September 30, 2006. In addition the stock option plan for Mr. Biles was modified in his new
employment agreement which resulted in significantly more options to purchase common shares vesting to him during the nine months ended September 30, 2007 than what he earned in his original employment contract in the nine months ended September 30,
2006. Thus, the Company incurred an increase of $402,621 in wages stock based during the nine months ended September 30, 2007 to $465,600 compared to the $62,979 incurred during the nine months ended September 30, 2006.

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 during the three months ended September 30,
2007 with no comparable expense in the nine months ended September 30, 2006.

Consulting fees incurred in the current nine month period in the amount of $691,293 were $123,854 higher than the $567,439 incurred in the same period for 2006. Additional contracts for consultants that did not exist in the first nine
months of 2006 include the engagement of consultants to assist with the development of additional technologies that we hope to market in the near future, assess the availability of Canadian government grants, assist in developing a business
identity, and upgrade our websites. The costs associated to the shares issued pursuant to the terms of a cashlesss warrant that were issued during the nine months ended September 30, 2007 were also recorded as consulting fees. Our contract with our
Chief Operating Officer, Mr. Scott Shemwell has been replaced with an employment agreement effective September 1, 2007. The costs associated with the new consulting contracts were for higher amounts than those that have terminated since September
30, 2006.

Advertising and investor relations expenses rose by $123,678 to $279,126 for the nine months ended September 30, 2007 versus the $155,448 reported for the nine months ended September 30, 2006. This increase is a direct result of
additional costs being incurred in 2007 for brand imaging and extensive promotion of the Flowstar product line. There was an increase in costs for having the investor relations functions contracted out for the nine months ended September 30, 2007
instead of having these services performed internally by an employee as was done for the comparative period in 2006. The costs for the nine months ended September 30, 2007, were not fully offset by not incurring any expense associated with warrants
issued for the provision of investor relations services as was done in the first nine months of 2006.

Travel expenses during the nine months ended September 30, 2007 increased by $92,339 to $281,452 versus $189,113 for the nine months ended September 30, 2006. 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 opening of offices in Houston and Austin, Texas and the engagement of additional consultants located in the U.S. have also directly contributed to these
increases in cost.

Similarly, the increase in office expenses of $44,995 during the nine months ended September 30, 2007 to $335,888 versus $290,893 for the nine months ended September 30, 2006 is a direct result of the increased rental space required to
accommodate the growth in operations, including the setting up of offices in Texas.

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Legal and accounting costs were $222,428, which was an increase of $22,240, compared to the corresponding period of 2006. The increase in 2007 is directly related to 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 addition, audit and related fees have risen slightly in 2007 from the fees charged in 2006.

In order to strengthen the Board of Directors, the Company has decided to compensate outside directors in the form of shares commencing April 1, 2006. During the nine months ended September 30, 2007, the Company had three outside directors and as a
result incurred $60,458 in directors fees. As there were only two outside directors for which fees commenced on April 1, 2006 the cost for directors fees for the comparative period in 2006 were $ 35,359. The higher costs
associated with the increase in the number of outside directors was partially mitigated by the decrease in the market price of Wescorp shares at April 1, 2007 versus April 1, 2006.

We incurred interest, finance and bank charges of $64,924 for the nine months ended September 30, 2007 compared to $62,652 incurred during the nine months ended September 30, 2006. This increase of $2,272 is due to $29,918 in
interest incurred on the loan obtained from AHC Holdings Inc. for which interest of $11,288 was recorded in the prior periods comparative figures. The increase was partially offset by only incurring financing fees of $27,500 in the
nine months ended September 30, 2007 versus financing fees of $40,988 incurred in the same period in 2006. In the quarter ended September 30, 2006, we also incurred interest charges in the amount of $3,971 related to overdue amounts owed to
a trade supplier that were not incurred in the quarter ended September 30, 2007.

The above increases were partially offset by a substantial decrease in costs for research and development. In the nine months ended September 30, 2007, these costs dropped to $451,572 compared to the $496,717 incurred in the nine months
ended September 30, 2006. While additional costs related to modifying the VISCOSITOR to be a 20 to 50 barrel per day pilot plant were incurred in the first nine months of 2007, a grant of approximately $58,000 was received to offset these costs.
No corresponding grant money was received in 2006. In addition, during the nine months ended September 30, 2006, Flowstar commissioned Colorado Engineering Experiment Station Inc. (CEESI) to undertake tests in response to customer and regulator
requests for reference data to quantify DCR technology performance in a variety of wet-gas field conditions at a cost of $25,690. Additional expenses in the amount of $25,218 to research potential new products were incurred in the nine
months ended September 30, 2007 with no corresponding expenses being incurred in the comparative period.

We incurred interest expense of $110,350 on our short-term during the nine months ended September 30, 2007 compared to $134,421 incurred during the nine months ended September 30, 2006. This decrease of $24,071 is a direct result of only
having $90,000 in short-term debentures outstanding at September 30, 2007 versus the $1,436,019 in debentures that were outstanding at September 30, 2006. While new debt in the form of a debenture in the amount of $2,250,000 was incurred
on June 7, 2006, and approximately $364,343 in notes payable incurred in July, 2007, this only resulted in an additional $89,408 in interest for the current period. This was not enough to offset the decrease in interest due to the reduction
in the balance of debentures that have been settled since September 30, 2006.

Insurance expense for the nine months ended September 30, 2007 was $98,253 compared to $111,723 for the nine months ended September 30, 2006. The decrease in our premium for Directors and Officers liability insurance is the primary reason
for the $13,470 reduction in insurance expense.

Depreciation expense for the nine months ended September 30, 2007 was $46,320 versus the $67,521 for the first nine months of 2006, a decrease of $8,310. This decrease was due to having fully depreciated property and equipment as at
December 31, 2006 that were still being utilized by the Company in the first nine months of 2007. The value of property and equipment that was not fully depreciated at September 30, 2006 was higher than at September 30, 2007. In addition certain
assets were acquired late in the quarter ended September 30, 2007 that were not put in use until after the quarter end and therefore these assets were not depreciated in the nine months ended September 30, 2007.

Other Income and Expenses

For the nine months ended September 30, 2007, other expenses have increased by $1,307,160 from the same period during 2006.

Most of the 2007 expense was directly attributable to the increase in the penalty for the late delivery of Tranche 2, Stage Two and Stage Three shares to the former shareholders of Vasjar. We were not able to deliver free-trading shares called for
under Tranche 2, Stage Two 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 $617,672 being recorded for the quarter ended March 31, 2007, which reflects the increase in shares needed to be delivered and

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the closing trading price of Wescorp shares as at March 31, 2007. In the third quarter of 2007, an additional 730,950 shares were authorized by the board of directors to be paid to Mr. Huber 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 Tranche 2, Stage Three of the agreement
to acquire Vasjar and this resulted in an accrual of $283,935 being recorded for the quarter ended September 30, 2007. This cost reflects the additional shares needed to be delivered under Tranche 2, Stage Three and the closing trading price of
Wescorp shares as at September 30, 2007. The financial statements for the same period in 2006 reflect the requirements for late delivery of shares as stipulated by Tranche 2, Stage Two of the agreement at a cost of $120,000.

The Company also 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 that were valued at $424,839.

The foreign currency gain of $45,807 for the nine months ended September 30, 2007 is a direct result of the Canadian dollar consistently strengthening against the U.S. dollar throughout the period. Wescorp has a short-term investment of
approximately $1,436,171 denominated in Canadian dollars which increases in value as the Canadian dollar strengthens against the U.S. dollar. Some of these gains are offset as many payables are denominated in Canadian dollars and as that
currency strengthens exchange losses result when those payables are settled.

Interest income for the nine months ended September 30, 2007 is directly related to the short-term investment made in June 2007.

The gain on the disposal of assets is 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 nine months ended September 30, 2007 of $6,368,211 compared to a net loss of $2,886,778 for 2006 is due to the net effect of the decrease in gross profit of $75,138 and increases of $2,099,135 in operating
expenses and $1,307,160 in other expenses as explained above.

Liquidity and Capital Resources

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

From inception, we have been dependent on investment capital and debt financing from our shareholders as our primary source of liquidity. Prior to our acquisition of Flowstar in 2004, we had not generated any revenue or income from our operations.
Through September 30, 2007, we have generated revenues from operations of $9,147,976 (comprised of $2,411,395 for the nine months ended September 30, 2007, $3,184,461, $2,323,589, and $1,228,531 for the years ended December 31,
2006, 2005 and 2004, respectively). We had an accumulated deficit at September 30, 2007 of $25,268,606.

Our cash position at September 30, 2007 increased to $1,108,816 from the $499,233 balance of December 31, 2006, but has decreased from the $1,572,349 balance we had at September 30, 2006.

We used cash in operations of $2,117,969 in the first nine months of 2007 compared to cash used in operations of $216,249 during the same period in 2006. Most of this amount relates to the operating loss adjusted for non-cash items, which
was $2,960,116 for the nine months ended September 30, 2007 (September 30, 2006 - $2,315,845). Changes in operating assets and liabilities are explained below.

We also had a net outflow of cash of $1,639,026 from investing activities for the nine months ended September 30, 2007. An investment in a short-term interest bearing deposit accounted for $1,436,171 of this amount (September 30, 2006 
nil). In addition $60,454 was utilized to purchase plant and equipment (September 30, 2006  $21,857), and $157,563 was invested in other receivables (September 30, 2006  nil). These cash outflows were offset by proceeds on
the disposal of assets of $15,162 (2006 - $2,687). During the nine months ended September 30, 2006, $150,000 was used for the purchase of shares in Ellycrack AS.

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The net cash used in operating and investing activities was funded with $4,213,680 from financing activities for the nine months ended September 30, 2007. The cash flow from financing activities for the nine months ended September 30, 2007 was
primarily a result of:

- The issuance of stock in the amount of consideration equal to $50,000, as compared to $550,094 for the same period in 2006;
- Cash received on the exercise of warrants for which shares were not yet issued in the amount of $97,476, as compared to $301,441 for the same period in 2006;
- The funds received for share subscriptions receivable in the amount of $85,000, as compared to $29,772 for the same period in 2006; and
- Proceeds received from a private placement prior to issuing shares in the amount of $1,250,000, as compared to no proceeds for the same period in 2006.

In the nine months ended September 30, 2007, we incurred debt of:

- $2,250,000 on the issuance of a convertible debenture, as compared to no convertible debentures issued in the same period in 2006;
- $364,343 from new notes payable, as compared to no proceeds received in the same period in 2006;
- $8,066 relating to unpaid remuneration for our Chief Executive Officer, as compared to a reduction of $20,353 for the same period in 2006;
- $195,000 in consulting fees, as compared to $65,000 in fees incurred in the same period in 2006; and
- $29,918 in interest owed to a company controlled by a director of Wescorp, as compared to $11,288 in interest owed in the same period in 2006.

During the nine months ended September 30, 2007, we had to repay debt in the amount of $37,852, as compared to $19,995 for the same period in 2006. In the nine months ended September 30, 2006, we had to repay convertible debentures in the
amount of $116,300 and received a loan from a related company in the amount of $500,000.

At September 30, 2007, we had current assets totaling $4,571,601 compared to $3,446,969 at September 30, 2006. This increase is a direct result of the positive cash flow described above as well as the increase in short-term investments, and
prepaid deposits offset by a reduction in accounts receivable. The major portion of the prepaid deposits was made with our Canadian partner who is assisting us with assessing the Ellycrack technology. The increase in accounts receivable at September
30, 2007 over the balance at September 30, 2006 was primarily due to the increased sales during the current period versus the same period last year.

Our investment in property and equipment at the end of September 2007 decreased to $130,286 compared to $154,744 reported at September 30, 2006. This decrease is a direct result of only investing $68,512 in property and equipment while
depreciating those assets by $92,126 since September 30, 2006.

The decrease in investments to $2,651,158 at September 30, 2007 from the September 30, 2006 balance of $2,841,283 was a direct result of the decline in the market price of our available for sale investment at these respective dates. At
September 30, 2006, we had invested in 170,000 shares of Synenco Energy Inc. (Synenco) that, at that time, traded at approximately $13.55 (CAD $15.11) per share. On March 23, 2007, we exchanged the 170,000 Synenco shares for
470,143 shares of Oilsands Quest Inc. At September 30, 2007, Oilsands Quest Inc. was trading at $4.43.

The reduction in our technology is due to the amortization of this asset over its estimated useful life of approximately eight years.

The Company had $5,158,318 in current liabilities at September 30, 2007 compared to $8,664,774 at September 30, 2006. Only $90,000 in the form of short-term convertible debentures was still on the books at September 30, 2007, which
reflects debentures totaling $1,180,250 being redirected to units of the private placement that closed in December 2006 and $165,769 in repayments of convertible debentures since September 30, 2006. At September 30, 2006, $2,142,363 in
funds were received relating to the private placement that closed in December 2006 and were treated as other accounts payable as the private placement had not closed as of that date versus none being recorded as at September 30, 2007. In addition,
$400,000 of the balance owing under the agreement payable and $749,280 of penalties owing in relation to the agreement that were outstanding at September 30, 2006 have been settled in the current period. Additional penalties related to the
agreement payable in the amount of $283,935 have been accrued in the current period. Also, trade payables have decreased by $162,334 when compared

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to the September 30, 2006 figures. These decreases have been
offset by incurring additional notes payable in the amount of $376,257 and
increases in the amounts due to related parties in the amount of $311,716 since
September 30, 2006.

We had long-term notes payable of $48,934 at September 30,
2007, compared to $88,204 at September 30, 2006. The decrease is due to the
paying down of existing vehicle loans while not incurring any new long-term debt
as no new equipment purchases were financed. In June 2007, we issued a new
long-term convertible debenture in the amount of $2,250,000.

Continued Liquidity and Financing of Business Plan

To date, our operations have been funded by a combination of
short-term debt and equity financing. Currently, cash on hand and collection of
trade accounts receivable are our only existing sources of liquidity. In the
event that we do not achieve positive cash flow from operations in 2007, 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
the proposed business plan for Flowstar and Ellycrack.

Although we do not have any lending arrangements in place with
banking or financial institutions, we intend to seek conventional bank financing
for Flowstar once we redeem or effect the conversion of the outstanding
short-term convertible debenture to equity as noted herein.

We are also currently in the process of arranging financing for
our 2007 operations and investment plan. As part of our overall investment
objectives we intend to acquire and develop one or more technologies in 2007.
Our total anticipated funding requirement through the end of 2007 is estimated
to be approximately $7.5 million. We believe that if we are able to obtain this
financing, of which there is no assurance, our cash balances will be sufficient
to carry on normal operations for the next twelve months plus meet any cash
requirements that may be needed for target investments or acquisitions. Any sale
of additional equity securities, if undertaken, will result in dilution to our
stockholders. There can be no assurance that additional financing, when
required, will be available to us or on acceptable terms.

We anticipate that the only major purchases of capital assets
in the next 12 months will be the building of the Ellycrack pilot plant, the
expansion of Flowstar operations into the United States, and the potential
acquisition of one or more new businesses and/or technologies. However, there
may be additional purchases of office equipment and shop equipment for Flowstar.
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 3. CONTROLS AND PROCEDURES

The management of the Company, under the supervision and with
the participation of the Companys Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the Companys disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) as of the
end of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures were effective as of the end of the period
covered by this report.

There was no change in the Companys internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the
Companys last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial
reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL
PROCEEDINGS

None

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

On July 13, 2007, the Company issued 100,000 shares of common
stock for total proceeds of $49,667. These shares were issued in reliance upon
the exemption from registration under Section 4(2) and Regulation D of the
Securities Act.of 1933, as amended (the Securities Act), as the consultant was
considered an accredited investor as defined in Rule 501 of the Securities
Act. This issuance qualified for exemption from registration because (i) the
securities were issued to an accredited investor only; (ii) the Company did not
engage in any general solicitation or advertising to market the securities; and
(iii) the consultant received restricted securities.

On September 10, 2007, in connection with an agreement with Mr.
Jack Huber, described in detail under Item 2 above, the Company issued 2,404,750
shares of common stock to partially settle an outstanding liability which arose
as a result of the requirements in Tranche 2, Stage Two of the Vasjar purchase
agreements. The shares were issued to a single non-U.S. resident, who is also an
accredited investor, in reliance upon the exemption from registration under
Regulation S of the Securities Act and also as a private transaction under
Section 4(2) of the Securities Act. This issuance qualified for exemption from
registration because (i) the securities were issued to an accredited investor
only; (ii) the Company did not engage in any general solicitation or advertising
to market the securities; and (iii) Mr. Huber received restricted securities.

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, 2007.

ITEM 5.      OTHER
INFORMATION

Not applicable.

ITEM 6.      EXHIBITS.

Pursuant to Rule 601 of Regulation SB, the following
exhibits are included herein or incorporated by reference.

|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.)                                                                                       

---

|Exhibit |                                                                                                                                                                                                                                                                           
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                           
|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 19, 2007 | By:                    
|                        |                        
|                        |                        
|                        | By:                    
|                        |                        

---

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.)                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                           
|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.

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