---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB /A

Amendment No.
  1

(Mark One)

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

For the quarter ended March 31, 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 May 8, 2007 was 52,716,289.

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

---



**EXPLANATION
  OF CHANGE**

The original
  Report on Form 10-QSB (the “Original 10-QSB”) for the quarter ended
  March 31, 2007 filed on May 15, 2007 inaccurately included the following statements
  in the Plan of Operation for the Next Twelve Months:

- Through
      our ongoing research and development we have been successful in bringing
      to market our new Corvus Radio package. This package is designed to provide
      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. The
      Corvus Radio package is the only intrinsically safe radio package on the
      market today, with CSA approvals for Class 1, Division 1, Groups C, D, Temp
      Class T3C.

The correct disclosure
      should be 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 have prepared
  this Amendment No. 1 to incorporate the foregoing change. All other disclosures
  in this Amendment No. 1 remain the same as the Original 10-QSB.

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 OPERATIONIS WHICH, 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 March 31, 2007 (Unaudited) and December 31, 2006                           
|----------------------------------------------------------------------------------------------------------------
|                                                                                                                
|Consolidated
      Statements of Operations for the three months ended March 31, 2007 and
      2006 (Unaudited)
|                                                                                                                
|Consolidated
      Statement of Stockholders' Equity as of March 31, 2007 (Unaudited)                           
|                                                                                                                
|Consolidated
      Statements of Cash Flows for the three months ended March 31, 2007 and
      2006 (Unaudited)
|                                                                                                                
|Notes
      to the Consolidated Financial Statements                                                            

---

WESCORP ENERGY INC. 
  CONSOLIDATED BALANCE SHEETS

|                                                       |   | March 31,   |   |   | December 31, |  
|------------------------------------------------------ | - | ----------- | - | - | ------------ | -
|                                                       |   | 2007        |   |   | 2006         |  
|                                                       |   | (Unaudited) |   |   |              |  
|ASSETS                                                 |   |             |   |   |              |  
|CURRENT ASSETS                                         |   |             |   |   |              |  
|Cash                                                   | $ | 155,861     |   | $ | 499,233      |  
|Restricted cash                                        |   | 171,000     |   |   | 171,000      |  
|Accounts receivable, net of allowance for doubtful     |   |             |   |   |              |  
|accounts of $17,235 and $20,408, respectively          |   | 815,471     |   |   | 695,445      |  
|Inventories (Note 4)                                   |   | 1,166,568   |   |   | 1,053,258    |  
|Prepaid expenses                                       |   | 272,695     |   |   | 503,264      |  
|TOTAL
      CURRENT ASSETS                             |   | 2,581,595   |   |   | 2,922,200    |  
|                                                       |   |             |   |   |              |  
|PROPERTY
      AND EQUIPMENT, net (Note 5)             |   | 121,053     |   |   | 138,196      |  
|                                                       |   |             |   |   |              |  
|OTHER ASSETS                                           |   |             |   |   |              |  
|Investments (Note 6)                                   |   | 2,190,418   |   |   | 2,655,925    |  
|Technology, net (Note 7)                               |   | 2,565,454   |   |   | 2,694,616    |  
|Other receivable                                       |   | 72,803      |   |   | 72,023       |  
|TOTAL
      OTHER ASSETS                               |   | 4,828,675   |   |   | 5,422,564    |  
|                                                       |   |             |   |   |              |  
|TOTAL ASSETS                                           | $ | 7,531,323   |   | $ | 8,482,960    |  
|                                                       |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                   |   |             |   |   |              |  
|CURRENT LIABILITIES                                    |   |             |   |   |              |  
|Accounts payable and accrued liabilities               | $ | 2,447,150   |   | $ | 1,697,212    |  
|Current portion of notes payable (Note 8)              |   | 48,534      |   |   | 47,936       |  
|Agreement payable (Note 10)                            |   | 800,000     |   |   | 800,000      |  
|Due to related parties (Note 16)                       |   | 744,785     |   |   | 665,529      |  
|Related party note payable (Note 16)                   |   | 1,924,681   |   |   | 1,924,681    |  
|Convertible debentures (Note 11)                       |   | 90,000      |   |   | 90,000       |  
|TOTAL
      CURRENT LIABILITIES                        |   | 6,055,150   |   |   | 5,225,358    |  
|                                                       |   |             |   |   |              |  
|NOTES PAYABLE,
      net of current portion (Note 8)   |   | 68,036      |   |   | 76,129       |  
|                                                       |   |             |   |   |              |  
|COMMITMENTS
      AND CONTINGENCIES (Note 15)          |   |             |   |   |              |  
|                                                       |   |             |   |   |              |  
|STOCKHOLDERS'
      EQUITY                             |   |             |   |   |              |  
|Preferred stock, 50,000,000 shares authorized, $0.0001 |   |             |   |   |              |  
|par
      value; no shares issued (Note 9)             |   |             |   |   |              |  
|Common stock, 250,000,000 shares authorized, $0.0001   |   |             |   |   |              |  
|par
      value; 52,716,289 and 52,195,130 shares      |   |             |   |   |              |  
|issued and outstanding,
      respectively (Note 9)    |   | 5,270       |   |   | 5,218        |  
|Additional paid-in capital                             |   | 21,624,197  |   |   | 21,332,583   |  
|Subscription receivable                                |   | (12,500     | ) |   | (97,500      | )
|Funds received for exercise of warrants                |   | 447,173     |   |   | 382,354      |  
|Accumulated other comprehensive income                 |   | 764,983     |   |   | 1,259,213    |  
|Accumulated deficit                                    |   | (21,420,986 | ) |   | (19,700,395  | )
|TOTAL STOCKHOLDERS'
      EQUITY                       |   | 1,408,137   |   |   | 3,181,473    |  
|                                                       |   |             |   |   |              |  
|TOTAL LIABILITIES AND                                  |   |             |   |   |              |  
|STOCKHOLDERS'
      EQUITY                             | $ | 7,531,323   |   | $ | 8,482,960    |  

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

---

WESCORP ENERGY INC. 
  CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                    |   | Three Months Ended March 31, |  
|--------------------------------------------------- | - | ---------------------------- | -
|                                                    |   | 2007                         |  
|                                                    |   | (Unaudited)                  |  
|                                                    |   |                              |  
|REVENUES                                            | $ | 817,982                      |  
|                                                    |   |                              |  
|COST OF SALES                                       |   | 427,655                      |  
|                                                    |   |                              |  
|GROSS PROFIT                                        |   | 390,327                      |  
|                                                    |   |                              |  
|EXPENSES                                            |   |                              |  
|Wages and benefits                                  |   | 430,378                      |  
|Consulting                                          |   | 239,689                      |  
|Research and development                            |   | 168,285                      |  
|Stock-based
      compensation (Note 13)            |   | 100,400                      |  
|Amortization of technology                          |   | 129,162                      |  
|Legal and
      accounting                          |   | 99,713                       |  
|Office                                              |   | 93,608                       |  
|Travel                                              |   | 80,771                       |  
|Advertising and investor
      relations            |   | 55,551                       |  
|Insurance                                           |   | 34,185                       |  
|Depreciation and amortization                       |   | 22,654                       |  
|Directors
      fees                                |   | 17,488                       |  
|Interest, finance and bank
      charges            |   | 12,233                       |  
|Interest
      on debentures                        |   | 6,904                        |  
|TOTAL OPERATING EXPENSES                            |   | 1,491,021                    |  
|                                                    |   |                              |  
|LOSS FROM OPERATIONS                                |   | (1,100,694                   | )
|                                                    |   |                              |  
|OTHER EXPENSE                                       |   |                              |  
|Penalty for
      late delivery of shares (Note 10) |   | (617,672                     | )
|Foreign currency translation
      loss             |   | (4,081                       | )
|Interest
      and other income                     |   | 1,856                        |  
|TOTAL OTHER EXPENSE                                 |   | (619,897                     | )
|                                                    |   |                              |  
|NET LOSS                                            | $ | (1,720,591                   | )
|                                                    |   |                              |  
|BASIC AND DILUTED NET LOSS PER SHARE                | $ | (0.03                        | )
|                                                    |   |                              |  
|WEIGHTED AVERAGE NUMBER COMMON SHARES               |   |                              |  
|OUTSTANDING
      - BASIC AND DILUTED               |   | 52,479,210                   |  

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

---

WESCORPENERGYINC.CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERS'EQUITY

Funds
      
      
      
      
      
      AccumulatedCommon
        Stock
      
      
      
      
      
      
      
      
      Received
      
      
      
      
      
      Other
      
      
      TotalNumber
      
      
      
      
      
      Additional
      
      
      Subscription
      
      
      for Exercise
      
      
      Accumulated
      
      
      Comprehensive
      
      
      Stockholders'
      
      
      Comprehensiveof
        Shares
      
      
      Amount
      
      
      Paid-in Capital
      
      
      Receivable
      
      
      of Warrants
      
      
      Deficit
      
      
      Income (Loss)
      
      
      Equity
      
      
      LossBalance, December 31, 2006
      52,195,230
      
      
      5,218
      
      
      21,332,583
      
      
      (97,500
      )
      
      382,354
      
      
      (19,700,395
      )
      
      1,259,213
      
      
      3,181,473
      
      $
      (4,709,221
      )Warrants exercised at $0.25 per share
      200,000
      
      
      20
      
      
      49,980
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      50,000Proceeds received from
        common stock issued for private placement 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
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      141,266Foreign currency translation (loss)
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (28,723
      )
      
      (28,723
      )
      
      (28,723
      )Unrealized loss on available-for-sale
        securities
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (465,507
      )
      
      (465,507
      )
      
      (465,507
      )Stock-based compensation
      -
      
      
      -
      
      
      100,400
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      100,400Proceeds received from
        exercise of warrants prior to issuance
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      64,819
      
      
      -
      
      
      -
      
      
      64,819Net loss
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,720,591
      )
      
      -
      
      
      (1,720,591
      )
      
      (1,720,591
      )52,716,289
      
      
      5,270
      
      $
      21,624,197
      
      $
      (12,500
      )
      $
      447,173
      
      $
      (21,420,986
      )
      $
      764,983
      
      $
      1,408,137
      
      $
      (2,214,821
      )


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

---

WESCORP ENERGY INC. 
  CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                          |   | Three Months Ended March 31, |  
|------------------------------------------------------------------------- | - | ---------------------------- | -
|                                                                          |   | 2007                         |  
|                                                                          |   | (Unaudited)                  |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |   |                              |  
|Net loss                                                                  | $ | (1,720,591                   | )
|Adjustments to reconcile net loss                                         |   |                              |  
|to net cash used
      in operating activities:                           |   |                              |  
|Depreciation
      and amortization                                       |   | 22,654                       |  
|Amortization
      of technology                                          |   | 129,162                      |  
|Stock-based
      compensation                                            |   | 100,400                      |  
|Changes
      in operating assets and liabilities:                        |   |                              |  
|Accounts
      receivable                                                 |   | (120,026                     | )
|Inventories                                                               |   | (113,310                     | )
|Prepaid
      expenses                                                    |   | 230,569                      |  
|Deposits                                                                  |   | -                            |  
|Accounts
      payable and accrued liabilities                            |   | 891,204                      |  
|Net
      cash used in operating activities                               |   | (579,938                     | )
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     |   |                              |  
|Purchase
      of property and equipment                                  |   | (5,511                       | )
|Increase in
      investments                                             |   | -                            |  
|Net
      cash used in investing activities                               |   | (5,511                       | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     |   |                              |  
|Payments
      on notes payable                                           |   | (7,495                       | )
|Proceeds from
      notes payable                                         |   | -                            |  
|Repayment
      on amounts due to shareholders                            |   | -                            |  
|Increase in
      amounts due to related parties                          |   | 79,256                       |  
|Payments
      on convertible debentures                                  |   | -                            |  
|Proceeds received
      from exercise of warrants prior to issuing shares |   | 64,819                       |  
|Proceeds
      from subscriptions receivable                              |   | 85,000                       |  
|Proceeds from
      issuance of common stock                              |   | 50,000                       |  
|Net
      cash provided by financing activities                           |   | 271,580                      |  
|Effect of exchange rates                                                  |   | (29,503                      | )
|Net decrease in cash                                                      |   | (343,372                     | )
|Cash, beginning of period                                                 |   | 499,233                      |  
|Cash, end of period                                                       | $ | 155,861                      |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                       |   |                              |  
|Cash paid for:                                                            |   |                              |  
|Interest                                                                  | $ | 2,370                        |  
|Income taxes                                                              | $ | -                            |  
|                                                                          |   |                              |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                              |   |                              |  
|                                                                          |   |                              |  
|Shares issued to settle accounts
      payable                            | $ | 141,266                      |  

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

---

|                                          
|------------------------------------------
|WESCORP ENERGY INC.                       
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(Unaudited)                               
|March 31, 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 three month period ended March 31,
  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 $3,473,555 at March 31, 2007 and has incurred an accumulated
  deficit of approximately $20,233,800 through March 31, 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 which 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:

March 31,
      
      
      December 31,2007
      
      
      2006(Unaudited)Finished goods
      $
      1,134,672
      
      $
      1,025,847Raw materials
      
      31,896
      
      
      27,410$
      1,166,568
      
      $
      1,053,258


NOTE 5  PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

| |                                |   | March 31,   |  |   | December 31, | 
| | ------------------------------ | - | ----------- |  | - | ------------ | 
| |                                |   | 2007        |  |   | 2006         | 
| |                                |   | (Unaudited) |  |   |              | 
| | Automotive equipment           |   | 166,275     |  |   | 166,275      | 
| | Computer hardware              |   | 39,319      |  |   | 37,135       | 
| | Computer software              |   | 14,489      |  |   | 13,852       | 
| | Furniture and fixtures         |   | 26,273      |  |   | 23,584       | 
| | Leasehold improvements         |   | 38,143      |  |   | 38,143       | 
| | Office equipment               |   | 43,318      |  |   | 43,318       | 
| | Tools and equipment            |   | 22,489      |  |   | 22,489       | 
| |                                |   | 350,306     |  |   | 344,796      | 
| | Less: accumulated depreciation |   | 229,253     |  |   | 206,600      | 
| |                                | $ | 121,053     |  | $ | 138,196      | 

Depreciation and amortization expense for the three months ended
  March 31, 2007 and 2006 was $22,654 and $26,043, respectively.

NOTE 6  INVESTMENTS

Investments consisted of the following at:

| |                     |   | March 31,   |  |   | December 31, | 
| | ------------------- | - | ----------- |  | - | ------------ | 
| |                     |   | 2007        |  |   | 2006         | 
| |                     |   | (Unaudited) |  |   |              | 
| | Oilsands Quest Inc. | $ | 1,621,993   |  | $ | -            | 
| | 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    | 
| |                     | $ | 2,190,418   |  | $ | 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. To date, 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 three months 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
  shares of Oilsands Quest Inc., (Oilsands) a company publicly traded
  on the American Stock Exchange under the symbol BQI. During the
  three months ended March 31, 2007, the Company recognized an unrealized loss
  of $465,507 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 in excess of the
  unrealized gain.

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 7  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:

| |                                       |   | March 31,   |  |   | December 31, | 
| | ------------------------------------- | - | ----------- |  | - | ------------ | 
| |                                       |   | 2007        |  |   | 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        |   | 1,352,443   |  |   | 1,223,281    | 
| |                                       | $ | 2,565,454   |  | $ | 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 indication of impairment
  of the Companys DCR technology has been identified.

---

NOTE 8  NOTES PAYABLE

The following comprise the Companys notes payable at:

|                                                                                                      |   | March 31,   |  |   | 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                                                                  | $ | 9,204       |  | $ | 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                    |   | 18,606      |  |   | 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                         |   | 13,363      |  |   | 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                    |   | 26,225      |  |   | 27,767       | 
|Note payable  Interest at 0.0%, and secured
      by automotive assets of Flowstar, payable $825 per |   |             |  |   |              | 
|month, principal only, due November 2009                                                              |   | 26,697      |  |   | 28,887       | 
|Notes payable  Interest at 0.0%, unsecured,
      due April 2007                                     |   | 22,475      |  |   | 22,475       | 
|Total notes payable                                                                                   |   | 116,570     |  |   | 124,065      | 
|Amounts
      due within one year                                                                     |   | 48,534      |  |   | 47,936       | 
|                                                                                                      | $ | 68,036      |  | $ | 76,129       | 

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

Periods ending March 31,2007
      $
      48,5342008
      
      31,3062009
      
      22,5462010
      
      5,3272011
      
      8,857$
      116,570


NOTE 9  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 March 31, 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.

Additional equity transactions during the three months ended
  March 31, 2007 included the issuance of 321,059 shares of common stock to settle
  certain accounts payable totaling $141,266.

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 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 March 31, 2007, the Company had the following common stock
  purchase warrants outstanding:

|Number of shares |  | Exercise |  | Expiration   
|---------------- |  | -------- |  | -------------
|under warrants   |  | price    |  | date         
|300,000          |  | $0.25    |  | April 2007   
|1,000,000        |  | $0.15    |  | June 2008    
|100,000          |  | $0.74    |  | May 2009     
|7,944,150        |  | $0.75    |  | December 2008
|275,000          |  | $0.50    |  | November 2009
|9,619,150        |  |          |  |              

NOTE 10 AGREEMENT WITH VASJAR TRADING LTD.

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 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. No further penalty shares will be incurred for Tranche
  2, Stage Two. As of the

---

date of these financial statements, the Company had not yet delivered
  the shares owed to Mr. Huber pursuant to Tranche 2, Stage Two. The aggregate
  penalty shares under this stage resulted in a charge to operations of $617,672
  during the three months ended March 31, 2007 and the liability related to the
  additional shares is reflected in accounts payable.

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 was required
  to pay the former Vasjar shareholders an additional 80,000 Wescorp common shares
  for each month that the shares were not delivered and will incur a charge to
  operations for the fair value of these common shares. Through May 2007, the
  Company had recorded a charge to operations of $80,800 to issue an additional
  160,000 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. 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 1.6 million shares relating
  to Tranche 2, Stages Two and Three is $800,000 and has been included in current
  liabilities.

NOTE 11  CONVERTIBLE DEBENTURES

During the year ended December 31, 2005, the Company issued debentures
  in the amount of $1,552,319 which 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
  June 30, 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 December 31, 2007 as follows:

| | a) | if exercised on or before June 30, 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.

---

NOTE 12  STOCK OPTIONS

During the three months ended March 31, 2007, issued a combined
  total of 369,565 options to purchase common shares to officers. Changes in the
  number of options outstanding are summarized as follows:

|                                 |  | March 31, 2007 |  |   | December 31, 2006 | 
|-------------------------------- |  | -------------- |  | - | ----------------- | 
|                                 |  | (Unaudited)    |  |   |                   | 
|                                 |  |                |  |   | Weighted          | 
|                                 |  |                |  |   | Average           | 
|                                 |  |                |  |   | Exercise          | 
|                                 |  | Options        |  |   | Price             | 
|Outstanding, beginning of period |  | 2,853,272      |  | $ | 0.55              | 
|Granted                          |  | 369,565        |  |   | 0.48              | 
|Outstanding, end of period       |  | 3,222,837      |  | $ | 0.54              | 

The weighted average remaining contractual life of the options
  is 31 months.

NOTE 13  STOCK-BASED COMPENSATION

The fair value of the stock options granted in the three months
  ended March 31, 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 4 yearsWeighted average grant date fair value per
        option
      $ 0.27


NOTE 14  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 15  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 March 31, 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 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 $6,270 per month and office space in Houston, Texas for $800
  per month under month-to-month operating lease agreements. The Company also
  leases office space in Calgary, Alberta, Canada for approximately $5,270 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 $1,380
  per month until May 2009 and a photocopier which has minimum lease payments
  of approximately $500 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 $16,050 (CAD $18,500) per
  month commencing May 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 $156,132 (CAD $180,000).

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

Periods ending March 31,2007
      $
      262,3502008
      
      276,2502009
      
      80,0202010
      
      69,5642011
      
      17,391$
      705,575


NOTE 16 - RELATED PARTY TRANSACTIONS

Related Party Transactions 
  Summary of related party transactions as follows for the three months ended:

| |                                                                             |   | March 31,   |  |   | March 31,   | 
| | --------------------------------------------------------------------------- | - | ----------- |  | - | ----------- | 
| |                                                                             |   | 2007        |  |   | 2006        | 
| |                                                                             |   | (Unaudited) |  |   | (Unaudited) | 
| | Interest accrued on note payable to AHC                                     | $ | 9,363       |  | $ | -           | 
| | Consulting fees accrued to AHC                                              | $ | 65,000      |  | $ | -           | 
| | Stock-based compensation paid or accrued to
      a director of the Company | $ | 22,600      |  | $ | 22,300      | 

Executive Compensation 
  During the three months ended March 31, 2007, the Company incurred an expense
  for compensation to its Chief Executive Officer in the amount of $4,393 (March
  31, 2006 - $4,578). The outstanding balance of $18,552 (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
  March 31, 2007, the outstanding principal balance of $500,000 and the related
  accrued interest of $31,233 (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 $195,000 ( 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 June 30, 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 March 31, 2007, these units had not yet been issued.

NOTE 17  INCOME TAXES

At March 31, 2007, the Company had net deferred tax assets, calculated
  at an expected combined rate of 40%, of approximately $6,640,000 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:

| |                                        |   | March 31,   |   |   | December 31, |  
| | -------------------------------------- | - | ----------- | - | - | ------------ | -
| |                                        |   | 2007        |   |   | 2006         |  
| |                                        |   | (Unaudited) |   |   |              |  
| | NOL carryforwards                      | $ | 16,400,000  |   | $ | 16,000,000   |  
| | Deferred tax asset                     | $ | 6, 640,000  |   | $ | 6,454,000    |  
| | Deferred tax asset valuation allowance | $ | (6, 640,000 | ) | $ | (6,454,000   | )

At March 31, 2007, the Company had NOL carryforwards of approximately
  $17,500,000 which expire in the years 2014 through 2025. The Company recognized
  approximately $1,100,000 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 March 31, 2007 was $186,000.

NOTE 18  SUBSEQUENT EVENT

Loan PayableIn May 2007, the Company has entered into an agreement to obtain short-term
  financing in the amount of approximately $308,414 (CAD $340,000). This loan
  is due November 3, 2007, and bears interest at a rate of 12% per annum. Terms
  of the security on this loan have not yet been finalized.

---

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

The following discussion and analysis should be read in
conjunction with the consolidated financial statements and related notes
included elsewhere in this Report on Form 10-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.

The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our
consolidated financial statements and related notes appearing elsewhere in this
Form 10-QSB.

Overview

We are an energy services 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 energy producers. 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. 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 joint
ventures or 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 that generate
real returns with above-average cash flow and margins.

---

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 March 31, 2007, Flowstar sold approximately 34 %
fewer DCR units than the quarter ended March 31, 2006, while the average selling
price increased by about 1% versus the same quarter in 2006.

Revenue from operations for the quarter ended March 31, 2007
totaled $817,992 compared to $1,079,343 for the quarter ended March 31, 2006.
This decrease in revenue is primarily the result of reductions in well
licensing, drilling activities, and capital spending. Based on information
published by the Canadian Association of Petroleum Producers, well licensing is
down 33% and drilling activity is down 20% for the first three months 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 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 quarter of 2007 have not been as
encouraging. The Company as a whole has yet to reach profitability and during
the quarter ended March 31, 2007, we experienced negative cash flows. If we
continue to experience negative cash flows we will have to continue to fund our
operations by the issuance of new equity and/or the assumption of debt.

Although we expect that sales will increase over the remaining
three quarters 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, incurring short-term
debt, or selling part or all of our Oilsands Quest Inc. shareholdings in 2007 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 potential acquisition of new technologies and related; 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 are currently evaluating
      Enterprise Resource Planning (ERP) software. It is anticipated that a new
      system will be selected within the next three months and be implemented in
      the last half 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
      continued 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 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.
The

---

| |    | decision by Wescorp and Ellycrack A/S to move the test
      rig to Canada, as noted above, was made in order 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 major Canadian research and
      development organization test facility with proximity to numerous
      potential clients. Canadian expertise in heavy oil upgrading is known to
      be world class. Testing and automation are scheduled to start in the
      second quarter of 2007, which will be overseen by a project Engineer that
      Wescorp has hired.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 4. | Maintain adequate financial resources  As noted above,
      we intend to raise additional capital in 2007 to fund planned expansion,
      technology development and acquisition initiatives being considered. We
      are currently evaluating sources of capital that might be available to
      Wescorp to provide that 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.                                                                                                                                                                                                                                                                                                                                                                                          

On March 7, 2007, we appointed Mr. Mark Norris to our Board of
Directors. Mr. Norris, a successful Edmonton businessman, has also completed a
term in the Alberta Provincial Government Cabinet serving as Minister of
Economic Development.

Past Acquisitions

Flowstar and Flowray Terms of Acquisition of Flowstar and
Flowray

On March 31, 2004, Wescorp, through our Alberta subsidiary
1049265 Alberta Ltd., completed the acquisition of 100% of the outstanding
shares of Flowstar and Flowray in consideration of 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.

Wescorp also entered into share purchase agreements dated
effective January 14, 2004 pursuant to which Wescorp 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 described below, in consideration of a
promissory note in the principal amount of CAD $604,500 without interest.
Flowstar and Flowray were legally amalgamated on December 31, 2004 into one
company that continued under the name Flowstar Technologies Inc.

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

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

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

Stage Two. On or before April
1, 2006, the Company was required to issue 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.

We were not able to deliver free-trading shares on April 1,
2005, and under the Vasjar purchase agreements we were required to pay an
additional 48,000 Wescorp shares for each month that the shares were not
delivered, covering the months April through September 2005. In September, 2005,
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 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, Wescorp was required to pay an additional 2,123,800 common shares to Mr.
Huber. As of May 8, 2007, we had not yet delivered the shares owed to Mr. Huber
pursuant to Tranche 2, Stage Two.

If any of the Wescorp shares to be issued to the former Vasjar
shareholders have not been delivered for a period of 182 days after the
applicable due date, the former Vasjar shareholders may at their option
terminate the share purchase agreements, without notice or prior opportunity to
cure. The former Vasjar shareholders did not exercise these rights, and they
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. In addition, we pledged to the former Vasjar shareholders all the
Vasjar shares as security to guarantee Wescorps performance under the share
purchase agreements.

As of April 1, 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
Wescorp common shares for each month that the shares are not delivered. We
intend to file a Registration Statement on Form SB-2 during the second quarter
of 2007, which, when declared effective by the S.E.C., will enable us to meet
the Tranche 2, Stage Three requirements.

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

In accordance with the MOU with Ellycrack, Wescorp has 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 a major 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 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 by Wescorp and Ellycrack A/S to move the test rig to Canada, as noted above, was made in order 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 major Canadian research and development organization test facility with proximity to numerous potential clients. Canadian
expertise in heavy oil upgrading is known to be world class. Testing and automation are scheduled to start in the second quarter of 2007. This will be overseen by a project Engineer that Wescorp has hired.

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 quarter of 2007, we think that the downturn in the price of natural gas is a temporary situation. 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 the DCR technology 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 DCR technology within defined territories and by contracting qualifying third-parties for technical support.

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 some very innovative technology and makes it quite easy 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 enables Flowstar to optimize sales productivity and
revenues. This has been extremely 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 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 Digital Chart Recorders (DCR), 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.
- 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 20 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 6 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. Our Flowstar Technologies Inc. division 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. We 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ll be participating in the Global Petroleum Show in Calgary, Alberta.

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 other 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 aware of the many challenges that most 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.

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 A/S to move the test rig to Canada, as noted above, 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 unit is currently being reassembled so that it is equipped with a skid and minor changes to comply with Canadian safety and environmental standards prior to being shipped to the test facility. Starting in January 2007, an oilfield skid with an
access platform was designed and fabricated to which the VISCOSITOR components were mounted. In addition, a control room was installed. An electric steam generator that will be soon ready for shipping from Los Angeles has been designed and
constructed. Design of electrical and instrumentation components is nearing completion and the search for qualified vendors of those components has started. The building to house the VISCOSITOR is nearly complete but is still awaiting the
installation of some utilities. Lab testing of oil and sand materials to be used in the continuous test program has commenced.

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 $16,700 (CAD $18,500) per month commencing May 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 $262,400 (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 $11,800 (CAD $13,867) related to this grant.

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 early 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. We may also liquidate all or part of our investment
in Oilsands Quest Inc. shares to raise additional capital. 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 all of the outstanding convertible debentures 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 $15 million. We believe that if we are able to obtain this financing, of which there is no reassurance, our cash balances will be sufficient to carry on normal
operations for the next twelve months and 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 our company or on acceptable terms.

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.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                       
|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.                          
|   |                                                                                                                                                                                                                                                       
|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 has increased with the recent hiring of additional employees and now stands at twenty-five (25). 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 March 31, 2007 Compared to Three Months Ended March 31, 2006

Revenues

Revenues during the quarter ended March 31, 2007 were $817,982, compared to $1,079,343 for the quarter ended March 31, 2006, a decrease of $261,361, or 24%. 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. 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 near 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 expand the existing product line being offered by Flowstar.

---

Cost of Sales

As a percentage of revenues, cost of sales for the quarter ended March 31, 2007 decreased slightly to 52.3% versus 52.5% for the quarter ended March 31, 2006.

Expenses

Operating expenses for the quarter ended March 31, 2007 were $1,491,021 versus $1,094,504 for the quarter ended March 31, 2006, an increase of $396,517. Additions to the management team for Wescorp were the principal reasons for this
increase. The largest increases in our operating expenses were in consulting fees and wages and benefits as explained below.

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. 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
$103,768. As a result, wages and benefits were $430,378 during the quarter ended March 31, 2007 versus $326,610 during the quarter ended March 31, 2006.

Also included in the new compensation package for Mr. Dave LeMoine were stock options which did not exist during the three months ended March 31, 2006. Thus, the Company incurred an increase of $78,100 in stock based compensation during the
three months ended March 31, 2007 to $100,400 compared to the $22,300 incurred during the three months ended March 31, 2006.

Consulting fees incurred in the current three-month period in the amount of $239,689 were $139,058 higher than the $100,631 incurred in the same period for 2006. Additional contracts for five consultants which did not exist in the first
quarter of 2006 include the engagement of consultants to assist with developing a business strategy which would allow Wescorp to enter the flow measurement market in the U.S. and the development of additional technologies that we hope to market in
2007. One of these contracts is for our Chief Operating Officer, Mr. Scott Shemwell. Additional consulting fees were also paid to help assess the viability of potential business acquisition candidates. In comparison we had only engaged two
consultants in the first quarter of 2006 and those contracts were for significantly lower amounts.

Legal and accounting costs for the three months ended March 31, 2007 were $99,713, which was an increase of $45,549 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.

Travel expenses during the quarter ended March 31, 2007 increased by $38,242 versus the quarter ended March 31, 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 as well as the engagement of additional consultants located in the U.S. has directly contributed to these increases in cost.

Office expenses for the quarter ended March 31, 2007 were $93,608 compared to $79,665 for the quarter ended March 31, 2006. The increase of $13,943 is a direct result of the increased rental space occupied to accommodate the growth in
operations, including the setting up of offices in Texas.

In order to strengthen the Board of Directors, the Company has decided to compensate outside directors in the form of shares. During the year ended December 31, 2006, the Company issued 100,000 shares to outside directors. The balance for the cost
of those shares was expensed during the quarter ended March 31, 2007 and was valued at $17,488. No corresponding costs related to shares issued in 2006 were allocated to the first quarter of 2006.

Advertising and investor relations expenses rose by $11,473 to $55,551 for the quarter ended March 31, 2007 versus the $44,078 reported for the quarter ended March 31, 2006. This increase is a direct result of having the investor
relations functions contracted out for the quarter ended March 31, 2007 instead of having these services performed internally by an employee as was done for the comparative period in 2006.

---

We incurred interest, finance and bank charges of $12,233 for the quarter ended March 31, 2007 compared to $2,327 incurred during the quarter ended March 31, 2006. This increase is due to $9,863 in interest incurred on the loan from AHC
Holdings Inc. which did not exist at March 31, 2006.

The above increases were partially offset by a substantial decrease in interest on debentures. We incurred interest expenses of $6,904 on our debentures during the quarter ended March 31, 2007 compared to $54,726 incurred during the quarter
ended March 31, 2006. This decrease of $47,822 is a direct result of only having $90,000 in debentures outstanding at March 31, 2007 versus the $1,475,319 in debentures that were outstanding at March 31, 2006.

Costs for research and development, all related to the Ellycrack project, dropped in the quarter ended March 31, 2007 to $168,285 compared to the $173,849 incurred in the quarter ended March 31, 2006. The decrease of $5,564 is a direct
result of not incurring costs in 2007 to complete the design of the pilot plant that were incurred in 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 quarter of
2007, a grant of approximately $11,800 was received to offset these costs. No corresponding grant money was received in 2006.

Depreciation and amortization expense for the quarter ended March 31, 2007 was $22,654 versus $26,043 for the quarter ended March 31, 2006, a decrease of $3,389. 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 quarter of 2007. The value of property and equipment that was not fully depreciated at March 31, 2006 was higher than at March 31, 2007.

Insurance expense for the quarter ended March 31, 2007 was $34,185 compared to $38,420 for the quarter ended March 31, 2006. The decrease in our premium for Directors and Officers liability insurance is the primary reason for the $4,235
reduction in insurance expense

Other Income and Expenses

For the quarter ended March 31, 2007, other expenses have increased by $618,918 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 Stage 2 shares to the
former shareholders of Vasjar. We were not able to deliver free-trading shares called for under Stage 2 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 the closing trading price of Wescorp
shares as at March 31, 2007. The financial statements for the same period in 2006 do not reflect the requirements for late delivery of shares as stipulated by Stage 1 of the agreement as these requirements were satisfied in September 2005.

Net Loss

The net loss for the quarter ended March 31, 2007 of $1,720,591 compared to a net loss of $583,007 for 2006 is due to the net effect of the decrease in gross profit of $122,149 and increases of $396,517 in operating expenses and
$618,918 in other expenses as explained above

Liquidity and Capital Resources  2007 Compared to 2006

Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 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 March 31, 2007, we have generated revenues from operations of $7,554,563 (comprised of $817,982 for the quarter ended March 31, 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 March 31, 2007 of $21,420,986.

Our cash position at March 31, 2007 decreased to $155,861
  from the $499,233 balance of December 31, 2006, and from the $417,080
  balance we had at March 31, 2006.

---

We used cash in operations of $579,938 in the first three months of 2007 compared to cash used in operations of $789,602 during the same period in 2006. Most of this amount relates to the operating loss adjusted for non-cash items, which
were $1,468,375 for the quarter ended March 31, 2007 (March 31, 2006 - $405,502). Changes in operating assets and liabilities are explained below.

We also had a net outflow of cash of $5,511 from investing activities for the quarter ended March 31, 2007, which was for the purchase of plant and equipment. During the quarter ended March 31, 2006, $7,791 was utilized to purchase plant and
equipment and $150,000 was used for the purchase of shares in Ellycrack AS.

The net cash used in operating and investing activities was funded with $271,580 from financing activities for the quarter ended March 31, 2007. The cash flow from financing activities for the three months ended March 31, 2007 was primarily a
result of:

- The issuance of stock in the amount of consideration equal to $50,000, as compared to $116,667 for the same period in 2006;
- Cash received on the exercise of warrants for which shares were not yet issued in the amount of $64,819, as compared to $667,687 for the same period in 2006; and
- The funds received for share subscriptions receivable in the amount of $85,000, as compared to $29,772 for the same period in 2006.

In the quarter ended March 31, 2007 we incurred debt of:

- $4,393 relating to unpaid remuneration for our Chief Executive Officer, as compared to $4,078 for the same period in 2006;
- $65,000 in consulting fees, as compared to no fees incurred in the same period in 2006; and
- $9,863 in interest owed to a company controlled by a director of Wescorp, as compared to no such interest owed in the same period in 2006.

During the three months ended March 31, 2007 we had to repay debt in the amount of $7,495, as compared to $8,422 for the same period in 2006. In the three months ended March 31, 2006 we had to repay convertible debentures in the amount of
$77,000.

At March 31, 2007, we had current assets totaling $2,581,595 compared to $2,577,156 at March 31, 2006. This increase is a direct result of the increase in prepaid deposits offset by the negative cash flow described above. The major portion
of the prepaid deposits was made with our Canadian partner who is assisting us with assessing the Ellycrack technology. Additional deposits were made with key vendors to ensure that they would be able to provide us with an adequate supply of our
vital products. Increases in accounts receivable at March 31, 2007 over the balances at March 31, 2006 were effectively offset by decreases in inventory for the same respective periods.

Our investment in property and equipment at the end of the first quarter of 2007 decreased to $121,053 compared to $191,791 reported in the fist quarter of 2006. This decrease is a direct result of only investing $28,988 in property and
equipment while depreciating those assets by $97,047 since March 31, 2006.

The decrease in investments to $2,190,418 at March 31, 2007 from the March 31, 2006 balance of $4,084,910 was a direct result of the decline in the market price of our available for sale investment at these respective dates. At March 31,
2006 we had invested in 170,000 shares of Synenco Energy Inc. (Synenco) that traded at approximately $20.86 (CAD $24.35) per share market. On March 23, 2007 we exchanged the 170,000 Synenco shares for 470,143 shares of Oilsands
Quest Inc. At March 31, 2007 Oilsands Quest Inc. was trading at $3.45.

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 $6,055,150 in current liabilities at March 31, 2007 compared to $5,556,955 at March 31, 2006. Most of the increase can be attributed to additional trade payables and financing required to sustain the higher level of activity
of our growing organization. Trade payables have increased by $772,349 when compared to the March 31, 2006 figures. The other major increase to current liabilities is a direct result of having the entire amount owed on the agreement payable due
within the next 12 months whereas $400,000 was included in long-term liabilities at March 31, 2006. Only $90,000 in the

---

form of short-term convertible debentures was still on the books at March 31, 2007 which reflects debentures totaling $1,180,250 being redirected to units of the private placement that closed in December 2006 and $205,069 in repayments of
convertible debentures since March 31, 2006.

We had long-term liabilities of $68,036 at March 31, 2007 compared to $501,802 at March 31, 2006. Most of the decrease relates to the liability for the agreement payable being reflected as a current liability as described above. The balance
of the decrease is due to the paying down of existing vehicle loans while not incurring any new debt as no new equipment purchases were financed.

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.

RISK FACTORS

You should carefully consider each of the following risk factors and all of the other information provided in this Annual Report. The risks described below are those we currently believe may materially affect us. Our future development is and
will continue to be dependent upon a number of factors. You should carefully consider the following information as well as the more detailed information concerning our Company contained elsewhere in this Annual Report.

Risk factors relating to our Company, business plan, operations and financial condition.

Expansion of our operations will require significant capital expenditures for which we may be unable to provide sufficient financing. Our need for additional capital may harm our financial condition.

We will be required to make substantial capital expenditures beyond our existing capital resources to continue our development and operational plans. Historically, we have relied, and continue to rely, on external sources of financing to meet our
capital requirements to implement our corporate development and investment strategies. We have, in the past, relied upon equity and debt capital as our principal source of funding. In the event we do not achieve positive cash flow, we will need to
obtain future funding through debt and equity markets or through project participation arrangements with third parties, but we cannot assure you that we will be able to obtain additional funding when it is required and whether it will be available
on commercially acceptable terms. If we fail to obtain the funding that we need when it is required, we may have to forego or delay potentially valuable opportunities, which may significantly affect our financial condition and ability to effectively
implement the proposed business plans.

If we are not able to successfully identify and complete acquisitions or successfully integrate any new or previous acquisitions, it could have a material adverse effect on our business.

Our business strategy includes the acquisition of technologies and businesses that complement or augment our existing products and services. Promising acquisitions are difficult to identify and complete for a number of reasons, including competition
among prospective buyers, finding the right sellers to fit our needs and the need for regulatory approvals. We may not be able to identify and successfully complete transactions. Any acquisition we may complete may be made at a substantial premium
over the fair value of the net assets of the acquired company. Further, we may not be able to integrate any acquired businesses successfully into our existing business, make the acquired businesses profitable, or realize anticipated cost savings or
synergies, if any, from these acquisitions, which could adversely affect our business.

Moreover, we have acquired several companies or interests in companies in the recent past. As a result of these acquisitions, we recorded significant intangible assets on our balance sheet, which has a carrying value of approximately $2.5
million as of March 31, 2007, which is amortized on a straight-line basis over its useful life of approximately eight years, and is expected to expire in March 2012. We periodically assess these assets to determine any impairment. Our ability to
realize the value of these assets will depend on the future cash flows of the corresponding acquired businesses. These cash flows in turn depend in part on how well we have integrated these businesses. If we are not able to realize the value of
these assets, we may be required to incur material charges relating to their impairment.

We have a limited operating history and have incurred losses since we began operating. We must generate greater revenue to achieve profitability.

---

We commenced our current operations in 2004 and have incurred losses before and after we began our operations. Our current cash flows alone are insufficient to fund our business plan, necessitating further growth and funding for implementation. We
may be unable to achieve the needed growth to obtain profitability and may fail to obtain the funding that we need when it is required. An investment in our securities is subject to all of the risks involved in a newly established business venture,
including unanticipated problems, delays, expenses and other difficulties. The further development of our business plan will require substantial capital expenditures. Our future financial results will depend primarily on our ability to locate
profitable assets and business opportunities, which in turn will be dependent on our ability to manage those activities profitably, on the market for our products and on general economic conditions. There can be no assurance that we will achieve or
sustain profitability or positive cash flows from our operating activities.

If we are not able to protect our intellectual property, it could have a material adverse effect on our business.

Third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result. Part of our current business plan is to increase our emphasis on obtaining patent and trade secret
protection for significant new technologies, products, and processes because of the length of time and expense associated with bringing new products through the development process and into the marketplace. Our success depends in part on our ability
to develop patentable products and obtain and enforce patent protection for our products in Canada, the United States and other countries. We currently own one U.S. patent, and we intend to file additional applications, as appropriate, for patents
covering our products. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents
owned by or licensed to us may be challenged, invalidated, or circumvented, and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing
technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. We could incur substantial costs to defend ourselves in suits
brought against us or in suits in which we may assert our patent rights against others. An unfavorable outcome of any such litigation could materially adversely affect our business and results of operations.

We also rely on trade secrets and proprietary know-how with which we seek to protect our products, in part, by confidentiality agreements with our collaborators, employees, and consultants. These agreements may be breached, and we may not have
adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently developed by our competitors.

Third parties may assert claims against us to the effect that we are infringing on their intellectual property rights. We could incur substantial costs and diversion of management resources in defending these claims, which could have a material
adverse effect on our business, financial condition, and results of operations. In addition, parties making these claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief, which could effectively
block our ability to make, use, sell, distribute, or market our products and services in Canada, the United States or abroad. In the event that a claim relating to intellectual property is asserted against us, or third parties not affiliated with us
hold pending or issued patents that relate to our products or technology, we may seek licenses to such intellectual property or challenge those patents. However, we may be unable to obtain these licenses on commercially reasonable terms, if at all,
and our challenge of the patents may be unsuccessful. Our failure to obtain the necessary licenses or other rights could prevent the sale, manufacture, or distribution of our products and, therefore, could have a material adverse effect on our
business, financial condition, and results of operations.

If we default under the share purchase agreements with the former shareholders of Vasjar, we could lose our ownership of Vasjar and the intellectual property owned by Vasjar's subsidiary, Quadra.

Under our share purchase agreements with the two former shareholders of Vasjar, on each of April 1, 2005, April 1, 2006 and April 2007, we are required to deliver shares of our common stock that have been registered for resale under the Securities
Act to each of the former Vasjar shareholders. If these shares have not been delivered to the former shareholders of Vasjar within 182 days after the due date (which is October 1 of each period), the former shareholders may at their option terminate
their respective share purchase agreements with us, without notice or prior opportunity to cure. As of April 2, 2007, we had not delivered the Wescorp shares owed to the former Vasjar shareholders as required by April 1, 2007. If we are unable to
deliver these shares, plus any penalty shares, by October 1, 2007, the former Vasjar shareholders will have the right to terminate their respective share purchase agreements with us. If the former Vasjar shareholders terminate the share purchase
agreements, we would no longer own Vasjar or its subsidiary Quadra, including the intellectual property rights owned by Quadra. We intend to file a Registration Statement on Form SB-2 to register the

---

required shares, however, if the registration statement does not become effective prior to October 1, 2007, we may lose our ownership of Vasjar and the intellectual property owned by the Vasjars subsidiary, Quadra.

We expect to experience rapid growth. If this happens and we are not able to manage this growth successfully, this inability to manage the growth could adversely affect our business, financial condition, and results of operations.

Rapid growth places a significant strain on our financial, operational, and managerial resources. While we engage in strategic and operational planning to adequately manage anticipated growth, there can be no assurance that we will be able to
implement and subsequently improve operations and financial systems successfully and in a timely manner to fully manage our growth. There can be no assurance that we will be able to manage our growth and any inability to successfully manage growth
could materially adversely affect our business, financial condition, and results of operation.

We must continue to develop or acquire new products, adapt to rapid and significant technological change, and respond to introductions of new products in order to be competitive.

Our growth strategy includes significant investment in and expenditures for product development. We sell our products primarily in energy or energy-related industries that are characterized by rapid and significant technological changes, frequent
new product and service introductions and enhancements and evolving industry standards. Without the timely introduction of new products, services and enhancements, our products and services may become technologically obsolete over time, in which
case our revenue and operating results would suffer.

In addition, our competitors may adapt more quickly to new technologies and changes in customers requirements than we can. The products that we are currently developing, or those we will develop in the future, may not be technologically
feasible, or accepted by the marketplace, and our products or technologies could become uncompetitive or obsolete.

Our success depends on the performance of our executive management and key personnel.

The success of our Company is dependent on the performance of executive management and key personnel in the areas of finance, product development, sales, and marketing. Moreover, our anticipated growth will require us to recruit and hire additional
new managerial personnel. There is intense competition for qualified personnel and there can be no assurance that we will be able to attract and retain qualified personnel to execute our business plan. The failure to attract or the loss of any
qualified personnel could adversely affect the success of our business for the period of time required to recruit any replacement.

The market for our products is highly competitive, and we may not be able to keep up with the development and technology advancements of our competitors.

The market for flow metering devices and heavy-oil upgrading technology is expected to remain highly competitive. While we believe our products are unique and have adequate patent protection for the underlying technologies, there can be no assurance
that competitors will not emerge in the near to medium term with comparable products or technologies. There are several large companies involved in gas flow metering and heavy oil upgrading technology with larger more established sales and marketing
organizations, technical staff, and financial resources. We intend to establish marketing and distribution partnerships or alliances with several of these companies but there can be no assurance that such alliances will be formed.

We primarily sell products and services to companies in energy or energy-related industries, which tend to be extremely cyclical; downturns in those industries would adversely affect our results of operations.

The growth and profitability of our business depends primarily on sales to energy and energy-related industries that are subject to cyclical downturns. Slowdowns in these industries would adversely affect sales by our businesses, which in turn would
adversely affect our revenues and results of operations. In particular, our products are primarily sold into the oil and gas industry that historically has realized significant shifts in activity and spending due to fluctuations in commodity prices.
Our revenues are primarily dependant upon spending by oil and gas producers, therefore a reduction in spending by producers can have a materially adverse effect on our business, financial conditions, and results of operations.

The industries in which we primarily sell our products are heavily regulated and costs associated with such regulation could reduce our profitability.

---

Federal, state, and local authorities extensively regulate the oil and gas industry, which is the primary industry in which we sell our products. Legislation and regulations affecting the industry are under constant review for amendment or
expansion. State and local authorities regulate various aspects of oil and gas drilling and production activities that ultimately affect how customers use our products and how we develop and market our products. The overall regulatory burden on the
industry increases the cost of doing business, which, in turn, decreases profitability.

Our international sales are also subject to rules and regulations promulgated by regulatory bodies within foreign jurisdictions, and there can be no assurance that such foreign regulatory bodies will not adopt laws or regulatory requirements that
could adversely affect our Company.

As a multinational corporation, we are exposed to fluctuations in currency exchange rates, which could adversely affect our cash flows and results of operations.

Our current reporting currency is the United States dollar; however, the functional currency for our subsidiary, Flowstar, is the Canadian dollar. We do not use derivative instruments to mitigate the effects of foreign exchange changes between the
recording date of accounts receivable and accounts payable denominated in Canadian dollars and the settlement date of those transactions. These transactions are short-term in nature and therefore the effect of the foreign exchange changes has not
been significant in the past. We can not predict, however, if foreign exchange rate fluctuations could have a more significant impact on our financial condition in the future.

In addition, we currently intend to continue expanding our presence in international markets. International revenues are subject to the risk that fluctuations in exchange rates could adversely affect product demand and the profitability in U.S.
dollars of products and services provided by us in international markets, where payment for our products and services is made in the local currency. In addition, reported sales made in non-U.S. currencies, when translated into U.S. dollars for
financial reporting purposes, will fluctuate due to exchange rate movement. Should our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results.

We could face significant liabilities in connection with our technology and business operations, which if incurred beyond any insurance limits, would adversely affect our business and financial condition.

We are subject to a variety of potential liabilities connected to our technology development and business operations, such as potential liabilities related to environmental risks. Although we have obtained insurance against certain of these risks,
no assurance can be given that such insurance will be adequate to cover related liabilities or will be available in the future or, if available, that premiums will be commercially justifiable. If we were to incur any substantial liability and
related damages were not covered by our insurance or exceeded policy limits, or if we were to incur such liability at a time when we are not able to obtain liability insurance, our business, financial conditions and results of operations could be
materially adversely affected.

Information in this document regarding our future plans reflects our current intent and is subject to change.

We describe our current business plans and strategies in this document. Whether we ultimately implement our plans will depend on availability and cost of capital; acquisition of additional products and technologies; integration of purchased products
and technologies into our business; and key personnel. You should understand that our plans regarding our business might change.

Risks related to our common stock.

Our common stock is illiquid, so investors may not be able to sell any significant number of shares of our stock at prevailing market prices.

The average daily trading volume of our common stock was approximately 114,000 shares per day over the 90-day period ended March 31, 2007. If limited trading in our stock continues, it may be difficult for investors to sell their shares in the
public market at any given time at prevailing prices.

Sales of a substantial number of shares in the Stockholders Offering may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize the current trading price of our common
stock.

---

As of March 31, 2007, approximately 14,864,000 shares of common stock that are currently outstanding are considered restricted securities as that term is defined under the Securities Act of 1933, as amended, or the Securities Act. Though
not currently registered, these restricted securities may be sold in the future, in compliance with Rule 144 promulgated under the Securities Act or pursuant to a future registration statement. Rule 144 provides that a person holding restricted
securities for a period of one year or more may sell those securities in accordance with the volume limitations and other conditions of the rule. Sales made pursuant to Rule 144 or 144(k), or pursuant to a registration statement filed under the
Securities Act, could result in significant downward pressure on the market price for our common stock.

Our Board of Directors can cause us to issue preferred stock with rights that are preferential to, and could cause a decrease in the value of, our common stock.

Our Board of Directors may issue up to 50 million shares of preferred stock without action by our stockholders. Rights or preferences could include, among other things:

- The establishment of dividends which must be paid prior to declaring or paying dividends or other distributions to our common stockholders;
- Greater or preferential liquidation rights which could negatively affect the rights of common stockholders; and
- The right to convert the preferred stock at a rate or price which would have a dilutive effect on the outstanding shares of common stock.

In addition, any preferred stock that is issued may have rights; including rights as to dividends, liquidation preferences, and voting; that are superior to those of holders of common stock.

Our common stock is subject to penny stock regulation.

Our common stock is subject to additional disclosure requirements for penny stocks mandated by the Penny Stock Reform Act of 1990. The SEC regulations generally define a penny stock to be an equity security that is not traded on the NASDAQ Stock
Market and has a market price of less than $5.00 per share. Depending upon our stock price, we may be included within the SEC Rule 3a51-1 definition of a penny stock and have our common stock considered to be a penny stock, with
trading of our common stock covered by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, as amended. Under this rule, broker-dealers who recommend such securities to persons other than established customers and accredited investors
must make a special written disclosure to, and suitability determination for, the purchaser and receive the purchasers written agreement to a transaction prior to a sale. The regulations on penny stocks limit the ability of broker-dealers to
sell our common stock and thus may also limit the ability of purchasers of our common stock to sell their securities in the secondary market. Our common stock will not be considered a penny stock if our net tangible assets exceed
$2,000,000 or our average revenue is at least $6,000,000 for the previous three years.

We have not anticipated and do not anticipate paying dividends on our common stock.

We have not paid any cash dividends to date with respect to our common stock. We do not anticipate paying dividends on our common stock in the foreseeable future since we will use all of our earnings, if any, to finance expansion of our operations.
We are authorized to issue preferred stock, however, and may in the future pay dividends on our preferred stock that may be issued.

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

There was an action brought by Mark Baum against Wescorp (Baum
v. Wescorp Energy Inc., f/k/a CTI Diversified Holdings, Inc., case number 50T
181 00033 04 - American Arbitration Association, International Centre for
Dispute Resolution). The case was commenced January 15, 2004 and the hearing
thereon was held in October 2004. The claim was for $300,000 plus attorneys
fees and costs. Principal parties were Baum and Wescorp. Baums claim was based
on a purported agreement whereby he or an affiliate was to provide various
services to Wescorp for payments of $6,000 per month in Wescorp stock payable
six months in advance. The Company was successful in its arbitration hearings
with Mr. Baum and was awarded $42,471 plus court costs. Mr. Baum appealed the
judgment. The final determination of the case at this time is not certain, nor
is it certain when the company will receive the court award and costs (if any).
Management has relied on professional advice that has recommended that the
matter not be pursued any further due to economic reasons.

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

On January 22, 2007, upon the exercise of previously
outstanding warrants at $.25 per share, the Company issued 200,000 shares of
common stock for total proceeds of $50,000. The warrants originally were issued
as part of a private placement to accredited investors outside the United States
in reliance upon an exemption from registration under Regulation S of the
Securities Act of 1933, as amended.

On February 23, 2007, in connection with an agreement with OKKO
International Inc., the Company issued 321,059 shares of common stock to settle
an outstanding liability. 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 as a private transaction
under Section 4(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

No matters were submitted to a vote of our security holders
during the three months ended March 31, 2007.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

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

|Exhibit |                                                                                                                                                                                                                                                                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                                         
|2.1     | Share Purchase and Subscription Agreement dated June 9,
      2003 among the Company, 1049265 Alberta Ltd., Flowray, Flowstar, New
      Millennium Acquisitions Ltd. ("New Millennium") and Gregory Burghardt.
      (Incorporated by reference to the Companys Current Report on Form 8-K/A
      filed with the Commission on May 12, 2004, File No. 000-30095.)
|        |                                                                                                                                                                                                                                                                                                                                                                     
|2.2     | Share Purchase Agreement dated as of January 14, 2004
      between the Company and the Trustee of the Epitihia Trust. (Incorporated
      by reference to the Companys Current Report on Form 8-K/A filed with the
      Commission on May 12, 2004, File No. 000-30095.)                                                                                         

---

|2.3  | Share Purchase Agreement dated as of January 14, 2004
      between the Company and the Trustee of the Abuelo Trust. (Incorporated by
      reference to the Companys Current Report on Form 8-K/A filed with the
      Commission on May 12, 2004, File No. 000-30095.)                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                              
|2.4  | Share Purchase and Subscription Amending Agreement dated
      January 14, 2004 among the Company, 1049265 Alberta Ltd., Flowray,
      Flowstar, New Millennium and Gregory Burghardt. (Incorporated by reference
      to the Companys Current Report on Form 8- K/A filed with the Commission
      on May 12, 2004, File No. 000-30095.)
|     |                                                                                                                                                                                                                                                                                                                                              
|2.5  | Share Purchase Agreement dated as of January 14, 2004
      between the Company and Epitihia Trust. (Incorporated by reference to the
      Companys Current Report on Form 8-K/A filed with the Commission on May
      12, 2004, File No. 000-30095.)                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                              
|2.6  | Share Purchase Agreement dated as of January 14, 2004
      between the Company and Abuelo Trust. (Incorporated by reference to the
      Companys Current Report on Form 8-K/A filed with the Commission on May
      12, 2004, File No. 000-30095.)                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                              
|2.7  | Share Purchase Option Agreement dated February 10, 2004
      between the Company and Olav Ellingsen (Incorporated by reference to the
      Companys Current Report on Form 8-K filed with the Commission on April 9,
      2004, File No. 000-30095.)                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                              
|2.8  | Amending Agreement dated as of June 16, 2004 between the
      Company and the Trustee of the Epitihia Trust. (Incorporated by reference
      to the Companys Quarterly Report on Form 10-QSB filed with the Commission
      on August 26, 2004, File No. 000-30095.)                                                                     
|     |                                                                                                                                                                                                                                                                                                                                              
|2.9  | Amending Agreement dated as of June 16, 2004 between the
      Company and the Trustee of the Abuelo Trust. (Incorporated by reference to
      the Companys Quarterly Report on Form 10-QSB filed with the Commission on
      August 26, 2004, File No. 000-30095.)                                                                       
|     |                                                                                                                                                                                                                                                                                                                                              
|2.10 | Form of Subscription Agreement dated March 15, 2005 by
      and between Wescorp and the Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on March 21, 2005, File No. 000-30095.)                                                                       
|     |                                                                                                                                                                                                                                                                                                                                              
|2.11 | Form of Subscription Agreement dated April 28, 2005
      between and Wescorp and the Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on April 29, 2005, File No. 000-30095.)                                                                          
|     |                                                                                                                                                                                                                                                                                                                                              
|2.12 | Form of Subscription Agreement between the Company and
      the United States Resident Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on December 24, 2006, File No. 000-30095.)                                                                     
|     |                                                                                                                                                                                                                                                                                                                                              
|2.13 | Form of Subscription Agreement between the Company and
      the Non-United States Resident Purchaser named therein. (Incorporated by
      reference to the Companys Current Report on Form 8-K filed with the
      Commission on December 24, 2006, File No. 000-30095.)                                                                 
|     |                                                                                                                                                                                                                                                                                                                                              
|2.16 | Purchase Agreement dated March 23, 2007 between the
      Company and 306538 Alberta Ltd. (Incorporated by reference to the
      Companys Current Report on Form 8-k filed with the Commission on March
      27, 2007, File No. 000-30095.)                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                              
|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.)                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                              
|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   | Hypothecation
        Agreement dated as of July 6, 2004 between the Company, the Trustee of
        the Epitihia Trust and Yearwood & Boyce. (Incorporated by reference
        to the Companys Quarterly Report on Form 10-QSB filed with the Commission
        on August 26, 2004, File No. 000-30095.)                              
|       |                                                                                                                                                                                                                                                                                                                                           
|10.2   | Hypothecation
        Agreement dated as of July 6, 2004 between the Company, the Trustee of
        the Abuelo Trust and Yearwood & Boyce. (Incorporated by reference
        to the Companys Quarterly Report on Form 10-QSB filed with the Commission
        on August 26, 2004, File No. 000-30095.)                                
|       |                                                                                                                                                                                                                                                                                                                                           
|10.3   | Employment Agreement
        of Douglas Biles. (Incorporated by reference to the Companys Quarterly
        Report on Form 10QSB filed with the Commission on November 14, 2005, File
        No. 000-30095.)                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                           
|10.4   | Employment Agreement
        of Terry Mereniuk (Incorporated by reference to the Companys Quarterly
        Report on Form 10QSB filed with the Commission on November 14, 2005, File
        No.000-30095.)                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                           
|10.5   | Memorandum Amending
        Agreement dated January 14, 2004 among the Company, Flowray and Flowstar.
        (Incorporated by reference to the Companys Current Report on Form
        8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)                                                                            
|       |                                                                                                                                                                                                                                                                                                                                           
|10.6   | Intellectual
        Property Purchase Agreement dated and effective August 30, 2003 between
        Flowray and Quadra Products International Inc. (Incorporated by reference
        to the Companys Current Report on Form 8-K/A filed with the Commission
        on May 12, 2004, File No. 000-30095.)                              
|       |                                                                                                                                                                                                                                                                                                                                           
|10.7   | Letter of Intent
        dated February 10, 2004 between the Company and Ellycrack AS (Incorporated
        by reference to the Companys Current Report on Form 8-K filed with
        the Commission on April 9, 2004, File No. 000-30095.)                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                           
|21.1   | Schedule of
        Subsidiaries of the Company (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.)                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                           
|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

Pursuant to
  the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized, on this 8thday of June,
  2007.

|                         | **WESCORP ENERGY INC.**
|------------------------ | -----------------------
|                         |                        
|Date: June
      8, 2007 | By:                    
|                         |                        
|                         |                        
|                         | By:                    
|                         |                        

---