Filed by Automated Filing Services Inc. (604) 609-0244 - Wescorp Energy Inc.

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

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

8709 – 50 Avenue, Edmonton AB, Canada T6E 5H4
(Address of principal executive offices) (Zip Code)

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Number of shares outstanding of the registrant's class of common stock as of November 10, 2005 was 38,279,686.

Authorized share capital of the registrant as of November 10, 2005, was 250,000,000 common shares,
par value of $0.0001, and 50,000,000 preferred shares, par value of $0.0001

The Company recorded revenue of $638,536 for the quarter ended September 30, 2005.

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

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (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 ON THIS FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE ELLYCRACK TECHNOLOGY MAY NOT BE TECHNICALLY EFFECTIVE OR COST EFFECTIVE IN THE MARKETS TARGETED BY MANAGEMENT; THAT THE COMPANY WILL NOT COMPLETE ANY OTHER SUITABLE ACQUISITIONS, THAT ITS MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL; IN ADDITION, IF SAID ACQUISITIONS ARE COMPLETED THEY MAY BE UNSUCCESSFUL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.

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. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2004. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

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

Operating results for the nine month period ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

Wescorp Energy Inc. (“the Company”) was incorporated in Delaware on August 11, 1998. Wescorp changed its business focus in early fiscal 2004, and as a result is no longer considered to be a development stage enterprise. The Company provides expertise to emerging companies by offering timely product solutions and/or strategic investment opportunities in the petroleum production and service industries. Wescorp intends to carry out this mandate through investments in companies or products where early stage product development has been completed.

The Company’s year end is December 31. The Company is headquartered in Edmonton, Alberta, Canada.

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Revenue Recognition
The Company recognizes revenue when the customer has accepted delivery of the product and has agreed it meets their requirements.

Accounts Receivable
The Company carries its accounts receivable at net realizable value. On a periodic basis, the Company evaluates its accounts receivable and considers the need for an allowance for doubtful accounts, based on Company past and expected collections, and current credit conditions. At September 30, 2005, a valuation allowance of $20,515 (December 31, 2004 – nil) is deemed necessary. The Company's policy is to accrue interest on trade receivables at the discretion of management.

Product Warranties
The Company sold the majority of its products with one-year unconditional repair or replacement warranties. Warranty expense is included in cost of sales.

Inventories
Inventories are stated at the lower of cost or market on a weighted average basis.

Intangible Assets
In September 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" (hereinafter “SFAS No. 141”) and Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets" (hereinafter “SFAS No. 142”). SFAS No. 141 provides for the elimination of the pooling-of-interest method of accounting for business combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142 prohibits the amortization of goodwill and other intangible assets with indefinite lives and requires periodic reassessment of the underlying value of such assets for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. During 2002, the Company fully impaired its intangible assets which were charged to discontinued operations expense and subsequently disposed of during 2003. Application of the non-amortization provision of SFAS No. 142 is expected to result in no change to the Company’s results of operations, even though the Company acquired new non-amortizable intangible assets in the year ended December 31, 2004.

Goodwill represents the excess of the purchase price and related direct costs over the fair value of net assets acquired as of the date of the acquisition of Flowstar Technologies Inc. (Flowstar). The Company periodically reviews its goodwill to assess recoverability based on projected undiscounted cash flows from operations. Impairments are recognized in operating results when a permanent diminution in value occurs. At December 31, 2004, an impairment of $533,181 on the Company’s goodwill was deemed necessary.

The Company acquired DCR technology rights from Vasjar which are included in intangible assets. These items represent the acquisition cost of the assets purchased from Vasjar in 2004 (see Note 9). The Company’s intangible assets are summarized as follows:

		September 30,		December 31
		2005		2004
DCR Technology	$	3,503,824	$	3,503,824
Goodwill		414,073		414,073
Net Intangibles Assets	$	3,917,897	$	3,917,897

Accounting Pronouncements – Recent
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153. This statement addresses the measurement of exchanges of non-monetary assets. The guidance in APB Opinion No. 29, “Accounting for Non-monetary Transactions,” is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion, however, included certain exceptions to that principle. This statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for non-monetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. Management believes the adoption of this statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123R, “Accounting for Stock Based Compensation.” This statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.” The Company has not yet determined the impact to its financial statements from the adoption of this statement.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 151, “Inventory Costs— an amendment of ARB No. 43, Chapter 4”. This statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “abnormal.” In addition, this statement requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this statement will have any immediate material impact on the Company.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (hereinafter “SFAS No. 150”). SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement has had no impact on the Company’s financial condition or results of operations.

Stock-Based Compensation
In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (hereinafter “SFAS No. 148”). SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The provisions of the statement are effective for financial statements for fiscal years ending after December 15, 2002. As the Company accounts for stock-based compensation using the intrinsic value method prescribed in APB No. 25, “Accounting for Stock Issued to Employees”, the adoption of SFAS 148 has had no impact on the Company’s financial condition or results of operations.

Exit and Disposal Activities
In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (hereinafter “SFAS No. 146”). SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities. SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146, which was issued in June 2002 and is effective for activities after December 31, 2002, has not materially impacted the Company’s financial statements for the periods presented.

Impairment or Disposal of Long-Lived Assets
In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (hereinafter “SFAS No. 144”). SFAS No. 144 replaces SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations. SFAS No. 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. This statement is effective beginning for fiscal years after December 15, 2001, with earlier application encouraged. The Company adopted SFAS No. 144 which did not have a material impact on the financial statements of the Company for the years presented. All of the Company’s long-lived assets were disposed of during 2002 and 2003. New assets were acquired in 2004 as a result of the acquisition of 100% of the outstanding shares of Flowstar and Vasjar (see Note 9).

Inventory
Inventories are stated at the lower of average cost or market. The cost of finished goods includes the cost of raw material, direct and indirect labor, and other indirect manufacturing costs.

The components of inventory at September 30, 2005 and December 31, 2004 are as follows:

		September 30,		December 31,
		2005		2004
Finished goods	$	822,468	$	471,222
Raw materials		43,341		38,971
Total inventory	$	865,809	$	510,193

Advertising Expenses
Advertising expenses consist primarily of costs incurred in the design, development, and printing of Company literature and marketing materials. The Company expenses all advertising expenditures as incurred. The Company's advertising expenses were $139,023 and $253,379 for the nine months ended September 30, 2005 and the nine months ended September 30, 2004 respectively.

Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid investments (or short-term debt) with original maturities of three months or less to be cash equivalents. Cash trust accounts are funds received from stock sales and administered by the Company’s corporate counsel. These funds are not restricted.

Concentration of Credit Risk
The Company maintains its cash in a commercial account at a major Canadian financial institution.

Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”. In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 149”). SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the financial position or results of operations of the Company.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

Earnings Per Share
On January 1, 1998, the Company adopted Statement of Financial Accounting Standard No. 128, which provides for calculation of "basic" and "diluted" earnings per share.

Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Although there were common stock equivalents outstanding at September 30, 2005 and at December 31, 2004, they were not included in the calculation of earnings per share because they would have been considered anti-dilutive.

Fair Value of Financial Instruments
The Company's financial instruments as defined by Statement of Financial Accounting Standard No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, investments, a note receivable, accounts payable, accrued expenses and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2005 and at December 31, 2004.

Foreign Currency Translation Gains/Losses
The Company’s functional currency is the Canadian dollar. The Company has adopted Financial Accounting Standard No. 52. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in income for the year, except gains or losses relating to long-term debt which are deferred and amortized over the remaining term of the debt. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

Going Concern
These consolidated financial statements have been prepared with the assumption being 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 has incurred an accumulated deficit of approximately $12,791,408 through September 30, 2005. The Company has changed its focus to provide expertise to emerging companies, offering timely product solutions and/or strategic investment opportunities 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 in existence. The Company has successfully raised $1,552,319 on a convertible debenture. Management feels that this will be sufficient to fund normal operations through 2005 (see Note 11).

Investments
The Company’s investments consist of non-marketable equity securities. These investments, for which the Company does not have the ability to exercise significant influence in the underlying company, are accounted for under the cost method of accounting. Dividends and other distributions of earnings, if any, are included in income when declared. The Company periodically evaluates the carrying value of its investments, which are recorded at the lower of cost or estimated net realizable value.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of the inter-company accounts and transactions. Wholly owned subsidiaries of the Company are listed in Note 9.

Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

Restatement and Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation. The reclassifications and restatements principally consist of revised reporting of operating results of the discontinued operations of the Company’s subsidiaries in the prior fiscal period. This reclassification has resulted in no changes to the Company’s accumulated deficit or net losses presented.

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, expenses and common stock equivalents. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

During the period the Company entered into an agreement to advance funds to an unrelated party in the form of a promissory note. This note carries interest at a rate of 7.25%, was due on September 30, 2005 and is secured by a general security agreement. On October 18, 2005 the note holder repaid CAD $200,000 and has made arrangements with the Company to repay the balance of the note.

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over three to seven years. The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.

The components of investments at September 30, 2005 and December 31, 2004 are as follows:

		September 30,		December 31,
		2005		2004
Synenco Energy Inc.	$	530,462	$	530,462
Ellycrack AS		463,186		388,186
Total investments	$	993,648	$	918,648

Agreement with Vasjar Trading Ltd.
In January of 2004, the Company entered into an agreement to acquire 100% of the common stock of Vasjar Trading Ltd. ("Vasjar"), a British Virgin Islands corporation.

Vasjar has five Barbados corporate subsidiaries, one of which holds intellectual property rights, including technology rights to the DCR system originally owned by Flowray.

On April 29, 2004, the Company tendered to Vasjar's two shareholders 2,400,000 shares of its common stock as a proposed settlement of the initial share delivery provisions for the Vasjar acquisition. Resolution of both of the shareholders situations has occurred.

As part of the agreement the Company also consented to issue an aggregate of up to 2,600,000 shares additional stock over the years 2005-2007 based on the achievement of Vasjar's minimum annual sales volumes during the years 2004-2006. In the event that earned shares are not timely delivered, the agreement provides for "penalty" shares to be issued and also provides Vasjar's two shareholders with the right to rescind the agreement and receive back their original shares. Wescorp was not able to deliver free-trading shares on April 1, 2005, and as a result the Company was obligated to pay the Vasjar shareholders an additional 48,000 Wescorp shares for each of the months April through September 2005. As of September 30, 2005 the Company delivered all of the required shares which were accepted by the Vasjar shareholders.

Agreement with Ellycrack AS
Wescorp has purchased as an aggregate 655,000 shares of common stock of Ellycrack AS, a privately held company in Norway. Wescorp acquired 255,000 shares in consideration of $119,000 that was paid in three installments, $50,000 each on December 29, 2003 and February 2, 2004, and $19,000 in May 2004. On September 15, 2004, the Company issued 300,000 of its shares to Ellycrack AS in exchange for 400,000 shares of Ellycrack AS. The value ascribed to the Ellycrack shares of $150,000 was calculated based on

the median trading price of Wescorp shares on that day (being $0.50) . In the first quarter of 2005, Wescorp paid $75,000 for 97,000 additional shares of Ellycrack at five Kroners per share.

Pursuant to a share purchase option agreement dated February 10, 2004, the Company has been granted an option to purchase additional shares to increase the Company's ownership up to 20% of the outstanding common voting shares of Ellycrack on a fully diluted basis as at June 30, 2004. The option is exercisable until the later of June 30, 2004 or the date that is four months after the completion date of the Company's testing of Ellycrack's technology. This testing has not been completed as of the writing of these financial statements. The purchase price for these Ellycrack shares will be equal to 11.85% of the total market value of $5,000,000 in respect of all the outstanding shares of Ellycrack as at June 30, 2004 as mutually agreed by the parties or approximately $592,500.

Common Stock
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 stock 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.

2005 Stock Transactions
In the first nine months of 2005, the Company issued 1,579,571 shares for total proceeds of $663,000. These shares were issued on the exercise of various warrants at exercise prices of $0.25 to $1.00 per share.

Common Stock Warrants
As of November 10, 2005, the Company has the following common stock purchase warrants outstanding:

Number of shares	Exercise	Expiration
under warrants	price	date
3,178,923	$0.35	December 2005
1,500,000	$0.15	March 2006
300,000	$0.25	December 2006
1,000,000	$0.15	June 2008
5,978,923

Common Stock Options
During the quarter ended September 30, 2005, the Company approved the issuance of stock options to the President and C.E.O. of the Company to purchase a total of 2,277,777 shares of the Company’s stock at $0.54 per share pursuant to the terms of an employment contract. These options vest November 30, 2005 and have a term of four years from the date of vesting.

Following is a summary of the status of the options during the periods ended September 30, 2005:

Agreement with Ellycrack AS
In March of 2004, Ellycrack AS (“Ellycrack”) of Norway 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 would also include 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.

Acquisition of Flowstar and Vasjar
On March 31, 2004, Wescorp completed the purchase of 100% of the outstanding shares of Flowstar Technologies Inc. (“Flowstar”) in exchange for $414,073 pursuant to the share purchase and subscription agreement dated June 9, 2003 as amended January 14, 2004. On August 19, 2004, the Company concluded the acquisition of 100% of the outstanding shares of Vasjar Trading Ltd. (“Vasjar”), a British Virgin Islands company. Its wholly owned subsidiary (Quadra Products International Inc. or “Quadra”) owns the rights to the technology related to the DCR 900 system. The purchase called for the payment of 2,400,000 common stock shares of Wescorp initially, with an additional minimum 2,080,000 common stock shares issued over three years (480,000 before April 01, 2005, 800,000 before April 01, 2006 and 800,000 before April 01, 2007). An additional 520,000 shares are payable over this three year period if certain sales targets are achieved. If Wescorp fails to deliver any of the shares due before April 01, 2006, then the Company will be subject to a penalty of 10% additional shares for each month of delay, with a cumulative provision. If any of the Wescorp shares to be issued have not been delivered for a period of 182 days after the applicable due date, then the Vasjar shareholders may at their option terminate the share purchase agreements without notice or opportunity to cure. Wescorp has pledged to the Vasjar shareholders all of the Vasjar shares it holds as security to guarantee Wescorp’s performance under the share purchase agreements.

		Flowstar
		Technologies		Flowray
		Inc.		Inc.
Cash equivalents	$	131,704	$	6,587
Receivables		305,986		-
Inventory		290,906		-
Due from affiliate		-		103,054
Other current assets		23,856		-
Property and equipment		108,286		-
Note receivable		-		444,972

Deferred tax asset		64,777		-
Total Assets	$	925,515	$	554,613

Accounts payable	$	222,949	$	23,416
Deferred tax liability		-		9,938
Due to Wescorp		1,104,150		485,826
Long-term liability		25,385		-
Total Liabilities	$	1,352,484	$	519,180

In connection with the acquisition of Flowstar, Wescorp acquired 100% of the outstanding shares of Vasjar Trading Ltd. (“Vasjar”), a British Virgin Islands corporation. Vasjar in turn owns 100% of the outstanding shares of Quadra International Inc. (“Quadra”) and Flowstar International, Inc. (formerly Penta Energy Products Inc.) (“Flowstar International”), both of which are Barbados corporations. In consideration of the purchase of all the outstanding shares of Vasjar from two shareholder entities, Wescorp issued shares to the shareholders of Vasjar each as to 50% as follows:

(a) an aggregate 2,400,000 shares of common stock of the Company effective April 30, 2004; and

(b) up to an aggregate 2,600,000 additional shares of common stock of the Company to be issued in stages as follows:

Stage One. On or before April 1, 2005, Wescorp will issue from 480,000 to 600,000 additional shares based on sales achieved in the 2004 calendar year; the lower figure being if sales are less than $3,000,000, and the upper figure being if sales are more than $3,750,000. Shares are required to be registered at delivery.

Stage Two. On or before April 1, 2006, Wescorp will issue from 800,000 to 1,000,000 additional shares based on sales achieved in the 2005 calendar year; the lower figure being if sales are less than $4,500,000 and the upper figure being if sales are more than $7,500,000. Shares are required to be registered at delivery.

Stage Three. On or before April 1, 2007, Wescorp will issue from 800,000 to 1,000,000 additional shares based on sales achieved in the 2006 calendar year; the lower figure being if sales are less than $6,000,000 and the upper figure being if sales are more than $11,250,000. Shares are required to be registered at delivery.

As part of the agreement the Company agreed to also issue up to an aggregate additional 2,600,000 shares of stock over the years 2005-2007 for the achievement of Vasjar's minimum annual sales volumes during the years 2004-2006. In the event that earned shares are not timely delivered, the agreement provides for "penalty" shares to be issued and also provides Vasjar's two shareholders with the right to rescind the agreement and receive back their original shares. Wescorp was not able to deliver free-trading shares on April 1, 2005, and so the Company was required to pay the Vasjar shareholders an additional 48,000 Wescorp shares for each month that the shares were not delivered covering the months April through September 2005. These shares were delivered and accepted by the Vasjar shareholder on September 28, 2005.

Any Wescorp shares not earned in a particular calendar year because the sales did not achieve the upper sales target will be carried over and added to the shares to be issued in the next calendar year, subject to achievement of the next year’s escalating sales volumes.

The balance of the fair market value of the shares due to the Vasjar shareholders’ has been recorded as other short-term and long-term liabilities totaling $800,000.

On April 29, 2004, the Company issued and delivered to each of the shareholders of Vasjar 1,200,000 restricted shares of common stock, for a total of 2,400,000 shares, as a proposed settlement of the initial share delivery provisions for the Vasjar acquisition.

Vehicle Loans
During the year ended December 31, 2004, the Company purchased trucks for $65,504. The underlying notes are secured by the vehicles and are for thirty-five months. The monthly payments are $1,207.

The following comprise the Company’s notes payable at September 30, 2005 and at December 31, 2004:

		Annual
		Maturity
Year		Amount
2006	$	437,027
2007		423,915
2008		24,794
2009		19,370
2010		19,739
	$	924,845

During the period the Company issued debentures which bear interest at the rate of 14% per annum, payable quarterly which mature on December 31, 2005. The debentures are secured by way of a security interest over the inventory and receivables of Flowstar Technologies Inc., a wholly owned subsidiary of the Company.

The debentures may, at the option of the holder, be converted into units of the Company a price of US$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, 2006 as follows:

a) if exercised on or before December 31, 2005 the holder of a warrant shall be entitled to purchase one common share for each warrant held for US$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 US $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:

The convertible debentures contained a beneficial conversion feature computed at its 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 $380,000, was recorded as an interest expense and a component of equity on the issuance date. It is management’s opinion that the fair market value of the units noted above would be worth 80% of the market price of free trading stock as the shares in these units are restricted in trading and represent a large block of shares that current market conditions could not absorb.

The fair value of the warrants attached to each unit was calculated using the Black-Scholes Option Pricing Model incorporating the following weighted average assumptions:

Risk free interest rate	3.0%

Expected dividend yield	Nil

Expected stock price volatility	117%

Expected warrant life	0.75 year

Weighted average grant date fair value per warrant	0.30

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. 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.

The Company had three consulting agreements. The agreements were effective from April 1, 2003 through March 31, 2005. The consultants were to be paid in cash or common stock, with a deemed price of $0.20 per share. The monthly fee for two consultants was $5,000 each and the other consultant was to receive $2,500 per month. Consultant expense for the quarter ended March 31, 2005 under these agreements was $37,500 (2004 - $37,500). To September 30, 2005, the Company has not yet paid these amounts nor issued any stock.

On September 3, 2003, the Company signed an agreement to settle its indebtedness to a former officer of the Company. At the date of the agreement, the individual received $15,000 and is to receive $7,500 per month and 3% of the gross proceeds of any equity financing

completed by the Company after the date of the agreement subject to a maximum payment of $37,500 in respect to each financing. The total payment in aggregate will not exceed $150,000. This obligation was paid in full effective June 22, 2005.

At 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 stock and an additional 100,000 common stock warrants exercisable at $0.50 for five years and with a cashless exercise feature. As part of the transaction, the party agreed to cap legal service costs at an agreed maximum from September 2003 to December 2004, amounting to a reduction of $100 per hour. To September 30, 2005, the Company had not issued this stock or warrants.

Operating Leases
The Company leases office space and manufacturing space in Edmonton, Alberta, Canada for $5,695 per month under a month to month operating lease agreement. The Company leases office space in Calgary, Alberta, Canada for $3,500 per month under an operating lease agreement, which expires June 2006. In addition the Company has entered into a lease agreement with respect to a vehicle which has minimum lease payments of $873 per month until June 2007.

Related Party Transactions
Summary of related party transactions as follows for the nine months ended September 30, 2005 and the year ended December 31, 2004:

Related Party Notes Payable
On January 28, 2003, the Company entered into an agreement with AHC Holdings, Inc. (“AHC”), under which AHC would lend Wescorp up to $1,750,000. AHC is a private company beneficially owned and controlled by a director of the Company. 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 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 (“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 December 31, 2006 as follows:

(a) if exercised on or before December 31, 2005 the holder of each warrant shall be entitled to purchase one common share for each warrant held for $1.00 per common share; and

(b) thereafter until December 31, 2006 the holder of each warrant shall be entitled to purchase one common share for each warrant held for $2.00 per common share.

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 2,212,277 shares will be issued as a result of this transaction. To September 30, 2005, these shares had not yet been issued.

Further, on January 28, 2003 the Company granted warrants to AHC which would allow them to purchase 1,000,000 shares of common stock at a price of $0.15 per share in connection with the above stated loan. The warrants expire on March 6, 2006. If these warrants were exercised the shares would have a market value of $950,000 at September 30, 2005.

The terms of the amounts due to related parties at September 30, 2005 and at December 31, 2004 are as follows:

Conditional Purchase Agreement
As a condition on the acquisition of Vasjar the Company was required to issue on or before April 1, 2005 between 480,000 and 600,000 additional shares based on sales achieved in the 2004 calendar year. The lower figure was based on sales of less than $3,000,000, and the upper figure was based on sales in excess of $3,750,000. The shares were required to be registered at delivery.

Wescorp was not able to deliver free-trading shares on April 1, 2005, and so the Company was obligated to pay the former Vasjar shareholders an additional 48,000 Wescorp shares for each of the months April through September 2005. The Company did deliver all of the required shares which were accepted by the Vasjar shareholders. Wescorp has pledged to the former owners of Vasjar all the Vasjar shares as security to guarantee Wescorp’s performance under the share purchase agreements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

During the nine months ended September 30, 2005, we successfully raised $1,552,319 on the issuance of a convertible debenture and $600,728 on the exercise of outstanding warrants. An additional $110,000 was raised through the convertible debenture but the debenture agreement for these funds has not yet been signed. Furthermore, the loan from AHC Holdings Ltd. in the amount of Cdn $2,382,755 was converted to shares of the company at $0.87 per share valued at US $1,924,681, resulting in the complete elimination of this loan. We are currently in the process of completing a Cdn. $500,000 private placement which will provide additional financing for the Company.

Revenue from operations for the third quarter of 2005 totaled $638,536 versus $579,337 in 2004 representing a 10.2% increase in year-over-year third quarter revenue. That revenue also represented a 48.0% increase over second quarter 2005 revenue of $431,428. Year-to-date nine-month revenue totaled $1,690,558 in 2005 representing a 116.9% increase over 2004 revenue of $779,446 for the same period.

Gross margins for the third quarter were 37.9% of revenue compared to 29.7% for the same period in 2004. That margin was lower than the 50.5% of sales reported for the second quarter of 2005, due primarily to a one time inventory adjustment attributed to reconciling accounting records with a physical count taken at the end of the quarter. Gross margins for the nine-month period are therefore 45.7% of sales compared to 34.9% for the same period in 2004 representing a significant improvement in operating efficiencies attributed primarily to tighter internal controls.

We did not have any revenue from operations for the first quarter of 2004, as Flowray Inc. ("Flowray") and Flowstar Technologies Inc. ("Flowstar") (see "Acquisition of Flowstar and Flowray", below) became wholly owned subsidiaries after the end of the first quarter on March 31, 2004. Flowstar and Flowray were operating prior to their acquisition, and the operating results of this can be reviewed in the Proforma Financial Statements that are included in the 10Q report for the first quarter of 2004. The acquisition of Vasjar Trading Ltd. was completed after the end of the second quarter in 2004 and accordingly, assets, liabilities and operations of Vasjar and its subsidiaries, as well as any consolidating entries associated therewith, were reflected in the third quarter of 2004.

To date our quarterly operations have experienced consistently negative cash flows. Management had anticipated that the Flowstar operations would generate increased sales and result in positive quarterly operating cash flows commencing by the end of fiscal 2004. While Flowstar sales to date have been encouraging and are gaining momentum due to greater market acceptance of the Flowstar product line and the addition of two full-time sales representatives, the flow meter business has not yet reached the break even level to support operations without continued financial support from Wescorp.

The rapid growth an organization experiences often places considerable operational, managerial and financial strain on a company. To ensure the success of our new business plan, we must proactively adhere to the following:

Our future opportunities for success greatly depend on the continued employment of and performance of senior management, including the successful hiring of any key personnel employed by potential target companies. We would be materially adversely affected if one or more of the senior management team does not continue to perform in their present positions, or if we or potential targets are unable to hire and train a sufficient number of qualified management, professional, technical and regulatory personnel. As such, in July 2005 we granted our CEO Doug Biles options to purchase 2 million common shares of Wescorp as part of his employment agreement and as an incentive for his continued service. (See Exhibit 2.1.19 below) We also executed an employment agreement with our CFO Terry Mereniuk who ceased to be a consultant to the Company in the third quarter 2005 period. (See Exhibit 2.1.20 below)

On March 31, 2004, we completed the acquisition of 100% of the outstanding shares of Flowstar and Flowray in consideration of cash payments to the selling shareholders totaling approximately $414,000 (CDN$550,000).

Flowstar has the non-exclusive worldwide license to use Flowray's technology relating to certain flow meters and to manufacture, market and sell products derived from the technology, including three major product lines used in measuring and recording natural gas flow. Flowray has developed a system known as the Digital Chart Recorder or "DCR" for measuring the flow of gas at the wellhead. Flowstar also markets liquid based totalizers, and Windows^©-based gas flow calculation software, and a line of liquid turbines for which there is no intellectual property, as the patents expired long ago.

Flowstar successfully field-tested the DCR-900 product in 2003. Units were commercially sold in the 2003 year, and were installed in various customer applications. Flowstar continues to develop and improve the DCR product line, including PDA/telephone software and a satellite communication system. The introduction of the DCR-1000 and testing of the differential pressure cell enhances Flowstar’s position as an industry leader providing advanced technological solutions for gas flow measurement equipment.

In 2005 management of Flowstar participated in the ISA Calgary 2005 Show and Conference on April 13 and 14, and the Canadian School of Hydrocarbon Measurement Exhibit in Calgary Alberta on March 22 and 23. Staff also attended the Coal Bed Methane Conference held on March 2 and 3.

In the third quarter of 2004, additional professional sales staff were identified and hired, and a sales office was opened in Calgary, giving the company an important presence in the most influential oil and gas industry cities in Canada. Two additional professional sales staff were hired in the third quarter of 2005 to further expand our sales capabilities within the Calgary and Edmonton based markets of Canada Management is optimistic about the future prospects for Flowstar. We feel that sales of Flowstar technology will continue to increase over the remaining three months of 2005 and through 2006. In an effort to boost DCR-related revenue beyond Canada we are negotiating with several parties expressing an interest in becoming distributors of Flowstar DCR-based technology within the United States and other energy producing nations.

In acquiring Flowstar and Flowray, we 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”), a British Virgin Islands corporation, Vasjar in turn owns 100% of the outstanding shares of Quadra Products International Inc. (“Quadra”) and Flowstar International, Inc. (formerly Penta Energy Products Inc.) (“Flowstar International”), both of which are Barbados corporations. (Pursuant to an agreement dated as effective 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 CDN$600,000 without interest. The promissory note is now an asset of Flowstar.

The acquisition of Vasjar was concluded on August 19^th, 2004. In consideration of the purchase of all the outstanding shares of Vasjar from two shareholder entities, we issued shares to the shareholders of Vasjar 50% each of the following:

Wescorp was not able to deliver free-trading shares on April 1, 2005, and so we were required to pay the Vasjar shareholders an additional 48,000 Wescorp shares for each month that the shares were not delivered, covering the months April through September 2005. These shares were delivered and accepted by the Vasjar shareholder on September 28, 2005.

If we fail to deliver any of the Stage 2 or 3 shares, Wescorp will be subject to a penalty of 10% additional shares to be issued to the Vasjar shareholders for each month of delay, with a cumulative provision. If any of the Wescorp shares to be issued to the Vasjar shareholders have not been delivered for a period of 182 days after the applicable due date, the Vasjar shareholders may at their option terminate the share purchase agreements, without notice or prior opportunity to cure. Wescorp has pledged to the Vasjar shareholders all the Vasjar shares as security to guarantee Wescorp’s performance under the share purchase agreements.

With the completion of the acquisition of Vasjar, the Company now owns all the proprietary technology originally owned by Flowray related to the DCR 900 system and other products. Quadra is planning to grant Flowstar International a license to use the technology and to manufacture, market and sell products derived from the technology, including the DCR 900 system, in all jurisdictions worldwide except Canada. Wescorp has become the parent company of Flowstar USA, which will hold the rights to manufacture, market and sell the DCR system in the United States. Flowstar's current worldwide license will be amended so that Flowstar will retain the rights to manufacture, market and sell the DCR system only in Canada.

B. Memorandum of Understanding to Form a Joint Venture with and 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 sublicense others to do the same in each territory.

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

The principle features of the MOU is to cancel the options to purchase licenses in Canada, the United States and Mexico and to replace it 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 8-K filed with The Securities Exchange Commission on Sept 28^th, 2004.

The Company has purchased an aggregate 659,000 shares of Ellycrack representing 13.15% 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. The MOU provides an option for the Company to increase its equity interest up to 20% via a combination of purchase and share swap. For further details see our 8-K filed with The Securities Exchange Commission on September 28^th, 2004. In the first quarter of 2005, Wescorp paid $75,000 for 97,000 additional shares of Ellycrack at five Kroners per share.

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 in a highly intensive cracking process which could be located directly at the oil field. By upgrading the oil in the field, it would allow oil companies to eliminate on-site storage tanks as well as the costly process of transporting the heavy oil great distances to an upgrader. The oil could be transported directly to a refinery for refining into ordinary petroleum products.

We have since made various improvements to core technology of the Ellycrack process in the third quarter of 2005 in order to optimize it for the pilot plant and subsequent commercial applications. As a result of those improvements, we have 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. To date, the company has hired a major engineering firm to prepare the design for a 50 to 200 barrel a day pilot plant utilizing the Ellycrack technology. The complete engineering and costing of the plant is in process, with the estimated completion to be in mid 2006. An engineer has been recently hired to act as project manager to oversee the Ellycrack operations.

At the time of this filing we are in the process of converting the above mentioned MOU into a formal joint venture agreement

Prior to the second quarter of operations in 2004 we had not generated any revenues from products, services or operations since the inception of our company. We are including herein a discussion of our plan of operation for the next 12 months for our revised business plan, which was initiated in late 2003.

In addition, though not required for regulatory purposes, we are also including some additional summary analysis and information regarding our financial condition, liquidity and capital resources. This analysis should be read jointly with the financial statements, related notes, and the cautionary statement regarding forward-looking statements, which appear elsewhere in this filing.

The Flowstar revenue from July 01, 2004 to June 30, 2005 of $2,350,475 is an indication that Flowstar will generate significantly higher operating revenues in the future that will enable it to operate profitably. Our overall future operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitability in all facets of our operations. There can be no assurances that we will be successful which would significantly affect our ability to roll out our revised business plan. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to meet our internal and external growth.

Over the past year, we have integrated the operations of Flowstar and Flowray into our corporate structure. We will be updating our business plan for the operations to capitalize on the competitive advantages of the DCR products in Canada. Over the next several months, Management will be drawing up a plan of action to manufacture and distribute the DCR products throughout North America and the rest of the world.

The Company has recently closed financing by way of convertible debentures for an aggregate amount of $1,552,319 and an additional $110,000 for which no debenture agreement has been signed. The debentures are secured by the assets of Flowstar and carry interest at the rate of 14% per annum with a due date of December 31, 2005. The debt is convertible into Units of the Company at a price of $0.90 per Unit. Each Unit purchased hereunder is comprised of One (1) common share of the Corporation (the "Common Share(s)") and One (1) Common Share purchase warrant (the "Warrant(s)") each of which may be exercised at any time up to December 31, 2006 as follows:

(a) if exercised on or before December 31, 2005 the holder of each Warrant shall be entitled to purchase one (1) Common Share for each Warrant held for $1.00 per Common Share; and

(b) thereafter until December 31, 2006 the holder of each Warrant shall be entitled to purchase one (1) Common Share for each Warrant held for $2.00 per Common Share.

Our operations have been funded to date by debt and equity financing. With the acquisition of Flowstar in 2004, we hope to achieve a positive operating cash flow in Flowstar in 2006. However, in the event that this does not occur, we will be relying on debt and equity financings as sources of funding in order to provide our Company with sufficient capital to continue our development and operational plans. There can be no assurance that the past trend will continue, which would significantly affect the financial condition of our Company and our ability to effectively implement the proposed business plan for Flowstar and Ellycrack.

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

Until the Flowstar operation becomes cash flow positive, Wescorp’s cash on hand is our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions. We hope to secure conventional bank financing (line of credit) for Flowstar in 2006.

We believe that, with the successful completion of our current convertible debenture financing, , our cash balances will be sufficient to carry our normal operations for the next month, before any cash requirements that may be needed for target investments or acquisitions (which would otherwise accelerate our need to raise additional cash). We are in the process of completing a Cdn.$500,000 private placement to assist us with our short term cash flow needs. To the extent that we require additional funds to support our operations or the expansion of our business, we may sell additional equity or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to our company or on acceptable terms.

We anticipate that the only major purchases of capital assets in the next 12 months will be the building of the Ellycrack Pilot Plant. However, there may be some purchases of office equipment and shop equipment for Flowstar. Also, Flowstar will be conducting some research and development in its ongoing program to maintain the competitive advantage of its products. Wescorp’s current corporate employee count has increased in the second quarter with the hiring of a full time corporate controller and the recent addition of our VP Investor Relations and Corporate Communications. Our CFO Terry Mereniuk has ceased to be a consultant to the Company in the third quarter and has now joined the Wescorp payroll, the terms of which are outlined within his employment agreement. (See Exhibit 2.1.20 below) We also executed and employment agreement with our CEO Doug Biles. (See Exhibit 2.1.19 below) Recently we have hired an engineer to oversee the Ellycrack project. There may be some services that Wescorp will contract out for, given the specialized nature of the businesses 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.

Revenues increased by about $59,000, or approximately 10.2% to almost $639,000 for the quarter ended September 30, 2005 from just over $579,000 for the quarter ended September 30, 2004. This increase can be attributed to a strengthening of the Canadian dollar, continued strong market acceptance of the DCR systems sold by Flowstar and increased marketing of the Flowstar products. The increase in revenue of $911,000 for the nine months ended September 30, 2005 to $1,691,000 from $779,000 for the nine months ended September 30, 2004 can be attributed to having only six months of revenue in 2004, as Flowstar was acquired on March 31, 2004 Results for 2004 are indicative of the marketing of a virtually new product in the DCR system and the initial reluctance of the industry to accept the product as a viable alternative to existing technology.

Third quarter 2005 revenue reflects the recovery of the oilfield servicing industry from the negative impact attributed to spring breakup in Alberta and the introduction of EUB Directive 17 which affected second quarter results. With the improved market conditions and the strengthening of the Canadian dollar Flowstar generated its highest revenue figures for a quarter since it was acquired by Wescorp.

As a percentage of revenues, cost of sales increased to 62.1% versus the 49.5% which was reflected in the results for the first six months of 2005. This increase is directly attributable to inventory adjustments required to reconcile the accounting records to the physical count taken at September 30, 2005 and the resulting downward inventory revaluation. Even with these adjustments there is still an improvement over the 70.3% cost of sales figures recorded in the third quarter of 2004. New controls have recently been implemented that will improve the Company’s ability to track inventory in its accounting records so that it will be able to maintain margins while increasing its market presence of the DCR systems.

Operating expenses for the three months ended September 30, 2005 show an increase of $136,000 versus the same period in 2004. Consulting fees for the current year’s three month period ended September 30, 2005 are approximately $37,000 less than those for 2004. In addition, legal and accounting costs decreased by just over $178,000. Last year’s figures for legal and accounting were adversely affected by legal fees incurred to defend the Baum litigation, as well as legal and other professional fees related to the acquisition of Vasjar, Flowstar and Flowray. Additional savings of about $101,000 were achieved in the area of advertising and investor relations. Some of these savings were derived by having the investor relations functions performed internally by an employee versus contracting out these services. A minor decrease of $14,000 relating to office expenses was also achieved.

The above decreases were offset by substantial increases in wages and benefits. Part of the increase in wages and benefits is due to hiring former consultants as employees. Additional staff were hired to fill the management positions of VP Investor Relations and Communications and corporate controller. In addition, the Company’s Chief Financial Officer and Chief Executive Officer are now being paid as employees versus consultants. The Company has also hired administration staff necessary to support the operations of Flowstar and enhance internal controls. Engineering of the Ellycrack pilot project was started in the current quarter resulting in costs of $168,000 being incurred. Travel expenses for the current quarter have risen by approximately $43,000 versus the same period last year as a direct result of the increased activity in the Ellycrack project and additional marketing of both Wescorp and Flowstar in international markets. Furthermore the Company incurred costs of about $35,000 for insurance and $4,000 for research and development in the current quarter which did not exist in last year’s figures.

The Company had a loss from other items of $294,000 for the three months ended September 30, 2005 compared to a loss of $102,000 for the same period in 2004. Most of this loss can be attributed to the $233,000 penalty for the late delivery of shares required to meet the provisions of the agreement relating to the acquisition of Vasjar. Interest incurred on the debentures in the amount of $59,000 was not in the prior year figures as these debentures have been issued in the current fiscal year. The 2004 figures reflect $72,000 in interest for amounts owing to shareholders and related parties for the three months ended September 30, 2004. With the extinguishment of this debt in the current fiscal year no further interest expense has been incurred on this debt.

We incurred a net operating loss for the three months ended September 30, 2005 of $827,000 compared to a net loss of $569,000 for the comparable period in 2004. Had the Company not incurred $233,000 penalty for the late delivery of shares it would have only shown a loss of $594,000 in the current quarter.

From inception, we have been dependent on investment capital and debt financing from our shareholders as our primary source of liquidity. To September 30, 2005, we have generated revenues from operations of $2,551,000 (comprised of $860,000 for the three quarters to December 31, 2004 and $1,691,000 for the first three quarters of 2005). We had an accumulated deficit at September 30, 2005 of $12,791,000.

During the third quarter of 2005, our cash position decreased to $260,000 from a June 30, 2005 balance of $1,003,000. This is an increase over the September 30, 2004 balance of $44,000. We had cash used in operations of $1,549,000 in the first nine months of fiscal 2005 compared to cash used in operations of $1,676,000 in the same period of fiscal 2004. We also had a net outflow of cash of $415,000 from investing activities in the first nine months of 2005, which consisted of cash used of $75,000 for the purchase of shares in Ellycrack as noted in the "Financing" section above (2004 - $108,000), the purchase of plant and equipment of $77,000 (2004 - $29,000), the issuance of a note receivable in the amount of $288,000, which was offset by the change in deposits of $25,000 (2004 - ($44,000)). The 2004 figures reflect net balances received of $15,000 from Flowstar and Flowray on the purchase of their shares. The net cash used in operating and investing activities was financed by $2,130,000 from financing activities, resulting in a net increase in our cash position for the nine month period of $209,000. The cash flow from financing activities is primarily a result of the issuance of some common stock net of shares issued for services in the amount of $575,000 and convertible debentures in the amount of $1,552,000 (see Part II, Item 2).

The Company had $5,661,000 in total liabilities at September 30, 2005 compared to $2,473,000 at the end of September 2004. Part of the increase can be attributed to additional trade payables and financing required to sustain the higher level of activity in the operations of Flowstar, resulting in an increase of approximately $611,000. In addition, $800,000 in debt was incurred as part of the purchase of Vasjar.

The note payable to the related shareholder also increased in value by approximately $222,000 versus September 2004 as a result of the US dollar weakening against the Canadian dollar and additional interest accruing on the loan until it was crystallized into equity. This amount is reflected as deposit equity on the balances sheet as these shares are yet to be issued by the Company.

The Company also obtained additional financing of $2,153,000 through the issue of $601,000 in share capital and an additional $1,552,000 in convertible debentures. New financing utilized to acquire automotive equipment during the nine month period was incurred in the amount of $55,000. There was a repayment of $8,000 on loans used to finance the vehicles acquired after September 30, 2004.

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, Wescorp's Chief Executive Officer and its Chief Financial Officer evaluated, with the participation of Wescorp management, the effectiveness of the Company's disclosure controls and procedures. Wescorp's Chief Executive Officer and Chief Financial Officer each concluded that the Company's disclosure controls and procedures were effective as required. There were several changes in the Company's internal controls over financial reporting that occurred during the Company's most recently filed quarter that increased the effectiveness of the Company's internal control over financial reporting.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act, is accumulated and communicated to our management, including our principal executive office and principal officer, as appropriate to allow timely decisions regarding required disclosure.

Shortly after year end, the Company settled a claim made by Advanced Systems Foundation (“ASI”) regarding ASI’s claim of entitlement to shares of Wescorp stock in settlement of unpaid debts from Sentry Telecom Systems, Inc., a former subsidiary of the Company. The settlement calls for ASI to receive a certificate for 592,826 Wescorp common stock shares with a fair market value of approximately $224,000.

The Company was successful in its lawsuit with Mr. Mark Baum. Wescorp 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 or if the Company will receive the court award and costs.

To the end of the third quarter of 2005, Wescorp has raised $1,552,319 on the issuance of a convertible debenture (the closing of which was on April 28) and $635,500 on the exercise of outstanding warrants. In addition, the loan from AHC Holdings Ltd. for Cdn $2,382,755 (US$1,924,681) was converted to shares of the company at $0.87 per share, resulting in the complete elimination of the loan. On September 28, 2005, the Company issued 768,000 shares to settle obligations pursuant to Stage One of the agreement reached on the acquisition of Vasjar Trading Ltd.

No matters were submitted to a vote of our security holders during the three months ended September 30, 2005.

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

March 21, 2005 reporting the converting of the AHC Holdings Loan to Company shares.

April 29, 2005 reporting the closing of the Convertible Debenture for total proceeds of $ 1,656,819.

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 10)^th day of November, 2005.

Delaware	98-044716
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

Title of each class	Name of each exchange on which registered
None	None

Consolidated Balance Sheets at September 30, 2005 and December 31, 2004	F-1

Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and the three and nine months ended September 30, 2004	F-2
	F-2

Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and the nine months ended September 30, 2004	F-3
	F-3

Notes to the Consolidated Financial Statements	F-4

		September 30,			December 31,
		2005			2004
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and equivalents	$	259,708		$	48,428
Cash trust accounts		-			1,970
Accounts receivable		585,444			622,657
Inventory		865,809			510,193
Prepaid expenses		57,982			14,706
Note receivable		287,616			-
TOTAL CURRENT ASSETS		2,056,559			1,197,954

PROPERTY AND EQUIPMENT, net		144,611			105,838

OTHER ASSETS
Investments		993,648			918,648
Technology		3,503,824			3,503,824
Goodwill		414,073			414,073
Deposits		14,132			39,273
TOTAL OTHER ASSETS		4,925,677			4,875,818


TOTAL ASSETS	$	7,126,847		$	6,179,610

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	958,826		$	914,628
Other liabilities		437,027			265,786
Due to directors		300,000			-
Note payable, related party, net of unamortized discount		-			1,979,593
Due to shareholders		-			44,836
Deposit equity		1,924,681			-
Convertible debentures		1,552,319			-
TOTAL CURRENT LIABILITIES		5,172,853			3,204,843

LONG-TERM LIABILITIES
Other liabilities		487,818			851,572
TOTAL LONG-TERM LIABILITIES		487,818			851,572

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' EQUITY
Preferred stock, 50,000,000 shares authorized, $0.0001
par value; no shares issued		-			-
Common stock, 250,000,000 shares authorized, $0.0001
par value; 37,365,186 and 35,017,615 shares
issued and outstanding, respectively		3,736			3,501
Additional paid-in capital		14,597,182			13,081,137
Subscription receivable		(62,272	)		-
Accumulated other comprehensive income (loss)		(281,062	)		(378,641	)
Accumulated deficit		(12,791,408	)		(10,582,802	)
TOTAL STOCKHOLDERS' EQUITY		1,466,176			2,123,195

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	7,126,847		$	6,179,610

		Three Months Ended September 30,						Nine Months Ended September 30,
		2005			2004			2005			2004
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

REVENUES	$	638,536		$	579,337		$	1,690,558		$	779,446

COST OF SALES		396,556			407,090			917,249			507,401

GROSS PROFIT		241,980			172,247			773,309			272,045

EXPENSES
Consulting		137,498			174,402			447,743			596,219
Advertising and investor relations		29,574			130,971			139,023			253,379
Legal and accounting		23,743			202,082			170,564			419,516
Wages and benefits		260,927			-			617,815			-
Office		54,355			68,491			178,843			132,296
Insurance		35,361			-			94,036			-
Travel		46,948			3,535			129,349			64,375
Engineering expenses		168,044			-			168,044			-
Depreciation		14,544			24,516			38,553			35,216
Research and development		4,392			-			49,243			-
Amortization of loan discount		-			35,273			-			81,916
TOTAL OPERATING EXPENSES		775,386			639,270			2,033,213			1,582,917

LOSS FROM OPERATIONS		(533,406	)		(467,023	)		(1,259,904	)		(1,310,872	)

OTHER INCOME (EXPENSES)
Interest and bank charges		(1,720	)		(3,420	)		(10,363	)		(3,468	)
Interest to shareholders and related parties		-			(71,513	)		-			(201,281	)
Interest on debentures		(58,660	)		-			(135,800	)		-
Financing costs		-			-			(192,468	)		-
Beneficial conversion interest		-			-			(380,000	)		-
Penalty for late delivery of shares		(233,280	)		-			(233,280	)		-
Interest income		-			4,042			3,209			4,042
Foreign currency transaction gain/(loss)		-			(25,313	)		-			(25,313	)
Gain/(loss) on sale of assets		-			(5,398	)		-			(5,398	)
TOTAL OTHER INCOME (EXPENSES)		(293,660	)		(101,602	)		(948,702	)		(231,418	)

LOSS BEFORE INCOME TAXES		(827,066	)		(568,625	)		(2,208,606	)		(1,542,290	)

INCOME TAXES		-			-			-			-

NET LOSS		(827,066	)		(568,625	)		(2,208,606	)		(1,542,290	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss)		29,560			192,861			97,578			182,092

COMPREHENSIVE LOSS	$	(797,506	)	$	(375,764	)	$	(2,111,028	)	$	(1,360,198	)

BASIC AND DILUTED NET LOSS PER SHARE	$	(0.02	)	$	(0.01	)	$	(0.06	)	$	(0.05	)

WEIGHTED AVERAGE NUMBER
COMMON SHARES OUTSTANDING
BASIC AND DILUTED		36,613,882			35,706,227			36,289,947			29,179,000

		September 30, 2005				December 31, 2004
				Accumulated				Accumulated
		Cost		Depreciation		Cost		Depreciation
Tools and Equipment	$	9,363	$	887	$	2,352	$	-
Furniture & Fixtures		12,489		5,134		11,447		3,309
Office Equipment		33,094		14,651		31,009		9,724
Automotive Equipment		129,329		45,164		78,734		24,280
Computer Hardware		34,728		13,044		21,705		6,359
Computer Software		11,666		7,178		8,097		4,026
Leasehold Improvements		748		748		748		556

Total		231,417	$	86,806		154,092	$	48,254

Less: accumulated depreciation		86,806				48,254

Total property, plant and equipment	$	144,611			$	105,838

		Weighted Average
	Number of Shares	Exercise Price
Outstanding at January 1, 2005	-	$ -
Granted	2,277,777	0.54
Exercised	-	-
Forfeited	-	-
Outstanding at September 30, 2005	2,277,777	0.54
Weighted average fair value of options granted in
2005		$ 0.54

	a)	the Company provides the holder with at least one months prior written notice (the "Notice Period") 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 US $1.35 per share.

	1.	Continue to improve, upgrade and expand our business infrastructure - In the third quarter of 2004 additional supply sources for our Flowstar products were identified and developed. A service network for Flowstar was completed with the successful launch of the first school to certify independent Certified Flowstar Service Technicians. We expanded our sales force by adding two new sales personnel in the third quarter of 2005 to promote the sale of Flowstar DCR technologies, and one new field technician to oversee on-site installation, servicing and training for those technologies. We received certification by the Kansas State Oil and Gas Conservation Commission in the third quarter of 2005 to allow us to sell DCR-based technologies within its jurisdiction representing our initial entry into the US market with Flowstar. As a result of these efforts and developments we are preparing a new strategic plan to promote Flowstar DCR-based technology sales. We are also negotiating with several parties who have expressed an interest in becoming distributors of Flowstar DCR-based technology within the United States and other energy producing nations.

	2.	Continue to hire, train and retain key management for our company and ensure any target company does the same - A corporate controller was hired late in March of 2005 and we hired an investor relations executive in June 2005. We recently also hired an engineer to become project manager for the Ellycrack venture.

	3.	Continue to advance the commercialization development programs for target companies so they become cash flow positive as soon as is practically possible – In the third quarter of 2004 the requirement for the construction of a pilot plant in Canada to take the Ellycrack project commercial was identified. This resulted in the signing of a Memorandum of Understanding to build such a plant in return for expanding the Company's interests from licenses in North America to a 50% ownership in a Joint Venture covering the entire world. We have since made various improvements to core technology of the Ellycrack process in the third quarter of 2005 in order to optimize it for the pilot plant and subsequent commercial applications. As a

		result of those improvements we have 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. To date, the company has hired a major engineering firm to prepare the design for a 50 to 200 barrel a day pilot plant utilizing the Ellycrack technology. The complete engineering and costing of the plant is in process, with the estimated completion to be in mid 2006.

	4.	Maintain adequate financial resources – As noted above in the nine months ended September 30, 2005 we undertook to raise over one million dollars through the issuance of a convertible debenture. This was successful, and the issuance was closed on April 28, 2005, resulting in the Company raising $1,552,319. We are currently in the process of completing a Cdn. $500,000 private placement which will provide additional financing for the Company.

(a)	an aggregate 2,400,000 shares of common stock of the Company on April 28, 2004; and

(b)	up to an aggregate 2,600,000 additional shares of common stock of the Company to be issued in stages as follows:

	Stage One. On or before April 1, 2005, Wescorp will issue from 480,000 to 600,000 additional shares based on sales achieved in the 2004 calendar year; the lower figure being if sales are less than $3,000,000, and the upper figure being if sales are more than $3,750,000. Shares are required to be registered at delivery.

	Stage Two. On or before April 1, 2006, Wescorp will issue from 800,000 to 1,000,000 additional shares based on sales achieved in the 2005 calendar year; the lower figure being if sales are less than $4,500,000 and the upper figure being if sales are more than $7,500,000. Shares are required to be registered at delivery; and

	Stage Three. On or before April 1, 2007, Wescorp will issue from 800,000 to 1,000,000 additional shares based on sales achieved in the 2006 calendar year; the lower figure being if sales are less than $6,000,000 and the upper figure being if sales are more than $11,250,000. Shares are required to be registered at delivery.

	Any Wescorp shares not earned in a particular calendar year because the sales did not achieve the upper sales target will be carried over and added to the shares to be issued in the next calendar year, subject to achievement of the next year’s escalating sales volumes.

	1.	Improvement of controls to ensure that information is processed in a more timely and efficient manner.

	2.	Retention of key management and staff with an emphasis on proper training and ongoing professional development to ensure we are up to date with the latest advancements that affect our target industries.

	3.	Identification of potential markets for current products and those under development to ensure we can optimize our revenues to generate profits and positive cash flows.

Exhibit
Number	Description

2.1.1*	Loan Agreement dated January 28, 2003 between the Company and AHC Holdings Ltd. Addendum to the Loan Agreement dated February 6, 2003 providing AHC a warrant to purchase 1,000,000 shares of the Company's common stock at $0.15 per share as a bonus for providing the Loan. (Incorporated by reference to Form 8-K filed April 28, 2003).




2.1.13*	Share Purchase Agreement dated as of January 14, 2004 between the Company and the Trustee of the Epitihia Trust. (Incorporated by reference to Form 8-K/A filed on May 12, 2004).
2.1.13*

2.1.14*	Share Purchase Agreement dated as of January 14, 2004 between the Company and the Trustee of the Abuelo Trust. (Incorporated by reference to Form 8-K/A filed on May 12, 2004).
2.1.14*

2.1.15*	Amending Agreement dated as of June 16, 2004 between the Company and the Trustee of the Epitihia Trust.

2.1.16*	Amending Agreement dated as of June 16, 2004 between the Company and the Trustee of the Abuelo Trust.

2.1.17*	Hypothecation Agreement dated as of July 6, 2004 between the Company, the Trustee of the Epitihia Trust and Yearwood & Boyce.
2.1.17*

2.1.18*	Hypothecation Agreement dated as of July 6, 2004 between the Company, the Trustee of the Abuelo Trust and Yearwood & Boyce.
2.1.18*

2.1.19	Employment Agreement of Douglas Biles

2.1.20	Employment Agreement of Terry Mereniuk

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
32.1

	WESCORP ENERGY INC.

Date: November 10, 2005	By:	/s/ Douglas Biles
		Douglas Biles, Chief Executive Officer and Director

	By:	/s/ Terry Mereniuk
		Terry Mereniuk, Chief Financial Officer and Director