8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2007 (September 16, 2007)

WESCORP ENERGY INC.
(Exact name of registrant as specified in its charter)

Deleware	000-30095	33-0921967
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

Suite 770, 435 - 4^th Avenue S.W., Calgary, Alberta, Canada T2P 3A8

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (780) 482-4200

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 5.02 below, and incorporated herein by reference, in connection with two employment agreements executed on September 16, 2007, Wescorp Energy Inc. (“Wescorp” or the “Corporation”) issued 1,000,000 shares of Wescorp restricted common stock to each of Messrs. Douglas Biles, the Corporation’s Chief Executive Officer, and Scott Shemwell, the Corporation’s Chief Operating Officer. These shares were issued in reliance upon the exemption from registration under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), as both Mr. Biles and Mr. Shemwell are considered “accredited investors” as defined in Rule 501 of the Securities Act. This issuance qualified for exemption from registration because (i) the securities were issued to accredited investors only; (ii) the Corporation did not engage in any general solicitation or advertising to market the securities; and (iii) each of Mr. Biles and Mr. Shemwell received “restricted securities.”

In addition, as described in Item 8.01 below, and incorporated herein by reference, in connection with a consulting agreement executed on September 19, 2007, Wescorp issued 100,000 shares of Wescorp restricted common stock to Mr. Cowper, a director of the Corporation. These shares were issued in reliance upon the exemption from registration under Regulation D of the Securities Act as Mr. Cowper is considered an “accredited investor” as defined in Rule 501 of the Securities Act. This issuance qualified for exemption from registration because (i) the securities were issued to an accredited investor only; (ii) the Corporation did not engage in any general solicitation or advertising to market the securities; and (iii) Mr. Biles received “restricted securities.”

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with Mr. Douglas E. Biles

On September 16, 2007, Wescorp Energy Inc. (“Wescorp” or the “Corporation”) entered into an employment agreement with Douglas E. Biles (the “Biles Employment Agreement”), effective September 1, 2007. Pursuant to the Biles Employment Agreement, Mr. Biles will continue to be employed as the Corporation’s Chief Executive Officer for a two-year period commencing on September 1, 2007 and ending on August 31, 2009. The Biles Employment Agreement shall automatically be extended for a further two-year period unless Mr. Biles or the Corporation serves written notice at least ninety days prior to the end of the original two-year period. Mr. Biles will be entitled to a gross annual salary of $180,000 or such other amount as shall from time to time be agreed upon between the parties.

In connection with the Biles Employment Agreement, the Corporation also agreed to execute a stock option agreement granting Mr. Biles 1,000,000 shares of Wescorp common stock, of which 334,000 shares vested immediately upon execution of the Biles Employment Agreement, and 333,000 shares will vest on the first and second anniversary dates of the Biles Employment Agreement. The exercise price of these options is $.46 per share, which was the closing market price of the shares on the Over The Counter Bulletin Board as of September 17, 2007. These options shall expire five years following the vesting date.

In the event Mr. Biles is terminated without cause or Wescorp serves notice to Mr. Biles that it does not wish to renew the Biles Employment Agreement, then Wescorp will pay Mr. Biles an amount equal to two times his highest annual base salary and bonus, if any, for the past three years of his employment with Wescorp. Wescorp further agreed to pay Mr. Biles an additional amount equal to two times his highest annual base salary for the past three years of his employment with Wescorp upon termination

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without cause or notice by Wescorp that it does not wish to renew the Biles Employment Agreement as compensation for the loss of opportunity to obtain additional stock options.

The foregoing description of the Biles Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 to this current report and is incorporated by reference into this current report.

Employment Agreement with Mr. Scott M. Shemwell

On September 16, 2007, Wescorp entered into an employment agreement with Scott M. Shemwell (the “Shemwell Employment Agreement”), effective September 1, 2007. Pursuant to the Shemwell Employment Agreement, Mr. Shemwell will continue to be employed as the Corporation’s Chief Operating Officer for a two-year period commencing on September 1, 2007 and ending on August 31, 2009. The Shemwell Employment Agreement shall automatically be extended for a further two-year period unless Mr. Shemwell or the Corporation serves written notice at least ninety days prior to the end of the original two-year period. Mr. Shemwell will be entitled to a gross annual salary of $144,000 per annum or such other amount as shall from time to time be agreed upon between the parties.

In connection with the Shemwell Employment Agreement, the Corporation also agreed to execute a stock option agreement granting Mr. Shemwell 1,000,000 shares of Wescorp common stock, of which 334,000 shares vested immediately upon execution of the Shemwell Employment Agreement, and 333,000 shares will vest on the first and second anniversary dates of the Shemwell Employment Agreement. The exercise price of these options is $.46 per share, which was the closing market price of the shares on the Over The Counter Bulletin Board as of September 17, 2007. These options shall expire five years following the vesting date.

In the event Mr. Shemwell is terminated without cause or Wescorp serves notice to Mr. Shemwell that it does not wish to renew the Shemwell Employment Agreement, then Wescorp will pay Mr. Shemwell an amount equal to two times his highest annual base salary and bonus, if any, for the past three years of his employment with Wescorp. Wescorp further agreed to pay Mr. Shemwell an additional amount equal to two times his highest annual base salary for the past three years of his employment with Wescorp upon termination without cause or notice by Wescorp that it does not wish to renew the Shemwell Employment Agreement as compensation for the loss of opportunity to obtain additional stock options.

The foregoing description of the Shemwell Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.2 to this current report and is incorporated by reference into this current report.

Item 8.01 Other Events.

Consultant Services Agreement with Mr. Steve Cowper

On September 19, 2007, Wescorp entered into a three-year consultant services agreement with Steve Cowper, a director of the Corporation (the “Cowper Agreement”), effective September 1, 2007. Pursuant to the Cowper Agreement, Mr. Cowper agreed to provide services to Wescorp as a consultant as instructed from time to time by Wescorp, primarily as a liaison and coordinator of business development (the “Services”), and will report to the Corporation’s Chief Executive Officer. Mr. Cowper shall provide the Services at a monthly rate of $8,500, including reimbursement for travel and associated costs. Upon execution of the Cowper Agreement, the Corporation agreed to issue 100,000 shares of

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Wescorp common stock, that vests immediately, and to include these restricted shares in a registration statement on Form S-8 at a time and manner to be determined by Wescorp. In addition, Mr. Cowper was granted an option to purchase 500,000 shares of Wescorp common stock. The exercise price of these options is $.45 per share, which was the closing market price of the shares on the Over The Counter Bulletin Board as of September 19, 2007. These options shall expire five years following the vesting date.

The foregoing description of the Cowper Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.3 to this current report and is incorporated by reference into this current report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Document
10.1	Employment Agreement between Wescorp Energy Inc. and Douglas Biles.
10.2	Employment Agreement between Wescorp Energy Inc. and Scott Shemwell.
10.3	Consultant Service Agreement between Wescorp Energy Inc., and Steve Cowper.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESCORP ENERGY INC.
September 20, 2007	By: /s/ Douglas Biles
	Douglas Biles
	President and Chief Executive Officer

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Exhibit Index

Exhibit No.	Document
10.1	Employment Agreement between Wescorp Energy Inc. and Douglas Biles.
10.2	Employment Agreement between Wescorp Energy Inc. and Scott Shemwell.
10.3	Consultant Service Agreement between Wescorp Energy Inc., and Steve Cowper.

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EX-10.1

 

EX-10.2

EX-10.3

CONSULTANT SERVICES AGREEMENT

THIS AGREEMENT made the 1st day of September, 2007

BY AND BETWEEN

Wescorp Energy Inc, hereinafter called “the COMPANY”

AND

Steve Cowper, hereinafter called "the CONSULTANT".

WITNESSETH as follows:

1.	SCOPE OF WORK
	1.1.	The CONSULTANT shall supply the services specified in Exhibit A and any other related services subsequently requested in writing by the COMPANY in Austin/Houston Texas, Calgary Alberta and Edmonton Alberta and at such other locations as the COMPANY and CONSULTANT mutually agree.
2.	CONDUCT OF WORK
	2.1.	The CONSULTANT shall provide personnel suitably qualified and experienced to perform the Services in a diligent skilful and workmanlike manner and in accordance with recognized industry practice.
	2.2.	The CONSULTANT shall represent the COMPANY as instructed by the COMPANY using recognized industry practice, and liaise and co-ordinate discussions and negotiations to the best interest of the COMPANY. The CONSULTANT shall report and refer all decision making to the COMPANY and where appropriate make recommendation to assist the COMPANY in the making of such decisions.
	2.3.	The CONSULTANT shall fully co-operate with other contractors or sub- contractors utilized by the COMPANY.
	2.4.	The COMPANY shall have the right of access to and inspection of all Services hereunder at all reasonable hours and wherever performed.
3.	INDEPENDENT CONTRACTOR

3.1. The CONSULTANT shall supply the Services as an independent contractor and not as agent or employee of the COMPANY.

4.	REPORTING
	4.1.	The CONSULTANT shall report to the COMPANY representative who shall be the COMPANY President unless another person is nominated in writing by the COMPANY.
5.	COMPENSATION
	5.1.	The COMPANY will pay the CONSULTANT for the Services as detailed in Exhibit A in accordance with the schedule under Exhibit B. Unless otherwise stated in Exhibit B, all amounts will be payable ten (10) days after invoiced.
6.	CONTRACT DURATION
	6.1.	This Agreement shall commence as specified in Exhibit A and may be terminated for any reason by the COMPANY or the CONSULTANT giving notice to the other party under Exhibit A
7.	ASSIGNMENT
	7.1.	Neither Party may transfer, sub-contract or assign this Agreement without the prior written consent of the other Party. Such consent shall not unreasonably be withheld.
8.	LIABILITY
	8.1.	The CONSULTANT shall protect, defend, indemnify and save the COMPANY harmless from and against all claims, demands and causes of action of every kind and character whatsoever, arising out of or in connection with the death, bodily injury, or loss or damage to the property of the CONSULTANT's agents or invitees.
	8.2.	The COMPANY shall protect, defend and indemnify and save the CONSULTANT harmless from and against all claims, demands and causes of action of every kind and character whatsoever, arising out of or in connection with the death, bodily injury, or loss or damage to the property of the COMPANY or any of its other contractors, employees, agents or invitees.
	8.3.	The COMPANY shall protect, defend, indemnify and save the CONSULTANT harmless from and against all claims, demands and causes

of action of every kind and character whatsoever, arising out of or in connection with the death, bodily injury, or loss or damage to the property of any third party (other than those mentioned in Clause 8.2 arising out of or in connection with the acts, defaults or omissions of the COMPANY unless caused by the Gross Negligence of the CONSULTANT.

9.	SAFETY OBLIGATIONS
	9.1.	The CONSULTANT shall reasonably comply with all the COMPANY safety procedures supplied to the CONSULTANT by the COMPANY.
	9.2.	The CONSULTANT shall be responsible for complying with all relevant safety laws and regulations and for taking reasonable safety precautions related to or arising out of the performance of the Agreement.
	9.3.	The COMPANY shall obtain all licenses, permits, temporary permits and authorizations required under any applicable laws, rules and regulations for the performance of the Services required.
10.	INTERPRETATION AND VENUE

10.1. This Agreement shall be construed and interpreted in accordance with the laws of Alberta, Canada and the parties hereto hereby submit to the exclusive jurisdiction of the Courts of the Province of Alberta Canada.

11.		ENTIRE AGREEMENT AND AMENDMENTS
	11.1.	This Agreement and attached Exhibits hereto and any other attached addenda initialed by the parties constitute the entire Agreement between the CONSULTANT and the COMPANY; no prior written or oral representations shall be binding, unless expressly referring to this Agreement and all amendments shall be in writing.

12.	RESERVATIONS OF RIGHTS
	12.1.	Failure by either party hereto at any time or from time to time to enforce or demand the performance of or adherence to any of the terms of this Agreement shall not constitute a waiver of any of that party's rights under this Agreement.
13.	NOTICES
	13.1.	All notices and other communications required by this Agreement shall be in writing and shall be sent by prepaid mail or by facsimile or

by receipted e-mail followed by formal executed notice to the CONSULTANT or the COMPANY at the relevant address shown below. Any such notice or other communication shall be deemed to have been received by the addressee five working days following the date of it’s dispatch or, if given by hand or by facsimile or by receipted e-mail, simultaneously with its delivery or transmission. To prove the giving of a notice or other communication it shall be sufficient to show that it was dispatched.

CONSULTANT

Steve Cowper
108 Lake Hills Dr.
Austin, TX 78733
United States

Fax:
e-mail:                scowper@ mindspring.com

COMPANY

Wescorp Energy Inc
Suite 770, 435 – 4^th Ave. SW
Calgary, Alberta
Canada T2P 3A8

Fax                        1 403 206 3993
e-mail:                   notice@wescorpenergy.com

14.	FORCE MAJEURE
	14.1.	No failure or omission by either party to carry out or observe any of the stipulations, conditions or obligations to be performed hereund3er shall, except as herein expressly agreed to the contrary, give rise to any claim against such party or be deemed to be a breach of contract; if any such failure or omission arises from a cause reasonably beyond the control of such party.

15.	CONFIDENTIAL INFORMATION
	15.1.	All information such as, but not limited to, correspondence, patents, drawings, processes, product prices, costs, research, technical manufacturing or commercial activities, maps, logs, records, data, photographs or reports furnished to the CONSULTANT by the COMPANY or obtained by the CONSULTANT as a result of the Services performed by CONSULTANT for

COMPANY, or extrapolated from any or all of the foregoing shall be treated by the CONSULTANT as confidential information and the confidential property of the COMPANY.

16.	DISCLOSURE OF INFORMATION
	16.1.	The CONSULTANT shall not disclose at any time during the term of this Agreement or for a period of two (2) years from the date of termination of this Agreement, any confidential Information as referred to under Clause 16, or information regarding the COMPANY's operations, or regarding the Services, to any other legal entity, organization or individual without the prior written consent of the COMPANY. Such consent shall not be unreasonably withheld. The CONSULTANT shall have no contact with the media, the press or any trade or professional publication of any nature without the prior written consent of the COMPANY. Such consent shall not be unreasonably withheld.

17.	CONFLICT OF INTEREST
	17.1.	The CONSULTANT shall not pay any fee, commission, rebate or anything of value to or for the benefit of any employee of the COMPANY, nor will the CONSULTANT do business with any company knowing the results might directly benefit an employee of the COMPANY

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.

THE CONSULTANT      /s/ Steve Cowper                                                        

THE COMPANY:      /s/Doug Biles                                   
September 16, 2007

EXHIBIT A

SERVICES

This Agreement shall commence as of1st of September, 2007,and continue for a period of three (3) years.

The CONSULTANT shall assume full responsibility subject to Clauses 2.2 and 4.1 hereof for the performance, completion, competence and provision of the Services necessary to complete the following activities :

As directed by the COMPANY Representative.

EXHIBIT B

SCHEDULE OF PAYMENTS

The following Schedule of Payments is in United States Dollars, unless specifically noted, and represents the total amount payable to the CONSULTANT for the complete performance of the Services as described in Exhibit A.

The CONSULTANT shall provide the Services at a rate as stipulated in the table below:

Per calendar month $ 8,500.00

Travel (Air) At Documented Cost.

Travel (Automobile) $ 0.42 / mile.

Living Expenses At Documented Cost.
(Outside of Austin, Texas)

100,000 shares of restricted COMPANY stock. Stockto be included in a S8 Registration at a time and in a manner to be determined by COMPANY. Stock shall be issued within 30 days following the execution of this Agreement..

Option to purchase 500,000 shares of COMPANY stock for the closing stock price on the date of this contract. The option shall vest as follows: 125,000 shares upon execution of this Agreement, 125,000 shares upon the first anniversary of execution of this Agreement, 125,000 shares upon the second anniversary of execution of this Agreement and 125,000 shares upon the third anniversary of execution of this Agreement. Option to expire 5 years from date of vesting.

The above rates include, without limitation, the following:

- corporate support, and other overheads, as appropriate

- salaries

- wages

- bonus and incentive payments

- holidays with pay

- sick pay

- redundancy and notice/severance settlements pensions

- overtime

- welfare facilities

- all taxes, profit and overheads