10-Q 1 form10q.htm QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2008 Filed by sedaredgar.com - Wescorp Energy, Inc. - Form 10-Q

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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2008

Commission File Number 000-30095

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

Delaware 98-0447716
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

Suite 770, 435 – 4th Avenue South West, Calgary, Alberta T2P 3A8
(Address of principal executive offices) (Zip Code)

(403) 206 - 3990
Registrant's telephone number, including area code

N/A
(Former name, former address and former year, if changed since last report)

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 [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   [   ] Accelerated filer                   [   ]
Non-accelerated filer     [   ] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

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

As of August 12, 2008 the Registrant had 77,963,223 shares outstanding of its $0.0001 par value common stock.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

  • THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE “FORWARD- LOOKING STATEMENTS” (COLLECTIVELY, “FORWARD-LOOKING STATEMENTS”). FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS – INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY REPORT AND OF OUR ANNUAL REPORT ON FORM 10-KSB FOR 2007. AMONG THOSE RISKS AND UNCERTAINTIES ARE THE FOLLOWING RISKS:
  • THAT OUR FLOWSTAR DCR TECHNOLOGY MAY NOT REMAIN COMPETITIVE WITHIN OUR CURRENT MARKETS OR THAT WE MAY NOT BE ABLE TO GENERATE SUFFICIENT REVENUE FROM THE TECHNOLOGY TO BECOME PROFITABLE WITHIN THAT DIVISION;
  • WE MAY NOT BE ABLE TO SUCCESSFULLY DELIVER FREE-TRADING SHARES TO COMPLETE THE PURCHASE OF THE FLOWSTAR TECHNOLOGY;
  • THE ELLYCRACK TECHNOLOGY MAY NOT BE TECHNICALLY EFFECTIVE OR COST EFFECTIVE IN THE MARKETS TARGETED BY MANAGEMENT; THAT WE MAY NOT BE ABLE TO ADEQUATLEY PROTECT OUR INTELLECTURAL PROPERTY;
  • OUR WATER REMEDIATION TECHNOLOGY MAY NOT RECEIVE SUFFICIENT MARKET DEMAND OR BE COMMERCIALLY SUCCESSFUL;
  • OUR WESCORP NAVIGATOR MAY NOT HAVE ADEQUATE DEMAND OR BE PROFITABLE;
  • WE WILL NOT SUCCESSFULLY IDENTIFY OR COMPLETE ANY OTHER SUITABLE ACQUISITIONS;
  • OUR PRIMARY CUSTOMERS ARE ENERGY-RELATED, WHICH TEND TO BE CYCLICAL AND THEREFORE ANY DOWNTURNS IN THIS CYCLICAL INDUSTRY COULD ADVERSELY AFFECT OPERATIONS;
  • THE ENERGY-RELATED INDUSTRY THAT WE SERVICE IS HEAVILY REGULATED (INCLUDING CO2 RELATED ISSUES) AND THE COSTS ASSOCIATED WITH SUCH REGULATED INDUSTRIES INCREASE THE COSTS OF DOING BUSINESS;
  • MANAGEMENT IS ADEQUATE TO INTEGRATE ANY BUSINESSES ACQUIRED;
  • MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND TO MANAGE ITS GROWTH EFFECTIVELY AND EFFICIENTLY;
  • MANAGEMENT WILL BE ABLE TO EFFECTIVELY DEAL WITH CURRENT AND FUTURE COMPETITIVE FORCES IN THE MARKET;
  • THERE WILL BE ADEQUATE CAPITAL TO FUND OUR BUSINESS;
  • WE MANAGE ANY FOREIGN EXCHANGE RISK ADEQUATELY;
  • WE COULD FACE SIGNIFICANT LIABILITIES IN CONNECTION WITH OUR TECHNOLOGY AND OPERATIONS THAT, IF INCURRED BEYOND ANY INSURANCE LIMITS, COULD ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL CONDITION;
  • OUR NEED FOR ADDITIONAL CAPITAL MAY HARM OUR FINANCIAL CONDITION OR LIMIT OUR ABILITY TO FUND ACQUISITIONS; AND
  • IF ACQUISITIONS ARE COMPLETED, THEY MAY BE UNSUCCESSFUL FOR TECHNICAL, ECONOMIC, OR OTHER REASONS.

2


CURRENCIES

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

PART I - FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

Index  
   
Consolidated Balance Sheets at June 30, 2008 (Unaudited) and December 31, 2007 F-1
   
Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2008 and 2007 (Unaudited) F-2
   
Consolidated Statement of Stockholders' Equity (Deficit) for the three and six months ended June 30, 2008 (Unaudited) F-3
   
Consolidated Statements of Cash Flows for the three and six months ended June 30, 2008 and 2007 (Unaudited) F-4
   
Notes to the Consolidated Financial Statements (Unaudited) F-5
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 4
   
Item 4T. Controls and Procedures 18
   
Part II. OTHER INFORMATION 18
   
Item 6. Exhibits 19
   
SIGNATURES 21
   
EXHIBITS 22

3


WESCORP ENERGY INC.
CONSOLIDATED BALANCE SHEETS

    June 30,     December 31,  
    2008     2007  
    (Unaudited)        
ASSETS            
         CURRENT ASSETS            
                     Cash $  233,440   $  455,872  
                     Accounts receivable, net of allowance for doubtful            
                           accounts of $22,617 and $20,109, respectively   504,217     700,316  
                     Inventories   778,774     754,412  
                     Short-term investment   -     1,472,223  
                     Prepaid expenses   271,473     274,793  
                                 TOTAL CURRENT ASSETS   1,787,904     3,657,616  
             
         EQUIPMENT, net   786,598     861,136  
             
         OTHER ASSETS            
                     Investments   567,778     568,425  
                     Other receivables   82,397     84,940  
                                 TOTAL OTHER ASSETS   650,175     653,365  
             
                     TOTAL ASSETS $  3,224,677   $  5,172,117  
             
LIABILITIES AND STOCKHOLDERS' DEFICIT            
         CURRENT LIABILITIES            
                     Accounts payable and accrued liabilities $  3,552,373   $  2,214,392  
                     Current portion of notes payable   1,406,581     1,086,670  
                     Agreement payable   312,000     352,000  
                     Due to related parties   1,101,315     951,370  
                     Related party note payable   1,924,681     1,924,681  
                     Debentures payable   858,032     400,700  
                                 TOTAL CURRENT LIABILITIES   9,154,982     6,929,813  
             
         NOTES PAYABLE, net of current portion   634,902     1,229,212  
             
         CONVERTIBLE DEBENTURES   2,250,000     2,250,000  
             
         STOCKHOLDERS' DEFICIT            
                     Preferred stock, 50,000,000 shares authorized, $0.0001            
                                 par value; no shares issued            
                     Common stock, 250,000,000 shares authorized, $0.0001            
                                 par value; 77,863,223 and 75,238,223 shares            
                                 issued and outstanding, respectively   7,784     7,521  
                     Additional paid-in capital   33,967,327     32,388,025  
                     Deferred compensation   (66,016 )   (98,301 )
                     Private placement and subscriptions   -     1,250,000  
                     Subscription receivable   (22,500 )   (22,500 )
                     Shares issuable   206,299     221,889  
                     Accumulated other comprehensive income (loss)   36,974     (104,809 )
                     Accumulated deficit   (42,945,075 )   (38,878,733 )
    (8,815,207 )   (5,236,908 )
             
                     TOTAL LIABILITIES AND            
                                 STOCKHOLDERS' EQUITY $  3,224,677   $  5,172,117  

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

F-1


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

    Three Months Ended June 30,     Six Months Ended June 30,  
    2008     2007     2008     2007  
                         
REVENUES $  753,544   $  493,622   $  1,679,179   $  1,311,604  
                         
COST OF SALES   400,525     300,873     894,846     728,528  
                         
GROSS PROFIT   353,019     192,749     784,333     583,076  
                         
EXPENSES                        
         Wages and benefits   655,713     435,942     1,301,227     866,320  
         Wages stock based   143,000     37,200     157,600     137,600  
         Consulting   105,101     318,206     267,972     557,895  
         Research and development   480,089     98,394     523,690     266,679  
         Amortization of technology   -     129,161     -     258,323  
         Office   175,475     120,787     359,600     214,395  
         Advertising and investor relations   73,119     132,335     315,225     187,886  
         Travel   100,767     95,634     234,187     176,405  
         Legal and accounting   174,832     75,639     266,276     175,352  
         Insurance   33,924     31,120     71,550     65,305  
         Depreciation and amortization   73,288     23,666     145,606     46,320  
         Interest, finance and bank charges   271,721     62,286     405,073     81,423  
         Directors fees   18,434     22,244     38,776     39,732  
         Interest accreted on financial instruments   147,305     -     297,922     -  
                     TOTAL OPERATING EXPENSES   2,452,768     1,582,614     4,384,704     3,073,635  
                         
LOSS FROM OPERATIONS   (2,099,749 )   (1,389,865 )   (3,600,371 )   (2,490,559 )
                         
OTHER INCOME (EXPENSE)                        
         Penalty for late delivery of shares   (272,790 )   (121,808 )   (513,304 )   (739,480 )
         Registration rights payment   -     (424,839 )   -     (424,839 )
         Foreign currency translation gain (loss)   16,200     (17,194 )   (38,799 )   (21,275 )
         Interest and other income   22,229     5,791     47,369     7,647  
         Gain on disposal of investment   -     -     37,838     -  
         Gain on disposition of assets   -     -     925     -  
                       TOTAL OTHER EXPENSE   (234,361 )   (558,050 )   (465,971 )   (1,177,947 )
                         
NET LOSS $ (2,334,110 ) $ (1,947,915 ) $ (4,066,342 ) $ (3,668,506 )
                         
OTHER COMPREHENSIVE INCOME (LOSS)                        
         Foreign currency translation gain (loss)   (5,401 )   203,016     101,783     47,532  
         Unrealized gain on adjustment of agreement payable to fair market                        
         value   24,000     -     40,000     -  
         Unrealized loss on available-for-sale investments   -     (259,204 )   -     (926,247 )
    18,599     (56,188 )   141,783     (878,715 )
                         
COMPREHENSIVE LOSS $ (2,315,511 ) $ (2,004,103 ) $ (3,924,559 ) $ (4,547,221 )
                         
BASIC AND DILUTED NET LOSS PER SHARE $  (0.03 ) $  (0.04 ) $  (0.05 ) $  (0.07 )
                         
WEIGHTED AVERAGE NUMBER COMMON SHARES                        
         OUTSTANDING - BASIC AND DILUTED   77,863,223     54,048,270     77,603,607     52,788,687  

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

F-2


WESCORP ENERGY INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                        Funds           Accumulated     Total  
    Common Stock                             Received           Other     Stockholders'  
    Number           Additional     Deferred     Shares     Subscription     for Private     Accumulated     Comprehensive     Equity  
    of Shares     Amount     Paid-in Capital     Compensation     Issuable     Receivable     Placements     Deficit     Income (Loss)     (Deficit)  
                                                             
Balance, December 31, 2007   75,238,223   $  7,521   $  32,388,025   $  (98,301 ) $  221,889   $  (22,500 ) $  1,250,000   $  (38,878,733 ) $  (104,809 ) $  (5,236,908 )
     Common stock issued for private placement at $0.50 per unit   2,500,000     250     1,249,750     -     -     -     (1,250,000 )   -     -     -  
     Fair value of common stock issued for financing fees   125,000     13     62,487     -     (62,500 )   -     -     -     -     -  
     Amortization of deferred share compensation   -     -     -     32,285     -     -     -     -     -     32,285  
     Foreign currency translation gain   -     -     -     -     -     -     -     -     101,783     101,783  
     Unrealized gain on adjustment of agreement payable to fair                                                            
         market value   -     -     -     -     -     -     -     -     40,000     40,000  
     Stock-based compensation   -     -     157,600     -     -     -     -     -     -     157,600  
     Proceeds received from exercise of warrants prior to issuance   -     -     -     -     46,910     -     -     -     -     46,910  
     Fair value of warrants attached to debt issued in January 2008   -     -     12,500     -     -     -     -     -     -     12,500  
     Fair value of warrants attached to debt issued in May 2008   -     -     96,965     -     -     -     -     -     -     96,965  
     Net loss   -     -     -     -     -     -     -     (4,066,342 )   -     (4,066,342 )
Balance, June 30, 2008 (Unaudited)   77,863,223   $  7,784   $  33,967,327   $  (66,016 ) $  206,299   $  (22,500 ) $  -   $  (42,945,075 ) $  36,974   $  (8,815,207 )

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

F-3


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

    Six Months Ended June 30,  
    2008     2007  
CASH FLOWS FROM OPERATING ACTIVITIES:            
   Net loss $  (4,066,342 ) $  (3,668,506 )
   Adjustments to reconcile net loss            
     to net cash used in operating activities:            
             Depreciation and amortization   145,606     46,320  
             Amortization of technology   -     258,323  
             Stock-based compensation   157,600     137,600  
             Fair value of common stock issued to pay penalty for late filing of            
             registration statement   -     424,839  
             Fair value of common stock and warrants issued for services   -     47,988  
             Interest accreted on financial instruments   297,922     -  
             Gain on disposition of assets   (925 )   -  
             Gain on disposal of investment   (37,838 )   -  
             Amortization of deferred share compensation   32,285     -  
             Changes in operating assets and liabilities:            
               Restricted cash   -     171,000  
               Accounts receivable   196,099     414,884  
               Inventories   (24,362 )   (67,612 )
               Prepaid expenses   3,320     149,716  
               Accounts payable and accrued liabilities   1,437,981     754,369  
             Net cash from (used in) investing activities   (1,858,654 )   (1,331,079 )
CASH FLOWS FROM INVESTING ACTIVITIES:            
             Decrease (increase) in short-term investment   1,472,223     (1,322,367 )
             Purchase of equipment   (89,065 )   (10,986 )
             Proceeds from disposition of investment   38,485     -  
             Proceeds from disposition of assets   18,925     -  
             Cash invested in other receivables   -     (28,297 )
             Net cash used in investing activities   1,440,568     (1,361,650 )
CASH FLOWS FROM FINANCING ACTIVITIES:            
             Payments on notes payable   (1,391,342 )   (8,940 )
             Proceeds from notes payable   915,157     319,736  
             Proceeds from debentures payable   460,000     2,250,000  
             Increase in amounts due to related parties   149,945     156,886  
             Proceeds received from exercise of warrants prior to issuing shares   46,910     133,387  
             Proceeds from subscriptions receivable   -     85,000  
             Proceeds from issuance of common stock   -     50,000  
             Private placement issuance costs   -     (13,008 )
             Net cash provided by financing activities   180,670     2,973,061  
Effect of exchange rates   14,984     40,625  
Net increase (decrease) in cash   (222,432 )   320,957  
Cash, beginning of period   455,872     499,233  
Cash, end of period $  233,440   $  820,190  
SUPPLEMENTAL CASH FLOW DISCLOSURES:            
   Cash paid for:            
       Interest $  125,041   $  36,581  
       Income taxes $  -   $  -  

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

F-4



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

NOTE 1 – BASIS OF PRESENTATION

These unaudited interim consolidated financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited consolidated financial statements for the year ended December 31, 2007, included in the Company’s Form 10-KSB and filed with the Securities and Exchange Commission. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements included in the Form 10-KSB. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

NOTE 2 – NOTES PAYABLE

During the six months ended June 30, 2008, the Company received $859,328 in exchange for notes payable which bear interest at 10%, are unsecured and due on demand. In addition, during the six months ended June 30, 2008 the Company received $55,829 in exchange for a note payable which does not bear any interest, is unsecured and is due on demand which relates to the working capital adjustment pursuant to the acquisition of assets from FEP on December 17, 2007.

NOTE 3 – CONTINGENCY

On April 1, 2007, the Company was not able to deliver free-trading shares called for under Tranche 2, Stage Three, and thus the Company is required to pay the former Vasjar shareholders an additional 80,000 Wescorp common shares of the Company, compounded monthly, for each month that the shares are not delivered and will incur a charge to operations for the fair value of these common shares. The aggregate penalty shares under this stage resulted in a charge to operations of $513,304 for the six months ended June 30, 2008 ($739,480 for the six months ended June 30, 2007), based on the fair value of the shares. Through August 2008, the Company had recorded an aggregate charge to operations of $1,427,174 to issue an additional 3,243,576 common shares as the free-trading shares associated with Stage Three have not been issued.

If any of the common shares of the Company to be issued to the former Vasjar shareholders have not been delivered for a period of 182 days after the applicable due date, the former Vasjar shareholders may at their option terminate the share purchase agreements. The former Vasjar shareholders did not exercise these rights, and they received all of the penalty shares that accrued until this obligation had been met under both Stage One and Stage Two. The Company is currently negotiating with the former Vasjar shareholders with respect to its failure to satisfy the obligations that have arisen with respect to Stage Three. In addition, the Company pledged to the former Vasjar shareholders all the Vasjar shares as security to guarantee Wescorp’s performance under the share purchase agreements.

The balance of the fair value of the 800,000 shares relating to Tranche 2, Stage Three is $316,000 and has been included in current liabilities.

F-5


ITEM 2.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

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

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

Overview

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

In short, our goal is to generate enhanced capital appreciation for our shareholders by continuing to acquire, develop, and commercialize timely effective product solutions or strategic investment opportunities for energy-related applications that generate real returns with above-average cash flow and margins. To this end, we currently have investments in five projects, including: (i) our subsidiary, Flowstar; (ii) our joint venture with Ellycrack; (iii) our Wescorp Navigator; (iv) our subsidiary Total Fluid Solutions Inc. (“Total Fluid”); and (v) our subsidiary Raider Chemical Corporation (“Raider”).

Company Background

In 2004 and 2005, the Company recorded its first operating revenue from the acquired operating businesses of Flowstar Technologies Inc. (“Flowstar”), Flowray and their affiliated companies. Flowstar produces advanced natural gas and gas liquids measurement devices based on a proprietary Digital Chart Recorder (DCR) and advanced turbine measurement technology. Flowstar DCR-based devices are self-contained, energy-efficient flow computers with turndown ratios of 40:1 or more for more precise flow measurements and volume calculations that are installed directly to the well-head. Currently, these products carry a one-year warranty and have no right of return. There is no price protection plan in place.

On September 11, 2007, we effectively completed an Agreement and Plan of Merger (the “Merger Agreement”) with Strategic Decisions Sciences USA Inc. (“SDS”) and Scott Shemwell, who was the sole shareholder of SDS and who is our current Chief Operating Officer. The transaction was structured as a merger of SDS into Wescorp in accordance with the applicable provisions of the Delaware General Corporation Law (the “Merger”), with Wescorp remaining as the surviving entity following the Merger. The technology developed by SDS is operating as Wescorp Navigator, a division of Wescorp. It is a Houston-based engineering business focused on providing process-driven consulting services to help oil and gas operators improve the management, economics and environmental performance of field operations. As part of our acquisition of SDS, we acquired its NAVIGATOR Process Management Solution, a collaborative solution that manages the interactions of people, processes and equipment in complex oil and gas field operations. We believe that the Wescorp NAVIGATOR offers powerful, integrated, field operations capability that we intend to use to drive the development, commercialization and management of our client offerings. We also intend to make the Wescorp NAVIGATOR available to our clients to manage field complexities, especially in the areas of oil and gas flow measurement and metering, environmental remediation and compliance, enhanced oil recovery, unconventional oil and gas production, and field intelligence, including radio frequency identification (“RFID”) tagging and implementation.

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

  a.

Total Fluid – Our wholly-owned subsidiary, Total Fluid Solutions, uses a proprietary, environmentally friendly, patented aeration process to remove hydrocarbons and solids from oilfield water,. This process reduces the hydrocarbon content from the conventional 5,000 to 30,000 parts per million range to less than 50 parts per million.

     
 

We intend to use this technology independently or in conjunction with other water remediation technologies in order to address the critical water issues facing the oil and gas industry today.

     
 

Currently our Total Fluid field testing unit is in full production at our industry sponsored production facilities, involving 120 oil and gas wells. So far this quarter, we have maintained over 90% uptime, with minimal interruptions. Our operational data has provided valuable data to our industry sponsors, allowing them to in turn to recommend technical improvements to our equipment, resulting in savings in operating costs. Since the beginning of Q2, we have demonstrated our unit to over 50 investors, clients, industry experts, and government officials. We believe that all indications are that our technology is sound and that the market opportunity is vast. We continue to work with the University of Calgary and the Canadian Environmental Technology Advancement Corporation on proving scalability and validating the technology’s use in other areas of applications.

     
 

We have filed a provisional process patent application for additional technology which we have developed in this area. We also own all of the intellectual property rights for a solids-oil separation technology that is not patented, but is held as a trade secret. With these technologies, we hope to be able to remediate two of the main contaminates (solids, hydrocarbon) in oilfield water as the result of exploration for, and production of, oil and gas. The technology to remove solids from the oilfield water uses a proprietary, environmentally friendly, chemical process to separate drilling solids from the water and hydrocarbon mixtures, which are found in the water as a result of drilling the wells. The solids are cleaned to a standard that allows them to be used in construction. The third technology, to remove salt from the oilfield water, uses a low-energy process of flash distillation to separate the salts from the water.

     
  b.

Raider – Our wholly-owned subsidiary, Raider Chemical Corporation, designs and manufactures specialized chemicals used in the cementing and stimulation services area, within the oil and gas industry. Raider is currently making sales in Canada and is also evaluating expanding into the US.

Our sources of revenue now include (a) continued revenues from our subsidiary, Flowstar; and (b) revenues from our subsidiary, Raider (which also did not exist in the second quarter of 2007). We also have had an initial contract for a study by our Wescorp Navigator division, and we are working to develop additional revenue from this division.

Results for 2007 and the first six months of 2008 were not as strong as anticipated due to the downturn in Canadian gas drilling and exploration. Performance for Flowstar during the first half of 2008 was below average. Wescorp Navigator is a new business with strong potential for the future, but it may take some time for the sales to ramp up. The Raider division has shown encouraging sales considering the drilling market has been slow. Management hopes to complete the field testing of the Total Fluid unit in the third quarter. We have signed our first sales order for one unit to be installed prior to year-end with options for up to an additional two hundred and fifty-five units over the next five years. Until then, there will be no revenue from the Total Fluid operations. Overall, the Company as a whole has yet to reach profitability and during the second quarter ended June 30, 2008, we experienced negative cash flows. If we continue to experience negative cash flows, then we will have to continue to fund our operations by the issuance of new equity and/or the assumption of debt. There can be no assurances that we will be successful in these regards, which would significantly affect our ability to execute our business plan.

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Although we are optimistic regarding our future operations based on our projected sales for the last two quarters of 2008, cash will be required to fund the manufacture of sufficient inventory, to finance the build up of trade accounts receivable, and to fund the startup of our water remediation technologies. Consequently, forecasting our total cash requirement is difficult at this time due to the contingent nature of the timing and volume of sales we expect over that same period. In the near future, we intend to raise additional capital by selling new equity, or incurring short-term debt, to finance the following:

  • The continued expansion of Flowstar operations within our current markets and into the United States;
  • The continuing development, pilot plant fabrication and field-testing of the Ellycrack technology (see below);
  • The business development and expansion of the newly acquired water remediation technologies (Total Fluid and Raider), as well as Wescorp Navigator;
  • The potential acquisition of possible new technologies and businesses related to our existing strategic business units, with the intent that they would add value to our overall business almost immediately upon closing; and
  • Any negative cash flow resulting from operations.

Our current and future opportunities for success depend to a great extent on the continued employment of and performance by senior management and key personnel. As we continue to grow, the demands and skill sets of our senior management will change. As needed, new executives will be hired with the skill sets and experience required to enhance those areas which require specialized expertise.

Past Acquisitions

Flowstar and Flowray Terms of Acquisition of Flowstar and Flowray

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

Related Agreements to Acquire 100% of Vasjar Trading Ltd.

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

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

  • Tranche 1: an aggregate of 2,400,000 shares of common stock of the Company (1,200,000 shares to each of the two shareholders) on April 28, 2004; and

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  • Tranche 2: an aggregate of 2,080,000 additional shares of common stock of the Company (1,040,000 additional shares to each of the two shareholders) to be issued in stages as follows:

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

Stage Two. On or before April 1, 2006, the Company was required to issue 800,000 additional shares based on sales achieved in the 2005 calendar year (400,000 shares to each shareholder).

Stage Three. On or before April 1, 2007, Wescorp was required to issue 800,000 additional shares based on sales achieved in the 2006 calendar year (400,000 shares to each shareholder).

We were not able to deliver free-trading shares on April 1, 2005, and under the Vasjar purchase agreements we were required to pay an additional 48,000 Wescorp shares for each month that the shares were not delivered, covering the months April through September 2005. In September 2005, a third party acquired the interests of the former Vasjar shareholders in connection with the share delivery requirements of Tranche 2, Stage One. As a result, we owed shares under Tranche 2, Stage One to the third party.

On November 22, 2006, we entered into a letter agreement with the third party (the “Third Party Letter Agreement”), pursuant to which we agreed to pay the third party 1,000,000 shares of our common stock to fulfill the Tranche 2, Stage One debt requirements that the third party acquired from the former Vasjar shareholders. These shares were delivered to, and accepted by, the third party on November 22, 2006.

On April 1, 2006, we were not able to deliver free-trading shares called for under Tranche 2, Stage Two, and thus we were required to pay the former Vasjar shareholders an additional 80,000 Wescorp common shares for each month that the shares were not delivered. In February 2007, the third party acquired the interests of the former Vasjar shareholders in connection with the share delivery requirements of Tranche 2, Stage Two. As a result, the Company owed the shares under Tranche 2, Stage Two to a third party. By December 18, 2007, Wescorp issued 3,654,750 common shares to the third party.

If any of the Wescorp shares to be issued to the former Vasjar shareholders have not been delivered for a period of 182 days after the applicable due date, the former Vasjar shareholders may at their option terminate the share purchase agreements, without notice or prior opportunity to cure. The former Vasjar shareholders did not exercise these rights, and they sold to a third party their rights, including their rights to receive shares and/or penalty shares from the Company under both Stage One and Stage Two. We have also received a written waiver from the third party waiving and canceling any termination rights that the third party may have as a result of his purchase of certain rights under the Vasjar purchase agreements. In addition, we pledged to the former Vasjar shareholders all the Vasjar shares as security to guarantee Wescorp’s performance under the share purchase agreements.

Although the Registration Statement covering the shares became effective in January 2008, as of May 7, 2008, we had not delivered the Vasjar shares because we were involved in discussions with the former Vasjar shareholders concerning the possibility of reaching a mutually acceptable agreement regarding the number of free-trading shares for the Company to deliver under Tranche 2, Stage Three. Under the terms of the agreement, without taking into account the Company’s position that the number of shares owed should be reduced, the former Vasjar shareholders would be entitled to an additional 80,000 Wescorp common shares for each month that the shares are not delivered. Because we were unable to deliver these shares, plus the penalty shares, by October 1, 2007, the former Vasjar shareholders currently have the right to terminate their respective share purchase agreements with us. If they do so, we would no longer own Vasjar or its subsidiary, Quadra, including the intellectual property rights owned by Quadra.

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

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Flowstar Sales Activities

In the second quarter 2008, total sales were up approximately 15% from second quarter 2007. Flowstar was awarded a project and secured a letter of intent signed by an Alberta energy producer to provide metering, communications and a web hosting solution utilizing IFMWorks for an estimated value of $800,000 for 2008. Equipment for the first phase of this project was ordered at the end of Q2, 2008, with installation to commence at the start of Q3, 2008.

The Coal Bed Methane (“CBM”) well completion was virtually unchanged from Q2, 2007 to Q2, 2008, with completions for all gas wells seeing a drop of 22%. This likely points to a long-term trend of decreasing conventional gas well production with more emphasis on unconventional sources like CBM, tight gas and shale gas. Commodity prices have remained firm in the first half of 2008 and are higher than the same period of 2007.

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

The MOU also provides for cancellation of the options to purchase licenses in Canada, the United States and Mexico and the institution of 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 worldwide basis. For further details see our Current Report on Form 8-K filed with the SEC on September 28, 2004.

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

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

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

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

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

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

Acquisition and Business of Strategic Decision Sciences USA Inc.

On September 11, 2007, we acquired SDS, a Houston-based engineering firm focused on providing process-driven consulting and services to help oil and gas operators improve the management, economics, and environmental performance of field operations. As part of our acquisition of SDS, we acquired its NAVIGATOR Process Management Solution, a collaborative solution that manages the interactions of people, processes, and equipment in complex oil and gas field operations. We believe that the Wescorp NAVIGATOR offers powerful, integrated, field operations capability that we intend to use to drive the development, commercialization, and management of our client offerings. We also intend to make the Wescorp NAVIGATOR available to our clients to manage field complexities, especially in the areas of oil and gas flow measurement and metering, environmental remediation and compliance, enhanced oil recovery, unconventional oil and gas production, and field intelligence, including radio frequency identification (“RFID”) tagging and implementation.

SDS focuses on the operations level and is committed to assisting its clients to achieve operational excellence. SDS’s capabilities include:

Research

White/Position Papers

Market Studies (Multi-Client and Proprietary)

Workshop Facilitation

Assessment

Risk Analysis

Decisions Analysis

Feasibility Studies

Economic & Financial

Management Science

Stochastic Analysis

Real-Options

Project ROI

A number of applications for SDS’s solutions exist, such as:

  • Supply Chain & Asset Management
  • Optimization of Field Operations
  • Customer Acquisition Processes
  • Corporate Governance & Planning
  • Risk Assessment & Portfolio Management
  • Information Technology ROI Assessment
  • Merger & Acquisition “Gaming”
  • Human Resource Planning
  • Negotiation Management

NAVIGATOR Process Management Solution continues to be attractive to a variety of clients including petroleum operators and service providers. Working with a marine service partner, Wescorp has successfully tested an RFID tag attached to subsurface equipment at approximately 4,000 meters of water in the Gulf of Mexico. The purpose of this test was to assure that the tag was still attached and that it could be read when retrieved to the surface — the test was a critical success and Wescorp has several major players interested in deploying this technology to better manage remote maritime assets.

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The Company has completed the first phase of the NAVIGATOR project with a Canadian heavy oil company, as previously announced March 5, 2008, and expects the project to begin full implementation during the 3rd quarter 2008.

The Company continues to develop its NAVIGATOR sales strategy, primarily in the Houston, TX market including the marine service segment, energy service companies as well as petroleum operators. NAVIGATOR is still early in its life cycle, but a lot of interest has been generated by the industry. This is evidenced by the fact that several industry media outlets have published byline articles about NAVIGATOR by Wescorp executives and a presentation was made at the Society of Petroleum Engineers sponsored 2008 Digital Energy Conference on May 21, 2008 in Houston, Texas.

While the Company believes that NAVIGATOR provides customers a great deal of value, initial sales have been slower than expected. The Company believes that this is largely because its target purchasers, operations executives, are very busy and Wescorp sales representatives find it difficult to get on the calendar of senior management. However, the Company has several proposals outstanding that have been requested by its customers and expects additional sales to commence in the 3rd quarter.

Acquisition of Intellectual Property and Other Assets from FEP Services Inc.; Business of Total Fluid Solutions and Raider Chemical Corporation

On December 18, 2007, the Company effectively completed an agreement to purchase intellectual property and other assets from FEP. Different portions of this intellectual property and these other assets were transferred to our newly formed wholly-owned subsidiaries, Total Fluid Solutions and Raider Chemical Corporation, respectively, as described below. Under the terms of the purchase agreement, our wholly-owned subsidiary, Wescorp Technologies, assumed liabilities of approximately CAD $240,000 and delivered to FEP: (i) a two-year promissory note in the face amount of CAD $2,665,000; (ii) 13,900,000 restricted shares of common stock of Wescorp Energy; and (iii) 470,143 shares of common stock of Oilsands at an agreed value of $2,192,277. Also in connection with the Asset Purchase Agreement, Wescorp Technologies entered into a license agreement with a third party and consulting agreements for each of Messrs. Bowhay and McCaw to provide various consulting services to Wescorp.

Total Fluid Solutions

The technology of our wholly-owned subsidiary, Total Fluid Solutions, removes hydrocarbons and solids from the oilfield water, using a proprietary, environmentally friendly, patented aeration process. This process is reduces the hydrocarbon content from the conventional 5,000 to 30,000 parts per million range to less than 50 parts per million.

We intend to use this technology independently or in conjunction with each other water remediation technologies in order to address the critical water issues facing the oil and gas industry today.

We have filed a provisional process patent application for additional technology which we have developed in this area. We also own all of the intellectual property rights for a solids-oil separation technology that is not patented, but is held as a trade secret. With these technologies, we hope to be able to remediate two of the main contaminates (solids, hydrocarbon) in oilfield water as the result of exploration for, and production of, oil and gas. The technology to remove solids from the oilfield water uses a proprietary, environmentally friendly, chemical process to separate drilling solids from the water and hydrocarbon mixtures, which are found in the water as a result of drilling the wells. The solids are cleaned to a standard that allows them to be used in construction. The third technology, to remove salt from the oilfield water, uses a low-energy process of flash distillation to separate the salts from the water.

Raider Chemical Corporation

Our wholly-owned subsidiary, Raider Chemical Corporation, designs and manufactures specialized chemicals used in the cementing and stimulation services area, within the oil and gas industry. Raider is currently making sales in Canada and is also evaluating expanding into the US.

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Results from Operations – 2008 Compared to 2007

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

Revenues

Revenues during the quarter ended June 30, 2008 were $753,544, compared to $493,622 for the quarter ended June 30, 2007, an increase of $259,922, or 52.7% . Most of the increase in revenue is the result of the operations of our wholly-owned subsidiary Raider which was formed after we acquired assets from FEP on December 18, 2007. Revenues attributable to our wholly-owned subsidiary Flowstar were $621,880 while revenues of Raider contributed $131,664. Flowstar’s revenue in the second quarter of 2008 increased by $128,258 compared to the results for the second quarter of 2007. The increase in revenue for Flowstar is primarily the result of our major customers having robust drilling completion programs, having brought to market new products that enhance the communications capabilities of our DCR product line, and utilization of existing client relationships to attract new customers. Problems continue to be caused by reductions in well licensing, drilling activities, and capital spending which still plague the Canadian natural gas industry. Based on information published by the Canadian Association of Petroleum Producers, well licensing is down 14% and well completions are down 22% for gas wells in the second quarter of 2008 when compared to the same period for 2007.

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

The strengthening of the Canadian dollar for the quarter ended June 30, 2008 from the exchange rate for the quarter ended June 30, 2007 has also contributed to the increase in revenue. The exchange rate has improved approximately 12.5% period to period. As practically all the revenue generated is in Canadian dollars, this improvement in the exchange rate has had a significant impact.

Cost of Sales

As a percentage of revenues, cost of sales for the quarter ended June 30, 2008 decreased to 53.2% versus 61.0% for the quarter ended June 30, 2007. Most of this decrease can be attributed to the improvement in the exchange rate of the Canadian dollar. As a significant portion of the products sold by Flowstar are purchased in U.S. dollars, the improvement in the exchange rate mentioned above results in a corresponding decrease in cost of sales. This decrease was partially offset by high discounts given to customers in the second quarter of 2007 in an attempt to stimulate sales due to the depressed market conditions for the sale of the Flowstar products. These improvements in Flowstar margins more than offset the slightly lower margins achieved in the sale of product by Raider versus those margins that are realized on the sale of Flowstar products.

Expenses

Operating expenses for the quarter ended June 30, 2008 were $2,452,768 versus $1,582,614 for the quarter ended June 30, 2007, an increase of $870,154. The largest increases in our operating expenses were in research and development, wages and benefits, interest accreted on financial instruments, research and development acquired, advertising and investor relations, office, and interest, finance and bank charges as explained below.

Costs for research and development, increased in the quarter ended June 30, 2008 to $480,089 compared to the $98,394 incurred in the quarter ended June 30, 2007. Most of this increase can be attributed to additional expenses incurred to develop the water remediation technology of Total Fluid in the amount of $365,157. Added costs of modifying the VISCOSITOR to be a 20 to 50 barrel-per-day pilot plant incurred in the second quarter of 2008 were approximately $16,500 greater than what was incurred for the same period in 2007. This increase is mostly due to a reduction in grants received to partially offset these costs. Approximately $25,600 in grant funding was received in the second quarter of 2008 while approximately $31,900 in grant money was received in the second quarter of 2007.

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Wages and benefits for the second quarter of 2008 includes amounts paid to individuals who formerly provided consulting services to Wescorp in the second quarter of 2007 that have since became employees. The hiring of these individuals as well as other persons who were not previously consultants was necessary in order to provide adequate staffing for the new businesses formed after the acquisition of assets from FEP. Effective September 1, 2007, we entered into new employment contracts with Mr. Douglas Biles, President and Chief Executive Officer, and Mr. Scott Shemwell, Chief Operating Officer. We also provided merit increases in order to retain key employees. Due to these changes, wages and benefits increased to $655,713 during the quarter ended June 30, 2008 versus $435,942 during the quarter ended June 30, 2007, an increase of $219,771.

To account for the issuance of the Company’s $400,000 non-convertible debentures that include attached warrants in the fourth quarter of the year ended December 31, 2007, a beneficial conversion feature of $100,000 was recorded as a debt discount and was amortized over the life of the debenture. An additional $109,465 was recorded as a debt discount related to debentures issued in 2008. As a result $120,360 in interest accretion related to the debt discount was charged to operations in the six months ended June 30, 2008. In December 2007, an unsecured note (“FEP Note”), bearing interest at a rate of 0.0%, in the amount of approximately $2,696,980 (CAD $2,665,000) was issued. The fair value of this note was computed as $2,183,635 using an imputed interest rate of 18.0% which was assumed to represent the incremental borrowing rate of the Company. This resulted in $513,345 being recorded as a debt discount which will be amortized over the life of the note. During the quarter ended June 30, 2008, amortization of $147,305 related to the debt discount was recorded. No costs for the accretion of interest related to financial instruments was incurred in the quarter ended June 30, 2007 as there were no financial instruments that required amortization of debt discounts outstanding during that period.

During the quarter ended June 30, 2008, 514,103 options to purchase common shares pursuant to employment agreements for executive officers were issued. In the same period for 2007, 119,565 options to purchase common shares pursuant to employment agreements for executive officers were issued. Thus, the Company had an increase of $105,800 in stock-based wages during the three months ended June 30, 2008 to $143,000 compared to the $37,200 incurred during the three months ended June 30, 2007.

We incurred interest, finance and bank charges of $271,721 for the quarter ended June 30, 2008 compared to $62,286 incurred during the quarter ended June 30, 2007. This increase of $209,435 is a direct result of new debt, in the form of a debenture in the amount of $2,250,000 incurred on June 7, 2007, $859,328 incurred in the six months ended June 30, 2008, and approximately $848,837 in debentures incurred from December, 2007 to June, 2008. As the $2,250,000 debenture was the only portion of the increased debt that existed in the quarter ended June 30, 2007, only $14,178 in interest was incurred on these balances during the quarter ended June 30, 2007. In addition, we incurred financing fees of $40,000 in the quarter ended June 30, 2008 while financing fees of only $20,000 were incurred in the quarter ended June 30, 2007. In addition, during the quarter ended June 30, 2008, a payment on the FEP Note in the amount of approximately $1,475,000 (CAD $1,502,458) resulted in additional interest of $108,963 being recorded during the period.

Legal and accounting costs for the three months ended June 30, 2008 were $174,832, which was an increase of $99,193 compared to the corresponding period of 2007. The increase in 2008 is directly related to additional audit and legal fees to complete the December 2007 audit. While we incurred lower legal fees for compliance with various regulatory filings, and for due diligence work undertaken with respect to potential business acquisitions and other contracts, these savings were significantly lower than the increases for other professional services provided.

Office expenses for the quarter ended June 30, 2008 were $175,475 compared to $120,787 for the quarter ended June 30, 2007. The increase of $54,688 is a direct result of the increased rental space occupied to accommodate the growth in operations, including the setting up of new offices for Navigator in Texas and manufacturing facilities for Raider in Canada. With the growth in operations, additional costs for office supplies, telephone and other costs have been incurred. The addition of Raider has directly contributed approximately $33,300 to office expenses, and Total Fluid has contributed approximately $11,100 to office expenses.

Depreciation and amortization expense for the quarter ended June 30, 2008 was $73,288 versus $23,666 for the quarter ended June 30, 2007, an increase of $49,622. This increase was a direct result of the additional assets acquired pursuant to the agreement with FEP dated December 18, 2007. Additional assets were also acquired to support the increased activities related to the Wescorp Navigator division.

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Travel expenses during the quarter ended June 30, 2008 increased by $5,133 versus the quarter ended June 30, 2007, a direct result of the increased activity in the Ellycrack project and additional marketing of Wescorp, Flowstar, and Wescorp Navigator in international markets. The addition of Total Fluid has contributed approximately $17,900 to travel costs. The engagement of additional employees located in the U.S. has also directly added to these increases in cost.

Insurance expense for the quarter ended June 30, 2008 was $33,924 compared to $31,120 for the quarter ended June 30, 2007. The increase in our premium for our comprehensive insurance due to our higher asset base is the primary reason for the $2,804 increase in insurance expense.

The above increases were partially offset by a substantial decrease in expenses related to consulting fees. Consulting fees incurred in the quarter ended June 30, 2008 in the amount of $105,101 were $213,105 lower than the $318,206 incurred in the same period for 2007. This decrease is a direct result of having fewer contracts with consultants in the six months ended June 30, 2008 when compared to the same period in 2007. The consulting contract for our Chief Operating Officer, Mr. Scott Shemwell has been replaced with an employment agreement effective September 1, 2007. In addition two other contractors became employees effective January 1, 2008. The costs associated with the new consulting contracts that did not exist in the second quarter of 2007 were for lower amounts than those that have terminated since June 30, 2007.

Advertising and investor relations expenses decreased by $59,216 to $73,119 for the quarter ended June 30, 2008 versus $132,335 reported for the quarter ended June 30, 2007. This decrease is a direct result of the cancelling, in the second quarter, of an investor relations contract that was entered into in the first quarter of 2008. This resulted in a credit of approximately $30,000 being recorded as a reduction in investor relations fees for the second quarter of 2008. Costs that were incurred in the second quarter of 2008 for brand imaging and extensive promotion of the Wescorp Navigator and Flowstar product offerings were slightly less than those incurred for the same period of 2007.

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

In order to strengthen the Board of Directors, the Company decided to compensate outside directors in the form of shares commencing on April 1, 2006. During the quarter ended June 30, 2008, the Company incurred $18,434 in directors’ fees compared to $22,244 for the same period in 2007.

Other Income and Expenses

For the quarter ended June 30, 2008, other expenses have decreased by $323,689 from the same period in 2007.

We were not able to deliver free-trading shares called for under Tranche 2, Stage Three of the agreement to acquire Vasjar, and thus we were required to pay the former Vasjar shareholders an additional 80,000 Wescorp common shares for each month that the shares are not delivered. This resulted in an accrual of $272,790 being recorded for the quarter ended June 30, 2008, which reflects the increase in shares needed to be delivered and the closing trading price of Wescorp shares as at June 30, 2008. We were not able to deliver free-trading shares called for under Stage 3 of the agreement to acquire Vasjar at June 30, 2007 and this resulted in an accrual of $121,808 being recorded for the quarter ended June 30, 2007.

The foreign currency gain of $16,200 for the quarter ended June 30, 2008 is a direct result of the Canadian dollar being slightly stronger than the U.S. dollar at June 30, 2008 when compared to March 31, 2008. Wescorp had a short-tem investment of approximately $1,478,400 denominated in Canadian dollars which increased in value as the Canadian dollar strengthened against the U.S. dollar. This short-term investment was redeemed in June of 2008.

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

13


During the six months ended June 30, 2007 the Company incurred a penalty for the late filing of the registration statement pursuant to the terms of the subscription agreements for the private placement that was completed in December of 2006. As a result, the Company was required to issue additional shares to the investors in the private placement which were valued at $424,839.

Net Loss

The net loss for the quarter ended June 30, 2008 of $2,334,110 compared to a net loss of $1,947,915 for 2007 is due to the net effect of the increase of $870,154 in operating expenses as explained above partially offset by the increase in gross profit of $160,270, and by a decrease of $323,689 in other expenses.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

Revenues

Revenues during the six months ended June 30, 2008 were $1,679,179, compared to $1,311,604 for the six months ended June 30, 2007, an increase of $367,575, or 28.0% . This increase in revenue is primarily the result of the operations of our wholly-owned subsidiary Raider which was formed after we acquired assets from FEP on December 18, 2007. Revenues attributable to our wholly-owned subsidiary Flowstar were $1,300,871 while revenues of Raider contributed $378,309. Problems continue to be caused by reductions in well licensing, drilling activities, and capital spending which still plague the Canadian natural gas industry. Based on information published by the Canadian Association of Petroleum Producers, well licensing is down 7% and well completions are down 17% for gas wells in the first six months of 2008 when compared to the same period for 2007.

Sales coverage for the Flowstar DCR systems has been improved through increased exposure to the upstream measurement community. During this period of time, these efforts were successful in increased market awareness of the Flowstar products. We believe that these efforts will lead to increases in revenues in the future. Flowstar has been focusing its sales efforts by identifying applications and markets where the DCR system has advantages over competing products in order to increase its market share in the Canadian natural gas flow measurement market. In addition, plans are underway to further expand the existing product line being offered by Flowstar, and to find new market niches for our existing products. In 2007 we brought to market new products that enhance the communications capabilities of our DCR product line. We also intend to utilize existing client relationships to attract new customers.

The strengthening of the Canadian dollar for the six months ended June 30, 2008 from the exchange rate for the six months ended June 30, 2007 has also contributed to the increase in revenue. The exchange rate has improved approximately 8.6% period to period. As practically all the revenue generated is in Canadian dollars this improvement in the exchange rate has had a significant impact.

Cost of Sales

As a percentage of revenues, cost of sales for the six months ended June 30, 2008 decreased to 53.3% versus 55.5% for the six months ended June 30, 2007. Most of this decrease can be attributed to the improvement in the exchange rate of the Canadian dollar. As a significant portion of the products sold by Flowstar are purchased in U.S. dollars the improvement in the exchange rate mentioned above results in corresponding decrease in cost of sales. This decrease was partially offset by high discounts given to customers in the second quarter of 2007 in an attempt to stimulate sales due to the depressed market conditions for the sale of the Flowstar products. These decreases in the cost of sales were offset by slightly lower margins achieved in the sale of product by Raider versus those margins that are realized on the sale of Flowstar products.

Expenses

Operating expenses for the six months ended June 30, 2008 were $4,384,704 versus $3,073,635 for the six months ended June 30, 2007, an increase of $1,311,069. The largest increases in our operating expenses were in wages and benefits, interest accreted on financial instruments, research and development, research and development acquired, advertising and investor relations, office, and interest, finance and bank charges as explained below.

14


In the first six months of 2008, individuals who formerly provided consulting services to Wescorp became employees. The hiring of these individuals as well as other persons who were not previously consultants was necessary in order to provide adequate staffing for the new businesses formed after the acquisition of assets from FEP. Effective September 1, 2007, we entered into new employment contracts with Mr. Douglas Biles, President and Chief Executive Officer, and Mr. Scott Shemwell, Chief Operating Officer. We also provided merit increases in order to retain key employees. Due to these changes, wages and benefits increased to $1,301,227 during the six months ended June 30, 2008 versus $866,320 during the six months ended June 30, 2007, an increase of $434,907.

Costs for research and development, increased in the six months ended June 30, 2008 to $523,690 compared to the $266,679 incurred in the six months ended June 30, 2007. Most of this increase can be attributed to additional expenses incurred to develop the water remediation technology of Total Fluid in the amount of $389,598. These costs were partially offset by the receipt of a grant in the amount of approximately $148,950 (CAD $150,000) to assist in the development of the water remediation technology in Total Fluid into a commercial product. No corresponding expenses were incurred in the comparative period related to this technology. Added costs of modifying the VISCOSITOR to be a 20 to 50 barrel-per-day pilot plant incurred in the first six months of 2008 were approximately $16,000 greater than what was incurred for the same period in 2007. This increase is the result of a reduction in grants received to partially offset these costs. Approximately $25,600 in grant funding was received in the first six months of 2008 while approximately $44,100 in grant money was received in the first six months of 2007.

To account for the issuance of the Company’s $400,000 non-convertible debentures that include attached warrants in the fourth quarter of the year ended December 31, 2007, a beneficial conversion feature of $100,000 was recorded as a debt discount and was amortized over the life of the debenture. An additional $109,465 was recorded as a debt discount related to debentures issued in 2008. As a result, $120,360 in interest accretion related to the debt discount was charged to operations in the six months ended June 30, 2008. In December 2007, an unsecured note (“FEP Note”), bearing interest at a rate of 0.0%, in the amount of approximately $2,696,980 (CAD $2,665,000) was issued. The fair value of this note was computed as $2,183,635 using an imputed interest rate of 18.0% which was assumed to represent the incremental borrowing rate of the Company. This resulted in $513,345 being recorded as a debt discount which will be amortized over the life of the note. During the six months ended June 30, 2008, amortization of $177,562 related to the debt discount was recorded. No costs for the accretion of interest related to financial instruments was incurred in the six months ended June 30, 2007 as there were no financial instruments that required amortization of debt discounts outstanding during that period.

We incurred interest, finance and bank charges of $405,073 for the six months ended June 30, 2008 compared to $81,423 incurred during the six months ended June 30, 2007. This increase of $323,650 is a direct result of new debt, in the form of a debenture in the amount of $2,250,000 incurred on June 7, 2007, $859,328 incurred in the six months ended June 30, 2008, and approximately $848,837 in debentures incurred from December, 2007 to June, 2008. As the $2,250,000 debenture was the only portion of the increased debt that existed in the six months ended June 30, 2007, only $14,178 in interest was incurred on these balances during the six months ended June 30, 2007. In addition, we incurred financing fees of $92,196 in the six months ended June 30, 2008 while financing fees of only $20,000 were incurred in the six months ended June 30, 2007. In addition, during the six months ended June 30, 2008, a payment on the FEP Note in the amount of approximately $1,475,000 (CAD $1,502,458) resulted in additional interest of $108,963 being recorded during the period.

Office expenses for the six months ended June 30, 2008 were $359,600 compared to $214,395 for the six months ended June 30, 2007. The increase of $145,205 is a direct result of the increased rental space occupied to accommodate the growth in operations, including the setting up of new offices for Navigator in Texas and manufacturing facilities for Raider in Canada. With the growth in operations, additional costs for office supplies, telephone and other costs have been incurred. The addition of Raider has directly contributed approximately $74,300 to office expenses, and Total Fluid has contributed approximately $19,000 to office expenses.

Advertising and investor relations expenses rose by $127,339 to $315,225 for the six months ended June 30, 2008 versus $187,886 reported for the six months ended June 30, 2007. This increase is a direct result of additional costs that were incurred in the first six months of 2008 for brand imaging and extensive promotion of the Wescorp Navigator and Flowstar product offerings. There was also an increase in the costs for investor relations as additional consultants were contracted to provide these services in the six months ended June 30, 2008. Only one comparative contract existed in the same period in 2007 and that contract was lower in the amount of $4,000 per month.

15


Depreciation and amortization expense for the six months ended June 30, 2008 was $145,606 versus $46,320 for the six months ended June 30, 2007, an increase of $99,286. This increase was a direct result of the additional assets acquired pursuant to the agreement with FEP dated December 18, 2007. Additional assets were also acquired to support the increased activities related to the Wescorp Navigator division.

Legal and accounting costs for the six months ended June 30, 2008 were $266,276, which was an increase of $90,924 compared to the corresponding period of 2007. The increase in 2008 is directly related to additional audit and legal fees to complete the December 2007 audit. While we incurred lower legal fees for compliance with various regulatory filings, and for due diligence work undertaken with respect to potential business acquisitions and other contracts, these savings were significantly lower than the increases for other professional services provided.

Travel expenses during the six months ended June 30, 2008 increased by $57,782 versus the six months ended June 30, 2007, a direct result of the increased activity in the Ellycrack project and additional marketing of Wescorp, Flowstar, and Wescorp Navigator in international markets. The addition of Total Fluid has contributed approximately $41,900 to travel costs. The hiring of additional employees located in the U.S. has also directly added to these increases in cost.

During the six months ended June 30, 2008, 573,627 options to purchase common shares pursuant to employment agreements for executive officers were issued. In the same period for 2007, 494,565 options to purchase common shares pursuant to employment agreements for executive officers were issued. Thus, the Company had an increase of $20,000 in stock-based wages during the six months ended June 30, 2008 to $157,600 compared to the $137,600 incurred during the six months ended June 30, 2007.

Insurance expense for the six months ended June 30, 2008 was $71,550 compared to $65,305 for the six months ended June 30, 2007. The increase in our premium for our comprehensive insurance due to our higher asset base is the primary reason for the $6,245 increase in insurance expense.

The above increases were partially offset by a substantial decrease in expenses related to consulting fees. Consulting fees incurred in the current six month period in the amount of $267,972 were $289,923 lower than the $557,895 incurred in the same period for 2007. This decrease is a direct result of having fewer contracts with consultants in the six months ended June 30, 2008 when compared to the same period in 2007. The consulting contract for our Chief Operating Officer, Mr. Scott Shemwell, has been replaced with an employment agreement effective September 1, 2007. In addition, two other contractors became employees effective January 1, 2008. The costs associated with the new consulting contracts that did not exist in the first quarter of 2007 were for lower amounts than those that have terminated since June 30, 2007.

As the value of the technology that was on the books at June 30, 2007, was fully impaired at December 31, 2007 no further amortization of this asset is required. Accordingly, amortization of technology has decreased by $258,323.

In order to strengthen the Board of Directors, the Company decided to compensate outside directors in the form of shares commencing on April 1, 2006. During the six months ended June 30, the Company incurred $38,776 in directors’ fees compared to $39,732 for the same period in 2007.

Other Income and Expenses

For the six months ended June 30, 2008, other expenses have decreased by $711,976 from the same period in 2007.

We were not able to deliver free-trading shares called for under Tranche 2, Stage Three of the agreement to acquire Vasjar, and thus we were required to pay the former Vasjar shareholders an additional 80,000 Wescorp common shares for each month that the shares are not delivered. This resulted in an accrual of $513,304 being recorded for the six months ended June 30, 2008, which reflects the increase in shares needed to be delivered and the closing trading price of Wescorp shares as at June 30, 2008. The financial statements for the same period in 2007 reflect the requirements for late delivery of shares as stipulated by Tranche 2, Stage Two of the agreement with the former Vasjar shareholders. In February 2007, a third party acquired the interests of the former Vasjar shareholders in connection with the share delivery requirements of Tranche 2, Stage Two. As a result, the Company owed the shares under Tranche 2, Stage Two to the third party. As of June 30, 2007, in addition to the 960,000 penalty shares incurred under the provisions of Tranche 2, Stage Two, Wescorp agreed to pay an additional 1,163,800 penalty shares to the third party. These shares were valued at a cost of $617,672. In addition, we were not able to deliver free-trading shares called for under Stage 3 of the agreement to acquire Vasjar at June 30, 2007 and this resulted in an accrual of $121,808 being recorded for the six months ended June 30, 2007.

16


The foreign currency loss of $38,799 for the six months ended June 30, 2008 is a direct result of the Canadian dollar being weaker than the U.S. dollar at June 30, 2008 when compared to December 31, 2007. Wescorp had a short-tem investment of approximately $1,478,400 denominated in Canadian dollars which decreased in value as the Canadian dollar weakened against the U.S. dollar. This short-term investment was redeemed in June of 2008. Some of these losses are offset as many payables are denominated in Canadian dollars and as that currency weakens exchange gains result when payables are settled.

The gain on the disposal of investment is the direct result of disposing of 4.5% of the investment in Tarblaster AS.

Interest income for the six months ended June 30, 2008 is directly related to the short-term investment made in June 2007.

The gain on the disposal of assets is the direct result of disposing of assets that were completely depreciated and no longer being utilized by the Company.

During the six months ended June 30, 2007 the Company incurred a penalty for the late filing of the registration statement pursuant to the terms of the subscription agreements for the private placement that was completed in December of 2006. As a result, the Company was required to issue additional shares to the investors in the private placement which were valued at $424,839.

Net Loss

The net loss for the six months ended June 30, 2008 of $4,066,342 compared to a net loss of $3,668,506 for 2007 is due to the net effect of the increase of $1,311,069 in operating expense, partially offset by the increase in gross profit of $201,257 and the decrease of $711,976 in other expenses.

Continued Liquidity and Financing of Business Plan

To date, our operations have been funded by a combination of short-term debt and equity financing. Currently, cash on hand, short-term investments and collection of trade accounts receivable are our only existing sources of liquidity. In the event that we do not achieve positive cash flow from operations in 2008, we will be relying on debt and equity financings to provide our Company with sufficient capital to continue our development and operational plans. There can be no assurance that we can continue to grow, which would have a significant effect on the financial condition of our Company and our ability to effectively implement our proposed business plans.

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

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

We anticipate that the most likely major purchases of capital assets in the next 12 months will be the expansion of Flowstar operations into the United States, and the potential acquisition of one or more new businesses and/or technologies. However, there may be additional purchases of office equipment and shop equipment for Flowstar and capital expenditures for Total Fluid and Ellycrack. Total Fluid will continue to carry out its research and development with respect to making its water remediation technologies commercially viable. Also, Flowstar will be conducting research and development in its ongoing program to maintain the competitive advantage of its products.

17


Off-Balance Sheet Arrangements

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

ITEM 4T.      CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Financial Officer and Principal Executive Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of June 30, 2008, our disclosure controls and procedures are effective to satisfy the objectives for which they are intended.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Change in Internal Control over Financial Reporting

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal quarter covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

None

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

Not applicable.

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ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

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

ITEM 5.        OTHER INFORMATION

Not applicable.

ITEM 6.        EXHIBITS.

Exhibit  
Number Description
   
3.1

Restated Articles of Incorporation of the Company filed February 17, 2004 (Incorporated by reference to the Company’s Annual Report on Form 10-KSB/A filed with the Commission on May 13, 2004, File No. 000- 30095.)

 

3.2

Bylaws of the Company (Incorporated by reference to the Company’s Form 10SB12G filed with the Commission on March 24, 2000, File No. 000- 30095.)

 

4.1

Form of Common Stock Purchase Warrant dated March 15, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2005, File No. 000- 30095.)

 

4.2

Certificate for 14% Secured Convertible Debenture dated April 28, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 000- 30095.)

19



4.3

Form of Common Stock Purchase dated April 28, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 000-30095.)

 

4.4

Addendum dated February 6, 2003 to that certain Loan Agreement dated January 28, 2003 between the Company and AHC Holdings Ltd. containing Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 28, 2003, File No. 000- 30095.)

 

4.5

Form of Warrant issued to the United States Resident Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 24, 2006, File No. 000-30095.)

 

4.6

Form of Warrant issued to the Non-United States Resident Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 24, 2006, File No. 000- 30095.)

 

10.1

Employment Agreement between Wescorp Energy Inc. and Douglas Biles (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2007.)

 

10.2

Employment Agreement between Wescorp Energy Inc. and Scott Shemwell (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2007.)

 

10.3

Consultant Service Agreement between Wescorp Energy Inc., and Steve Cowper (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2007.)

 

10.4

Form of Subscription Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 14, 2007.)

 

10.5

Form of Warrant Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 14, 2007.)

 

10.6

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

 

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Filed herewith.

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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 thereunto duly authorized.

                           Wescorp Energy, Inc.
   
Date: August 14, 2008 By: /s/ Douglas Biles
  Douglas Biles
  Chief Executive Officer
  (Principal Executive Officer)
   
Date: August 14, 2008 By: /s / Terry Mereniuk
  Terry Mereniuk
  Chief Financial Officer
  (Principal Financial and Accounting
  Officer)

21


EXHIBIT INDEX

Exhibit  
Number Description
   
3.1

Restated Articles of Incorporation of the Company filed February 17, 2004 (Incorporated by reference to the Company’s Annual Report on Form 10-KSB/A filed with the Commission on May 13, 2004, File No. 000- 30095.)

 

3.2

Bylaws of the Company (Incorporated by reference to the Company’s Form 10SB12G filed with the Commission on March 24, 2000, File No. 000- 30095.)

 

4.1

Form of Common Stock Purchase Warrant dated March 15, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2005, File No. 000- 30095.)

 

4.2

Certificate for 14% Secured Convertible Debenture dated April 28, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 000- 30095.)

 

4.3

Form of Common Stock Purchase dated April 28, 2005 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 000-30095.)

 

4.4

Addendum dated February 6, 2003 to that certain Loan Agreement dated January 28, 2003 between the Company and AHC Holdings Ltd. containing Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 28, 2003, File No. 000- 30095.)

 

4.5

Form of Warrant issued to the United States Resident Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 24, 2006, File No. 000-30095.)

 

4.6

Form of Warrant issued to the Non-United States Resident Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 24, 2006, File No. 000-30095.)

 

10.1

Employment Agreement between Wescorp Energy Inc. and Douglas Biles (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2007.)

 

10.2

Employment Agreement between Wescorp Energy Inc. and Scott Shemwell (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2007.)

 

10.3

Consultant Service Agreement between Wescorp Energy Inc., and Steve Cowper (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2007.)

 

10.4

Form of Subscription Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 14, 2007.)

 

10.5

Form of Warrant Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 14, 2007.)

 

10.6

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

 

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

22



31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Filed herewith.

23