Filed by sedaredgar.com - Wescorp Energy Inc.

10-Q 1 form10q.htm QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2009 Filed by sedaredgar.com - Wescorp Energy Inc. - Form 10-Q

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

FORM 10-Q

(Mark One)

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

For the quarter ended June 30, 2009

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

For the transition period from __________ to __________

Commission File Number 000-30095

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

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

Suite 770, 435 – 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
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 has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] 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 [ ]	(Do not check if a small reporting company)	Small reporting company [X]

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

Number of shares outstanding of the registrant's class of common stock as of August 03, 2009 was 90,457,557.

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 2008. AMONG THOSE RISKS AND UNCERTAINTIES ARE THE FOLLOWING RISKS:

OUR ELECTRONIC FLOW METER TECHNOLOGY MAY NOT REMAIN COMPETITIVE WITHIN OUR CURRENT MARKETS OR 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;
WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY;
OUR WATER REMEDIATION TECHNOLOGY MAY NOT RECEIVE SUFFICIENT MARKET DEMAND OR BE COMMERCIALLY SUCCESSFUL, OR IT MAY BE REPLACED IN THE MARKET BY A MORE TECHNICALLY ADVANCED PROCESS OR TECHNOLOGY;
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;
IF ACQUISITIONS ARE COMPLETED, THEY MAY BE UNSUCCESSFUL FOR TECHNICAL, ECONOMIC, OR OTHER REASONS; AND

THE CURRENT AMERICAN AND WORLD FINANCIAL MARKETS AND CREDIT SITUATION MAY MAKE IT DIFFICULT OR IMPOSSIBLE TO ADEQUATELY FINANCE THE ONGOING CAPITAL AND OPERATING REQUIREMENTS FOR THE COMPANY.

CURRENCIES

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

Wescorp Energy Inc.

REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2009

Table of Contents

PART I - FINANCIAL INFORMATION

	Item 1. Financial Statements

		Consolidated Balance Sheets at June 30, 2009 (Unaudited) and at December 31, 2008	F-1

		Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2009 and 2008 (Unaudited)	F-2

		Consolidated Statements of Cash Flows for six months ended June 30, 2009 and 2008 (Unaudited)	F-3

		Notes to the Consolidated Financial Statements (Unaudited)	F-4

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation		6

	Item 4. Controls and Procedures		17

PART II. OTHER INFORMATION			17

	Item 6. Exhibits		17

	SIGNATURES		20

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESCORP ENERGY INC.
CONSOLIDATED BALANCE SHEETS

		June 30,			December 31,
		2009			2008
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	96,855		$	429,171
Accounts receivable, net of allowance for doubtful
accounts of $31,431 and $18,813, respectively		199,973			992,105
Inventories		504,323			621,353
Prepaid expenses		181,543			193,951
TOTAL CURRENT ASSETS		982,694			2,236,580

EQUIPMENT, net		615,345			731,335

OTHER ASSETS
Investments		29,592			29,592

TOTAL ASSETS	$	1,627,631		$	2,997,507

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,580,933		$	2,770,933
Current portion of notes payable		1,304,836			1,290,550
Agreement payable		2,884,199			2,190,474
Due to related parties		201,397			201,397
Related party note payable		1,924,681			1,924,681
Convertible debenture		2,250,000			2,250,000
Debentures payable		290,535			382,905
TOTAL CURRENT LIABILITIES		11,436,581			11,010,940

NOTES PAYABLE, net of current portion		11,124			16,708

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; 90,457,557 and 88,152,557 shares
issued and outstanding, respectively		9,047			8,815
Additional paid-in capital		39,901,554			38,745,266
Deferred compensation		(42,016	)		(57,418	)
Warrant subscriptions		206,151			166,462
Subscription receivable		(22,500	)		(22,500	)
Shares issuable		208,664			188,664
Accumulated other comprehensive income		68,588			78,328
Accumulated deficit		(50,149,562	)		(47,137,758	)
		(9,820,074	)		(8,030,141	)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	1,627,631		$	2,997,507

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

F-1

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

		Three Months Ended June 30,						Six Months Ended June 30,
		2009			2008			2009			2008

REVENUES	$	372,085		$	753,544		$	941,684		$	1,679,179

COST OF SALES		239,053			400,525			607,495			894,846

GROSS PROFIT		133,032			353,019			334,189			784,333

EXPENSES
Wages and benefits		434,647			655,713			924,211			1,301,227
Wages stock based		-			143,000			35,500			157,600
Consulting		58,897			105,101			211,453			267,972
Research and development		54,137			480,089			80,938			523,690
Office		145,472			175,475			268,405			359,600
Advertising and investor relations		86,892			73,119			139,651			315,225
Advertising and investor relations - stock based		226,600			-			226,600			-
Travel		83,830			100,767			130,677			234,187
Legal and accounting		14,943			174,832			76,743			266,276
Insurance		31,074			33,924			59,322			71,550
Depreciation and amortization		58,149			73,288			115,990			145,606
Interest, finance and bank charges		135,248			271,721			249,136			405,073
Directors fees		14,247			18,434			29,865			38,776
Interest accreted on financial instruments		-			147,305			-			297,922
TOTAL OPERATING EXPENSES		1,344,136			2,452,768			2,548,491			4,384,704

LOSS FROM OPERATIONS		(1,211,104	)		(2,099,749	)		(2,214,302	)		(3,600,371	)

OTHER INCOME (EXPENSE)
Penalty for late delivery of shares		(327,870	)		(272,790	)		(769,725	)		(513,304	)
Foreign currency translation gain (loss)		(37,207	)		16,200			(34,655	)		(38,799	)
Interest and other income		-			22,229			-			47,369
Gain on disposal of investment		-			-			-			37,838
Gain on disposition of assets		6,878			-			6,878			925
TOTAL OTHER EXPENSE		(358,199	)		(234,361	)		(797,502	)		(465,971	)

NET LOSS	$	(1,569,303	)	$	(2,334,110	)	$	(3,011,804	)	$	(4,066,342	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss)		15,651			(5,401	)		(85,740	)		101,783
Unrealized gain on adjustment of agreement payable to
fair market value		44,000			24,000			76,000			40,000
		59,651			18,599			(9,740	)		141,783

COMPREHENSIVE LOSS	$	(1,509,652	)	$	(2,315,511	)	$	(3,021,544	)	$	(3,924,559	)

BASIC AND DILUTED NET LOSS PER SHARE	$	(0.02	)	$	(0.03	)	$	(0.03	)	$	(0.05	)

WEIGHTED AVERAGE NUMBER COMMON SHARES
OUTSTANDING - BASIC AND DILUTED		89,501,788			77,863,223			89,165,155			77,603,607

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

F-2

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

		Six Months Ended June 30,
		2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,011,804	)	$	(4,066,342	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization		115,990			145,606
Stock-based compensation		262,100			157,600
Interest accreted on financial instruments		-			297,922
Gain on disposition of assets		(6,878	)		(925	)
Gain on disposal of investment		-			(37,838	)
Amortization of deferred share compensation		15,402			32,285
Fair value of common stock issued for services		99,900			-
Penalty for late delivery of shares		769,725			513,304
Changes in operating assets and liabilities:
Accounts receivable		792,132			196,099
Inventories		117,030			(24,362	)
Prepaid expenses		12,408			3,320
Accounts payable and accrued liabilities		(190,000	)		924,677
Net cash used in operating activities		(1,023,995	)		(1,858,654	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in short-term investment		-			1,472,223
Purchase of equipment		-			(89,065	)
Proceeds from disposition of investment		-			38,485
Proceeds from disposition of assets		6,878			18,925
Net cash used in investing activities		6,878			1,440,568
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable		(13,398	)		(1,391,342	)
Proceeds from notes payable		19,610			915,157
Proceeds from debentures payable		-			460,000
Repayments on debentures payable		(100,000	)		-
Increase in amounts due to related parties		-			149,945
Proceeds received from exercise of warrants prior to issuing shares		39,689			46,910
Proceeds received from private placement		822,000			-
Private placement issuance costs		(7,476	)		-
Net cash provided by financing activities		760,425			180,670
Effect of exchange rates		(75,624	)		14,984
Net decrease in cash		(332,316	)		(222,432	)
Cash, beginning of period		429,171			455,872
Cash, end of period	$	96,855		$	233,440

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for:
Interest	$	150,141		$	125,041
Income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued to settle accounts payable	$	-		$	-

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

F-3

WESCORP ENERGY INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2009

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, 2008, included in the Company’s Form 10-K, which was 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-K. 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, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

NOTE 2 – AGREEMENT PAYABLE

On April 1, 2007, the Company did not deliver 800,000 free-trading shares called for under Tranche 2, Stage Three of the purchase agreements to acquire Vasjar Trading Ltd. (“Vasjar”), and thus the purchase agreements provide that the Company is required to issue the former Vasjar shareholders an additional 80,000 penalty common shares of the Company, compounded monthly, for each month that the free-trading shares are not delivered resulting in a charge to operations for the fair value of these penalty common shares. The aggregate penalty common shares under this stage resulted in a charge to operations of $769,725 for the six months ended June 30, 2009 ($513,304 for the six months ended June 30, 2008), based on the fair value of the shares. Through June 2009, the Company had recorded an aggregate charge to operations of $2,664,199 to issue an additional 9,687,995 penalty 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.

Included in the balance for the agreement payable at June 30, 2009 is $2,664,199 (December 31, 2008 – $1,894,474) for the fair value of the penalty common shares plus the fair value of the 800,000 shares relating to Tranche 2, Stage Three in the amount of $220,000 (December 31, 2008 – $296,000).

F-4

NOTE 3 – OPERATING SEGMENTS

The Company recognizes revenues, operating income, depreciation and amortization expense, total assets and capital expenditures by segment. Interest expense and other income (expense) are not monitored by segment. Summarized information for the Company’s reportable segments is contained in the following tables:

As of and for the three months ended June 30, 2009:

		Gas
		Measurement			Drilling			Corporate			Total
Revenues	$	299,047		$	73,038		$	-		$	372,085
Loss from operations		(193,673	)		(73,595	)		(943,836	)		(1,211,104	)
Depreciation and amortization		7,523			16,910			33,716			58,149
Total assets		959,288			144,748			523,595			1,627,631
Capital expenditures		-			-			-			-

As of and for the three months ended June 30, 2008:

		Gas
		Measurement			Drilling			Corporate			Total
Revenues	$	621,879		$	131,665		$	-		$	753,544
Loss from operations		(139,362	)		(42,663	)		(1,917,724	)		(2,099,749	)
Depreciation and amortization		13,730			15,178			44,380			73,288
Total assets		1,577,367			326,128			1,321,182			3,224,677
Capital expenditures		29,036			-			2,865			31,901

As of and for the six months ended June 30, 2009:

		Gas
		Measurement			Drilling			Corporate			Total
Revenues	$	667,772		$	273,912		$	-		$	941,684
Loss from operations		(357,398	)		(107,706	)		(1,749,198	)		(2,214,302	)
Depreciation and amortization		15,296			33,634			67,060			115,990
Total assets		959,288			144,748			523,595			1,627,631
Capital expenditures		-			-			-			-

As of and for the six months ended June 30, 2008:

		Gas
		Measurement			Drilling			Corporate			Total
Revenues	$	1,300,870		$	378,309		$	-		$	1,679,179
Loss from operations		(295,804	)		(70,723	)		(3,233,844	)		(3,600,371	)
Depreciation and amortization		28,409			30,332			86,865			145,606
Total assets		1,577,367			326,128			1,321,182			3,224,677
Capital expenditures		40,971			6,469			41,625			89,065

F-5

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Report on Form 10-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 (as defined below); (ii) our joint venture with Ellycrack (as defined below); (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 electronic flow meters and advanced turbine measurement technology. Flowstar 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 wellhead. 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 (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 various aspects of field operations. Specifically, the Wescorp NAVIGATOR can assist operators 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.

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 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:

Total Fluid – Our wholly-owned subsidiary, Total Fluid, owns a North American patent for certain oil- water separation technology. We are in the process of filing a provisional patent application for additional technology which we have developed in the same 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 technology to remove hydrocarbons from the oilfield water uses a patented

	aeration process that is expected to reduce the hydrocarbon content from the conventional 5,000 to 30,000 parts per million range to less than 100 parts per million. 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, 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 possibly expanding operations into the US.

Our sources of revenue now include (a) continued revenues from our subsidiary, Flowstar; (b) revenues from our subsidiary Wescorp Services (Navigator) (c) revenues from our subsidiary, Raider and (d) revenues from our subsidiary, Total Fluid.

Results for 2008 and the first six months of 2009 were not as strong as anticipated due to the world wide financial situation, and specifically, the sharp downturn in gas drilling and exploration. Performance for Flowstar during the first six months of 2009 was below average. The Raider division has shown encouraging sales considering the drilling market has been slow. Wescorp Services (Navigator) is a new business with strong potential for the future, but it may take some time for the sales to ramp-up.

Overall, the Company as a whole has yet to reach profitability and during the first six months ended June 30, 2009, 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.

Although we are somewhat optimistic regarding our future operations, based on our sales for the last three quarters of 2008, additional cash will be required: (i) to fund the purchase of sufficient inventory; (ii) to finance the build-up of trade accounts receivable; and (iii) to fund the ramp-up 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 debt, to finance the following:

The continued expansion of Flowstar operations within our current markets and possibly into the United States;
The business development and expansion of water and soil remediation technologies (Total Fluid and Raider), ;
The potential acquisition of possible new technologies and businesses related to one or more of 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 on, to a great extent, the continued employment of and performance by a highly qualified and committed group of senior management and key personnel. As we continue to grow and/or develop our business, the demands and skill sets of our senior management may change. We intend to hire, as needed, new executives 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
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 August 12, 2009, 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 should be smaller, 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.

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 has worked with Ellycrack on plans to develop a pilot plant. During the third quarter of 2005, we made various improvements to core technology within the Ellycrack process in order to optimize it for the pilot plant and subsequent commercial applications. As a result of those improvements, we scheduled tests for several major energy producers who have requested a demonstration of the Ellycrack process for possible consideration within their field operations as a commercial application. Those improvements and tests were very successful, resulting in a significant increase in the process’ upper limit of API upgrading. In 2005, we hired a major engineering firm to prepare the design for a 50 to 200 barrel-per-day pilot plant utilizing the Ellycrack technology. This design was completed in the first quarter of 2006. We have also hired an engineer who at the appropriate time would serve as project manager for pilot plant fabrication and to oversee Ellycrack-related operations.

We have moved the VISCOSITOR “test rig” from a research center at Trondheim, Norway to Canada 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.

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 to drive the development, commercialization and management of various aspects of field operators. Specifically, the Wescorp NAVIGATOR can assist operators 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.

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 a consulting agreement with each of Messrs. Bowhay and McCaw to provide various consulting services.

Total Fluid Solutions

Our wholly-owned subsidiary, Total Fluid Solutions Inc. (‘Total Fluid”), owns the world-wide rights to certain oil-water separation technology in the oil and gas field. The Canadian patent rights expire in March 2011. We have filed a provisional patent application for the worldwide oil and gas rights for additional technology in the same 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. We intend to use these technologies independently or in conjunction with each other or other water remediation technologies in order to address the critical water issues facing the oil and gas industry today.

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 technology to remove hydrocarbons from the oilfield water uses a patented aeration process that is expected to reduce the hydrocarbon content from the conventional range of 5,000 to 30,000 parts per million to less than 10 parts per million. 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.

The Total Fluid field testing has been completed at our industry-sponsored production facility, involving 120 oil and gas wells. During the last phase of our test period, we maintained over 90% uptime, with minimal interruptions. Our operational results have provided valuable data to our industry sponsors, allowing them to recommend technical improvements to our equipment, resulting in savings in operating costs. These independent third-party verified results showed that the H₂Omaxx unit reduced the hydrocarbon content in water down to below 10 parts per million.

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.

Since the beginning of the second quarter of 2008, we have demonstrated our unit to over 100 investors, clients, industry experts, and government officials. It is hoped that these demonstrations will lead to future sales opportunities of the unit. We have signed our first sales order for one unit with options for up to an additional 255 units over the next five years.

Wescorp has had extensive discussions with interested parties regarding a worldwide strategic marketing and distribution alliance for the H₂Omaxx technology in the oil and gas sector. A Letter of Intent for a Worldwide Exclusive Licensing Agreement to market and manufacture the H₂Omaxx technology was signed with Weatherford International Inc. The parties currently are negotiating an agreement.

Wescorp has moved its initial H₂Omaxx unit to Kansas where it is in operation with an independent oil and gas company that also has ordered a second unit. In addition, Wescorp has received an order for one H₂Omaxx unit and one HCXT unit from Western Canadian Oil Sands, Inc. for use in Northern Alberta.

In addition, Wescorp and Cancen Oil Canada Corporation (“Cancen”), an oilfield waste management and processing company based in western Canada, have entered into a 50:50 joint venture agreement. Under the terms of the joint venture agreement a combination of a minimum of 12 H2O Maxx water units and HCXT Solids units will be strategically installed over the next 12 months at Cancen’s facilities to significantly increase efficiency and reduce operating costs. As Cancen expands its operation it will be installing additional units. In addition, the joint venture intends to build additional portable units to provide remote onsite remediation for a number of Cancen’s clients.

Wescorp and Cancen are completing an assessment of Cancen’s facilities, and it is anticipated that by August 23, 2009 Cancen will post a $1,000,000 irrevocable line of credit for the immediate construction of three units to be deployed at Cancen’s facilities.

Under the terms of the agreement, Wescorp will be responsible for providing the intellectual property and technical support. Cancen will be responsible for operating and managing the joint venture and funding the operations, including, but not limited to, the construction and deployment costs of all H2Omaxx and HCXT remediation units.

The joint venture will share in the revenue generated by the use of Wescorp’s H2O Maxx and HCXT units at Cancen’s facilities.

Upon initial operation of the remediation units, the revenue will be split 25:75 (Wescorp: Cancen) until 110% of the construction costs are repaid to Cancen. Thereafter, the revenue will be shared on a 50:50 basis.

Raider Chemical Corporation

Our wholly-owned subsidiary, Raider Chemical Corporation (“Raider”), 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 the US and has four new chemicals which are being tested by prospective customers.

Operations Summary

Results from Operations – 2009 Compared to 2008

Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008

Revenues

Revenues during the quarter ended June 30, 2009 were $372,085, compared to $753,544 for the quarter ended June 30, 2008, a decrease of 381,459, or 102.5% . Revenues attributable to our wholly-owned subsidiary Flowstar were $299,047 (2008 - $621,879) while revenues of Raider contributed $73,038 (2008 - $131,665). This decrease is primarily attributed to the decline in the price of natural gas which has resulted in the customers of Flowstar and Raider to either defer or abandon plans to bring new wells into production. 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 49.5% and well completions are down 58.9% for gas wells in the quarter ended June 30, 2009 when compared to the same period for 2008 in the province of Alberta, Canada.

Also contributing to the decrease in revenue is the decline in the Canadian dollar relative to the US dollar. The average exchange rate for the Canadian dollar compared to the US dollar decreased by approximately 13.3% for the 2009 second quarter as compared with the same period of 2008. As virtually all revenue is from sales to customers in Canada, the decrease in the exchange rate had a significant impact on revenue for the six months ended June 30, 2009.

We continue to look for additional product offerings that will further expand our existing product line, and to find new market niches for our existing products. Flowstar has been focusing its sales efforts by identifying applications and markets where its electronic flow measurement systems have advantages over competing products in order to increase its market share in the Canadian natural gas flow measurement market. We also intend to utilize existing client and industry relationships to attract new customers. We believe that these efforts will lead to increases in revenues in the future, but there is no certainty that this will occur.

Cost of Sales

As a percentage of revenues, cost of sales for the quarter ended June 30, 2009 increased to 64.2% versus 53.2% for the quarter ended June 30, 2008. A significant portion of the inventory is purchased from suppliers in the U.S.A., and the cost of these goods has been higher when compared to the prior year due to the change in the exchange rate as described above. In addition, one of our major suppliers has increased the cost of its products significantly. Given the depressed market in the Canadian natural gas industry and the resulting decrease in drilling activity as described above, these costs could not be passed on to our customers. Also, pricing of products was reduced to try to stimulate demand. In addition, a portion of this increase can be attributed to the slightly lower margins achieved in the sale of Raider products versus those margins that are realized on the sale of Flowstar products and having a higher percentage of the sales this quarter being contributed by Raider.

Expenses

Operating expenses for the quarter ended June 30, 2009 were $1,344,136 versus $2,452,768 for the quarter ended June 30, 2008, a decrease of $1,108,632. The largest decreases in our operating expenses were in research and development, wages and benefits, legal and accounting, interest accreted on financial instruments, wages – stock based, interest, finance and bank charges, and consulting as explained below.

Costs for research and development dropped in the quarter ended June 30, 2009 to $54,137 compared to the $480,089 incurred in the quarter ended June 30, 2008. Most of this decrease can be attributed to a reduction in the costs incurred to develop the H₂Omaxx technology of Total Fluid. Expenditures, net of grant funds received, on developing this technology were only $52,476 for the three months ended June 30, 2009 while net costs of $365,157 were incurred in the corresponding period in 2008. In addition there was a reduction in costs associated with modifying the VISCOSITOR to be a 20 to 50 barrel-per-day pilot plant. With current efforts being concentrated on completing development of the H₂Omaxx technology, no resources were committed to the development of the VISCOSITOR in the quarter ended June 30, 2009, for which costs incurred in the second quarter of 2008 totaled $106,207. Two consulting contracts related to this project were terminated in the year ended December 31, 2008 and therefore costs that had been incurred in the quarter ended June 30, 2008 were not incurred in the quarter ended June 30, 2009.

Wages and benefits decreased to $434,647 during the quarter ended June 30, 2009 versus $655,713 during the quarter ended June 30, 2008, a decrease of $221,066. As most of the employees are paid in Canadian dollars, the Company realized a significant decrease in payroll costs due to the decrease in the Canadian dollar when compared to the US dollar as described above. Further savings can be attributed to not replacing employees who left the Company and the laying off of employees. In addition, commencing in October 2008 our Chief Financial Officer, who resigned in August 2009, was no longer receiving any compensation.

During the quarter ended June 30, 2008, 514,103 options to purchase common shares pursuant to employment agreements for executive officers vested and were valued at $143,000. In the same period for 2009 no options to purchase common shares pursuant to employment agreements for executive officers vested. Thus, the Company had a decrease of $143,000 in stock-based wages during the three months ended June 30, 2009 compared to the three months ended June 30, 2008.

Legal and accounting costs for the three months ended June 30, 2009 were $14,943, which was a decrease of $159,889 compared to the corresponding period of 2008. The decrease in 2009 is directly related to decreased audit fees and lower legal fees required for compliance with various regulatory filings, and for due diligence work undertaken with respect to potential business acquisitions and other contracts.

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 $64,110 in interest accretion related to the debt discount was charged to operations in the three 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 $83,195 related to the debt discount on the note was recorded. Total costs for the accretion of interest related to financial instruments incurred in the quarter ended June 30, 2008 was $147,305 while no costs were incurred in the quarter ended June 30, 2009 as there were no financial instruments that required amortization of debt discounts outstanding during that period.

We incurred interest, finance and bank charges of $135,248 for the quarter ended June 30, 2009 compared to $271,721 incurred during the quarter ended June 30, 2008. Most of the decrease can be attributed to the reduction in interest-bearing debt from $4,827,802 at June 30, 2008 to $3,994,875 at June 30, 2009. In addition, financing fees of $25,192 were incurred in the three months ended June 30, 2009 versus the $40,000 incurred in the quarter ended June 30, 2008.

Consulting fees incurred in the quarter ended June 30, 2009 in the amount of $58,897 were $46,204 lower than the $105,101 incurred in the same period for 2008. This decrease is a direct result of having fewer contracts with consultants in the three months ended June 30, 2009 when compared to the same period in 2008. The costs associated with the new consulting contracts that did not exist in the second quarter of 2008 were for lower amounts than those that have terminated since June 30, 2008.

Office expenses for the quarter ended June 30, 2009 were $145,472 compared to $175,475 for the quarter ended June 30, 2008. The decrease of $30,003 is a direct result of the decreased cost of rental space for the office in Houston, Texas, and decreased spending for the operations of Wescorp Navigator. As a greater portion of the office expenses in the current period were incurred in Canadian dollars instead of US dollars, some additional savings were also realized by the reduction in the exchange rate for the Canadian dollar.

Travel expenses during the quarter ended June 30, 2009 decreased by $16,937 versus the quarter ended June 30, 2008, a direct result of reduced marketing of Wescorp Navigator, Wescorp, and Flowstar in international markets and decreased activity in the Ellycrack project.

Due to the downturn in the Alberta natural gas market there has been less activity in Flowstar resulting in a corresponding decrease in travel costs for that division. Travel costs for Flowstar decreased to $19,322 in the quarter ended June 30, 2009 versus the $34,830 incurred in the same period for 2008. As a greater portion of the travel expenses in the current period were incurred in Canadian dollars instead of US dollars, some additional savings were also realized by the reduction in the exchange rate for the Canadian dollar.

Depreciation and amortization expense for the quarter ended June 30, 2009 was $58,149 versus $73,288 for the quarter ended June 30, 2008, a decrease of $15,139. This decrease was a direct result of having fully depreciated property and equipment as at December 31, 2008 that were still being utilized by the Company in the second quarter of 2009. The value of property and equipment that was not fully depreciated at June 30, 2008 was higher than at June 30, 2009.

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, 2009, the Company incurred $14,247 in directors’ fees compared to $18,434 for the same period in 2008. The lower costs are a direct result of a slight decrease in the market price of Wescorp shares.

Insurance expense for the quarter ended June 30, 2009 was $31,074 compared to $33,924 for the quarter ended June 30, 2008. The decrease is due to a reduction in our premium for our comprehensive insurance partially offset by a slight increase in our directors’ and officers’ liability insurance.

The above decreases were partially offset by an increase in stock-based advertising and investor relations costs. During the quarter ended June 30, 2009, 600,000 options to purchase common shares pursuant to investor relations agreements vested and were valued at $226,600. In the same period for 2008, no options to purchase common shares pursuant to investor relations agreements vested. Thus, the Company had an increase of $226,600 in stock-based advertising and investor relations costs during the three months ended June 30, 2009 when compared to the three months ended June 30, 2008.

Advertising and investor relations expenses increased by $13,773 to $86,892 for the quarter ended June 30, 2009 versus $73,119 reported for the quarter ended June 30, 2008. This increase is a direct result of the amount reported in the 2008 figures being decreased due to 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 2009 for promotion of the Wescorp Navigator, Flowstar, and Total Fluid product offerings were less than those incurred in the same period of 2008.

Other Income and Expenses

For the quarter ended June 30, 2009, other expenses have increased by $123,838 from the same period in 2008.

We did not deliver free-trading shares called for under Tranche 2, Stage Three of the agreement to acquire Vasjar. Under the terms of the agreement we are required to pay the former Vasjar shareholders an additional 2,608,209 Wescorp common shares for the three months ended June 30, 2009. This resulted in an accrual of $327,870 being recorded for the quarter ended June 30, 2009, (June 30, 2008 - $272,790) which reflects the increase in shares needed to be delivered and the closing trading price of Wescorp shares as at June 30, 2009.

The foreign currency loss of $37,207 for the quarter ended June 30, 2009 is a direct result of the Canadian dollar being slightly stronger than the U.S. dollar at June 30, 2009 when compared to March 31, 2009. Many payables are denominated in Canadian dollars and as that currency strengthens exchange losses result when payables are settled. The foreign currency gain of $16,200 for the quarter ended June 30, 2008 was a direct result of the stronger Canadian dollar on Wescorp’s 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. The gain in the quarter ended June 30, 2008 was partially offset by the effect of the stronger Canadian dollar on the Company’s payables denominated in Canadian dollars.

Interest income for the three months ended June 30, 2008 is directly related to the short-term investment made in June 2007. This short-term investment was redeemed in June of 2008; therefore no corresponding interest income was earned in the same period for 2009.

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 quarter ended June 30, 2009.

Net Loss

The net loss for the quarter ended June 30, 2009 of $1,569,303 compared to a net loss of $2,334,110 for 2008 is due to the net effect of the decrease in operating expenses of $1,108,632, partially offset by the decrease in gross profit of $219,987 and an increase of $123,838 in other expenses, as explained above.

Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008

Revenues

Revenues during the six months ended June 30, 2009 were $941,684 compared to $1,679,179 for the six months ended June 30, 2008, a decrease of $737,495, or 43.9% . Revenues attributable to our wholly-owned subsidiary Flowstar were $667,772 (2008 - $1,300,870) while revenues of Raider contributed $273,912 (2008 - $378,309). This decrease is primarily attributed to the decline in the price of natural gas which has resulted in the customers of Flowstar to either defer or abandon plans to bring new wells into production. 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 49.0% and well completions are down 43.3% for gas wells in the first six months of 2009 when compared to the same period for 2008 in the province of Alberta, Canada.

Also contributing to the decrease in revenue is the decline in the Canadian dollar relative to the US dollar. The average exchange rate for the Canadian dollar compared to the US dollar decreased by approximately 16.3% for the six months ended June 30, 2009 as compared with the same period of the prior year. As virtually all revenue is from sales to customers in Canada, the decrease in the exchange rate had a significant impact on revenue for the six months ended June 30, 2009.

Cost of Sales

As a percentage of revenues, cost of sales for the six months ended June 30, 2009 increased to 64.5% versus 53.3% for the six months ended June 30, 2008. A significant portion of the inventory is purchased from suppliers in the U.S.A., and the cost of these goods has been higher when compared to the prior year due to the change in the exchange rate as described above. In addition, one of our major suppliers has increased the cost of its products significantly. Given the depressed market in the Canadian natural gas industry and the resulting decrease in drilling activity as described above, these costs could not be passed on to our customers. Also, pricing of products was reduced to try to stimulate demand. In addition, a portion of this increase can be attributed to the slightly lower margins achieved in the sale of Raider products versus those margins that are realized on the sale of Flowstar products and having a higher percentage of the sales in this six-month period being contributed by Raider.

Expenses

Operating expenses for the six months ended June 30, 2009 were $2,548,491 versus $4,384,704 for the six months ended June 30, 2008, a decrease of $1,836,213. The largest decreases in our operating expenses were in research and development, wages and benefits, interest accreted on financial instruments, legal and accounting, advertising and investor relations, interest, finance and bank charges, stock-based wages, travel, office, and consulting as explained below.

Costs for research and development dropped in the six months ended June 30, 2009 to $80,938 compared to the $523,690 incurred in the six months ended June 30, 2008. Most of this decrease can be attributed to a reduction in the costs incurred to develop the H₂Omaxx technology of Total Fluid. Expenditures, net of grant funds received, on developing this technology were only $84,384 for the six months ended June 30, 2009 while net costs of $240,648 were incurred in the corresponding period in 2008. In addition there was a reduction in costs associated with modifying the VISCOSITOR to be a 20 to 50 barrel-per-day pilot plant. With current efforts being concentrated on completing development of the H₂Omaxx technology, no resources were committed to the development of the VISCOSITOR in the six months ended June 30, 2009 while costs incurred in the six months ended June 30, 2008 totaled $267,225. Two consulting contracts related to this project were terminated in the year ended December 31, 2008 and therefore costs that had been incurred in the six months ended June 30, 2008 were not incurred in the six months ended June 30, 2009.

Wages and benefits decreased to $924,211 during the six months ended June 30, 2009 versus $1,301,227 during the six months ended June 30, 2008, a decrease of $377,016. As most of the employees are paid in Canadian dollars, the Company realized a significant decrease in payroll costs due to the decrease in the Canadian dollar when compared to the US dollar as described above. Further savings can be attributed to not replacing employees who left the Company and the laying off of employees. In addition, commencing in October 2008 our Chief Financial Officer, who resigned in August 2009, is no longer receiving any compensation.

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 on the note was recorded. Total costs for the accretion of interest related to financial instruments incurred in the six months ended June 30, 2008 was $297,922 while no costs were incurred in the six months ended June 30, 2009 as there were no financial instruments that required amortization of debt discounts outstanding during that period.

Legal and accounting costs for the six months ended June 30, 2009 were $76,743, which was a decrease of $189,533 compared to the corresponding period of 2008. The decrease in 2009 is directly related to decreased audit fees and lower legal fees required for compliance with various regulatory filings, and for due diligence work undertaken with respect to potential business acquisitions and other contracts. These decreases were offset by partially higher costs related to SOX 404 compliance.

Advertising and investor relations expenses decreased by $175,574 to $139,651 for the six months ended June 30, 2009 versus $315,225 reported for the six months ended June 30, 2008. This decrease is a direct result of significant costs that were incurred in the first six months, particularly in the first quarter, of 2008 for brand imaging and extensive promotion of the Wescorp Navigator and Flowstar product offerings were not incurred in 2009. In addition, the contracts for investor relations consulting services in the six months ended June 30, 2009 were for lower amounts than the contracts that existed during the six months ended June 30, 2008.

We incurred interest, finance and bank charges of $249,136 for the six months ended June 30, 2009 compared to $405,073 incurred during the six months ended June 30, 2008. Most of the decrease can be attributed to the reduction in interest-bearing debt from $4,827,802 at June 30, 2008 to $3,994,875 at June 30, 2009. In addition, financing fees of $25,192 were incurred in the six months ended June 30, 2009 versus the $92,196 incurred in the six months ended June 30, 2008.

During the six months ended June 30, 2009, 100,000 options to purchase common shares pursuant to employment agreements for executive officers vested and were valued at $35,500. In the same period for 2008, 573,627 options to purchase common shares pursuant to employment agreements for executive officers vested and were valued at $157,600. Thus, the Company had a decrease of $122,100 in stock-based wages during the six months ended June 30, 2009 compared to the six months ended June 30, 2008.

Travel expenses during the six months ended June 30, 2009 decreased by $103,510 versus the six months ended June 30, 2008, a direct result of reduced marketing of Wescorp Navigator, Wescorp, and Flowstar in international markets and decreased activity in the Ellycrack project. Travel costs for Total Fluid decreased to $29,740 in the six months ended June 30, 2009 versus the $41,940 incurred in the same period for 2008. Due to the downturn in the Alberta natural gas market, there has been less activity in Flowstar resulting in a corresponding decrease in travel costs for that division. Travel costs for Flowstar decreased to $40,443 in the six months ended June 30, 2009 versus the $56,592 incurred in the same period for 2008. As a greater portion of the travel expenses in the current period were incurred in Canadian dollars instead of US dollars, some additional savings were also realized by the reduction in the exchange rate for the Canadian dollar.

Office expenses for the six months ended June 30, 2009 were $268,405 compared to $359,600 for the six months ended June 30, 2008. The decrease of $91,195 is a direct result of the decreased cost of rental space for the office in Houston, Texas, and decreased spending for the operations of Wescorp Navigator and reductions in cellular telephone charges due to decreases in travel outside of North America. As a greater portion of the office expenses in the current period were incurred in Canadian dollars instead of US dollars some additional savings were also realized by the reduction in the exchange rate for the Canadian dollar.

Consulting fees incurred in the current six month period in the amount of $211,453 were $56,519 lower than the $267,972 incurred in the same period for 2008. This decrease is a direct result of having fewer contracts with consultants in the six months ended June 30, 2009 when compared to the same period in 2008. The costs associated with the new consulting contracts that did not exist in the first six months of 2008 were for lower amounts than those that have terminated since June 30, 2008. Included in the costs for consulting in the six months ended June 30, 2009 was $99,900 for the value of shares issued pursuant to consulting agreements. Only $14,333 in corresponding costs for consulting fees paid with shares were incurred in the six months ended June 30, 2008.

Depreciation and amortization expense for the six months ended June 30, 2009 was $115,990 versus $145,606 for the six months ended June 30, 2008, a decrease of $29,616. This decrease was a direct result of having fully depreciated property and equipment as at December 31, 2008 that were still being utilized by the Company in the first six months of 2009. The value of property and equipment that was not fully depreciated at June 30, 2008 was higher than at June 30, 2009.

Insurance expense for the six months ended June 30, 2009 was $59,322 compared to $71,550 for the six months ended June 30, 2008. The decrease is due to a reduction in our premium for our comprehensive insurance partially offset by a slight increase in our directors’ and officers’ liability insurance.

The above decreases were partially offset by an increase in stock-based advertising and investor relations costs. During the six months ended June 30, 2009, 600,000 options to purchase common shares pursuant to investor relations agreements vested and were valued at $226,600. In the same period for 2008, no options to purchase common shares pursuant to investor relations agreements vested. Thus, the Company had an increase of $226,600 in stock-based advertising and investor relations costs during the six months ended June 30, 2009 when compared to the six months ended June 30, 2008.

Other Income and Expenses

For the six months ended June 30, 2009, other expenses have increased by $331,531 from the same period in 2008. This increase is the net result of the matters described below.

We did not deliver free-trading shares called for under Tranche 2, Stage Three of the agreement to acquire Vasjar. Under the terms of the agreement we are required to pay the former Vasjar shareholders an additional 4,567,795 Wescorp common shares for the six months ended June 30, 2009. This resulted in an accrual of $769,725 being recorded for the six months ended June 30, 2009, (June 30, 2008 - $513,304) which reflects the increase in shares needed to be delivered and the closing trading price of Wescorp shares as at June 30, 2009.

The foreign currency loss of $34,655 for the six months ended June 30, 2009 is a direct result of the Canadian dollar being slightly stronger than the U.S. dollar at June 30, 2009 when compared to December 31, 2008. Many payables are denominated in Canadian dollars and as that currency strengthens exchange losses result when payables are settled. The foreign currency loss of $38,799 for the six months ended June 30, 2008 was 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, redeemed in June 2008, of approximately $1,478,400 denominated in Canadian dollars which decreased in value as the Canadian dollar weakened against the U.S. dollar. Some of the losses incurred in 2008 were offset, as many payables were denominated in Canadian dollars and as that currency weakened, exchange gains resulted when the payables were settled.

Interest income for the six months ended June 30, 2008 is directly related to the short-term investment made in June 2007. This short-term investment was redeemed in June of 2008; therefore no corresponding interest income was earned in the same period for 2009.

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, 2009.

The gain on the disposal of investment for the six months ended June 30, 2008 is the direct result of disposing of 4.5% of the investment in Tarblaster AS.

Net Loss

The net loss for the six months ended June 30, 2009, of $ $3,011,804 compared to a net loss of $4,066,342 for 2008 is due to the net effect of the decrease in operating expenses of $1,836,213, partially offset by the decrease in gross profit of $450,144 and an increase of $331,531 in other expenses, as explained above.

Continued Liquidity and Financing of Business Plan

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

from operations in 2009, 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 pursuing financing for our 2009 operations and investment plan. Our total anticipated funding requirement through the end of 2009 is estimated to be approximately three 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 or on acceptable terms.

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, the potential acquisition of one or more new businesses and/or technologies, and the costs of developing and marketing the next in the series of environmental remediation technologies acquired in late 2007. However, there may be some small purchases of office equipment and shop equipment as required.

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

(a) Disclosure 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 Principal Financial Officer and Principal Executive Officer concluded that, as of June 30, 2009, our disclosure controls and procedures are effective to satisfy the objectives for which they are intended.

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS.

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

2.2	Share Purchase Agreement dated as of January 14, 2004 between the Company and the Trustee of the Epitihia Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.3	Share Purchase Agreement dated as of January 14, 2004 between the Company and the Trustee of the Abuelo Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.4	Share Purchase and Subscription Amending Agreement dated January 14, 2004 among the Company, 1049265 Alberta Ltd., Flowray, Flowstar, New Millennium and Gregory Burghardt. (Incorporated by reference to the Company’s Current Report on Form 8- K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.5	Share Purchase Agreement dated as of January 14, 2004 between the Company and Epitihia Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.6	Share Purchase Agreement dated as of January 14, 2004 between the Company and Abuelo Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.7	Share Purchase Option Agreement dated February 10, 2004 between the Company and Olav Ellingsen (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2004, File No. 000-30095.)

2.8	Amending Agreement dated as of June 16, 2004 between the Company and the Trustee of the Epitihia Trust. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000- 30095.)

2.9	Amending Agreement dated as of June 16, 2004 between the Company and the Trustee of the Abuelo Trust. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000- 30095.)

2.10	Form of Subscription Agreement dated March 15, 2005 by and between Wescorp and the Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2005, File No. 000-30095.)

2.11	Form of Subscription Agreement dated April 28, 2005 between and Wescorp and the Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 000- 30095.)

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

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

2.14	Purchase Agreement dated March 23, 2007 between the Company and 306538 Alberta Ltd. (Incorporated by reference to the Company’s Current Report on Form 8-k filed with the Commission on March 27, 2007, File No. 000-30095.)

2.15	Agreement and Plan of Merger between the Company and Strategic Decision Sciences, USA, Inc. dated as of September 5, 2007 (Incorporated by reference to Form 8-K filed on September 11, 2007.)

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	Amended and Restated Bylaws (Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Commission on April 15, 2009, 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.)

4.7	Form of Debenture Certificate 14% Redeemable Secured Debenture issued to Non-United States Residents (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 20, 2008.)

4.8	Form of Warrant issued to Non-United States Residents (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 20, 2008.)

4.9	Form of Warrant issued to Non-United States Residents (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2009.)

10.1	Hypothecation Agreement dated as of July 6, 2004 between the Company, the Trustee of the Epitihia Trust and Yearwood & Boyce. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000-30095.)

10.2	Hypothecation Agreement dated as of July 6, 2004 between the Company, the Trustee of the Abuelo Trust and Yearwood & Boyce. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000-30095.)

10.3	License Agreement dated and effective December 1, 2001 between Flowray and Flowstar Technologies, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000- 30095.)

10.4	Memorandum of Understanding, dated as of September 21, 2004 between the Company and Ellycrack AS (Incorporated by reference to Form 8-K filed on September 23, 2004.)

10.5 **	Employment Agreement dated as of September 1, 2007 by and among the Company and Douglas Biles (Incorporated by reference to Form 8-K filed on September 21, 2007.)

10.6	Letter Agreement, dated as of November 22, 2006, between the Company and Jack Huber (Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed with the Commission on April 11, 2007, File No. 000-30095.)

10.7 **	Employment Agreement dated as of September 1, 2007 between the Company and Scott Shemwell (Incorporated by reference to Form 8-K filed on September 21, 2007.)

10.8 **	Consulting Agreement dated as of September 1, 2007 between the Company and Steve Cowper (Incorporated by reference to Form 8-K filed on September 21, 2007.)

10.9	Asset Purchase Agreement, dated as of December 18, 2007, by and among Wescorp Technologies Ltd., FEP Services Inc., Kyle Plante and Norman Plante (Incorporated by reference to Form 8-K filed on December 21, 2007.)

10.10	September 13, 2007 Letter Agreement between the Company and Jack Huber regarding the retirement of certain debt. (Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed with the Commission on May 15, 2008, File No. 000-30095.)

10.11	December 19, 2007 Letter Agreement between the Company and Jack Huber regarding the retirement of certain debt. (Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed with the Commission on May 15, 2008, File No. 000-30095.)

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

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

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

* Filed herewith.

** Management contracts or compensatory plans or arrangements.

SIGNATURES

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

	Wescorp Energy, Inc.

Date: August 13, 2009	By: /s/ Douglas Biles
	Douglas Biles
	Chief Executive Officer
	(Principal Executive Officer)

Date: August 13, 2009	By: /s / Blaine Miciak
	Blaine Miciak
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT INDEX

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

2.2	Share Purchase Agreement dated as of January 14, 2004 between the Company and the Trustee of the Epitihia Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.3	Share Purchase Agreement dated as of January 14, 2004 between the Company and the Trustee of the Abuelo Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.4	Share Purchase and Subscription Amending Agreement dated January 14, 2004 among the Company, 1049265 Alberta Ltd., Flowray, Flowstar, New Millennium and Gregory Burghardt. (Incorporated by reference to the Company’s Current Report on Form 8- K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.5	Share Purchase Agreement dated as of January 14, 2004 between the Company and Epitihia Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.6	Share Purchase Agreement dated as of January 14, 2004 between the Company and Abuelo Trust. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

2.7	Share Purchase Option Agreement dated February 10, 2004 between the Company and Olav Ellingsen (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2004, File No. 000-30095.)

2.8	Amending Agreement dated as of June 16, 2004 between the Company and the Trustee of the Epitihia Trust. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000- 30095.)

2.9	Amending Agreement dated as of June 16, 2004 between the Company and the Trustee of the Abuelo Trust. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000- 30095.)

2.10	Form of Subscription Agreement dated March 15, 2005 by and between Wescorp and the Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2005, File No. 000-30095.)

2.11	Form of Subscription Agreement dated April 28, 2005 between and Wescorp and the Purchaser named therein. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 29, 2005, File No. 000- 30095.)

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

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

2.14	Purchase Agreement dated March 23, 2007 between the Company and 306538 Alberta Ltd. (Incorporated by reference to the Company’s Current Report on Form 8-k filed with the Commission on March 27, 2007, File No. 000-30095.)

2.15	Agreement and Plan of Merger between the Company and Strategic Decision Sciences, USA, Inc. dated as of September 5, 2007 (Incorporated by reference to Form 8-K filed on September 11, 2007.)

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	Amended and Restated Bylaws (Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Commission on April 15, 2009, 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.)

4.7	Form of Debenture Certificate 14% Redeemable Secured Debenture issued to Non-United States Residents (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 20, 2008.)

4.8	Form of Warrant issued to Non-United States Residents (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 20, 2008.)

4.9	Form of Warrant issued to Non-United States Residents (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2009.)

10.1	Hypothecation Agreement dated as of July 6, 2004 between the Company, the Trustee of the Epitihia Trust and Yearwood & Boyce. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000-30095.)

10.2	Hypothecation Agreement dated as of July 6, 2004 between the Company, the Trustee of the Abuelo Trust and Yearwood & Boyce. (Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed with the Commission on August 26, 2004, File No. 000-30095.)

10.3	License Agreement dated and effective December 1, 2001 between Flowray and Flowstar Technologies, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on May 12, 2004, File No. 000-30095.)

10.4	Memorandum of Understanding, dated as of September 21, 2004 between the Company and Ellycrack AS (Incorporated by reference to Form 8-K filed on September 23, 2004.)

10.5 **	Employment Agreement dated as of September 1, 2007 by and among the Company and Douglas Biles (Incorporated by reference to Form 8-K filed on September 21, 2007.)

10.6	Letter Agreement, dated as of November 22, 2006, between the Company and Jack Huber (Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed with the Commission on April 11, 2007, File No. 000-30095.)

10.7 **	Employment Agreement dated as of September 1, 2007 between the Company and Scott Shemwell (Incorporated by reference to Form 8-K filed on September 21, 2007.)

10.8 **	Consulting Agreement dated as of September 1, 2007 between the Company and Steve Cowper (Incorporated by reference to Form 8-K filed on September 21, 2007.)

10.9	Asset Purchase Agreement, dated as of December 18, 2007, by and among Wescorp Technologies Ltd., FEP Services Inc., Kyle Plante and Norman Plante (Incorporated by reference to Form 8-K filed on December 21, 2007.)

10.10	September 13, 2007 Letter Agreement between the Company and Jack Huber regarding the retirement of certain debt. (Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed with the Commission on May 15, 2008, File No. 000-30095.)

10.11	December 19, 2007 Letter Agreement between the Company and Jack Huber regarding the retirement of certain debt. (Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed with the Commission on May 15, 2008, File No. 000-30095.)

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

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

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

*	Filed herewith.

**	Management contracts or compensatory plans or arrangements.