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

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2010 OR

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

For the transition period from __________to __________

Commission File Number 000-30095

WESCORP ENERGY INC.
(Exact Name of Registrant Specified In Its Charter)

Delaware	98-0447716
State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization	Identification No.)

Suite 400, 435 – 4^thAvenue S.W., Calgary, Alberta, Canada T2P 3A8
(Address of Principal Executive Offices) (Zip Code)

(403) 206-3990
Issuer’s Telephone Number

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $.0001 Par Value	OTC Bulletin Board

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X

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

Indicate by check mark whether the registrant 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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 by Rule 12b-2 of the Exchange Act). Yes__ No X

The aggregate market value of the voting common stock held by non-affiliates of the registrant at the close of business on June 30, 2010, was $24,875,828. Without asserting that any director or executive officer of the registrant, or the beneficial owner of more than five percent of the registrant’s common stock, is an affiliate, the shares of which they are the beneficial owners have been deemed to be owned by affiliates solely for this calculation.

There were 122,362,558 shares of registrant’s common stock outstanding as of April 8, 2011.

TABLE OF CONTENTS	Page
FORWARD LOOKING STATEMENTS	4
Item 1. Description of Business	4
Item 1A. Risk Factors	14
Item 2. Properties	18
Item 3. Legal Proceedings	18
Item 4. [Removed and Reserved]	18
Item 5. Market For Common Equity and Related Stockholder Matters	19
Item 6. Selected Financial Data	21
Item 7. Management’s Discussion and Analysis or Plan of Operation	21
Item 8. Financial Statements	29
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A. Control and Procedures	28
Item 9B. Other Information	30
Item 10. Directors, Executive Officers: and Corporate Governance; Compliance With Section 16(a) of the Exchange Act	31
Item 11. Executive Compensation	33
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13. Certain Relationships and Related Transactions and Director Independence	39
Item 14. Principal Accountant Fees and Services	40
Item 15. Exhibits, Financial Statement Schedules	41

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K for the year ended December 31, 2010 (the “Annual Report”) 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 Annual Report, readers are urged to read carefully all cautionary statements – including those contained in other sections of this Annual Report. Among said risks and uncertainties are the following risks:

there may not be adequate capital to fund our business;
our water remediation technologies may not receive sufficient market demand or be commercially successful;
our water remediation technology may be replaced in the market by a more technically advanced process;
we may not be able to adequately protect our intellectual property, which may affect the realizable value of our investment;
sales of Raider Chemical product have ceased with the discontinuation of these activities;
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 CO₂related issues) and the costs associated with such regulated industries increases the costs of doing business;
management may not be able to integrate any technologies acquired;
management may not be able to carry out its business plan and to manage its growth effectively and efficiently;
management may not be able to effectively deal with current and future competitive forces in the market;
we may not be able to manage any foreign exchange risk adequately;
we could face significant liabilities in connection with our technology and operations, which if incurred beyond any insurance limits, could adversely affect our business and financial condition;
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;
our need for additional capital may harm our financial condition or limit our ability to fund acquisitions; and
if acquisitions are completed, they may be unsuccessful for technical, economic or other reasons.

Any of the factors listed above and other factors contained in this Annual Report could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf. We cannot assure you that our future results will meet our expectations. Additional statements concerning important factors that could cause actual results to differ materially from our expectations are disclosed in the “Risk Factors” section and elsewhere in this Annual Report. In addition, the words “believe,” “may”, “will”, “when”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions, as they relate to the Company, our business or our management, are intended to identify forward-looking statements. All written and oral forward-looking statements attributable to us or persons acting on our behalf subsequent to the date of this Annual Report are expressly qualified in their entirety by the foregoing risks and those set forth in the “Risk Factors” section below.

Our forward-looking statements speak only as of the date made.

CURRENCIES

All amounts expressed herein are in U.S. dollars unless otherwise indicated. Amounts expressed in Canadian dollars are preceded by the symbol “CAD”.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

During 2010, Wescorp Energy Inc. (referred to herein as “we”, “us”, “our”, “Wescorp”, “the Company” or “our Company”)-completed its transition from a broad oil and gas technology incubator company to a clean water technology company. Wescorp holds three technologies: the H₂Omaxx oil-water separation technology, the HCXT oil-solids technology, and a desalinization technology. For 2010 Wescorp focused on commercializing its key technology, the H₂Omaxx, which significantly reduces hydrocarbon contaminated water treatment and disposal costs for oil and gas producers. The H₂Omaxx also has applications to the marine (shipping) and other hydrocarbon industries.

During 2010, we operated primarily through three Subsidiary Business Units, or SBUs, including; (i) Total Fluid Solutions Inc. (“Total Fluid”), which holds the hydrocarbon rights to the H₂Omaxx, rights to the HCXT and rights to the Makon technologies; (ii)Raider Chemical Corporation (“Raider”), and; (iii) Flowstar Technologies Inc. (“Flowstar”). We divested Flowstar on January 4, 2010 and discontinued operations in Raider in October, 2010. A short synopsis of each business unit and our recent business activities follows. Our corporate offices are located at Suite 400, 435 – 4th Avenue S.W., Calgary, Alberta, Canada T2P 3A8, and the telephone number there is (403) 206-3990. Our website is http://www.wescorpenergy.com.

Total Fluid Solutions Inc. and Raider Chemical Corporation

On December 18, 2007, Wescorp Technologies Ltd, our wholly-owned subsidiary, acquired from FEP Services, Inc. (“FEP”), certain rights to three different water remediation technologies and assets that we used to create two new SBU’s - Total Fluid Solutions Inc. and Raider Chemical Corporation. The original aerator patents used in the H₂Omaxx technology have expired, however Process Patents covering the H₂Omaxx have been applied for in the United States and Canada. 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.

In consideration for the acquisition of these assets and technologies, Wescorp Technologies assumed liabilities of approximately $240,000 and delivered to FEP (i) a two-year promissory note in the face amount of $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 Quest Inc. (“Oilsands”). Also in connection with this acquisition, 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. Under the consulting agreements, Wescorp Technologies agreed to pay consulting fees and deliver 100,000 restricted shares of Wescorp common stock to each of Messrs. Bowhay and McCaw.

Total Fluid – H₂Omaxx and HCXT

Our wholly owned subsidiary, Total Fluid Solutions Inc., owns the proprietary hydrocarbon rights to the H₂Omaxx oil-water separation technology. The original aerator patents used in the H₂Omaxx technology have expired, however Process Patents covering the H₂Omaxx have been applied for in the United States and Canada. We also have proprietary rights to the HCXT 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 H₂Omaxx uses a unique 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 10 parts per million. The H₂Omaxx can remove hydrocarbon contaminants and ultra small solids from industrial water, often without the need for chemicals, filters, heat, or long-term gravity storage. The H₂Omaxx technology has a wide potential for various oil and gas water uses, both onshore and offshore.

The HCXT technology for the removal of solids from 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 oil or gas wells. The solids are cleaned to a standard that allows them to be used in construction.

The third technology, to remove salt from the oilfield water, uses a low-energy process of flash distillation to separate the salts from the water. However, Management has shelved this technology development until the H₂Omaxx and HCXT technologies achieve commercial success, of which there is no assurance.

Wescorp, on behalf of Total Fluid, previously signed a Letter of Intent (“LOI”) with Cancen Oil Canada Corporation (‘Cancen”) (an oilfield waste management and processing company based in Western Canada) to install a mix of 12 units of H₂Omaxx and HCXTin 2010, at Cancen’s expense, on their sites. The LOI contemplated a certain split of the increased operating profit on the Cancen sites arising from Cancen’s utilizing of Wescorp’s technology, and a potentially exclusive relationship for Western Canadian oilfield waste management services. However, Cancen was unable to complete a corporate financing, which would have enabled Cancen to proceed with its commitment. Accordingly, Wescorp has proceeded to market its technologies directly to other oilfield waste management customers both in Western Canada and elsewhere.

Raider Chemical Corporation

Our wholly owned subsidiary, Raider Chemical Corporation, designed and manufactured specialized chemicals used in the cementing and stimulation services area, within the oil and gas industry.

In October, 2010, we closed the operations of this business unit in order to focus on the H₂Omaxx technology

Flowstar Technologies Inc.

In June 2003, we entered into an agreement to purchase 100% of the outstanding shares of two companies, Flowstar and Flowray, which was subsequently amended in January 2004. On March 31, 2004, Wescorp, through our Alberta subsidiary, 1049265 Alberta Ltd., completed the acquisition of 100% of the outstanding shares of Flowstar and Flowray. Flowstar and Flowray were legally amalgamated on December 31, 2004 into one company that continued under the name Flowstar Technologies Inc.

As part of the acquisition of Flowstar, the Company concluded the acquisition of 100% of the outstanding shares of Vasjar Trading Ltd. (“Vasjar”) on August 19, 2004. Vasjar in turn owns five Barbadian subsidiaries including 100% of the outstanding shares of Quadra. Vasjar’s wholly owned subsidiary Quadra owns the rights to the technology related to the DCR system described below. Flowstar, Flowray, Vasjar, and its subsidiaries (“Flowstar Group”) are involved in the natural gas flow measurement and service industry in North America.

Flowstar’s principal product was an electronic gas flow measurement and well monitoring system that had proven to be effective, but required significant funding to become commercially successful.

On January 5, 2010, Flowstar was sold to a full-service engineering firm based in Alberta, Canada. In September, 2010 Vasjar and its subsidiaries were sold to a third party based in the United Kingdom.

Corporate History

On August 11, 1998, we were formed as a Delaware corporation with the name “Unique Bagel Co., Inc.” and operated in the business of developing, producing and marketing a line of bagels and other bread products. On January 10, 2001, we changed our name to “CTI Diversified Holdings, Inc.” and changed our business to providing North American IT, ISP, and ASP products and services for introduction and distribution into the Asian e-security, e-business and e-financial markets as well as providing consulting services for IT security. Effective December 22, 2003, we changed our name to “Wescorp Energy Inc.” and adopted a new business plan to incorporate the business and technologies of Flowstar and Flowray.

OUR BUSINESS PLAN AS A WATER TECHNOLOGY COMPANY

The oil and gas industry annually spends $50B worldwide on separating hydrocarbons (“oil”) from water. America’s major new shale gas plays, the opening of off-shore resources, and drilling in the far north will cause water recycling and remediation costs to escalate further. The Gulf of Mexico oil leak disaster will accelerate regulatory standards.

The primary technologies utilized by industry to separate oil and water, such as heat, gravity and time, have not meaningfully changed for over 50 years, and have limited effectiveness. Technological additions, such as filters and chemicals, have enabled improved effectiveness, but at increased cost, liability and with limited reliability. Even with filters and chemicals, contaminated water can only be disposed of in great volume as waste, rather than recycled and reused.

Wescorp believes that there will also be a move toward accelerated industry investment to water cleaning and reuse, rather than continuous consumption, contamination and disposal. The H₂Omaxx technology will play an important role in the following five areas.

	1.	PRODUCED WATER

		Produced water is contaminated water brought to the surface when oil or natural gas is raised. The produced water industry in volume alone is three times the size of the oil industry. The world manages and disposes of more than 210 million barrels of produced water each and every day ¹. U.S. wells produce an average of more than seven barrels of water for each barrel of oil, while the world average is three barrels of water for each barrel of oil². Produced water handling and treatment represents an $18 billion cost to the oil and gas industry in the U.S. ³

	Produced water treatment costs will increase due to environmental laws and growing demand. Costs are also rising because new oilfield recovery techniques involve injecting massive amounts of fresh water into older wells. Many of North America’s largest hydrocarbon deposits require substantial volumes of water to bring oil and gas to the surface.

2.	HYDRAULIC FRACTURING

	Hydraulic Fracturing is a common secondary recovery system that involves injecting deep wells with a solution containing a mixture that is over 90% water. The water then needs to be recovered and cleaned or disposed. H₂Omaxx technology allows the water which returns to the surface to be processed and reused.

	The need to be able to process hydraulic fracturing wastewater is particularly high in some areas, such as the Barnett and Marcellus Shale gas deposits in the U.S.

	The amount of water needed to drill and fracture a horizontal shale gas well generally ranges from about two million to four million gallons (50,000 to 100,000 barrels), depending on the basin and formation characteristics.⁴

	There is growing public pressure to develop solutions where this water can be reused and even returned into the surface environment instead of disposed of down deep wells. One of the drivers of this trend is the fact that a large percentage of water used in hydraulic fracturing comes from surface water sources. In Alberta, surface water accounts for 74% of water used for oilfield injection. ⁵

	H₂Omaxx technology allows the water which returns to the surface to be processed and reused. This eliminates the majority of disposal costs, greatly reduces the cost of purchasing fresh water, and provides saleable oil. In areas where water is scarce it also substantially reduces the demands on the local ecosystem.

3.	OFF-SHORE OIL PLATFORMS

	Nearly 18,000 off-shore wells were drilled over the last five years, with numbers peaking in 2007. The forecast is of a recovery in 2010, followed by consistently rising numbers up to 2013 to total over 20,000 wells over the five-year period.⁶

	The total size of the market opportunity for (off-shore) final stage produced water treatment systems [equipment sales] is estimated to be around $4.3 billion for the next five years – and predicts that the size of market opportunity for topside produced water reinjection systems [water processed on an off-shore facility] is around $9.8 billion over the same period.⁷

	The off-shore market is an exceptional opportunity for Wescorp’s H₂Omaxx technology. The ability of H₂Omaxx to replace multiple pieces of equipment becomes even more valuable in this environment where space is at a significant premium. Key strategic advantages of the technology for off-shore use include:

	º	Low space requirements: the unit is very compact compared with alternative technologies
	º	Motion tolerance: Many gravity-based separation technologies have their efficacy greatly reduced by motion. The normal operating motion on a platform will not affect H₂Omaxx
	º	High throughput/low retention time: H₂Omaxx retention time is two to five minutes compared with up to 24 hours for a traditional treatment system
	º	Significant cost savings in construction of off-shore platforms; the construction cost for off-shore platforms is increased approximately $10,000 per pound of deck load. The low retention time required by the technology greatly reduces the weight of water in process (weight on deck) relative to the throughput
	º	Wide input tolerances: Other technologies only perform at peak levels within a tight tolerance of input flow rates and/or the percentage of hydrocarbons in the input solution. This necessitates preconditioning or storage to buffer the flows which increases weight and space requirements

	Management believes that the combination of these benefits allows the processing of the water on site to cost effectively and reliably meet the off-shore discharge requirements of less than 29ppm total oil and grease. Many off- shore platforms do not have on-board hydrocarbon treatment facilities due to lack of space and facility design. These platforms must pay to ship produced water to on-shore processing facilities, greatly increasing operating costs. These disposal costs can be avoided by utilizing the H₂Omaxx technology. H₂Omaxx has a small footprint, is light weight and has high throughput capability.

	4.	OFF-SHORE OIL SPILL EMERGENCY RESPONSE

		The Deepwater Horizon drill rig collapse in the Gulf of Mexico underscores the need for a new generation of emergency response technology.

		H₂Omaxx is capable of treating large volumes of oil-contaminated seawater. Importantly, management believes H₂Omaxx can operate effectively on a sea-going platform. The other technologies which can simultaneously receive, treat and discharge contaminated water cannot operate effectively on a production platform which is moving. As a result, in the event of an oil spill with present technology, emergency response operations include collecting the contaminated water at sea in large containment vessels, transportation of the fluid to shore, transfer of the fluid to tanker trucks, and truck transport of the fluid to treatment or disposal facilities. The cost of this multi-step process is extremely high.

		Wescorp has designed an H₂Omaxx model specifically for oil spill emergency response operations. This unit can be used at sea on a containment vessel or on-shore, at the wharf where the containment vessels discharge contaminated water. Whether used on land or at sea, the ability to treat salt water and immediately discharge the salt water back into the ocean is a major time and money savings technology.

	5.	HEAVY OIL UPGRADING

		Canada is one of the world’s largest sites for heavy oil trapped in oil sand deposits. In Alberta alone, over $170 billion of oil sands, oil/gas and other projects are securing government approval, in development, or under construction. This is a rapidly expanding market which creates opportunities for new technology.

		Oil sand producers consume over 540 million barrels of water annually in Alberta oil sands operations alone and pay produced water disposal costs exceeding $100 million per year. Forcing deposits trapped in oil sands or shale to the surface can require as much as 20 barrels of water for every barrel of oil produced. Canada’s Athabasca River is the primary source for water used in northern Alberta oil sands exploration, development and production. Oil sands operations remove and use 2.5 billion barrels of water annually from the Athabasca River. In 2006 alone, some 540 million barrels of fresh water were contaminated as a result of oil sands exploration development and production. Tailing ponds near production operations used to store water contaminated with hydrocarbon solids are a major potential environmental hazard, already covering 23 square miles in northern Alberta and visible from space with the naked eye. Not surprisingly, these tailing ponds have become a focal point of interest for environmental organizations.

¹	“White Paper Describing Produced Water from Production of Crude oil, Natural Gas, and Coal Bed Methane," Veil et al, Jan 2004, Argonne National Laboratory
²	“White Paper Describing Produced Water from Production of Crude oil, Natural Gas, and Coal Bed Methane," Veil et al, Jan 2004, Argonne National Laboratory
³	"Oil and gas: Produced water treatment for beneficial uses," Filtration & Separation Magazine, Jan/Feb 2010, Rajindar Singh
⁴	“Modern Shale Gas Development in the United States," US Department of Energy, April 2009
⁵	“Water and Oil: an overview of the use of water for enhanced oil recovery in Alberta” March 2004, Government of Alberta.
⁶	"Drilling for Off-shore Oil and Gas – a technical review and 5-year projection of activity and spending in the upstream drilling sector," Datamonitor, Dr. Michael Smith, March 1, 2010
⁷	”The Off-shore Produced Water Game Changer Report”, Douglas-Westwood.

In order to finance the operations in 2010, equity financing was arranged consisting of the following:

The issuance of stock for consideration of $150,000 relating to a private placement for 600,000 units at a price of $0.25 per unit. Each unit includes one share of our common stock and a warrant to purchase one share of our common stock for $0.50 per share prior to the end of the 24-month period following the date of issuing the units;
The issuance of stock for consideration of $991,770 relating to a private placement for 11,019,668 units at a price of $0.09 per unit. Each unit includes one share of our common stock and a warrant to purchase one share of our common stock for $0.15 per share prior to the end of the 12-month period following the date of issuing the units; and
The receipt of funds in the amount of $369,980 relating to a private placement for 4,110,889 units at a price of $0.09 per unit. Each unit includes one share of our common stock and a warrant to purchase one share of our common stock for $0.15 per share prior to the end of the 12-month period following the date of issuing the units. These units were not issued until after the year ended December 31, 2010.

In the year ended December 31, 2010, we also received net proceeds in the amount of $238,616 from new notes payable, $100,000 from convertible debentures, and approximately $150,810 (CAD $150,000) from a note payable to a director of the Company in order to help fund 2010 operations.

In the near future, we intend to raise additional capital by selling new equity, and incurring short-term and/or long-term debt to finance the following:

The business development and expansion of the water remediation technologies acquired in December 2007 (Total Fluid/H₂Omaxx ); and
The potential acquisition of or merger with new businesses related to our existing SBU’s, with the intent that they would add value to our overall business almost immediately upon closing; and
Any negative cash flow resulting from operations.

Our current and future opportunities for success depend to a great extent on the continued employment of and performance by senior management and key personnel at potential target companies. As we continue to focus on key technologies and markets, the demands and skill sets of our senior management will change. As needed, new executives will be hired with the skill sets and experience required to enhance those areas which require specialized expertise. In addition, we will be seeking to add new directors to our board that bring significant industry knowledge and expertise in the fields we are expanding into, including water/oil separation, water quality and water and environmental remediation.

DIRECTOR AND OFFICER CHANGES

Mr. Robert Nicolay resigned as Director and became Chief Financial Officer (part time) as of May 25, 2010.

Mr. Jos de Smelt became a Director as of June 9, 2010.

Mr. Ken James became a Director as of October 5, 2010 and resigned as of April 15, 2011.

Mr. Robert Nicolay resigned as Chief Financial Officer (part time) as of April 13, 2011.

PRODUCTS AND SERVICES

Total Fluid Solutions – H₂Omaxx, HCXT

Our wholly owned subsidiary, Total Fluid Solutions Inc., owns the proprietary rights to the H₂Omaxx oil-water separation technology. The original aerator patents used in the H₂Omaxx technology have expired, however Process Patents covering the H₂Omaxx have been applied for in the United States and Canada. We also have proprietary rights to the HCXT 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 second technology, HCXT, removes 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. We expect that work on the commercialization of this technology will begin after the H₂Omaxx technology achieves significant commercial success.

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. However, the development of this technology has been deferred until the H₂Omaxx and HCXT achieve commercial success, of which there is no assurance.

Wescorp previously signed a Letter of Intent with Cancen Oil Canada Corporation (an oilfield waste management and processing company based in Western Canada) to install 12 units, at Cancen’s expense, on their sites The LOI contemplated a certain split of the increased operating profit on the Cancen sites arising from Cancen’s utilizing of Wescorp’s technology, and a potentially exclusive relationship for Western Canadian oilfield waste management services. However, Cancen was unable to complete a corporate financing, which would have enabled Cancen to proceed with its commitment. Accordingly, Wescorp has proceeded to market its technologies directly to other oilfield waste management customers both in Western Canada and elsewhere.

Raider Chemical Corporation

Our wholly-owned subsidiary, Raider Chemical Corporation, designs and manufactures specialized chemicals used in the cementing and stimulation services area, within the oil and gas industry. In October 2010, we discontinued Raider in order that Wescorp could focus on the commercialization of the H₂Omaxx technology.

ACQUISITIONS AND JOINT VENTURES

A. 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 assets and intellectual property from FEP. Under the terms of the 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 Inc. – H₂Omaxx

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. Our wholly-owned subsidiary, Total Fluid, has proprietary rights to certain oil-water separation technology in the oil and gas field. We have filed a provisional process patent application in the U.S. and Canada covering the H₂Omaxx technology. We also own proprietary 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 contaminants (solids, hydrocarbon) in oilfield water as the result of exploration for, and production of oil and gas.

The next technology to remove solids from the oilfield water uses a proprietary, environmentally friendly, chemical process to separate drilling solids from the water and hydrocarbon mixtures, which are found in the water as a result of drilling the wells. The solids are cleaned to a standard that allows them to be used in construction. The third technology, to remove salt from the oilfield water, uses a low-energy process of flash distillation to separate the salts from the water.

In 2009 the Total Fluid, field testing of the H₂Omaxx technology was completed on an 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. These independent third-party verified results showed that the H₂Omaxx unit reduced the hydrocarbon content in produced water in some circumstances down to below 10 parts per million. We subsequently field tested the H₂Omaxx technology at a Cancen waste treatment and disposal facility. The H₂Omaxx technology had an opportunity to be tested on a range of hydrocarbon impacted fluids which are received and managed at the Cancen site. While the effectiveness of the H₂Omaxx did vary with the waste fluid, the H₂Omaxx did enable Cancen to increase site operation efficiency in managing impacted fluids and in removing waste oil for subsequent sale. We also demonstrated that the H₂Omaxx can operate in batch treating mode, whereby the H2Oaeration cleaning process is utilized within the customer’s own on-site large fluid storage tanks. This enables an H₂Omaxx unit to clean volumes of fluid which are greater than the unit is designed to treat within its own tank.

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. Effective October, 2010, we discontinued operations of Raider in order to focus on the commercialization of the H₂Omaxx technology.

B. Acquisition and Business of Flowstar and Flowray

Terms of Acquisition of Flowstar and Flowray

On March 31, 2004, Wescorp, through our Alberta subsidiary 1049265 Alberta Ltd., completed the acquisition of 100% of the outstanding shares of Flowstar and Flowray in consideration of cash payments to the selling shareholders totaling approximately $414,074 (CAD $550,000) pursuant to the share purchase and subscription agreement dated June 9, 2003, as amended effective January 14, 2004. On January 5, 2010, we sold this business to a full-service engineering firm based in Calgary, Alberta.

Related Agreements to Acquire 100% of Vasjar Trading Ltd.

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

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

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

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

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

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

We were not able to deliver free-trading shares on April 1, 2005, and under the Vasjar purchase agreements we were required to pay an additional 48,000 Wescorp shares for each month that the shares were not delivered, covering the months April through September 2005. In September 2005, 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, we did not deliver the Vasjar shares at that time 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. As set forth in Item 9B of this report, as of April 12, 2010, we reached a settlement with one of these two former shareholders. Wescorp continues to attempt to reach a settlement with the other former shareholder. Under the terms of the agreement, prior to any liability release 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, incurred a penalty of 10% of the delinquent number of shares, but in the Company’s belief, subject to a limitation on the total number of shares issuable. Because we were unable to deliver these shares, plus the penalty shares, by October 1, 2007, the former Vasjar shareholder that has not settled its claims has the right to terminate its share purchase agreement with us. If it does so, we could be liable to it for the value of 50% of Vasjar or its subsidiary, Quadra, including the intellectual property rights owned by Quadra.

Business of Flowstar and Flowray

Flowstar and Flowray were both incorporated in Alberta, Canada. Flowray developed a new system for measuring the flow of natural gas at the wellhead known as the Digital Chart Recorder, or DCR. The DCR system consists of a turbine -based flow measurement signal generating device, temperature and pressure probes, and a flow computer, which performs all of the corrected flow calculations for natural gas production and regulatory reporting. Flowstar and Flowray were legally amalgamated on December 31, 2004 into one company that continued under the name Flowstar Technologies Inc. All obligations, rights, benefits, and responsibilities of each of the predecessor companies continue in the newly amalgamated company. Flowstar is now a wholly-owned subsidiary of Wescorp.

Prior to the December 31, 2004 amalgamation with Flowstar, Flowray transferred all of its intellectual property rights and technology to Quadra as discussed above. Flowstar acquired the exclusive license to use the technology within Canada. With the Vasjar acquisition complete (subject to Vasjar’s right to terminate the acquisition agreement as described above,), Quadra became a wholly-owned subsidiary of Wescorp as well. Management determined that the recoverability of the carrying value of the technology was uncertain, and accordingly recorded an impairment in the remaining carrying value of the technology in 2007.

On January 5, 2010, Flowstar was sold to a full-service engineering firm based in Alberta, Canada, to enable Wescorp to focus on the commercialization of the H₂Omaxx technology. In September, 2010 Vasjar and its subsidiaries were sold to a third party based in the United Kingdom.

D. Acquisition of Strategic Decision Sciences USA Inc. and Business of Wescorp Services (USA) Inc.

As described above, on September 11, 2007, we acquired Strategic Decision Sciences USA Inc. (“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.

There is some additional documentation required for the completion of the first phase of the NAVIGATOR project, originally announced March 5, 2008, with a Canadian heavy oil company. Due to the economic climate, this project was put on hold, and was subsequently abandoned.

On September 1, 2009, we shut down operations of this business unit in order to eliminate future costs related to it.

COMPETITION

Total Fluid Solutions Inc.

Classes and competitors in the produced water separation are:

	1.	Primary Heat Retention or Free Water Knock Out: The Cameron Group offers this technology through their company Petreco Wemco offers both heat treatment and free water knock out systems. This is typically the first stage of separating hydrocarbon from water. In this type of system both heat and time are used to start the separation process which typically results in getting the oil to water ratio to a minimum of 500-20,000 parts per million (‘ppm”).
	2.	Solids handling: The Varco Company, through their solid control equipment division Brant. Brant handles: Shale Shakers, Degassers, Gumbo Removers, Hydro cyclones, De-silters, De-sanders, Centrifuges, Vortex Dryers, and Decanters. This equipment is designed to mechanically remove and handle suspended solids in produced water. Companies like Brant focus on suspended solids and are unable to remove dissolved hydrocarbons.
	3.	Induced Gas Floatation (“IGF”), and Dissolved Air Flotation (“DAF”) is offered by companies like Komline-Sanderson, Industrial Wastewater Services, L’eau Claire Systems Inc, Monosep Corp., and Natco Processes Equipment. This type of aeration has been used in the process of oil water separation for years. IGF/DAF is a process for the removal of fine suspended material from an aqueous suspension. The term "flotation" indicates something floated on or at the surface of a liquid. IGF/DAF provides the needed energy for effective flotation in the form of extremely fine air bubbles, which become attached to the suspended material to be removed. This technology typically gets the oil/water ration down to 50- 100 ppm.
	4.	Hydro cyclone or Centrifuge: Companies like the Welco Expediting Ltd., and Process Group offer technologies to recover liquid hydrocarbons from oily water streams. The cyclones or centrifuges are usually installed in a pressure vessel in a cluster, with an adequate number of units to match the water flow rate.
	5.	Membrane or Filtration: Companies like GE Zeon, Siemens, and Viola offer a variety of membrane elements, cartridge filters including micro filtration, ultra filtration, nano filtration, and reverse osmosis. This technology is used at the very high end for industries like municipal water, food, beverage, and pharmaceuticals applications and is not typically necessary for the oil and gas industry.

Overview and Summary

There can be no assurance that we will be successful in meeting any competition for any existing or new future products or services we may acquire or develop, or that we can successfully differentiate our products and services.

EMPLOYEES

With the transition from a technology incubator company to a commercial water technology company, Wescorp has been able to significantly reduce the number of employees and related overhead and liability. The Company now operates primarily through consultants, on short-term performance measured contracts As of April 8, 2011, we had three full-time employees Robert Power, our Executive Chairman, Mr. Douglas Biles, our President and CEO, and Blaine Miciak, Wescorp’s Controller.

INTELLECTUAL PROPERTY

Our wholly-owned subsidiary, Total Fluid Solutions Inc., has filed a Process Patent application for the ^H2^{Omaxx oil water}separation technology process in both the United States and Canada. We also have proprietary rights for a solids-oil separation technology that is not patented, but is held as a trade secret. 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.

REGULATORY

We are subject to certain labor, environmental and safety regulatory matters related to our businesses due to the various legal and regulatory guidelines affecting the sale and service of oil and gas products and services in the U.S., Canada, and elsewhere. Our field personnel are subject to standardized safety regulations. In 2011, as we increase our H₂Omaxx operations at customer sites, we will be increasing our investment in occupational health and safety training.

In addition, any other potential acquisition of a target company or interest in a target in the oil and gas industry or in any related industry will be subject to the same and possibly additional rules and regulations.

AVAILABLE INFORMATION

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available on our website at www.wescorpenergy.com as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to the Securities and Exchange Commission.

ITEM 1A. RISK FACTORS

You should carefully consider each of the following risk factors and all of the other information provided in this prospectus and attached hereto before purchasing our common stock. The risks described below are those we currently believe may materially affect us. Our future development is and will continue to be dependent upon a number of factors. You should carefully consider the following information, as well as the more detailed information concerning our Company contained elsewhere in this prospectus, before making any investment. An investment in our common stock involves a high degree of risk, and should be considered only by persons who can afford to lose the entire amount of their investment.

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

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

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

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

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

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

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

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

Third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result. Part of our current business plan is to increase our emphasis on obtaining patent and trade secret protection for significant new technologies, products, and processes because of the length of time and expense associated with bringing new products through the development process and into the marketplace. Our success depends in part on our ability to develop patentable products and obtain and enforce patent protection for our products in Canada, the United States and other countries. We have filed for process patents for the H₂Omaxx technology. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated, or circumvented, and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. We could incur substantial costs to defend ourselves in suits brought against us or in suits in which we may assert our patent rights against others. An unfavorable outcome of any such litigation could materially adversely affect our business and results of operations.

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

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

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

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

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

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

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

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

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

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

The markets for our products and services are expected to remain highly competitive. While we believe our products are unique and have adequate patent protection for the underlying technologies, or unique trade secrets, there can be no assurance that competitors will not emerge in the near to medium term with comparable products or technologies. There are a number of large companies involved in the same businesses as Wescorp, but with larger more established sales and marketing organizations, technical staff and financial resources. We intend to establish marketing and distribution partnerships or alliances with several of these companies but there can be no assurance that such alliances will be formed.

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

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

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

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

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

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

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

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

Declining economic conditions could negatively impact our business.

Our operations are affected by local, national, and worldwide economic conditions. The consequences of a potential or prolonged recession may include a lower level of economic activity and uncertainty regarding energy prices and the capital and commodity markets. A lower level of economic activity might result in a decline in energy consumption, which may adversely affect our revenues and future growth. Instability in the financial markets, as a result of recession or otherwise, also may affect the cost of capital and our ability to raise capital.

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

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

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

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

Changes to taxation and royalty guidelines

If local and regional governments change the way they tax or otherwise levy charges on the extraction of natural resources, or the tax on profits from business involving natural resources, it could affect the overall level of activity in the industry, and consequently affect Wescorp’s revenues and profits.

Changes may occur with local government energy regulations

If local governments change the laws or regulations that govern how natural resources are measured and accounted for, it could cause our technology to become out of compliance for use in its intended market. Product upgrades, engineering, and redesign may be required to become compliant again.

Changes to national electrical standards for the US and Canada could change.

If the electrical standards in the US and Canada change, it could cause our technology to become out of compliance for use in its intended market. Product upgrades, engineering, and redesign may be required to become compliant again.

Risks related to our common stock.

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

The average daily trading volume of our common stock was approximately 78,416 shares per day over the 90-day period ended April 8, 2011. If limited trading in our stock continues, it may be difficult for investors to sell their shares in the public market at any given time at prevailing prices.

As of December 31, 2010, approximately 44,289,046 shares of common stock that are currently outstanding are considered “restricted securities” as that term is defined under the Securities Act of 1933, as amended, or the Securities Act. Though not currently registered, these restricted securities may be sold in the future, in compliance with Rule 144 promulgated under the Securities Act or pursuant to a future registration statement. Rule 144 provides that a person holding restricted securities for a period of one year or more may sell those securities in accordance with the volume limitations and other conditions of the rule. Sales made pursuant to Rule 144, or pursuant to a registration statement filed under the Securities Act, could result in significant downward pressure on the market price for our common stock.

Our common stock is classified as penny stock, and it continues to be extremely illiquid, so investors may not be able to sell as much stock as they want at prevailing market prices.

Our Common Stock is currently generally classified as a penny stock. Penny stocks generally include equity securities with a price of less than $5.00 that trade on the over-the-counter market. As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the securities that are classified as penny stocks. The “penny stock” rules adopted by the Commission under the Exchange Act subject the sale of the shares of penny stock issuers to regulations that impose sales practice requirements on broker-dealers, causing many broker-dealers to not trade penny stocks or to only offer the stocks to sophisticated investors that meet specified net worth or net income criteria identified by the Commission. These regulations contribute to the lack of liquidity of penny stocks.

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

Our Board of Directors approved the Company’s issuance of up to 50 million shares of preferred stock without action by our stockholders. Rights or preferences could include, among other things:

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

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

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

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

ITEM 2. PROPERTIES

Principal Business Offices

Our offices are located at Suite 400, 435 – 4 Avenue SW, Calgary, Alberta, Canada T2P 3A8,. In our Edmonton office, which housed our Flowstar operations, we occupy approximately 7,756 square feet of office space on a term expiring November 2012 at a monthly rent of approximately $8,809 (CAD $8,762). We have worked with the landlord and have this space rented by a third party effective May 1, 2011. The Calgary office consists of approximately 3,836 square feet on a term expiring May 31, 2015 at a monthly rent of approximately $11,530 (CAD $11,471). We have a representative office in Houston, Texas, United States at a monthly rent of $1,716. As we proceed with the further implementation of our business plan, additional commercial lease arrangements may be required, although none are planned at this time.

Equipment consists primarily of assets required to operate the businesses of Wescorp, and its subsidiary Total Fluid. These assets include office equipment, tools, furniture and fixtures, computer hardware and software. These assets are in sufficient condition for the purposes for which they are used. We only have computer hardware and software required for the operation of our offices.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. [REMOVED AND RESERVED]

PART II

On December 29, 2000, our common shares began trading on the NASD Over-the-Counter Bulletin Board (“OTCBB”) under the symbol UNQB. In March 2001, our trading symbol changed to CDHI as a result of our corporate name change to CTI Diversified Holdings, Inc. Effective December 22, 2003, our trading symbol changed to “WSCE” when we adopted the name “Wescorp Energy Inc.”. The following table sets forth the high and low bid prices for our common stock as reported by the OTCBB for each of the fiscal quarters in 2009 and 2010.

		OTCBB
		High (1)		Low(1)		Close(1)	Volume
2009
First Quarter	$	0.39	$	0.27	$	0.33	6,189,253
Second Quarter	$	0.37	$	0.27	$	0.28	8,540,491
Third Quarter	$	0.33	$	0.22	$	0.27	12,003,025
Fourth Quarter	$	0.41	$	0.25	$	0.29	17,493,378
2010
First Quarter	$	0.41	$	0.25	$	0.29	17,493,378
Second Quarter	$	0.30	$	0.19	$	0.21	10,511,600
Third Quarter	$	0.30	$	0.18	$	0.20	11,115,332
Fourth Quarter	$	0.24	$	0.10	$	0.15	5,769,889

(1) These quotations reflect inter-dealer prices, without retail markup, markdown, or commissions, and may not reflect actual transactions.

On April 8, 2011, there were 122,362,558 common shares outstanding. On April 8, 2011, there were approximately 1,980 holders of record of our common stock.

We have not distributed any cash dividends on our common stock and although not an established policy, we do not intend to do so in the foreseeable future. Our Board of Directors will determine any future dividend policy in light of conditions then existing, taking into consideration our earnings, financial condition and capital requirements. There can be no assurance that we will pay cash dividends in the future, or if we do so, the amount or frequency thereof.

Recent Sales of Unregistered Securities

On April 12, 2011, the Company and Abuelo Trust (“Abuelo”) entered a Liability Release (the “Release”) pursuant to which Abuelo agreed to release the Company jointly and severally from any claims relating to the sale of the stock of Vasjar Trading Ltd. to the Company. Pursuant to the terms of the Release, the Company agreed to issue Abuelo an aggregate of 5,000,000 shares of restricted common stock (the “Release Shares”). The Company agreed to take steps to apply to the SEC to register 980,000 of the Release Shares after this annual report on Form 10-K is filed with the SEC.

The Release Shares were issued to Abuelo in a private transaction under Section 4(2) of the Securities Act. This issuance qualified for this exemption from registration because (i) Abuelo was an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the Release Shares; (iii) Abuelo was provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the Release Shares were issued to a person with knowledge and experience in financial and business matters so that it was capable of evaluating the merits and risks of an investment in the Company; and (v) Abuelo received “restricted securities.”

During the year ended December 31, 2010, the Company received funds for 9,184,112 units, at a price of $0.09 per unit, for total proceeds of $826,570. Each unit consists of one share of common stock and one common stock warrant. One warrant entitles the holder to purchase one additional common share at a price of $0.15 per share at any time for a period of twelve months from the date the units are issued. The units were issued to non-US residents outside the United States in reliance upon the exemption from registration under Regulation S of the Securities Act of 1933, as amended. This issuance qualified for exemption from registration because (i) the securities were sold to non-U.S. investors in an offshore transaction (as defined under Regulation S); (ii) the Company did not use any directed selling efforts (as defined under Regulation S) in the United States; (iii) offering restrictions (as defined under Regulation S) were implemented by the Company; and (iv) the investors received and will receive upon execution of any warrant “restricted securities” that include all applicable legends and are subject to resale limitations in accordance with Regulation S. The Company is required to pay a commission of up to 10% in conjunction with this private placement in the form of units that have the same terms and conditions as those issued in the private placement.

On December 22, 2010, the Company issued 278,000 units at a price of $0.09 per unit valued at $25,020 to settle outstanding commissions related to the $0.09 private placement to non-US residents described in the preceding paragraph. Each unit consists of one common share and one share purchase warrant. One share purchase warrant entitles the holder to purchase one additional common share at a price of $0.15 for a period of twelve months from the date the units are issued. This issuance qualified for exemption from registration because (i) the securities were sold to non-U.S. person in an offshore transaction (as defined under Regulation S); (ii) the Company did not use any directed selling efforts (as defined under Regulation S) in the United States; (iii) offering restrictions (as defined under Regulation S) were implemented by the Company; and (iv) the person received and will receive upon execution of any warrant “restricted securities” that include all applicable legends and are subject to resale limitations in accordance with Regulation S.

During the year ended December 31, 2010, the Company received funds for 1,835,556 units, at a price of $0.09 per unit, for total proceeds of $165,200. Each unit consists of one share of common stock and one common stock warrant. One warrant entitles the holder to purchase one additional common share at a price of $0.15 per share at any time for a period of twelve months from the date the units are issued. The units were issued to “accredited investors” as defined in Rule 501 of the Securities Act in reliance upon an exemption from registration under Regulation D of the Securities Act. These issuances qualified for exemption from registration because (i) the units were purchased by accredited investors only; (ii) we did not engage in any general solicitation or advertising to market the securities; (iii) each purchaser was provided the opportunity to ask questions and receive answers from us regarding the offering; and (iv) the investors received and will receive upon execution of any warrant “restricted securities” that include all applicable legends and are subject to resale limitations in accordance with Regulation S.

On December 22, 2010, the Company issued 1,111,108 units at a price of $0.09 per unit in full settlement of $100,000 owed with respect to certain outstanding debentures. Each unit consists of one common share and one share purchase warrant. One share purchase warrant entitles the holder to purchase one additional common share at a price of $0.15 for a period of twelve months from the date the units are issued. The units were issued to debenture holders in a private transaction under Section 4(2) of the Securities Act. These issuances qualified for this exemption from registration because (i) the debenture holders were accredited investors; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the debenture holders were provided the opportunity to ask questions and receive answers from the Company regarding the Company and the issuance; (iv) the debenture holders had knowledge and experience in financial and business matters so that they are capable of evaluating the merits and risks of an investment in the Company; and (v) the debenture holders received and will receive upon execution of any warrant “restricted securities” that include all applicable legends and are subject to resale limitations in accordance with Regulation S.

On December 22, 2010, in connection with a settlement agreement, the Company issued 303,334 units at a price of $0.09 per unit in full settlement of $27,300 owed with respect to accounts payable. Each unit consists of one common share and one share purchase warrant. One share purchase warrant entitles the holder to purchase one additional common share at a price of $0.15 for a period of twelve months from the date the units are issued. The units were issued in a private transaction under Section 4(2) of the Securities Act. This issuance qualified for this exemption from registration because (i) the person was an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the person was provided the opportunity to ask questions and receive answers from the Company regarding the Company and the issuance; (iv) the person had knowledge and experience in financial and business matters so that they are capable of evaluating the merits and risks of an investment in the Company; and (v) the person received and will receive upon execution of any warrant “restricted securities” that include all applicable legends and are subject to resale limitations in accordance with Regulation S.

Between October 1 and December 31, 2010, the Company issued 356,063 shares of common stock to a corporation controlled by a director of the Company for consulting fees in the amount of $116,658. The shares were issued as private transactions under Section 4(2) of the Securities Act. These issuances qualified for this exemption from registration because (i) the consultant is an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the consultant was provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of an investment in the Company; and (v) the consultant received “restricted securities”.

Between October 1 and December 31, 2010, the Company issued a total of 231,208 shares of common stock for consulting fees in the amount of $37,228 to two consultants. The shares were issued in private transactions under Section 4(2) of the Securities Act. These issuances qualified for this exemption from registration because (i) each of the consultants was an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the consultants were provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a persons with knowledge and experience in financial and business matters so that each of them was capable of evaluating the merits and risks of an investment in the Company; and (v) the consultants received “restricted securities”.

Between October 1 and December 31, 2010, the Company issued 251,739 shares of common stock to pay $37,500 of the amount due for investor relations consulting fees. The shares were issued to one consultant in private transactions under Section 4(2) of the Securities Act. These issuances qualified for this exemption from registration because (i) the consultant was an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the consultant was provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he was capable of evaluating the merits and risks of an investment in the Company; and (v) the consultant received “restricted securities”.

Between October 1 and December 31, 2010, in connection with seven settlement agreements, the Company issued 1,610,648 shares of common stock in full settlement of $155,347 to settle outstanding accounts payables. The shares were issued to vendors in private transactions under Section 4(2) of the Securities Act. These issuances qualified for this exemption from registration because (i) the vendors were accredited investors; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the vendors were provided the opportunity to ask questions and receive answers from the Company regarding the Company and the issuance; (iv) the vendors had knowledge and experience in financial and business matters so that they are capable of evaluating the merits and risks of an investment in the Company; and (v) the vendors received “restricted securities”.

On November 22, 2010, we issued 1,350,000 warrants, valued at $149,000, in conjunction with an investor relations agreement. These warrants are exercisable at $0.09 per share and vested November 22, 2010. These warrants will expire on November 22, 2014. The warrants were issued to the consultant as a private transaction under Section 4(2) of the Securities Act. These issuances qualified for this exemption from registration because (i) the consultant is an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the consultant was provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of an investment in the Company; and (v) the consultant will receive upon execution of any warrant “restricted securities”.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Form 10-K. 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 “Forward-Looking Statements” set forth above.

Overview

Company Background

During 2010, Wescorp Energy Inc. (referred to herein as “we”, “us”, “our”, “Wescorp”, “the Company” or “our Company”) completed its transition from a broad oil and gas technology incubator company to a clean water technology company. Wescorp holds three technologies: the H₂Omaxx oil-water separation technology, the HCXT oil-solids technology, and a desalinization technology. For 2010 Wescorp focused on commercializing its key technology, the H₂Omaxx, which significantly reduces hydrocarbon contaminated water treatment and disposal costs for oil and gas producers. The H₂Omaxx also has applications to the marine (shipping) and other hydrocarbon industries.

During 2010, we operated primarily through three Subsidiary Business Units, or SBUs, including; (i) Total Fluid Solutions Inc. (“Total Fluid”), which holds the hydrocarbon rights to the H₂Omaxx, rights to the HCXT and rights to the Makon technologies; (ii)Raider Chemical Corporation (“Raider”), and; (iii) Flowstar Technologies Inc. (“Flowstar”). We divested Flowstar on January 5, 2010 and discontinued operations of Raider in October, 2010. A short synopsis of each business unit and our recent business activities follows. Our corporate offices are located at Suite 400, 435 – 4th Avenue S.W., Calgary, Alberta, Canada T2P 3A8, and the telephone number there is (403) 206-3990. Our website is http://www.wescorpenergy.com.

In 2004 and 2005, the Company recorded its first operating revenue from the acquired operating businesses of Flowstar, Flowray and their affiliated companies.

Up until December 31, 2007, our sole source of revenue was from our subsidiary, Flowstar, which produced advanced natural gas and gas liquids measurement devices based on a proprietary electronic flow meters and advanced turbine measurement technology. On January 5, 2010, Flowstar was sold to a full-service engineering firm based in Calgary Alberta, Canada.

In January 2008, Wescorp commenced earning revenue from the sale of oilfield chemicals and related products from its Raider Chemical Corporation business unit.

Plan of Operation for the Next Twelve Months

Results for 2010 were not as strong as hoped due to the downturn in Canadian gas drilling and exploration. Management made the decision to sell off the Flowstar division and on January 5, 2010, it was sold to a full-service engineering firm based in Alberta, Canada. In addition, the Raider division has been discontinued in order that management may focus on commercialization of H₂Omaxx technology.

Until a H₂Omaxx unit sale or lease is finalized with a customer, there will be no revenue recognized from Total Fluid.

The Company as a whole has yet to reach profitability, and we experienced negative cash flows during the year ended December 31, 2010. 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 is no assurance that we will be able to obtain the needed funding at a reasonable cost or at all.

Cash will be required to fund the purchase of sufficient inventory to meet projected sales figures and to finance trade accounts receivable that will result from those sales. Consequently, forecasting our total cash requirement is difficult at this time due to the contingent nature of the timing and volume of sales we expect over that same period. In the near future, we intend to raise additional capital by selling new equity, or incurring debt.

Our future operations and expansion are dependent on identifying and securing additional long-term or permanent equity financing; identifying potential sources of short and/or long-term debt financing; enjoying the continued support of creditors and shareholders; and ultimately achieving profitability in all facets of our operations. Given current market conditions, there can be no assurances that we will be successful in these regards, which would significantly affect our ability to execute our business plan. We will continue to evaluate projected expenditures relative to available cash and seek additional means to finance operations to meet our internal and external growth as new capital is required.

Summary Financial Information – Fiscal Years 2009 – 2010 -Adjusted for Discontinued Operations

The following table sets forth selected financial data of the Company as of and for the years ended December 31, 2009 and 2010. The 2009 and 2010 results have been derived from the Company’s audited consolidated financial statements, which appear elsewhere in this Annual Report. The following unaudited summary financial information, in the opinion of management, has been prepared on the same basis as the audited financial statements and contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial condition and results of operations for such periods. The table sets forth, in U.S. dollars, the selected financial data as prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. The financial data should be read in conjunction with the Financial Statements of the Company and Notes thereto included elsewhere in our Form 10-K.

		Year ended December 31,
Statement of Operations		2010			2009
Revenue	$	-		$	104,152
Operating expenses		4,626,825			3,875,472
Loss from operations		(4,626,825	)		(3,771,320	)
Other loss		567,757			(2,253,924	)
Loss from continuing operations		(4,059,068	)		(6,025,244	)
Loss from discontinued operations, net of tax		(431,070	)		(1,052,176	)
Net loss for the year		(4,490,138	)		(7,077,420	)
Weighted average shares		102,081,918			89,924,090
Outstanding
Loss from continuing operations per share	$	(0.04	)	$	(0.07	)
Loss from discontinued operations per share	$	(0.00	)	$	(0.01	)

		Year ended December 31,
Balance Sheet		2010			2009
Total assets	$	485,221		$	1,003,740
Current liabilities		9,682,294			10,550,353
Long term liabilities		-			1,663,422
Total stockholders deficit		(9,197,073	)		(11,201,178	)

Results from Operations – 2010 Compared to 2009 -Adjusted for Discontinued Operations

Revenues

Revenues decreased by $104,152, to $nil for the year ended December 31, 2010 from the year ended December 31, 2009. Revenue for the year ended December 31, 2009 related to the invoicing of mobilization and operating costs for the H₂Omaxx unit while it was in Kansas plus an administration fee. No revenues were earned during the year ended December 31, 2010 as the H₂Omaxx unit was only deployed at one site for demonstration purposes.

Expenses

Operating expenses for the year ended December 31, 2010 show an increase of $751,353 over 2009. The largest increases in our operating expenses were in wages stock based; consulting stock based; bad debts; equipment repairs and maintenance; advertising and investor relations; office; interest accreted on financial statements; legal and accounting; insurance; beneficial conversion interest, and travel as explained below.

During the year ended December 31, 2010, 7,291,937 options to purchase common shares pursuant to an employment agreement for an executive officer vested and were valued at $924,000. In the same period for 2009, 500,000 options to purchase common shares pursuant to an employment agreement for an executive officer vested and were valued at $197,100. Thus, the Company had an increase of $726,900 in stock-based wages during the year ended December 31, 2010 compared to the year ended December 31, 2009.

During the year ended December 31, 2010, 969,439 options to purchase common shares pursuant to a consulting services agreement with our Chief Financial Officer vested and were valued at $163,800. In the same period for 2009, no options to purchase common shares pursuant to consulting services agreements vested. Thus, the Company had an increase of $163,800 in stock-based consulting costs during the year ended December 31, 2010 when compared to the year ended December 31, 2009.

During the year ended December 31, 2010, it was determined that the receivable for the work done in Kansas in 2009 was unlikely to be collected. Accordingly this receivable was fully allowed for as a bad debt in the financial statements in 2010. Additional invoices relating to the sublet of office space were also questionable as to their collectability and were fully allowed for as bad debts during the year ended December 31, 2010. In the same period for 2009, no adjustments to receivable balances were required for uncollectable accounts. Thus, the Company had an increase of $120,237 in bad debts during the year ended December 31, 2010 when compared to the year ended December 31, 2009.

During the year ended December 31, 2010, expenses in the amount of $104,677 were incurred for repairs and maintenance to bring the H₂Omaxx unit up to its original specifications.As this unit was still under development in the year ended December 31, 2009, no corresponding costs were incurred during that period.

Office expenses for the year ended December 31, 2010 were $307,174 compared to $226,542 for the year ended December 31, 2009. The increase of $80,632 is primarily a result of increased rent charges. Prior to the discontinuation of the operations of Flowstar, certain long-term leases and short-term rentals were being charged to that business unit. As not all the space under these contracts can be charged to sub-tenants, the excess previously allocated to that business unit is now being charged against continuing operations. In addition a new office in Houston was opened in July 2010. The average exchange rate for the Canadian dollar compared to the US dollar increased by approximately 10.4% .for the year ended December 31, 2010 compared to the same period in 2009. As almost all of the office expenses were incurred in Canadian dollars instead of US dollars, some additional costs were also incurred by the increase in the exchange rate for the Canadian dollar.

During the year in connection with prior extensions during 2008 and 2009 of certain of the Company’s obligations under its 14% Redeemable Convertible Secured Debentures and its 14% Redeemable Secured Debentures, the Company issued to the holders of the debentures warrants to purchase an aggregate of 1,100,000 shares of the Company’s common stock with an exercise price of $0.20 per share which are exercisable for a period of two years and warrants to purchase an aggregate of 100,000 shares of the Company’s common stock with an exercise price of $0.40 per share which are exercisable for a period of two years. These warrants were valued at $168,600, which resulted in interest accretion related to the warrants being charged to operations in the year ended December 31, 2010. During the year ended December 31, 2009, 600,000 new warrants valued at $108,900 were issued to debenture holders in exchange for their agreement to extend the due date of their debt instruments. The value of these warrants was charged to operations for the year ended December 31, 2009.

Legal and accounting costs for the year ended December 31, 2010, were $295,236, which was an increase of $41,868 compared to the corresponding period of 2009. The increase in 2010 is directly related to higher legal fees required for the disposition of the Flowstar business unit, review of the Cancen contract, issuance of warrants relating to debenture extensions, issuance of new debentures, matters related to Abuela and Epitithia Trusts, and for work involved with respect to the potential defaults in the licensing agreement for the intellectual property rights pertaining to the H₂Omaxx unit.

Insurance expense for the year ended December 31, 2010, was $90,511 compared to $78,592 for the year ended December 31, 2009. The increase is due to higher premiums for our directors’ and officers’ liability insurance partially offset by a decrease in our comprehensive insurance premiums.

To account for the issuance of the Company’s $100,000 debentures which are convertible to shares in the Company at a price of $0.175 per share, a beneficial conversion feature of $6,360 was recorded as a charge to operations. No similar costs were incurred in the year ended December 31, 2009 as there were no financial instruments that required this charge during that period.

Travel expenses during the year ended December 31, 2010, increased by $3,750 versus the year ended December 31, 2009, a direct result of increased travel costs for senior executives of Wescorp. In addition, more presentations to potential investors in the US were done in the year ended December 31, 2010 compared to in the corresponding period in 2009. The costs associated with vehicle lease contracts were at higher amounts in the year ended December 31, 2010 than similar contracts in the year ended December 31, 2009. As a greater portion of the travel expenses in the current period were incurred in Canadian dollars instead of US dollars, some additional costs were incurred due to the increase in the exchange rate for the Canadian dollar. These increases were offset by a decrease in travel expenses for Total Fluid in the amount of $23,765 in the year ended December 31, 2010, versus the same period for 2009. This decrease in costs was directly related to the elimination of the travel incurred in 2009 to set up, and operate the H₂Omaxx unit in Kansas. Travel costs for Total Fluid decreased to $61,911 in the year ended December 31, 2010 versus the $85,676 incurred in the same period for 2009.

The above increases were partially offset by decreases in research and development; depreciation and amortization; wages and benefits; stock-based advertising and investor relations; interest, finance, and bank charges; advertising and investor relations; consulting; and directors’ fees.

No costs for research and development of the H₂Omaxx technology were incurred in the year ended December 31, 2010, compared to the $140,406 incurred in the year ended December 31, 2009. Additional expenses related to the H₂Omaxx technology during the year ended December 31, 2010 were for repairs and maintenance to bring the unit up to its original specifications.

Depreciation and amortization expense for the year ended December 31, 2010 was $1,228 versus $140,987 for the year ended December 31, 2009, a decrease of $139,759. At December 31, 2009, the Company recorded an impairment in the value of the equipment used in the water remediation business unit in the amount of $381,706. This write-down was necessary as this equipment did not demonstrate that the sum of the expected undiscounted future cash flows for these assets would be greater than the carrying amount of the assets. Because the impaired assets were being depreciated during the year ended December 31, 2009, the corresponding expense for that period was higher than in 2010. In addition, the value of property and equipment, other than the equipment used in the water remediation business unit that was not fully depreciated at December 31, 2009, was higher than at December 31, 2010.

Wages and benefits decreased to $653,665 during the year ended December 31, 2010 versus $742,240 during the year ended December 31, 2009, a decrease of $88,575. Savings can be attributed to not replacing employees who left the Company and the Company’s decision to lay off certain employees. Offsetting these savings were costs related to terminating the employment contract of a senior executive during the year. In addition, as most of the employees are paid in Canadian dollars, the Company realized an increase in payroll costs due to the strengthening of the Canadian dollar when compared to the US dollar as described above.

During the year ended December 31, 2010, 125,000 options to purchase common shares pursuant to investor relations agreements vested and were valued at $35,600. In addition, 1,350,000 warrants to purchase common shares pursuant to an investor relations agreement were issued and were valued at $149,000. Therefore costs for stock-based advertising and investor relations totaled $184,600 for the year ended December 31, 2010. In the same period for 2009, 725,000 options to purchase common shares pursuant to investor relations agreements vested and were valued at $271,700. Thus, the Company had a decrease of $87,100 in stock-based advertising and investor relations costs during the year ended December 31, 2010 when compared to the year ended December 31, 2009.

We incurred interest, finance and bank charges of $382,541 for the year ended December 31, 2010 compared to $420,891 incurred during the year ended December 31, 2009. The settlement of the $2,250,000 principal balance of a debenture in exchange for 4,500,000 common shares of the Company on September 15, 2009, was the primary reason for the reduction in interest, finance, and bank charges. During the year ended December 31, 2010 the Company incurred a net increase of approximately $272,700 in interest bearing debt that reduced the savings gained from the settlement of the debenture described above.

Advertising and investor relations expenses decreased by $27,475 to $383,428 for the year ended December 31, 2010 versus $410,903 reported for the year ended December 31, 2009. This decrease is a direct result of the contracts for investor relations consulting services in the year ended December 31, 2010 were for lower amounts than the contracts that existed during the year ended December 31, 2009. In addition, presentations made to potential investors during the year ended December 31, 2010 were reduced when compared to the corresponding period of 2009. Offsetting these savings were costs incurred for website development in 2010 that were not incurred in 2009.

Consulting fees incurred in the year ended December 31, 2010 in the amount of $615,808 were $24,108 lower than the $639,916 incurred in the same period for 2009. This decrease is a direct result of the exercise of cashless warrants issued for consulting services that were valued at $136,850 during the year ended December 31, 2009. No similar transactions were incurred in the same period for 2010. In addition, under the terms of consulting contracts that existed at December 31, 2010, we were required to issue 1,191,344 common shares that were valued at $220,879 while under the terms of consulting contracts that existed at December 31, 2009 we were required to issue 850,000 common shares that were valued at $265,050. These decreases were partially offset by the costs associated with a settlement agreement with a former executive and director of the Company which resulted in an accrual of $119,200 being charged to consulting fees for the year ended December 31, 2010. In addition, consulting contracts that were utilized during the year ended December 31, 2010, which were for higher amounts than those that were utilized during the year ended December 31, 2009.

During the year ended December 31, 2010, the Company incurred $31,275 in directors’ fees compared to $53,992 for the same period in 2009. During the year ended December 31, 2010 the Company disposed of its interest in Vasjar. As a result no compensation was incurred for directors involved with Vasjar for a portion of the year ended December 31, 2010 when compared to the same period in 2009. In addition, lower costs for directors’ fees were incurred as a direct result of a decrease in the market price of Wescorp shares.

Other Income and Expenses

For the year ended December 31, 2010, other expenses have decreased by $2,821,681 from 2009. This decrease 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 the outstanding shares of Vasjar, and we have accounted for certain penalty shares that may be due to the former Vasjar shareholders for each month that the shares are not delivered. This accounting resulted in other expense of $2,895,498 being recorded for the year ended December 31, 2010, (December 31, 2009 – $3,261,762) which reflects the increase in shares potentially needed to be delivered and the closing trading price of Wescorp shares as at December 31, 2010. We do not agree with the former Vasjar shareholders that they are entitled to all these shares, but we intend to account for the shares in this manner until the matter is resolved.

The foreign currency loss of $44,981 for the year ended December 31, 2010 is a direct result of the Canadian dollar being stronger than the U.S. dollar at December 31, 2010 when compared to December 31, 2009. Many payables are denominated in Canadian dollars and as that currency strengthens exchange losses result when payables are settled. The foreign currency loss of $110,471 for the year ended December 31, 2009 was a direct result of the Canadian dollar being stronger than the U.S. dollar at December 31, 2009 when compared to December 31, 2008.

The $36,023 loss on the settlement of debt incurred in the year ended December 31, 2010, is the result of the Company settling the principal balance of $259,065 in debentures in exchange for 1,325,000 common shares of the Company valued at $295,088. The gain on the settlement of debt in the amount of $1,522,515 incurred in the year ended December 31, 2009, is the result of two transactions. On September 16, 2009, a settlement agreement was reached with Ellycrack A/S. As part of this agreement net debt in the amount of $213,855 relating to payables and accrued liabilities was deemed to be paid for nil consideration and resulted in a gain on the settlement of debt. On September 15, 2009, the Company settled the $2,250,000 principal balance of a debenture in exchange for 4,500,000 common shares of the Company. At the date of this transaction the closing market price of these shares was $0.265 per share. The value of the shares at the settlement date was $1,192,500 and as a result a gain on the settlement of debt in the amount of $1,057,500 was realized during the period. In addition, the accrued interest on the $2,250,000 debenture in the amount of $512,260 was forgiven in exchange for 2,250,000 warrants which were valued at $261,100 which resulted in a gain of the settlement of debt in the amount of $251,160.

On September 25, 2010, the Company disposed of its 100% interest in Vasjar Trading Ltd. and its subsidiaries Penta Holdings Ltd., Flowstar International Inc., Quadra Products International Inc., and Flowstar Services Inc. This transaction was structured as a sale of the shares of Vasjar Trading Ltd. to an independent third party for $1. The purchaser has assumed all the liabilities of Vasjar Trading Ltd. and its subsidiaries. As a result of this transaction the Company has recorded a gain of $86,984 for the year ended December 31, 2010.

During the year ended December 31, 2010 it was determined that there was an impairment in the value of the Company’s investments in Tarblaster AS, and Eureka Oil AS in the amount of $29,592. This write down was necessary as management has not been able to obtain satisfactory evidence to support the carrying value of these investments.

On April 12, 2011, the Company entered into a liability release agreement with one of the former Vasjar shareholders. Under the terms of the agreement the Company has agreed to issue 980,000 un-restricted common shares and 4,020,000 restricted common shares to settle the claim made by the former Vasjar shareholder. In return the former Vasjar shareholder has released all claims against the Company. As a result of this agreement the Company has revalued the amount owing with respect to the agreement payable to this former Vasjar shareholder to $595,000 and recorded a gain on settlement of the agreement payable in the amount of $3,486,867 for the year ended December 31, 2010..

Another charge that contributed significantly to the “other expense” for the year ended December 31, 2009 was the impairment in the value of the equipment used in the water remediation business unit in the amount of $381,706. This write down was necessary as the equipment used in the water remediation business unit has not demonstrated that the sum of the expected undiscounted future cash flows for these assets is greater than the carrying amount of the assets. The impairment loss is measured as the excess of the carrying amount of the assets over the estimated fair value of the assets. No comparable expense was incurred in the year ended December 31, 2010.

During the year ended December 31, 2009, it was determined that the subscriptions receivable in the amount of $22,500 was not collectable. Accordingly this amount was written off and charged as an expense in the year ended December 31, 2009. No comparable expense was incurred in the year ended December 31, 2010.

Loss from Discontinued Operations

During the year ended December 31, 2009, the Company decided to exit the natural gas flow measurement business to focus on developing its water remediation technology. In January 2010, the Company sold a substantial portion of its assets related to the natural gas flow measurement business to a non-related full service engineering firm based in Calgary, Alberta, Canada. The Company had sold its natural gas flow measurement systems through its subsidiary Flowstar.

In October 2010, the major customer of the Company’s subsidiary Raider Chemical Corporation (“Raider”) gave notice that it was no longer going to be purchasing any more product from Raider. As a result the Company has determined that it will leave the drilling related products and related services business.

After taxes, the Company had a loss from discontinued operations of $431,070 in the year ended December 31, 2010 compared to a loss of $1,052,176 for the year ended December 31, 2009. The Company has reclassified the operating results of these business units as discontinued operations as they are material to the Company's consolidated financial statements.

Net Loss

The increase in the net loss for the year ended December 31, 2010 to $4,490,138 compared to a net loss of $7,077,420 for the same period during 2009 is primarily due to the net effect of the decrease in revenue of $104,152, the increase in operating expenses of $751,353, the decrease in other expenses of $2,587,282, and the decrease in the loss from discontinued operations of $621,106 as set forth above.

Liquidity and Capital Resources – 2010 Compared to 2009

From inception, we have been dependent on investment capital and debt financing as our primary sources of liquidity. Prior to our acquisition of Flowstar in 2004, we had not generated any revenue or income from our operations. We had an accumulated deficit at December 31, 2010 of $58,705,316.

Our cash position at December 31, 2010 increased to $430,549 from the $118,286 balance we had at December 31, 2009.

We used cash in operations of $1,943,907 in 2010 compared to $2,170,658 during 2009. Most of this amount relates to the operating loss adjusted for non-cash items totaling $2,858,277 for the year ended December 31, 2010 (2009 -$2,848,846). Changes in operating assets and liabilities are explained below.

We also had a net outflow of cash of $7,626 from investing activities for the year ended December 31, 2010, compared to a net outflow of cash of $2,950 for the year ended December 31, 2009. Cash of $6,846 was utilized to purchase plant and equipment (December 31, 2009 – $2,950). During the year ended December 31, 2010, the investment in two subsidiaries was disposed of resulting in the utilization of $780 of cash relating to this disposition.

The net cash used in operating and investing activities was funded with $1,849,990 from financing activities for the year ended December 31, 2010 (December 31, 2008 – $1,897,473). The cash flow from financing activities for the year ended December 31, 2010 was primarily a result of:

The issuance of stock in the amount of consideration equal to $1,118,835, as compared to $939,231 for 2009;
Proceeds received from a private placement prior to issuing shares in the amount of $358,472, as compared to $386,648 proceeds for 2009.

In the year ended December 31, 2010, we incurred debt of

$238,616 from new notes payable, as compared to $671,594 received in 2009;
$100,000 from convertible debentures, as compared to $nil received in 2009;
$150,810 from a note payable owed to a corporation controlled by a director of Wescorp, as compared to $nil received in 2009;

During the year ended December 31, 2010, the Company had to repay debentures in the amount of $47,775 (2009 – $100,000). In the year ended December 31, 2010, the Company had to repay notes payable in the amount of $68,968 (2009 – $nil).

At the end of fiscal 2010, we had current assets totaling $478,375 compared to $927,696 at the end of fiscal 2009. This decrease is a direct result of decreases in accounts receivable and current assets of discontinued operations, offset by increases in cash, and minor increases in prepaid expenses. Accounts receivable balances have decreased due to management’s determination that they are unlikely to be collected. The current assets of discontinued operations reflect the write-down the specific assets related to their estimated fair value less cost to sell at December 30, 2010.

Our investment in equipment at the end of fiscal 2010 increased to $6,846 compared to $1,228 in 2009. This increase is primarily due to the impairment in the value of the equipment used in the water remediation business unit in the amount of $381,706 in the year ended December 31, 2009. In addition, the Company made acquired some office equipment in the year ended December 31, 2010.

The balance in equipment of discontinued operations at December 31, 2010 has decreased to $nil from the $45,224 at December 31, 2009 as these assets have been adjusted to their estimated fair value less cost to sell at December 31, 2010.

The decrease in investments to $nil at December 31, 2010 from the 2009 balance of $29,592 was a direct result of the impairment in the value of the investments in Tarblaster AS, and Eureka Oil.

The Company had $9,682,294 in current liabilities at the end of fiscal 2010 compared to $10,550,353 at the end of fiscal 2009. Additional penalties related to the penalty shares issuable pursuant to the Vasjar agreement in the amount of $2,895,498 are included in the balance for the agreement payable. The cumulative agreement payable at the end of fiscal 2010 is estimated at $4,081,867 and represents a non-financial obligation of the Company. The fair value of 400,000 of the original 800,000 shares owed for the agreement payable has been determined to be $112,000, a reduction of $120,000 from the amount included in the balance at December 31, 2009. Pursuant to the liability release agreement dated April 12, 2011, the Company has revalued the amount owing to one of the former Vasjar shareholders to under the agreement payable to $595,000 and recorded this amount in obligation to issue shares. As a result of this this transaction the Company has recorded a gain on the settlement of the agreement payable in the amount of $3,486,867. The cumulative agreement payable at the end of fiscal 2010 is estimated at $4,081,867 and represents a non-financial obligation of the Company. Accounts payable and accrued liabilities increased in the amount of $302,595, and the Company incurred a new notes payable owed to a corporation controlled by a director of the Company in the amount of $150,810. The net increase of the current liabilities of discontinued operations in the amount of $ 155,349 has also increased the balance of current liabilities. A total of $1,654,565 in notes payable became current in the year ended December 31, 2010. Also, an additional $169,648 in new notes payable net of note repayments was incurred during the year. During the current year, debentures in the amount of $217,213, convertible debentures in the amount of $90,000, and the related party note payable in the amount of $1,924,681 were repaid.

We had long-term liabilities of $nil at the end of fiscal 2010 compared to $1,654,565 at the end of fiscal 2009. This decrease is due to the balance of $1,654,565 in notes payable that became current during the current year.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this Item begin on Page F-1 of this Form 10-K, and include:

the report of independent registered public accounting firm;
consolidated balance sheets as of December 31, 2010 and 2009;
consolidated statements of operations and comprehensive loss, stockholders' deficit and cash flows for the years ended December 31, 2010 and 2009; and
notes to the consolidated financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Wescorp Energy Inc.

We have audited the accompanying consolidated balance sheets of Wescorp Energy Inc. (a development stage company) as of December 31, 2010 and 2009 and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Wescorp Energy Inc. as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated significant revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DMCL

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS

Vancouver, Canada
April 11, 2011

F-1

WESCORP ENERGY INC.

CONSOLIDATED BALANCE SHEETS

(A Development Stage Company)

		December 31,			December 31,
		2010			2009
ASSETS
CURRENT ASSETS
Cash	$	430,549		$	118,286
Accounts receivable, net of allowance for doubtful accounts of $131,581 and $Nil, respectively		2,600			105,844
Prepaid expenses		15,069			12,900
Current assets of discontinued operations (Note 11)		30,157			690,666
TOTAL CURRENT ASSETS		478,375			927,696

EQUIPMENT, net		6,846			1,228

EQUIPMENT OF DISCONTINUED OPERATIONS, net (Note 11)		-			45,224

OTHER ASSETS
Investments (Note 3)		-			29,592

TOTAL ASSETS	$	485,221		$	1,003,740

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	754,220		$	983,559
Accrued liabilities		1,241,579			709,645
Notes payable (Note 4)		2,490,428			545,855
Agreement payable (Note 5)		4,081,867			5,388,236
Due to related parties (Note 9)		369,084			2,026,078
Convertible debenture (Note 6)		-			90,000
Debentures payable (Note 6)		-			217,213
Current liabilities of discontinued operations (Note 11)		745,116			589,767
TOTAL CURRENT LIABILITIES		9,682,294			10,550,353

LONG-TERM LIABILITIES
Notes payable (Note 4)		-			1,537,688
Due to related parties (Note 9)		-			116,877
TOTAL LONG-TERM LIABILITIES		-			1,654,565

TOTAL LIABILITIES		9,682,294			12,204,918

COMMITMENTS AND CONTINGENCIES (Notes 1 and 8)

SUBSEQUENT EVENTS (NOTE 13)

STOCKHOLDERS' DEFICIT
Preferred stock, 50,000,000 shares authorized, $0.0001 par value; no shares issued (Note 7)
Common stock, 250,000,000 shares authorized, $0.0001
par value; 120,498,559 and 97,220,842 shares
issued and outstanding, respectively (Note 7)		12,052			9,722
Additional paid-in capital		48,132,686			41,800,107
Deferred compensation		(5,918	)		(33,543	)
Obligation to issue shares		1,177,780			1,153,290
Accumulated other comprehensive income		191,643			84,424
Accumulated deficit		(54,215,178	)		(47,137,758	)
Deficit accumulated in the development stage		(4,490,138	)		(7,077,420	)
TOTAL STOCKHOLDERS' DEFICIT		(9,197,073	)		(11,201,178	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	485,221		$	1,003,740

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

F-2

WESCORP ENERGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(A Development Stage Company)

		Year Ended December 31,
		2010			2009

REVENUES	$	-		$	104,152

EXPENSES
Wages and benefits		653,665			742,240
Wages - stock based		924,000			197,100
Consulting		615,808			639,916
Consulting - stock based		163,800			-
Research and development		-			140,406
Office		307,174			226,542
Advertising and investor relations		383,428			410,903
Advertising and investor relations - stock based		184,600			271,700
Travel		193,685			189,935
Legal and accounting		295,236			253,368
Bad debts		120,237			-
Equipment repairs and maintenance		104,677			-
Insurance		90,511			78,592
Depreciation and amortization		1,228			140,987
Interest, finance and bank charges		382,541			420,891
Directors fees		31,275			53,992
Interest accreted on financial instruments		168,600			108,900
Beneficial conversion interest		6,360			-
TOTAL OPERATING EXPENSES		4,626,825			3,875,472

LOSS FROM OPERATIONS		(4,626,825	)		(3,771,320	)

OTHER INCOME (EXPENSE)
Penalty for late delivery of shares (Note 5)		(2,895,498	)		(3,261,762	)
Foreign currency loss		(44,981	)		(110,471	)
Gain (loss) on settlement of debt		(36,023	)		1,522,515
Loss on impairment in value of equipment		-			(381,706	)
Gain on disposal of subsidiaries (Note 12)		86,984			-
Loss on impairment in value of investment (Note 3)		(29,592	)		-
Write down of subscriptions receivable		-			(22,500	)
Gain on settlement of agreement payable (Note 13)		3,486,867			-
TOTAL OTHER INCOME (EXPENSE)		567,757			(2,253,924	)

LOSS FROM CONTINUING OPERATIONS		(4,059,068	)		(6,025,244	)

LOSS FROM DISCONTINUED OPERATIONS, net of tax		(431,070	)		(1,052,176	)

NET LOSS	$	(4,490,138	)	$	(7,077,420	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation loss		(12,781	)		(57,904	)
Unrealized gain on financial instruments		120,000			64,000
		107,219			6,096

OTHER COMPREHENSIVE LOSS	$	(4,382,919	)	$	(7,071,324	)

LOSS FROM CONTINUING OPERATIONS BASIC AND DILUTED NET LOSS PER SHARE	$	(0.04	)	$	(0.07	)

LOSS FROM DISCONTINUED OPERATIONS BASIC AND DILUTED NET LOSS PER SHARE	$	-		$	(0.01	)

WEIGHTED AVERAGE NUMBER COMMON SHARES OUTSTANDING - BASIC AND DILUTED		102,081,918			89,924,090

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

F-3

WESCORP ENERGY INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(A Development Stage Company)

																							Accumulated			Total
	Common Stock										Obligation									Deficit			Other			Stockholders'
	Number				Additional			Deferred			To Issue			Subscription			Accumulated			(Development			Comprehensive			Equity
	of Shares		Amount		Paid-in Capital			Compensation			Shares			Receivable			Deficit			Stage)			Income (Loss)			(Deficit)

Balance, December 31, 2008	88,152,557	$	8,815	$	38,745,266		$	(57,418	)	$	355,126		$	(22,500	)	$	(47,137,758	)	$	-		$	78,328		$	(8,030,141	)
Common stock issued for private placement at $0.40 per unit	2,005,000		201		791,694			-			(77,664	)		-			-			-			-			714,231
Common stock issued for private placement at $0.25 per unit	1,060,000		106		264,894			-			-			-			-			-			-			265,000
Common stock issued for consulting fees at $0.351 per share	400,000		40		140,360			-			-			-			-			-			-			140,400
Common stock issued for consulting fees at $0.342 per share	100,000		10		34,190			-			-			-			-			-			-			34,200
Common stock issued for consulting fees at $0.243 per share	50,000		5		12,145			-			-			-			-			-			-			12,150
Common stock issued for consulting fees at $0.261 per share	300,000		30		78,270			-			-			-			-			-			-			78,300
Common stock issued for consulting fees at $0.27 per share	150,000		15		40,485			-			(29,667	)		-			-			-			-			10,833
Common stock issued for director's fees at $0.29 per share	50,000		5		14,495			(3,625	)		-			-			-			-			-			10,875
Common stock issued to settle debt at $0.265 per share	4,500,000		450		1,192,050			-			-			-			-			-			-			1,192,500
Common stock issued to settle wages payable at $0.2475 per share	453,285		45		112,143			-			(112,188	)		-			-			-			-
Amortization of deferred share compensation	-		-		-			27,500			-			-			-			-			-			27,500
Fair value of warrants attached to debt issued in year	-		-		108,900			-			-			-			-			-			-			108,900
Stock-based compensation	-		-		468,800			-			-			-			-			-			-			468,800
Proceeds received from exercise of warrants prior to issuance	-		-		-			-			206,350			-			-			-			-			206,350
Proceeds received from private placement prior to issuance	-		-		-			-			386,648			-			-			-			-			386,648
Financing fees on private placement	-		-		(464,685	)		-			424,685			-			-			-			-			(40,000	)
Gain on settlement of debt exchanged for warrants	-		-		261,100			-			-			-			-			-			-			261,100
Write down of subscriptions receivable	-		-		-			-			-			22,500			-			-			-			22,500
Foreign currency translation loss	-		-		-			-			-			-			-			-			(57,904	)		(57,904	)
Unrealized gain on adjustment of agreement payable to fair
market value	-		-		-			-			-			-			-			-			64,000			64,000
Net loss	-		-		-			-			-			-			(7,077,420	)		-			-			(7,077,420	)

Balance, December 31, 2009	97,220,842		9,722		41,800,107			(33,543	)		1,153,290			-			(54,215,178	)		-			84,424			(11,201,178	)
Common stock issued at $0.40 per unit	1,157,213		116		462,769			-			(462,885	)		-			-			-			-
Common stock issued at $0.25 per unit	1,586,588		159		381,757			-			(246,647	)		-			-			-			-			135,269
Common stock issued at $0.09 per unit	11,297,668		1,130		1,012,172			-			-			-			-			-			-			1,013,302
Common stock issued for financing fees at $0.2295 per share	170,000		17		38,998			-			-			-			-			-			-			39,015
Common stock issued for consulting fees at $0.252 per share	200,000		20		50,380			-			-			-			-			-			-			50,400
Common stock issued for consulting fees at $0.20604 per share	91,058		9		18,753			-			-			-			-			-			-			18,762
Common stock issued for consulting fees at $0.18037 per share	108,445		11		19,549			-			-			-			-			-			-			19,560
Common stock issued for consulting fees at $0.16328 per share	116,695		12		19,042			-			-			-			-			-			-			19,054
Common stock issued for consulting fees at $0.16846 per share	118,435		12		19,940			-			-			-			-			-			-			19,952
Common stock issued for consulting fees at $0.17344 per share	111,979		11		19,411			-			-			-			-			-			-			19,422
Common stock issued for consulting fees at $0.15844 per share	125,649		13		19,895			-			-			-			-			-			-			19,908
Common stock issued for consulting fees at $0.18762 per share	25,535		3		4,788			-			-			-			-			-			-			4,791
Common stock issued for consulting fees at $0.18932 per share	62,340		6		11,796			-			-			-			-			-			-			11,802
Common stock issued for consulting fees at $0.149 per share	181,208		18		26,982			-			-			-			-			-			-			27,000
Common stock issued for consulting fees at $0.20456 per share	50,000		5		10,223			-			-			-			-			-			-			10,228
Common stock issued for consulting fees at $0.23 per share	152,173		15		34,985			-			-			-			-			-			-			35,000
Common stock issued for consulting fees at $0.125 per share	80,000		8		9,992			-			-			-			-			-			-			10,000
Common stock issued for consulting fees at $0.15 per share	150,000		15		22,485			-			-			-			-			-			-			22,500
Common stock issued to settle debt at $0.09 per share	1,111,108		111		99,889			-			-			-			-			-			-			100,000
Common stock issued to settle debt at $0.87 per share	2,212,277		221		1,924,460			-			-			-			-			-			-			1,924,681
Common stock issued to settle debt at $0.216 per share	500,000		50		107,950			-			-			-			-			-			-			108,000
Common stock issued to settle debt at $0.2295 per share	575,000		58		131,905			-			-			-			-			-			-			131,963
Common stock issued to settle debt at $0.2205 per share	250,000		25		55,100			-			-			-			-			-			-			55,125
Common stock issued to settle accounts payable at $0.18
per share	226,685		23		40,780			-			-			-			-			-			-			40,803
Common stock issued to settle accounts payable at $0.08811
per share	81,667		8		7,188			-			-			-			-			-			-			7,196
Common stock issued to settle accounts payable at $0.073995
per share	616,000		62		45,519			-			-			-			-			-			-			45,581
Common stock issued to settle accounts payable at $0.09
per share	989,630		99		88,968			-			-			-			-			-			-			89,067
Common stock issued to settle wages payable at $0.2295 per share	453,285		45		103,984			-			(94,107	)		-			-			-			-			9,922
Common stock issued pursuant to terms of cashless warrant at
$0.28685 per share	477,079		48		136,802			-			(136,850	)		-			-			-			-
Amortization of deferred share compensation	-		-		-			27,625			-			-			-			-			-			27,625
Fair value of warrants attached to debt issued in year	-		-		168,600			-			-			-			-			-			-			168,600
Stock-based compensation	-		-		1,272,400			-			-			-			-			-			-			1,272,400
Common stock to be issued to settle agreement payable	-		-		-			-			595,000			-			-			-			-			595,000
Proceeds received from private placement prior to issuance	-		-		-			-			369,979			-			-			-			-			369,979
Financing fees on private placement	-		-		(41,243	)		-			-			-			-			-			-			(41,243	)
Beneficial conversion interest	-		-		6,360			-			-			-			-			-			-			6,360
Foreign currency translation loss	-		-		-			-			-			-			-			-			(12,781	)		(12,781	)
Unrealized gain on adjustment of agreement payable to fair market value	-		-		-			-			-			-			-			-			120,000			120,000
Net loss	-		-		-			-			-			-			-			(3,876,548	)		-			(3,876,548	)
Balance, December 31, 2010	120,498,559	$	12,052	$	48,132,686		$	(5,918	)	$	1,177,780		$	-		$	(54,215,178	)	$	(3,876,548	)	$	191,643		$	(8,583,483	)

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

F-4

WESCORP ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(A Development Stage Company)

		Years Ended December 31,
		2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,490,138	)	$	(7,077,420	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,228			140,987
Stock-based compensation		1,272,400			468,800
Interest accreted on financial instruments		168,600			108,900
Beneficial conversion interest		6,360			-
Gain on settlement of agreement payable		(3,486,867	)		-
Gain on disposal of subsidiaries		(86,984	)		-
Loss on impairment in value of investment		29,592			-
Loss on impairment in value of equipment		-			381,706
Fair value of common stock issued for services		337,316			286,758
Loss (gain) on forgiveness of debt		36,023			(1,522,515	)
Amortization of deferred share compensation		27,625			27,500
Penalty for late delivery of shares		2,895,498			3,261,762
Write down of subscriptions receivable		-			22,500
Loss from discontinued operations		431,070			1,052,176
Changes in operating assets and liabilities:
Accounts receivable		103,244			(61,903	)
Prepaid expenses		(2,169	)		(3,850	)
Accounts payable and accrued liabilities		813,295			743,941
Net cash used in operating activities		(1,943,907	)		(2,170,658	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(6,846	)		(2,950	)
Cash utililzed in disposition of subsidiaries		(780	)		-
Net cash used in investing activities		(7,626	)		(2,950	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable		(68,968	)		-
Proceeds from notes payable		238,616			671,594
Proceeds from convertible debentures		100,000			-
Repayments on debentures payable		(47,775	)		(100,000	)
Increase in amounts due to related parties		150,810			-
Proceeds from issuance of common stock		1,118,835			939,231
Proceeds received from private placement		358,472			386,648
Net cash provided by financing activities		1,849,990			1,897,473
CASH FLOWS FROM (USED BY) DISCONTINUED OPERATIONS		434,665			(5,622	)
Effect of exchange rates		(20,859	)		(29,128	)
Net increase (decrease) in cash		312,263			(310,885	)
Cash, beginning of year		118,286			429,171
Cash, end of year	$	430,549		$	118,286
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for:
Interest	$	89,465		$	63,073
Income taxes	$	-		$	-

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

F-5

WESCORP ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

		Years Ended December 31,
		2010		2009

NON+CASH INVESTING AND FINANCING ACTIVITIES:

Shares issued to settle accounts payable	$	286,676	$	112,188
Common stock issued to settle converitble debentures	$	190,000	$	1,192,500
Common stock issued to settle debentures payable	$	264,988	$	-
Common stock issued to settle debt	$	1,924,681	$	-
Private placement issuance costs	$	59,462	$	474,790

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

F-6

WESCORP ENERGY INC. (a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Wescorp Energy Inc. (the “Company”) was incorporated in Delaware on August 11, 1998. The Company acquires, develops, and commercializes technologies that are designed to improve the management and environmental and economic performance of field operations for energy producers. The Company’s business model is to acquire, fund and develop new systems and technologies in this field through investments in companies or products where early stage product development has been completed.

Flowstar Technologies Inc. and Flowray Inc. (collectively called “Flowstar”) were involved in the development and marketing of products for the petroleum and gas industries. Flowstar generated revenues from the sale of electronic metering systems, related accessories, and service of the systems but did not realize profitable operations. On January 5, 2010, the Company discontinued its Flowstar operations and sold certain assets related to this business (See Note 11) and re-entered the development stage. Accordingly, the operations of Flowstar have been disclosed as discontinued operations for 2010 and 2009. See note 12 for disposal of the Company’s subsidiaries.

The Company was also in the business of cementing and stimulation of chemical products through its subsidiary Raider Chemical Corporation (“Raider”). In October, 2010, the Company discontinued its Raider operations (See Note 11). Accordingly, the operations of Raider have been disclosed as discontinued operations for 2010 and 2009.

Going Concern

These consolidated financial statements have been prepared under the assumption that the Company will continue on a going concern basis and that it will be able to realize assets and discharge liabilities in the normal course of business. As reported in the accompanying financial statements, the Company has an accumulated deficit of $58,705,316 and a working capital deficiency of $9,203,919 at December 31, 2010. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets in the event the Company cannot continue as a going concern.

The Company’s continuance as a going concern is dependent upon its ability to continue to raise financing to fund ongoing losses until the Company generates sufficient revenue to achieve profitable operations in the future. Management believes the Company will attain these goals by expanding its revenue base, seeking additional capital from new equity or debt securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. The Company’s continuance as a going concern is also dependent on the settlement of its debt obligations in default (See Note 9) and the Company’s penalty share obligation (See Note 5).

Through the next fiscal year, management estimates that significant additional funding is necessary to continue operations. The timing and amount of capital requirements, including the ability to raise capital, will depend on a number of factors, including demand for products and services and the availability of opportunities for international expansion through affiliations and other business relationships, and in particular settlement of obligations noted above.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with U.S. generally accepted accounting principles (“GAAP”), and are expressed in United States dollars. These financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to determining the fair value of financial instruments, stock-based transactions, agreement payable, and deferred income tax rates.

F-7

Concentration of Cash and Credit Risk

The Company maintains its cash in commercial accounts at major Canadian and U.S. financial institutions. At times, amounts maintained exceed Federal Deposit Insurance Corporation insured limits.

During the year ended December 31, 2009, sales to one customer accounted for 100% of revenue.

Equipment

Equipment is initially stated at cost. Depreciation is provided using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the term of the lease, whichever is shorter. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized.

The Company evaluates the recoverability of equipment when changes in events or circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts.

Revenue

The Company recognizes revenue when the customer has accepted delivery of the product, has agreed it meets their requirements, when no significant contractual obligations for completion remain, and collection is reasonably assured. Revenue is reported net of a provision for estimated product returns. All amounts billed to customers related to shipping and handling are classified as revenues.

Income Taxes

Income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

Earnings (Loss) per Share

Loss per share is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted loss per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Although there were common stock options and warrants outstanding at December 31, 2010 and 2009, they were not included in the calculation of diluted loss per share because they are anti-dilutive.

Stock-Based Compensation

The Company records compensation expense in the financial statements for share based payments using the Black-Scholes fair value method at the time of grant.

Fair Value of Financial Instruments

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, accounts receivable, accounts payable, agreement payable, notes payable, due to related parties and debentures approximates their carrying value due to their short-term nature, unless otherwise stated.

Foreign Currency Translation

The Company’s reporting currency is the United States dollar. The Company’s functional currency for its operating subsidiaries is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in results of operations for the year. Non-monetary assets, and liabilities, denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Items recorded in revenue and expenses arising from transactions are translated at an average exchange rate for the year.

Long-Lived Assets

The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

F-8

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation

Recently Issued Accounting Pronouncements

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.

NOTE 3 – INVESTMENTS

The components of investments which are carried at cost at December 31, 2010 and 2009 were as follows:

		2010		2009
Eureka Oil AS	$	-	$	15,840
Tarblaster AS		-		13,752
	$	-	$	29,592

During the year ended December 31, 2010, the Company determined the above investments were fully impaired.

NOTE 4 – NOTES PAYABLE

		2010		2009
Notes payable – Non-interest bearing, unsecured, due on demand (a)	$	-	$	22,475
Note payable – Interest at 10.0%, unsecured, due on demand (b)		603,027		423,380
Note payable – Interest at 14.0%, unsecured, due September 15, 2011		320,723		-
Note payable – Interest at 10.0%, unsecured, due September 15, 2011 (b)		1,206,965		-
Note payable – Interest at 8.0%, unsecured, due on demand (d)		198,735		-
Note payable – Interest at 10.0%, unsecured, due on demand (e)		60,978		-
Note payable – Interest at 14.0%, unsecured, due on demand		100,000		100,000
	$	2,490,428	$	545,855

The following comprise the Company’s long-term notes payable at December 31, 2010 and 2009:

		2010		2009
Note payable – Interest at 14.0%, unsecured, due September 15, 2011	$	-	$	330,723
Note payable – Interest at 10.0%, unsecured, due September 15, 2011		-		1,206,965
	$	-	$	1,537,688

	(a)	During the year ended 2010, the Company disposed of Flowstar which held these notes.

	(b)	During the year ended December 31, 2010, the Company issued notes payable in the amount of $238,616 and repaid notes in the amount of $58,967.

	(c)	During the year ended December 31, 2010, the Company repaid $10,000 of the note payable.

	(d)	During the year ended December 31, 2010, the Company converted $218,735 in accounts payable owing to a vendor to a note payable, $20,000 of the note has been repaid as at December 31, 2010.

	(e)	During the year ended December 31, 2010, the Company converted $60,978 in accounts payable owing to a vendor to a note payable.

Accrued interest relating to the notes payable of $288,696 has been included in accrued liabilities.

NOTE 5 – AGREEMENT PAYABLE

In connection with the acquisition of Flowstar, the Company concluded the acquisition of 100% of the outstanding shares of Vasjar Trading Ltd. (“Vasjar”), a British Virgin Islands company. The acquisition required the Company to issue 2,400,000 common shares, and an additional minimum 2,080,000 common shares issued over three years (480,000 on or before April 1, 2005, 800,000 on or before April 1, 2006, and 800,000 on or before April 1, 2007).

On April 1, 2007, the Company was not able to deliver 800,000 free-trading shares required under the purchase agreement to acquire Vasjar, and thus the Company is obligated to issue the former Vasjar shareholders an additional 10% penalty common shares of the Company, compounded monthly, for each month that the free-trading common shares are not delivered resulting in a charge to operations for the fair value of these penalty common shares. The Company and the former Vasjar shareholders disagree as to whether the number of shares that can be issued is limited by another provision of the agreement.

F-9

To date, no shares have been issued. The Company has been able to reach a mutually acceptable settlement with one of the former Vasjar shareholder on April 12, 2011 (See Note 13); however, the Company was not yet been able to reach an agreement with the other former Vasjar shareholder.

The penalty common shares resulted in a charge to operations of $2,895,498 for the year ended December 31, 2010 (2009-$3,261,762). As at December 31, 2010, the Company has recorded an estimated aggregate of 29,156,194 (2009: 18,580,124) in common shares valued at $4,081,867 (2009: $5,388,236) in relation to the penalty shares owing to the shareholder the Company has not reached a settlement with. The cumulative amount accrued for the obligation has been recorded based on the quoted market price at December 31, 2010 and 2009 multiplied by the aggregate share amount.

There is a measurement uncertainty as to the actual value of this obligation as it is impacted by the market price of the common shares. Accordingly, the actual loss from the Vasjar purchase agreement is contingent upon future events which cannot be reasonably measured at this time.

NOTE 6 – DEBENTURES

		2010			2009
Convertible debenture	$	-		$	90,000

On June 14, 2010, the Company issued 450,000 common shares to repay the principal balance owing on the convertible debenture and recorded a loss on debt settlement in the amount of $13,275.

On September 15, 2009, the Company settled the $2,250,000 convertible debenture in exchange for 4,500,000 common shares of the Company. The fair value of the shares issued was $1,192,500 and as a result there was a gain on the settlement of debt in the amount of $1,057,500. In addition, the convertible debenture holder agreed to waive the balance of accrued interest in the amount of $512,260 in exchange for 2,250,000 warrants of the Company. Each warrant allows the holder to purchase common shares of the Company at a price of $1.00 per share and expires September 15, 2012. The warrants have a fair value of $261,100. As a result of this transaction, a gain on the settlement of debt in the amount of $251,160 was recorded.

Debentures

		2010		2009
Debentures, Interest at 14%, denominated in CAD dollars	$	-	$	167,213
Debentures, Interest at 14%, denominated in US dollars		-		50,000
	$	-	$	217,213

On June 14, 2010, the Company issued 250,000 common shares to repay the principal balance owing of $50,000 on the debenture denominated in US dollars. As a result of this transaction the Company recorded a loss on the settlement of debt in the amount of $5,125.

On June 14, 2010, the Company issued 625,000 common shares to repay the principal balance of $119,438 (CAD $125,000) of debentures denominated in CAD dollars. As a result of this transaction the Company recorded a loss on the settlement of debt in the amount of $17,623.

During the year ended December 31, 2010 a debenture with a principal balance of $47,775 (CAD $50,000) was repaid with cash.

NOTE 7 – SHARE CAPITAL

Authorized

250,000,000 common shares and 50,000,000 preferred shares

Issued

As at December 31, 2010, the Company had issued 120,498,559 common shares.

F-10

Warrants

Changes in the number of warrants outstanding are summarized as follows:

	December 31,		December 31,
	2010		2009
Warrants, beginning	18,547,131		24,153,582
Granted	18,005,911		5,915,000
Expired	(10,207,131	)	(11,521,451	)
Warrants, ending	26,345,911		18,547,131

The weighted average life and weighted average exercise price of the warrants is 1.2 years and $0.47, respectively. The fair value of the warrants is calculated using Black-Scholes incorporating the following weighted average assumptions:

	2010	2009
Risk free interest rate	3.0%	3.0%
Expected dividend yield	Nil	Nil
Expected stock price volatility	89%	111%

Options

Changes in the number of stock options outstanding are summarized as follows:

	December 31,		December 31,
	2010		2009
Outstanding, beginning	5,300,281		7,070,286
Issued	11,394,796		2,150,000
Expired/Cancelled	(671,427	)	(3,920,005	)
Outstanding, ending	16,023,650		5,300,281

The weighted average remaining life and weighted average exercise price of the options is 3.9 years and $0.28, respectively. As at December 31, 2010, 12,640,230 options had vested. The 11,394,796 stock options granted during the year ended December 31, 2010 had a calculated fair value of $1,123,400.

The fair value of stock options was calculated using Black-Scholes incorporating the following weighted average assumptions:

	2010	2009
Risk free interest rate	3.0%	3.0%
Expected dividend yield	Nil	Nil
Expected stock price volatility	89%	111%

NOTE 8 – COMMITMENTS

Operating Leases

The Company has long-term leases relating to office, vehicles, and warehouse space. Annual future aggregate minimum payments under operating leases and commitments for the next five years are as follows:

2011	$	378,120
2012		354,860
2013		252,680
2014		216,920
2015		59,250
	$	1,261,830

F-11

NOTE 9 - RELATED PARTY TRANSACTIONS

Summary of related party transactions as follows for the years ended December 31, 2010 and 2009:

		2010		2009
Current:
Due to Related Party (a)	$	101,397	$	101,397
Note Payable to Related Party (b)		150,810		-
Note Payable to Related Party Interest at 14%, unsecured, Due September 15, 2011 (c)		116,877		-
Related Party Note Payable, Interest at 0%, Due on demand, Unsecured		-		1,924,681
		369,084		2,026,078
Long-term:
Note Payable to Related Party Interest at 14%, unsecured, Due September 15, 2011 (c)		-		116,877
	$	369,084	$	2,142,955

	(a)	As at December 31, 2010 and 2009, $101,397 is owed to a company controlled by a director of the Company. This amount bears no interest and is due on demand.

	(b)	On June 23, 2010, the Company entered into an agreement under which the Company would receive $150,810 (CAD $150,000) from a company controlled by a director of the Company. The loan is structured as a promissory note that is secured by the inventory and receivables of Raider, bears interest at the rate of 16% per annum, and is due on demand. Accrued interest in the amount of $12,627 related to this note is included in accrued liabilities.

	(c)	During the year ended December 31, 2009, $100,000 in principal and $16,877 in interest owing to a director of the Company was converted to a promissory note. This note is due September 15, 2011. Accrued interest in the amount of $21,160 related to this note is included in accrued liabilities

During the year ended December 31, 2010, the Company paid consulting fees in the amount of a$136,171 (CAD $140,000) (2009 - $Nil) to a company controlled by a director of the Company.

Related party transactions are recorded at the exchange amount being the amount of the consideration as agreed to by the parties.

NOTE 10 – INCOME TAXES

The provision for income taxes differs from the amount that would have resulted in applying the combined federal statutory tax rate as follows:

		2010			2009
Loss before discontinued operations	$	(4,059,068	)	$	(6,025,244	)
Statutory income tax rate		35%			35%
Expected in tax recovery at statutory income tax rates	$	(1,420,674	)	$	(2,127,430	)
Non-deductible expenses		388,498			1,287,954
Other reconciling items		42,000			15,075
Difference in foreign tax rates		53,960			114,037
Change in valuation allowance		936,216			710,364
Income tax recovery	$	-		$	-

Temporary differences that give rise to the following deferred income tax assets and liabilities are:

		December 31,			December 31,
		2010			2009
Deferred income tax assets (liabilities)
Canadian non-capital loss carryforwards	$	437,104		$	1,394,701
US net operating loss carryforwards		7.102,915			6,557,382
US reserves		337,346			379,346
Equipment, Canada		279,029			35,157
Equipment, US		-			(430	)
		8,166,751			8,366,156
Valuation allowance		(8,166,751	)		(8,366,156	)
	$	-		$	-

F-12

The Company has the approximately $18,000,000 of US federal operating loss carry forwards that may be offset against future taxable income. These losses expire as follows:

2027	$	15,000,000
2028		1,700,000
2029		1,300,000
	$	18,000,000

The Company also has approximately $1,700,000 of Canadian tax losses. The Canadian losses expire in the years from 2027 to 2030.

NOTE 11 – DISCONTINUED OPERATIONS

During fiscal 2009, the Company determined to leave the electronic metering business. On January 5, 2010, the Company sold a substantial portion of its assets related to the electronic metering business. The Company had operated its electronic metering systems business through its subsidiary Flowstar.

The Company also discontinued operations in its subsidiary Raider, as a result the Company has left the drilling related products and related services business.

The following table summaries the operating results of the discontinued operations for the years ended December 31, 2010 and 2009:

		2010			2009
Revenue	$	1,266,302		$	2,317,788
Cost of sales		794,618			1,762,044
		471,684			555,744
Expenses		902,754			1,607,920
Loss from discontinued operations	$	(431,070	)	$	(1,052,176	)

Included in the expenses above is a loss in the amount of $304,210 to write-down the specific assets related to this sale to their estimated fair value less cost to sell at December 31, 2009. In addition, Flowstar and Raider are in default in their building leases and as a result $613,590 in lease expense has been accrued in the financial statements as at December 31, 2010.

The following table sets forth the assets and liabilities of the discontinued operations.

		2010		2009
Accounts receivable, net of allowance for doubtful accounts	$	11,448	$	515,354
Inventories		10,441		120,711
Prepaid		8,268		54,601
Current assets of discontinued operations		30,157		690,666
Equipment of discontinued operations, net of accumulated depreciation		-		45,224
Total assets of discontinued operations	$	30,157	$	735,890

Accounts payable and accrued liabilities	$	687,675	$	525,991
Current portion of notes payable		57,441		63,776
Total liabilities of discontinued operations	$	745,116	$	589,767

NOTE 12 – DISPOSITION OF SUBSIDIARIES

On September 25, 2010, the Company disposed of its 100% interest in Vasjar and its subsidiaries Penta Holdings Ltd., Flowstar International Inc., Quadra Products International Inc., and Flowstar Services Inc for consideration of $1. The purchaser has assumed all the liabilities of Vasjar and its subsidiaries. As a result of this transaction the Company has recorded a gain of $86,984 during the year ending December 31, 2010.

NOTE 13 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements.

In January 2011, the Company acquired ten aerators to fulfill its contractual obligations with respect to the requirement to purchase aerators under a licensing agreement for certain intellectual property rights relating to the H₂Omaxx technology. Each aerator was purchased at a cost of approximately $25,000.

F-13

On April 6, 2011, the Company entered into an agreement with Allied Holdings Group, Inc. (“Allied”) to pursue certification of the Company's H₂Omaxx clean water technology for international maritime vessel operations. The Company will provide the H₂Omaxx technology and technical support and Allied will focus on international and US certification for H₂Omaxx as well as market development and funding. The joint venture, known as Wescorp Marine, Inc. will be a Delaware corporation owned 65% by the Company and 35% by Allied. Wescorp Marine Inc. will have the exclusive rights to develop the H₂Omaxx technology.

On April 12, 2011, the Company entered into a liability release agreement with one of the former Vasjar shareholders. Under the terms of the agreement, the Company agreed to issue 980,000 free trading common shares and 4,020,000 restricted common shares to settle the claim made by the former Vasjar shareholder as described above in Note 5. In return the former Vasjar shareholder has released all claims against the Company. As a result of this agreement the Company has recorded a gain on settlement in the amount of $3,486,867 in the statement of operations and comprehensive loss for the year ended December 31, 2010. The estimated fair value of the shares to be issued under the agreement is $595,000 and is included in the balance of obligation to issue shares. The Company is to have all restrictions removed from the restricted shares within 14 months of this agreement. If such restrictions are not removed the Company is to pay a late penalty of $1,000 per day until such restrictions are removed up to a maximum of $20,000.

F-14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A (T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer) and Principal Accounting Officer (principal financial officer), conducted an evaluation of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer (principal executive officer) and Principal Accounting Officer (principal financial officer) concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report in ensuring that material information required to be disclosed is included in the reports that we file with the Securities and Exchange Commission.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our company’s financial reporting for external purposes in accordance with United States accounting principles generally accepted. Our internal control over financial reporting includes (i) maintaining records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (ii) providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles; (iii) providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and our directors; and (iv) providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

In order to evaluate the effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based upon that evaluation, we have concluded that, as at December 31, 2010, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. An Audit committee chair, Mr. de Smedt, has been appointed. Our audit committee is being formed and will be operating in 2011.

The aforementioned material weaknesses were identified by the Company’s Chief Executive Officer and Principal Accounting Officer in connection with the audit of our financial statements as of December 31, 2010 and these findings were reported to our management and board of directors. Management of the Company believes that the material weaknesses set forth in (2), (3), and (4) above did not affect the Company’s financial results. However, management believes that the lack of a functioning audit committee can result in material deficiencies in the Company’s determination of its financial statements for future years.

We are committed to improving our financial organization. As part of this, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company by doing the following: i) appointing one or more independent directors to our board of directors who shall additionally be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on the Company’s board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of the US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes.

Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn-over issues within the department occur. This, coupled with the appointment of additional independent directors will greatly decrease any control and procedure issues that the Company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the Company’s last fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On April 13, 2011, Robert Nicolay resigned from his position as Chief Financial Officer of the Company.

On April 15, 2011, Ken James resigned from his position as a director of the Company.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth the names, ages, and positions of the current directors and executive officers of the Company. Each director shall serve as a director until he resigns or his successor is duly elected or appointed. A description of each individual’s business background follows.

Name	Age	Position
Doug Biles	65	Director, President and CEO
Robert Power	49	Director, Executive Chairman
Alfred Comeau	65	Director
Jos De Smedt	47	Director
Mark Norris	49	Director

Mr. Doug Biles, P. Eng.

Doug Biles has served as a director and our President and Chief Executive Officer since May 28, 2004. Mr. Biles has over 40 years of technical, operational and management experience within the upstream hydrocarbon industry. Previously Mr. Biles held positions of director, President, CEO and Chairman of companies in both the public and private sector, including international divisions of Kerr McGee. Prior to joining Wescorp, Doug was semi-retired overseeing various private investment interests. In particular, from 1999 to 2004, Mr. Biles served as the Chairman of the Chinook Group, which consists of three private companies which supplied venture capital, professional operational and senior management personnel, and technical expertise to high risk petroleum and mineral projects in the Former Soviet Union, the Middle East, Africa and South and Central America. Prior to that, Mr. Biles was the CEO of a public company which obtained oil and gas leases in the Former Soviet Union and brought them into production. The company was ultimately sold.

Mr. Biles holds a B.Sc. in Biochemistry and a B.Sc. in Chemical Engineering from the University of Calgary and is a member of the Association of Professional Engineers, Geologists, and Geophysicists of Alberta and the Society of Petroleum Engineers.

Mr. Biles was elected to the Board due to his over 40 years of technical, operational and management experience within the upstream hydrocarbon industry.

Mr. Robert Power

Robert Power was appointed as a Director and as Chairman on January 6, 2010.

Mr. Power brings corporate leadership and a broad range of experience in energy, environment, law, and business. Mr. Power was recently the Board Chair of EuroMax Resources (TSXV), and a board member of Adriana Resources (TSXV) and Board Chair and board member of Silk Road Resources (TSXV). He recently completed a 5 year term as Co-Chair of Blakes National Energy Law Group. Blakes is one of Canada’s oldest, largest, and most successful international law firms.

While practicing law, Mr. Power was ranked by the international periodical, Chambers Global in the number 1 tier of lawyers internationally, and is described as “an extraordinary manager and deal maker; he provides a brilliant mixture of business and legal advice”. Annually, Mr. Power was recognized in The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada, and is described by the National Post as a “globally respected” lawyer. The Lexpert-Thomson Findlaw Guide recognizes Mr. Power as one of the “Leading 100 Canada/US Cross-Border Corporate Lawyers in Canada” (2005).

Mr. Power has worked on five continents, and has a wide range of business, political and finance contacts. He has successfully acted as an international facilitator and negotiator for the International Organization for Standardization and has also contributed to the National Standards Council and the Canadian Standards Association national standards development process.

Mr. Power was the Board Chair and President of Canada’s largest foundation (the Ontario Trillium Foundation) where he and his team grew it from 12 to 100 employees, granting $100M a year, and winning several international awards. Mr. Power is a member of Young President's Organization (YPO), an international senior executive network.

Mr. Power was elected to the Board due to his corporate leadership and broad range of experience in energy, environment, law, and business.

Mr. Alfred Comeau P. Eng.

Mr. Comeau has served as a director since March 5, 2003. From 1976 to 2002, Mr. Comeau was the President and CEO of AHC Holdings Inc. (AHC), a private company owned by himself and his spouse. AHC, through its predecessor corporation, A. Comeau & Associates Ltd., was an electrical engineering firm with over 100 employees, specializing in the design and installation of electrical and instrumentation control systems for various processing plants in the petroleum and petrochemical industries. In April 2002, he sold his interest in the company to a large public entity focused in the petroleum industry.

Mr. Comeau received his B.Sc. in Electrical Engineering from the University of Alberta in 1969 and is a member of the Association of Professional Engineers, Geologists, and Geophysicists of Alberta.

Mr. Comeau was elected to the Board due to his 26 years experience as the President and CEO of AHC Holdings Inc. (AHC), a private company.

Mr. Jos De Smedt

Mr. De Smedt has 25 years experience in the finance/accounting/auditing and management consulting industry, principally with Pricewaterhouse Coopers and subsequently with IBM Canada. In 2008 Mr. De Smedt joined CanAm Coal Corp. (TSXV) as Chief Financial Officer.

Mr. Mark Norris

Mark Norris was appointed as a Director on March 7, 2007, and as Chairman on June 24, 2008. Since 2004, he has served as President of Mark Norris Consulting Ltd, an Alberta based political and public policy think tank. From 2001 to 2004, he was the Minister of Economic Development in the Alberta Government. Prior to this, he owned and operated several successful businesses in Alberta. Mr. Norris was elected to the Board due to experience in both the government and private industry.

Audit Committee

On April 24, 2003, we adopted Terms of Reference and an Audit Committee Charter for our Company. At present our Audit Committee consists of the entire Board. Mr. de Smedt has been appointed the Chair of the Audit Committee. In 2011, we will increase the accountability of Management to the Audit Committee, which will be comprised of independent board members.

Family Relationships

There is no family relationship between any director, executive, or person nominated or chosen by us to become a director or executive officer of our Company.

Compensation Committee

The Board of Directors has not delegated a Compensation Committee and has not yet determined the members of any Compensation Committee. The Company plans to identify potential candidates who have not been an officer or employee of the Company or any subsidiary of the Company, or have any relations with the Company that would require disclosure under Item 404 of Regulation S-K under the Exchange Act.

It is intended that the Compensation Committee will ultimately set the compensation for executive officers and establish compensation policies for the Company’s Chief Executive Officer and all other executive officers of the Company. Certain decisions of the Compensation Committee will be subject to approval of the Company’s Board of Directors. At this time, duties of a Compensation Committee are performed by the entire Board of Directors.

Code of Ethics

The Company endeavors to adhere to provide assurances to outside investors and interested parties that the Company’s officers, directors and principal financial officer adhere to a reasonably responsible code of ethics. On November 20, 2006, we adopted a Code of Ethics, which applies to all officers, directors, and employees of the Company. The Company shall provide any person without charge, a copy of our Code of Ethics, which may be requested by contacting Douglas Biles at (403) 206-3990.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, executive officers and holders of more than 10% of the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. The Company believes that during the year ended December 31, 2010, its officers, directors, and holders of more than 10% of the Company’s common stock complied with all Section 16(a) filing requirements. In making these statements, the Company has relied solely upon its review of copies of the Section 16(a) reports filed for the fiscal year ended December 31, 2010 on behalf of the Company’s directors, officers, and holders of more than 10% of the Company’s common stock; except Mr. Huber who is a holder of more than 10% of the Company’s common stock has yet to file Forms 3 & 4.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information with respect to the annual and long-term compensation for the last two fiscal years for our President and Chief Executive Officer and our other executive officers, including former executive officers and executive officers of our wholly owned and controlled subsidiaries during the fiscal years ended December 31, 2010, and 2008.

Summary Compensation Table

												Nonqualified
										Non-Equity		Deferred
Name and							Stock	Option		Incentive Plan		Compensation		All Other
Principal							Awards	Awards		Compensation		Earnings		Compensation		Total
Position	Year		Salary ($)		Bonus ($)		($)	($)(2)		($)		($)		($)		($)
Doug Biles, President, Chief Executive Officer (1)	2010	$	176,431	$	-	$	- $	-	$	-	$	-	$	-	$	169,146
	2009	$	166,766	$	-	$	- $	161,600	$	-	$	-	$	-	$	328,366

Robert Power, Executive Chairman	2010	$	-	$	-	$	- $	924,000	$	-	$	-	$	-	$	924,000
Robert Power, Executive Chairman	2009	$	-	$	-	$	- $	-	$	-	$	-	$	-	$	-
Robert Nicolay, Chief Financial Officer	2010	$	-	$	-	$	- $	163,800	$	-	$	-	$	-	$	163,800
Robert Nicolay, Chief Financial Officer	2009	$	-	$	-	$	- $	-	$	-	$	-	$	-	$	-
Scott Shemwell, Chief Operating Officer	2010	$	-	$	-	$	- $	-	$	-	$	-	$	-	$	-
Scott Shemwell, Chief Operating Officer	2009	$	96,000	$	-	$	- $	-	$	-	$	-	$	-	$	96,000

(1)	Mr. Biles, President, and CEO received a salary for the period January 1, 2010 to December 31, 2010 in the amount of CAD $181,644, which was translated at an average rate of exchange for the period of 0.9713. He also received a salary for the period January 1, 2009 to December 31, 2009 in the amount of CAD $189,571, which was translated at an average rate of exchange for the period of 0.8797.

(2)	The estimated fair value of any option or common stock granted was determined in accordance with FASB ASC Topic 718.

Employment Agreement with our Chief Executive Officer

On September 7, 2007, we entered into an employment agreement with Douglas E. Biles (the “Biles Employment Agreement”), effective September 1, 2007. Pursuant to the Biles Employment Agreement, Mr. Biles will continue to be employed as our Chief Executive Officer for a two-year period commencing on September 1, 2007 and ending on August 31, 2009. The Biles Employment Agreement was automatically extended for a two-year period ending on August 31, 2011. The Biles Employment Agreement shall automatically be extended for a further two-year period unless Mr. Biles or the Company serves written notice at least ninety days prior to the end of the original two-year period. Mr. Biles will be entitled to a gross annual salary of CAD $180,000 or such other amount as shall from time to time be agreed upon between the parties.

In connection with the Biles Employment Agreement, the Corporation also agreed to execute a stock option agreement granting Mr. Biles 1,200,000 shares of Wescorp options, of which 400,000 options vested immediately upon execution of the Biles Employment Agreement, and 400,000 options will vest on the first and second anniversary dates of the Biles Employment Agreement. The exercise price of these options is $0.501 per share, which was the closing market price of the shares on the NASD Over the Counter Bulletin Board as of September 7, 2007. These options shall expire five years following the vesting date.

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

Employment agreement with our Executive Chair of the Board

On September 24, 2010, Wescorp Energy, Inc. ("Wescorp") entered into an Employment Agreement (the "Agreement") with Robert G. Power ("Power") for Power to serve as Executive Chairman of Wescorp. As Executive Chairman, Mr. Power will be responsible for the overall governance of Wescorp, and will share, with the Chief Executive Officer, responsibility for management, strategy, partner and license identification, relationship development, and technology licensing agreements.

The term of the Agreement is four years from its effective date of January 1, 2010, with an automatic three-year extension unless either party provides a termination notice at least 90 days prior to the end of the four-year term. The annual base compensation is CAD$300,000, which Power may elect, for each year, to be paid in cash or in options to purchase Wescorp common stock. On the date of entering into the Agreement (September 24, 2010), Power elected to be paid in stock options for 2010. The number of options is calculated as the cash amount multiplied by three, and then divided by the exercise price of the options. Except for 2010, the exercise price for the options being paid in lieu of cash salary is the volume-weighted, actual trading price (the "VWAP") for Wescorp common stock on December 20 of the year prior to the year for which the election is being made. For 2010, the date of election and the date for determining the exercise price is September 24, 2010, which is the date on which the Agreement was entered into. For 2011 and each subsequent year during the term, the election shall be made on or before December 20 of the year prior to the year for which the election is made, and the exercise price of the options will be the VWAP for such December 20. If December 20 is not a stock market trading day, then the election and the establishment of the exercise price for the option will occur and be based on the VWAP on the first stock market trading day subsequent to December 20. The options will be fully vested on the date of determination of the exercise price, and they will expire five years from the date on which they vest.

Power, together with the Chief Executive Officer and the Chief Financial Officer of Wescorp, is entitled to participate in the Wescorp Executive Bonus Pool (the "Bonus Pool"). The Bonus Pool is ten percent of the pre-tax profit for each fiscal year of Wescorp. The Agreement provides that Power will be entitled to not less than 35% of the amount of the Bonus Pool for each full fiscal year during which the Agreement is in effect. A Bonus Pool payment, if available, shall be made to Power on or before the date of filing of Wescorp's Form 10-K with the SEC, following the year for which the payment is being made. To the extent that Wescorp's Board Of Directors determines, acting reasonably, that Wescorp's cash position does not reasonably justify paying all or part of the Bonus Pool payments, those payments will be deferred until the Board determines, acting reasonably, that it is appropriate for Wescorp to make the payment. Wescorp does not anticipate that a pre-tax profit will occur in 2010 so that there will not be any amounts in the Bonus Pool for 2010.

Also as part of the compensation, Power was entitled to receive a one-time incentive payment of $150,000 on or before January 1, 2011. Power could elect to receive this payment in cash, shares of Wescorp common stock, or options to purchase shares of Wescorp common stock. He chose cash, which had not been paid as of April 14, 2011.

Outstanding Equity Awards

DECEMBER 31, 2010 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

	Option Awards					Stock Awards
								Equity
								Incentive
								Plan	Equity
								Awards:	Incentive
			Equity					Number	Plan
			Incentive			Number		of	Awards:
			Plan			of	Market	Unearned	Market or
			Awards:			Shares	Value of	Shares,	Payout Value
	Number of	Number of	Number of			or	Shares or	Units	of Unearned
	Securities	Securities	Securities			Units of	Units of	or Other	Shares, Units
	Underlying	Underlying	Underlying			Stock	Stock	Rights	or Other
	Unexercised	Unexercised	Unexercised	Option		That	That	That	Rights That
	Options	Options	Unearned	Exercise	Option	Have Not	Have Not	Have Not	Have Not
	(#)	(#)	Options	Price	Expiration	Vested	Vested	Vested	Vested
Name	Exercisable	Unexercisable	(#)	($)	Date	(#)	($)	(#)	($)
Doug Biles	68,182	-	-	0.44	31-Mar-11	-	-	-	-
Doug Biles	65,217	-	-	0.46	30-Jun-11	-	-	-	-
Doug Biles	45,455	-	-	0.44	30-Sep-11	-	-	-	-
Doug Biles	400,000	-	-	0.50	30-Sep-12	-	-	-	-
Doug Biles	400,000	-	-	0.50	30-Sep-13	-	-	-	-
Doug Biles	400,000	-	-	0.50	30-Sep-14	-	-	-	-
Robert Power	7,291,937	-	-	0.188	24-Sep-15	-	-	-	-
Robert Power	-	1,316,710	-	0.188	24-Sep-16	-	-	-	-
Robert Power	-	1,316,710	-	0.188	24-Sep-17	-	-	-	-
Robert Nicolay	969,439	-	-	0.24	26-May-15	-	-	-	-
Robert Nicolay	-	250,000	-	0.24	26-May-16	-	-	-	-
Robert Nicolay	-	250,000	-	0.24	26-May-17	-	-	-	-

Compensation of Directors

DECEMBER 31, 2010 DIRECTOR COMPENSATION TABLE

							Change
							in Pension
							Value and
	Fees						Nonqualified
	Earned or					Non-Equity	Deferred
	Paid in		Stock		Option	Incentive Plan	Compensation		All Other
	Cash		Awards		Awards	Compensation	Earnings		Compensation		Total
Name	($)		($)(1)		($)(1)	($)	($)		($)		($)
Alfred Comeau	-	$	136,171	(2)	-	-	-	$	-	$	136,171
Robert Nicolay (3)	-	$	3,625		163,800	-	-	$	-	$	167,425
Doug Biles (4)	-	$	-		-	-	-	$	-	$	-
Mark Norris	-	$	49,200		-	-	-	$	-	$	49,200
Robert Power	-	$	-		924,000	-	-	$	-	$	924,000
Jos de Smedt	-	$	-		-	-	-	$	-	$	-
Ken James	-	$	-		-	-	-	$	-	$	-

(1)	Amounts set forth in this column reflect the amounts expensed by the Company in the year, pursuant to FAS 123R.
(2)	Alfred Comeau received CAD $140,000 in consulting fees, translated at an average rate of exchange for each month the services were performed for the Company, in the fiscal year ended December 31, 2010.
(3)	Robert Nicolay had 1,469,439 total options outstanding at the year-end, 969,439 of which were vested.
(4)	Doug Biles had 1,378,854 total options outstanding at the year-end, all of which were vested.
(5)	Robert Power had 9,925,357 total options outstanding at the year-end, 7,291,937 of which were vested.

We do not regularly compensate directors who are also officers for their time spent in their capacity as directors. Compensation for members of the Board who are not officers of the Company is in the form of 50,000 shares per annum for their time spent on our behalf. All directors are entitled to receive reimbursement for out of pocket expenses incurred for attendance at our Board of Directors meetings.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees, in the event of retirement. Except as discussed above with respect to our employment agreements, there are also no compensatory plans or arrangements with respect to any individual named above that result or will result from the resignation, retirement or any other termination of employment with our Company, or from a change in the control of our Company.

Director Independence

Our common stock trades on the OTC Bulletin Board. As such, we are not currently subject to corporate governance standards of listed companies, which require, among other things, that a majority of the board of directors be independent. The Board affirmatively determines the independence of each Director and nominee for election as a Director; however, the Board has not yet adopted an independence standard or policy. The Board is currently investigating the different policies and intends to adopt an independence policy in the near future. At this time, the Board has determined that each of the following non-employee Directors is independent and has no relationship with the Company, except as a Director and stockholder of the Company: Ken James, and Jos de Smedt.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information, as of April 8, 2011 with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent (5%) of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each director, executive officer and all directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange Commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s Common Stock. As of April 8, 2011, there were 122,362,558 shares of Common Stock outstanding.

The number of shares of Common Stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

The table also shows the number of shares beneficially owned as of April 8, 2011 by each of the individual directors and executive officers and by all directors and executive officers as a group. All options and warrants are convertible into shares of common stock.

Beneficial Ownership Table
(Officers & Directors)
		Amount and Nature of	% of Class
Name and address	Principal Position	Beneficial Owner
Doug Biles (1) (2)	President & CEO, Director	1,796,185	1.36%
Alfred Comeau (1)	Director	5,659,538	4.27%
Mark Norris (1)	Director	400,000	0.30%
Robert Power (1) (5)	Executive Chair	7,291,937	5.50%
Robert Nicolay (1) (6) (7)	CFO	1,669,439	1.26%
	Officers and Directors as a Group (1 ) (2)	16,817,099	12.69%
Jack Huber (8) 255 Westridge Road Edmonton, Alberta T5T 1C2 Canada		14,694,712	11.09%

	(1)	The address for all of our Directors and Officers is Suite 400, 435 – 4^thAvenue S.W., Calgary, Alberta, Canada T2P 3A8.
	(2)	The amount includes 1,378,854 of options to purchase common shares granted to Mr. Biles and exercisable within 60 days of April 8, 2011.
	(3)	Epitihia Trust and Abuelo Trust have voting power over 13,601,491 and 5,000,000 shares, respectively. As the trustee of both Abuelo and Epitihia, J&T Bank And Trust, Inc. may be deemed to beneficially own the 18,601,491 shares beneficially owned in the aggregate by Abuelo and Epitihia.
	(4)	Information concerning ownership of Epitihia Trust obtained solely from a Schedule 13D/A dated April 8, 2010. Although the Company acknowledges that J&T Bank And Trust, Inc. beneficially owns more than 5%, the Company believes that the Schedule 13D/A dated April 8, 2010 does not accurately reflect the beneficial ownership of Epitihia Trust, Abuelo Trust and J&T Bank And Trust, Inc. as the trustee of Abuelo and Epitihia. The Company also believes that the disputed shares have not been issued to Epitihia Trust, Abuelo Trust or J&T Bank And Trust, Inc., as trustee.
	(5)	The amount includes 7,291,937 of options to purchase common shares granted to Mr. Power and exercisable within 60 days of April 8, 2011.
	(6)	The amount includes 1,219,439 of options to purchase common shares granted to Mr. Nicolay and exercisable within 60 days of April 8, 2011.
	(7)	Mr. Nicolay resigned from the Board on April 13, 2011.
	(8)	The amount includes 10,559,295 of common shares not yet issued to Mr. Huber as at April 8, 2011.

Equity Compensation Plan Information

	Number of securities to be	Weighted average	Number of securities
Plan Category	issued on exercise of	exercise price of	remaining available
	outstanding options,	outstanding options,	for future issuance
	warrants and rights	warrants and rights

Equity compensation plans approved by security holders	None	None	None
Equity compensation plans not approved by security holders	38,986,141 (1) (2) (3)	$0.41 per share	N/A
Total	38,986,141 (1) (2) (3)	$0.41 per share	N/A

Notes:

(1)	On September 7, 2007, we entered into an employment agreement with Douglas E. Biles (the “Biles Employment Agreement”), effective September 1, 2007. Pursuant to the Biles Employment Agreement, Mr. Biles will continue to be employed as our Chief Executive Officer for a two-year period commencing on September 1, 2007 and ending on August 31, 2009. The Biles Employment Agreement shall automatically be extended for a further two-year period unless Mr. Biles or the Corporation serves written notice at least ninety days prior to the end of the original two-year period. Mr. Biles will be entitled to a gross annual salary of CAD $180,000 or such other amount as shall from time to time be agreed upon between the parties.

	In connection with the Biles Employment Agreement, the Corporation also agreed to execute a stock option agreement granting Mr. Biles 1,200,000 options, of which 400,000 options vested immediately upon execution of the Biles Employment Agreement, and 400,000 options will vest on the first and second anniversary dates of the Biles Employment Agreement. The exercise price of these options is $0.501 per share, which was the closing market price of the shares on the “Over The Counter Bulletin Board” as of September 7, 2007. These options shall expire five years following the vesting date.

(2)	Robert Power

	On September 24, 2010, Wescorp Energy, Inc. ("Wescorp") entered into an Employment Agreement (the "Agreement") with Robert G. Power ("Power") for Power to serve as Executive Chairman of Wescorp. As Executive Chairman, Mr. Power will be responsible for the overall governance of Wescorp, and will share, with the Chief Executive Officer, responsibility for management, strategy, partner and license identification, relationship development, and technology licensing agreements.

	The term of the Agreement is four years from its effective date of January 1, 2010, with an automatic three-year extension unless either party provides a termination notice at least 90 days prior to the end of the four-year term. The annual base compensation is CAD$300,000, which Power may elect, for each year, to be paid in cash or in options to purchase Wescorp common stock. Given the early stage of the Company, on the date of entering into the Agreement (September 24, 2010), Power elected to be paid in stock options for 2010. The number of options is calculated as the cash amount multiplied by three, and then divided by the exercise price of the options. Except for 2010, the exercise price for the options being paid in lieu of cash salary is the volume-weighted, actual trading price (the "VWAP") for Wescorp common stock on December 20 of the year prior to the year for which the election is being made. For 2010, the date of election and the date for determining the exercise price is September 24, 2010, which is the date on which the Agreement was entered into. For 2011 and each subsequent year during the term, the election shall be made on or before December 20 of the year prior to the year for which the election is made, and the exercise price of the options will be the VWAP for such December 20. If December 20 is not a stock market trading day, then the election and the establishment of the exercise price for the option will occur and be based on the VWAP on the first stock market trading day subsequent to December 20. The options will be fully vested on the date of determination of the exercise price, and they will expire five years from the date on which they vest.

	Power, together with the Chief Executive Officer and the Chief Financial Officer of Wescorp, is entitled to participate in the Wescorp Executive Bonus Pool (the "Bonus Pool"). The Bonus Pool is ten percent of the pre-tax profit for each fiscal year of Wescorp. The Agreement provides that Power will be entitled to not less than 35% of the amount of the Bonus Pool for each full fiscal year during which the Agreement is in effect. A Bonus Pool payment, if available, shall be made to Power on or before the date of filing of Wescorp's Form 10-K with the SEC, following the year for which the payment is being made. To the extent that Wescorp's Board Of Directors determines, acting reasonably, that Wescorp's cash position does not reasonably justify paying all or part of the Bonus Pool payments, those payments will be deferred until the Board determines, acting reasonably, that it is appropriate for Wescorp to make the payment. Wescorp does not anticipate that a pre-tax profit will occur in 2010 so that there will not be any amounts in the Bonus Pool for 2010.

	Also as part of the compensation, Power will receive a one-time incentive payment of $150,000 on or before January 1, 2011. Power may receive this payment in cash, shares of Wescorp common stock, or options to purchase shares of Wescorp common stock, at the election of Power. If Power chooses options, the options shall be issued on December 31, 2010, with an exercise price equal to the VWAP for Wescorp common stock on the last market trading day on or before December 31, 2010. In the case of shares of common stock, the shares will be calculated with a price equal to the VWAP for Wescorp common stock on the last market trading day on or before December 31, 2010.

(3)	Robert Nicolay

	Effective May 27, 2010, Wescorp Energy, Inc. (“Wescorp”) entered into an Agreement for Services (the “Contract”) with Aurora Borealis Management, an Alberta corporation (“Aurora Borealis”), which is 100% owned by Robert Nicolay ("Nicolay"), a member of the Company’s Board of Directors. Pursuant to the Contract, Nicolay, as an employee of Aurora Borealis, will serve as Wescorp’s Prime Financial Consultant acting as Chief Financial Officer on a part-time basis beginning on May 27, 2010 and continuing through May 26, 2012 (the “Term”) unless the Contract is otherwise terminated by one of the parties. Aurora Borealis shall be paid a base annual retainer in the amount of Forty Thousand ($40,000.00) Dollars (the “Annual Retainer”) which may be taken as either cash payable monthly directly to Aurora Borealis on the last day of each month during the Term of the Contract, or fully vested warrants for common shares of Wescorp priced and issued at the time of executing the Contract and on the anniversary of the Contract, provided, that if Aurora Borealis chooses to take its compensation in the form of warrants rather than cash, the number of warrants shall be calculated as the cash amount multiplied by three, and then divided by the exercise price of the warrants, with the exercise price to be the VWAP for Wescorp common stock on the applicable May 27, or if May 27 is not a market trading day, then the VWAP for the last trading day prior to May 27.

	As of the execution date of the Contract and on the anniversary thereof, Wescorp shall issue to Aurora Borealis warrants to purchase one million (1,000,000) shares of Wescorp’s common stock, with an exercise price equal to the market closing price of Wescorp common shares on their respective dates of issuance anniversary of the Term, as applicable, which Warrants shall expire five years from their respective issuance dates and vest according to the following schedule:

		50% vesting immediately,
		25% vesting on the first anniversary of the grant date, and

25% vesting on the second anniversary of the grant date.

Aurora Borealis, together with the Executive Chair and the Chief Executive Officer of Wescorp, also is entitled to participate in the Wescorp Executive Bonus Pool (the "Bonus Pool"). The Bonus Pool is ten percent of the pre-tax profit for each fiscal year of Wescorp. The Contract provides that Aurora Borealis will be entitled to not less than 20% of the amount of the Bonus Pool for each full fiscal year during which the Contract is in effect. A Bonus Pool payment, if available, shall be made to Aurora Borealis on or before the date of filing of Wescorp's Form 10-K with the SEC, following the year for which the payment is being made. To the extent that Wescorp's Board Of Directors determines, acting reasonably, that Wescorp's cash position does not reasonably justify paying all or part of the Bonus Pool payments, those payments will be deferred until the Board determines, acting reasonably, that it is appropriate for Wescorp to make the payment. Wescorp does not anticipate that a pre-tax profit will occur in 2010 so that there will not be any amounts in the Bonus Pool for 2010.

To the extent that, during the time that the Contract is in effect, Wescorp issues any equity or convertible debt or equity for consideration other than services as defined in the Agreement, Aurora Borealis shall be granted to options to purchase 0.949 percent of the amount of securities so issued as follows:

	(i)	with respect to the issuance solely of common or preferred stock, Aurora Borealis will receive options to purchase 0.949 percent of the amount of securities so issued. The exercise price of the options will be the VWAP for Wescorp common stock on the closing date of the new issuance. The options will vest immediately and will expire five years after the date of the closing in which the securities are issued;
	(ii)	with respect to the issuance of options, warrants, convertible notes, convertible debentures or other convertible securities (collectively, the "Convertibles"), Aurora Borealis will receive options to purchase 0.949 percent of the number of securities into which the Convertibles are convertible, provided that the options so received by Aurora Borealis will not vest or otherwise become exercisable unless, until and only to the proportionate extent that the originally issued Convertibles have been exercised or converted. The exercise price of these options will be the VWAP for Wescorp common stock on the date of closing of the issuance of the Convertibles, and the options will have an exercise period equal to the exercise or conversion period of the respective specific Convertible to which each option relates. This respective exercise period for each option will begin on the date of vesting for that option; and
	(iii)	with respect to the issuance of any shares of common or preferred stock that are issued as part of an issuance of Convertibles, Aurora Borealis will receive options to purchase 0.949 percent of the amount of common and/or preferred shares so issued. The exercise price of these options will be the VWAP for Wescorp common stock on the date of the issuance, and the options will expire after a period equal to the length of the exercise period for the Convertibles that were issued in the transaction. These options will vest immediately.

Prior to entering into the Agreement, Aurora Borealis on May 26, 2010 was granted immediately exercisable warrants to purchase 469,439 shares of Wescorp common stock at an exercise price of $0.24 per share in addition to warrants to purchase 1,000,000 shares of Wescorp common stock at an exercise price of $0.24 per share of which 50% vested immediately, 25% vest on May 26, 2011 and 25% vest on May 26, 2012. These warrants satisfy Wescorp's obligations for the Annual Retainer for the first year of the Agreement. The VWAP for Wescorp common stock on May 26, 2010 was $0.24 per share.

The above does not include shares to be issued in conjunction with the Vasjar, or acquisitions (See Business), although said parties or affiliates may also act as service providers after said acquisitions are affected. Also not included are conversions of debt for shares by persons who were service providers for other than goods or services.

Related Person Transactions

The Company has entered into a month-to-month agreement with 788691 Alberta Ltd., (“788691”) under which 788691 provides consulting services to the Company at a rate of $20,000 per month. 788691 is a private company beneficially owned and controlled by Alfred Comeau, a director of the Company.

On June 23, 2010, the Company entered into an agreement with 788691, under which 788691 would lend the Company approximately $150,810 (CAD $150,000). The loan is structured as a promissory note that is secured by the inventory and receivables of Raider, bears interest at the rate of 16% per annum, and is due on demand.

The Company has not implemented a formal written policy concerning the review of related party transactions, but compiles information about transactions between the Company and its directors and officers, their immediate family members, and their affiliated entities, including the nature of each transaction and the amount involved. The Board of Directors annually reviews and evaluates this information, with respect to directors, as part of its assessment of each director’s independence.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

On March 21, 2011, management engaged Dale Matheson Carr-Hilton LaBonte Chartered Accountants (“DMCL”) to serve as the Company's independent registered public accountants for the fiscal year ending December 31, 2010.

The aggregate fees billed by the firm for each of the last two fiscal years for professional services rendered by the Company's principal accountants for the years indicated have been:

				AUDIT-
				RELATED
		AUDIT FEES		FEES		TAX FEES		ALL OTHER FEES
2009	$	120,160	$	-	$	-	$	-
2010	$	114,000	$	-	$	-	$	-
		(estimated)

The only services performed by our auditors have been for audit services and review of filings where such review is required. Audit fees for 2009 and 2010 include services provided by DMCL for the review of the filings for the 10-Qs for those years. We do not intend to utilize our current auditors for certain tax-related services in 2011.

The Board of Directors, acting in the capacity of the Audit Committee, had to pre-approve the Company's use of the Company's independent accountants for any non-audit services. All services of our auditors are approved by our whole Board and are subject to review by our whole Board.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.14	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 8-K filed with the Commission on April 15, 2010, 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 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2010.)

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 **	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.)

10.7	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.)

10.8	Agreement between Ellycrack AS and Wescorp Energy Inc. effective as of September 16, 2010. (Incorporated by reference to Form 8-K filed on October 9, 2010.)

14.1	Code of Ethics (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.)

21.1	Schedule of Subsidiaries of the Company (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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WESCORP ENERGY INC.
	By: /s/ Douglas Biles
	Douglas Biles, Chief Executive Officer and Director
	Date: April 15, 2011

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	By: /s/ Blaine Miciak
	Blaine Miciak, Controller
	Date: April 15, 2011

	By: /s/ Alfred Comeau
	Alfred Comeau, Director
	Date: April 15, 2011

	By: /s/ Jos de Smedt
	Jos de Smedt Director
	Date: April 15, 2011

	By: /s/ Mark Norris
	Mark Norris, Director
	Date: April 15, 2011

	By: /s/ Robert Power
	Robert Power, Director Executive Chairman
	Date: April 15, 2011

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 8-K filed with the Commission on April 15, 2010, 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 (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 7, 2010.)

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	** 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.)

10.7	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.)

10.8	Agreement between Ellycrack AS and Wescorp Energy Inc. effective as of September 16, 2010. (Incorporated by reference to Form 8-K filed on October 9, 2010.)

14.1	Code of Ethics (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.)

21.1	Schedule of Subsidiaries of the Company (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.

J&T Bank And Trust, Inc., as trustee for Abuelo Trust and Epitihia Trust

Park Avenue Tower

65 East 55th Street

New York, New York 10022 (3) (4)

WESCORP ENERGY INC 10-K