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CERTIFICATIONS

I, Terry Mereniuk, certify that:

|1. | I have reviewed this quarterly report
      on Form 10 QSB of CTI Diversified Holdings, Inc.;                                                                                                                                                                                                                                                                           
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|2. | Based on my
        knowledge, this report does not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not misleading with respect to the period covered by this quarterly report;                    
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|3. | Based on my
        knowledge, the financial statements, and other financial information included
        in this report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the registrant as of,
        and for, the periods presented in this report;                                                 
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|4. | I am responsible
        for establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        I have:                                                                                                                                                                        
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|   | b)                                                                                                                                                                                                                                                                                                                                                                      
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|   | c)                                                                                                                                                                                                                                                                                                                                                                      
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|5. | I have disclosed,
        based on our most recent evaluation, to the registrant's auditors and
        the audit committee of registrant's board of directors (or persons performing
        the equivalent function):                                                                                                                                                 
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|   | a)                                                                                                                                                                                                                                                                                                                                                                      
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|   | b)                                                                                                                                                                                                                                                                                                                                                                      
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|6. | I have indicated
        in this report whether or not there were significant changes in internal
        controls or in other factors that could significantly affect internal
        controls subsequent to the date of our most recent evaluation, including
        any corrective actions with regard to significant deficiencies and material
        weaknesses.

Date: August 18, 2003

/s/ Terry Mereniuk
  Terry Mereniuk, Chief Financial Officer

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