---

As filed with the Securities and Exchange Commission on November
  24, 2004

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

FORM 10-QSB

(Mark One)

x QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  For the quarter ended September 30, 2004

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 as specified in its charter)

|Delaware                       | 33-0921967         
|------------------------------ | -------------------
|State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization  | Identification No.)

8709  50 Avenue, Edmonton AB, Canada T6E 5H4 
    (Address of principal executive offices) (Zip Code) (780) 482 - 4200
    Registrant's telephone number, including area code


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:
  Common Stock, par value $.0001 per share
  (Title of class)



Number of shares outstanding of the registrant's class of common
  stock as of November 19, 2004:**34,117,615.**

Authorized share capital of the registrant as of November 19,
  2004, was 250,000,000 common shares, par value of $0.0001, and 50,000,000 preferred
  shares, par value of $0.0001

The Company recorded revenue of $579,337 for the quarter ended
  September 30, 2004.

---

FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS,
  PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING
  STATEMENTS" WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT
  OF 1934, AS AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD-LOOKING
  STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD
  CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
  STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY
  REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS
   INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY REPORT
  ON THIS FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE
  COMPANY'S MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE
  WILL BE ADEQUATE CAPITAL.IN ADDITION, A THIRD PARTY HAS PURCHASED THE RESTRICTED
  SHARES DELIVEREDTO ONE OF THE VASJAR SHAREHOLDERS AND IT IS THE UNDERSTANDING
  OF THE COMPANY THAT A THIRD PARTY IS PREPARED TO OFFER TO PURCHASE THE RESTRICTED
  SHARES OF THE SECOND VASJAR SHAREHOLDER PRIOR TO THE 270 DAY DEADLINE OUTLINED
  IN THE AMENDING AGREEMENT DATED JUNE 16th, 2004. SHOULD A THIRD PARTY FAIL TO
  MAKE THE OFFER IN A TIMELY MANNER AND THE COMPANY FAIL TO REGISTER THESE SHARES,
  THE SECOND SHAREHOLDER MAY ELECT TO TERMINATE IT'S SHARE OF THE VASJAR SALE
  WITHOUT NOTICE OR OPPORTUNITY TO CURE. IN ADDITION THE ELLYCRACK TECHNOLOGY
  MAY NOT BE COST EFFECTIVE IN THE MARKETS TARGETED BY MANAGEMENT.

CURRENCIES

All amounts expressed herein are in US dollars unless otherwise indicated.

ITEM 1. FINANCIAL STATEMENTS PART I - FINANCIAL INFORMATION Index


Consolidated Balance Sheets at September 30, 2004 and
  December 31, 2003

Consolidated Statements of Cash Flows for the nine months
  ended September 30, 2004 and 2003

Consolidated Statements of Operations for the three months
  and nine months ended September 30, 2004 and 2003

Condensed Notes to the Consolidated Financial Statements

Proforma Balance Sheet at December 31, 2003

Proforma Income Statement for the Year Ended December
  31, 2003

Proforma Income Statement for the Nine Months Ended September
  30, 2004

2

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WESCORP ENERGY INC.
  (formerly CTI Diversified Holdings, Inc.) 
  CONSOLIDATED BALANCE SHEETS

|                                                               |   | September 30, |   |   | December 31, |  
|-------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                               |   | 2004          |   |   | 2003         |  
|                                                               |   | (Unaudited)   |   |   |              |  
|                                                               |   |               |   |   |              |  
|ASSETS                                                         |   |               |   |   |              |  
|CURRENT ASSETS                                                 |   |               |   |   |              |  
|Cash
      and equivalents                                     | $ | 41,981        |   | $ | 2,064        |  
|Cash
      trust accounts                                      |   | 1,877         |   |   | 111,822      |  
|Accounts
      receivable                                      |   | 330,790       |   |   | -            |  
|Accrued
      receivable                                       |   | 130,433       |   |   |              |  
|Prepaid
      expenses                                         |   | 8,800         |   |   | -            |  
|Inventory                                                      |   | 491,381       |   |   | -            |  
|Deposits                                                       |   | 44,268        |   |   |              |  
|TOTAL CURRENT ASSETS                                           |   | 1,049,530     |   |   | 113,886      |  
|                                                               |   |               |   |   |              |  
|OTHER ASSETS                                                   |   |               |   |   |              |  
|Technology
      asset                                         |   | 445,767       |   |   | -            |  
|Investments                                                    |   | 643,614       |   |   | 400,463      |  
|Property,
      plant and equipment, net                       |   | 117,419       |   |   | -            |  
|Tradmarks                                                      |   | 1,029         |   |   | -            |  
|Goodwill                                                       |   | 967,254       |   |   | -            |  
|Note
      receivable, related party                           |   | -             |   |   | 1,708,991    |  
|Deferred
      tax asset                                       |   | 58,944        |   |   | -            |  
|TOTAL OTHER ASSETS                                             |   | 2,234,027     |   |   | 2,109,454    |  
|                                                               |   |               |   |   |              |  
|TOTAL
      ASSETS                                             | $ | 3,283,557     |   | $ | 2,223,340    |  
|                                                               |   |               |   |   |              |  
|                                                               |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                           |   |               |   |   |              |  
|CURRENT LIABILITIES                                            |   |               |   |   |              |  
|Bank
      indebtedness                                        | $ | 486           |   | $ | -            |  
|Accounts
      payable and accrued liabilities                 |   | 647,664       |   |   | 183,410      |  
|Due
      to shareholders                                      |   | 66,897        |   |   | 75,775       |  
|TOTAL CURRENT LIABILITIES                                      |   | 715,047       |   |   | 259,185      |  
|                                                               |   |               |   |   |              |  
|LONG-TERM LIABILITIES                                          |   |               |   |   |              |  
|Note
      payable, related party, net of unamortized discount |   | 1,702,544     |   |   | 1,677,227    |  
|Long-term
      contract                                       |   | 55,609        |   |   | -            |  
|TOTAL LONG-TERM LIABILITIES                                    |   | 1,758,153     |   |   | 1,677,227    |  
|                                                               |   |               |   |   |              |  
|COMMITMENTS AND CONTINGENCIES                                  |   | -             |   |   | -            |  
|                                                               |   |               |   |   |              |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                 |   |               |   |   |              |  
|Preferred
      stock, 50,000,000 shares authorized, $0.0001   |   |               |   |   |              |  
|par value; no shares issued                                    |   | -             |   |   | -            |  
|Common
      stock, 250,000,000 shares authorized, $0.0001     |   |               |   |   |              |  
|par value; 37,108,480 and 25,926,615 shares                    |   |               |   |   |              |  
|issued and outstanding, respectively                           |   | 3,711         |   |   | 2,592        |  
|Additional
      paid-in capital                               |   | 8,783,791     |   |   | 7,083,347    |  
|Accumulated
      other comprehensive income                   |   | 182,078       |   |   | 14           |  
|Accumulated
      deficit                                      |   | (8,159,223    | ) |   | (6,799,025   | )
|TOTAL STOCKHOLDERS' EQUITY                                     |   | 810,357       |   |   | 286,928      |  
|                                                               |   |               |   |   |              |  
|TOTAL
      LIABILITIES AND                                    |   |               |   |   |              |  
|STOCKHOLDERS' EQUITY                                           | $ | 3,283,557     |   | $ | 2,223,340    |  

F-1

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WESCORP ENERGY INC.
  (formerly CTI Diversified Holdings, Inc.)CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                       |   | Nine Months Ended September 30, |  
|---------------------------------------------------------------------- | - | ------------------------------- | -
|                                                                       |   | 2004                            |  
|                                                                       |   | (Unaudited)                     |  
|                                                                       |   |                                 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                  |   |                                 |  
|Net loss                                                               | $ | (1,542,290                      | )
|Adjustments to reconcile net loss                                      |   |                                 |  
|to
      net cash used by operating activities:                        |   |                                 |  
|Depreciation                                                           |   | 35,216                          |  
|Shares issued for services                                             |   | 36,372                          |  
|Amortization of deferred charges
      and discount on promissory note |   | 81,916                          |  
|Loss on disposition of assets                                          |   | -                               |  
|Loss on disposition of subsidiaries                                    |   | -                               |  
|Decrease (increase) in:                                                |   |                                 |  
|Deposits                                                               |   | (44,268                         | )
|Accounts
      receivable                                              |   | (270,795                        | )
|Prepaid
      expenses                                                 |   | (3,487                          | )
|Inventory                                                              |   | (292,640                        | )
|Increase (decrease) in:                                                |   |                                 |  
|Bank
      indebtedness                                                |   | 486                             |  
|Accounts
      payable and accrued liabilities                         |   | 287,957                         |  
|Accounts
      payable, related party                                  |   | (8,878                          | )
|Net cash provided (used) by operating
      activities                 |   | (1,720,411                      | )
|                                                                       |   |                                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                  |   |                                 |  
|Investments                                                            |   | (108,151                        | )
|Deposit on Synenco Energy Inc.
      share purchase                    |   | -                               |  
|Proceeds on sale of subsidiary                                         |   | -                               |  
|Cash received in acquisition                                           |   | 15,006                          |  
|Purchase of tradmarks                                                  |   | (28                             | )
|Increase in property, plant and
      equipment                        |   | (29,266                         | )
|Net cash provided by (used) in
      investing activities              |   | (122,439                        | )
|                                                                       |   |                                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                  |   |                                 |  
|Issuance of long term debt                                             |   | -                               |  
|Increase (decrease) in notes payable                                   |   | 55,609                          |  
|Proceeds on notes payable, related
      parties                       |   | -                               |  
|Sale of stock                                                          |   | 1,530,191                       |  
|Net cash provided by financing
      activities                        |   | 1,585,800                       |  
|                                                                       |   |                                 |  
|Effect of exchange rates                                               |   | 187,022                         |  
|                                                                       |   |                                 |  
|Net increase in cash                                                   |   | (70,028                         | )
|                                                                       |   |                                 |  
|Cash equivalents and trust accounts, beginning of period               |   | 113,886                         |  
|                                                                       |   |                                 |  
|Cash equivalents and trust accounts, end of period                     | $ | 43,858                          |  
|                                                                       |   |                                 |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                    |   |                                 |  
|Cash paid for interest and income
      taxes:                         |   |                                 |  
|Interest
      expense                                                 | $ | 3,468                           |  
|Income
      taxes                                                     | $ | -                               |  
|                                                                       |   |                                 |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                           |   |                                 |  
|Stock issued for conversion of
      notes payable, amounts due        |   |                                 |  
|to
      shareholders and accounts payable                             | $ | -                               |  
|Shares issued for services                                             | $ | 36,372                          |  
|Assets net of liabilities acquired
      in acquisition                | $ | 275,651                         |  
|Shares traded for shares in Ellycrack                                  | $ | 135,000                         |  

F-2

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WESCORP ENERGY INC.
  (formerly CTI Diversified Holdings, Inc.)CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                 |   | Three Months Ended September 30, |   |   | Nine Months Ended September 30, |  
|------------------------------------------------ | - | -------------------------------- | - | - | ------------------------------- | -
|                                                 |   | 2004                             |   |   | 2003                            |  
|                                                 |   | (Unaudited)                      |   |   | (Unaudited)                     |  
|                                                 |   |                                  |   |   |                                 |  
|REVENUES                                         | $ | 579,337                          |   | $ | -                               |  
|                                                 |   |                                  |   |   |                                 |  
|COST OF GOODS SOLD                               |   | 407,090                          |   |   | -                               |  
|                                                 |   |                                  |   |   |                                 |  
|GROSS PROFIT                                     |   | 172,247                          |   |   | -                               |  
|                                                 |   |                                  |   |   |                                 |  
|EXPENSES                                         |   |                                  |   |   |                                 |  
|Advertising and investor relations               |   | 130,971                          |   |   | 22,583                          |  
|Consulting                                       |   | 174,402                          |   |   | 77,104                          |  
|Depreciation                                     |   | 24,516                           |   |   | 123                             |  
|Amortization of loan discount                    |   | 35,273                           |   |   | -                               |  
|Legal and accounting                             |   | 202,082                          |   |   | 40,163                          |  
|Office and general                               |   | 68,491                           |   |   | 4,293                           |  
|Travel                                           |   | 3,535                            |   |   | 9,536                           |  
|TOTAL
      OPERATING EXPENSES                   |   | 639,270                          |   |   | 153,802                         |  
|                                                 |   |                                  |   |   |                                 |  
|LOSS FROM OPERATIONS                             |   | (467,023                         | ) |   | (153,802                        | )
|                                                 |   |                                  |   |   |                                 |  
|OTHER INCOME (EXPENSES)                          |   |                                  |   |   |                                 |  
|Interest                                         |   | (3,420                           | ) |   | -                               |  
|Interest, shareholders and related
      parties |   | (71,513                          | ) |   | (81,442                         | )
|Interest and other income                        |   | 4,042                            |   |   | 7,192                           |  
|Foreign currency transaction gain/(loss)         |   | (25,313                          | ) |   | -                               |  
|Gain/(loss) on sale of assets                    |   | (5,398                           | ) |   | -                               |  
|TOTAL
      OTHER INCOME (EXPENSES)              |   | (101,602                         | ) |   | (74,250                         | )
|                                                 |   |                                  |   |   |                                 |  
|LOSS FROM CONTINUING OPERATIONS                  |   | (568,625                         | ) |   | (228,052                        | )
|                                                 |   |                                  |   |   |                                 |  
|INCOME TAXES                                     |   | -                                |   |   | -                               |  
|                                                 |   |                                  |   |   |                                 |  
|NET LOSS                                         |   | (568,625                         | ) |   | (228,052                        | )
|                                                 |   |                                  |   |   |                                 |  
|OTHER COMPREHENSIVE INCOME (LOSS)                |   |                                  |   |   |                                 |  
|Foreign currency translation gain/(loss)         |   | 192,861                          |   |   | -                               |  
|                                                 |   |                                  |   |   |                                 |  
|COMPREHENSIVE LOSS                               | $ | (375,764                         | ) | $ | (228,052                        | )
|                                                 |   |                                  |   |   |                                 |  
|BASIC AND DILUTED LOSS PER SHARE                 | $ | (0.01                            | ) | $ | (0.01                           | )
|                                                 |   |                                  |   |   |                                 |  
|WEIGHTED AVERAGE NUMBER COMMON SHARES            |   |                                  |   |   |                                 |  
|OUTSTANDING BASIC AND DILUTED                    |   | 35,706,227                       |   |   | 21,817,121                      |  

F-3

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|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)(A Development Stage Enterprise)CONDENSED NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTS 
      September 30, 2004
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           

NOTE 1  BASIS OF PRESENTATION

The foregoing unaudited interim financial statements have
  been prepared in accordance with generally accepted accounting principles for
  interim financial information and with the instructions to Form 10-QSB and Regulation
  S-B as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly,
  these financial statements do not include all of the disclosures required by
  generally accepted accounting principles for complete financial statements.
  These unaudited interim financial statements should be read in conjunction with
  the audited financial statements for the period ended December 31, 2003. In
  the opinion of management, the unaudited interim financial statements furnished
  herein include all adjustments, all of which are of a normal recurring nature,
  necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with
  generally accepted accounting principles requires the use of estimates and assumptions
  that affect the reported amounts of assets and liabilities, disclosure of contingent
  assets and liabilities known to exist as of the date the financial statements
  are published, and the reported amounts of revenues and expenses during the
  reporting period. Uncertainties with respect to such estimates and assumptions
  are inherent in the preparation of the Company's financial statements; accordingly,
  it is possible that the actual results could differ from these estimates and
  assumptions that could have a material effect on the reported amounts of the
  Company's financial position and results of operations.

Operating results for the nine month period ended September
  30, 2004 are not necessarily indicative of the results that may be expected
  for the year ending December 31, 2004.

NOTE 2  GOING CONCERN UNCERTAINTY

As shown in the accompanying financial statements, the Company
  has an accumulated deficit of approximately $8,200,000 incurred through September
  30, 2004. This factor raises substantial doubt about the Company's ability to
  continue as a going concern. The financial statements do not include any adjustments
  relating to the recoverability and classification of recorded assets, or the
  amounts and classification of liabilities that might be necessary in the event
  the Company cannot continue in existence. The Company is currently changing
  its focus to provide expertise to emerging companies, offering timely product
  solutions and/or strategic investment opportunities in the oil and gas industries
  which will, if successful, mitigate the factors which raise substantial doubt
  about the Company's ability to continue as a going concern.

F-4

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|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)(A Development Stage Enterprise)CONDENSED NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTS 
      September 30, 2004
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           

Management intends to seek additional capital from new equity
  securities offerings that will provide funds needed to increase liquidity, fund
  internal growth and fully implement its business plan.

An estimated $400,000 is believed necessary to continue the
  Company's operations and increase development through the end of this fiscal
  year. An additional $1,900,000 will be required to the end of the second quarter
  of 2005. This amount does not include any cash required for capital purchases.
  The timing and amount of capital requirements 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.
  This also anticipates that sales in Flowstar and Flowray will start to increase
  to the point where the businesses become profitable by the end of 2004, self
  sufficient on a cash flow basis by the end the second quarter of 2005. Should
  this not occur, then Wescorp will require additional working capital to finance
  any operating shortfall from the Flowstar/Flowray operations.

NOTE 3  SUMMARY OF ACCOUNTING POLICIES

Development Stage Activity 
  The Company will be considered to be in the development stage through March
  31, 2004 and will begin recognizing operating activities of the acquired subsidiaries
  as of April 1, 2004.

Accounts Receivable 
  The Company carries its accounts receivable at cost. The Company's policy is
  to accrue interest on trade receivables at the discretion of management.

Inventories 
  Inventories are stated at the lower of cost or market on a first-in, first-out
  basis.

Restatement and Reclassification 
  Certain amounts from prior periods have been reclassified to conform to the
  current period presentation. The reclassifications and restatements principally
  consist of revised reporting of operating results of the discontinued operations
  of the Company's subsidiaries in the prior fiscal period. This reclassification
  has resulted in no changes to the Company's accumulated deficit or net losses
  presented.

Intangible Assets 
  In June 2001, the Financial Accounting Standards Board issued Statement of Financial
  Accounting Standards No. 141, "Business Combinations" (hereinafter "SFAS No.
  141") and Statement of Financial Accounting Standard No. 142, "Goodwill and
  Other Intangible Assets" (hereinafter "SFAS No. 142"). SFAS No. 141 provides
  for the

F-5

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|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)(A Development Stage Enterprise)CONDENSED NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTS 
      September 30, 2004
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           

elimination of the pooling-of-interests method of accounting
  for business combinations with an acquisition date of July 1, 2001 or later.
  SFAS No. 142 prohibits the amortization of goodwill and other intangible assets
  with indefinite lives and requires periodic reassessment of the underlying value
  of such assets for impairment. The adoption of this standard has not effected
  the Company's financial statements.

NOTE 4  PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is
  provided using the straight-line method over three to seven years. The Company
  evaluates the recoverability of property and equipment when events and 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. Maintenance and repairs are
  expensed as incurred. Replacements and betterments are capitalized. The cost
  and related reserves of assets sold or retired are removed from the accounts,
  and any resulting gain or loss is reflected in results of operations.

|                                    | September 30, 2004 |  | December 31, 2004
|----------------------------------- | ------------------ |  | -----------------
|                                    |                    |  | Accumulated      
|                                    | Cost               |  | Depreciation     
|Manufacturing Equipment             | 5,240              |  | 2,740            
|Furniture & Fixtures                | 12,892             |  | 3,448            
|Office Equipment                    | 31,190             |  | 8,480            
|Vehicles                            | 77,515             |  | 17,907           
|Computer Hardware                   | 27,145             |  | 9,582            
|Computer Software                   | 11,200             |  | 5,874            
|Leasehold Improvements              | 736                |  | 468              
|                                    |                    |  |                  
|Total                               | 165,918            |  | 48,499           
|                                    |                    |  |                  
|Less: accumulated depreciation      | 48,499             |  |                  
|                                    |                    |  |                  
|Total property, plant and equipment | 117,419            |  |                  

NOTE 5  COMMITMENTS

Agreement with Vasjar Trading Ltd.
  In January of 2004, the Company entered into an agreement to acquire 100% of
  the common stock of Vasjar Trading Ltd. ("Vasjar"), a British Virgin Islands
  corporation.

F-6

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|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)(A Development Stage Enterprise)CONDENSED NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTS 
      September 30, 2004
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           

Vasjar has two Barbados corporate subsidiaries, one of which
  holds intellectual property rights, including technology rights to the DCR-900
  system originally owned by Flowray.

On April 29, 2004, the Company tendered to Vasjar's two shareholders
  2,400,000 shares of its common stock as a proposed settlement of the initial
  share delivery provisions for the Vasjar acquisition. Resolution of one of the
  shareholders situation has occurred, and the other is as yet undetermined. A
  third party has purchased the restricted shares of one of the two shareholders.
  It is the understanding of the Company that a third party is prepared to offer
  to purchase the restricted shares of the second shareholder prior to the 270
  day deadline as outlined in the amending agreement. Should any third party fail
  to make an offer to purchase the restricted shares in a timely manner or the
  Company register these shares, the second shareholder may terminate its portion
  of the agreements without notice and receive back its portion of the Vasjar
  shares.

As part of the agreement the Company agreed to also issue
  up to an aggregate additional 2,600,000 shares of stock over the years 2005-2007
  for the achievement of Vasjar's minimum annual sales volumes during the years
  2004-2006. In the event that earned shares are not timely delivered, the agreement
  provides for "penalty" shares to be issued and also provides Vasjar's two shareholders
  with the right to rescind the agreement and receive back their original shares.

Agreement with Ellycrack AS 
  Wescorp has purchased as an aggregate 655,000 shares of common stock of Ellycrack
  AS, a privately held company in Norway. Wescorp acquired 255,000 shares in consideration
  of $119,000 that was paid in three installments, $50,000 each on December 29,
  2003 and February 2, 2004, and $19,000 in May 2004. The Company has also purchased
  an additional 400,000 shares of Ellycrack in exchange for 300,000 shares of
  common stock of the Company. See Note 6 below.

Pursuant to a share purchase option agreement dated February
  10, 2004, the Company has been granted an option to purchase additional shares
  to increase the Company's ownership up to 25% of the outstanding common voting
  shares of Ellycrack on a fully diluted basis as at June 30, 2004. The option
  is exercisable until the later of June 30, 2004 or the date that is four months
  after the completion date of the Company's testing of Ellycrack's technology.
  The purchase price for these Ellycrack shares will be equal to 11.85% of the
  total market value of $5,000,000 in respect of all the outstanding shares of
  Ellycrack as at June 30, 2004 as mutually agreed by the parties or approximately
  $592,500.

F-7

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|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)(A Development Stage Enterprise)CONDENSED NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTS 
      September 30, 2004
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           

NOTE 6  COMMON STOCK AND WARRANTS

Private Placement

On March 15, 2004, the Company completed a private placement
  of 926,000 units at the price of $0.50 per unit for total proceeds of $461,000.
  Each unit consists of one share of common stock and one full common stock warrant.
  One full warrant entitles the holder to purchase one additional common share
  at a price of $0.50 per share at any time until the close of business on March
  15, 2006. The shares and warrants were issued to non-U.S. persons outside the
  United States in reliance upon an exemption from registration under Regulation
  S of the Securities Act of 1933, as amended. The Company intends to use the
  proceeds of the private placement for general working capital.

On March 15, 2004, the Company completed the first tranche
  of a private placement of 1,740,000 units at the price of $0.50 per unit for
  total proceeds of $870,000. Each unit consists of one share of common stock
  and one-half of one common stock warrant. One full warrant entitles the holder
  to purchase one additional common share at a price of $1.00 per share at any
  time until the close of business on March 15, 2005. The shares and warrants
  were issued to non-U.S. persons outside the United States in reliance upon an
  exemption from registration under Regulation S of the Securities Act of 1933,
  as amended. The Company intends to use the proceeds of the private placement
  for general working capital.

On April 16, 2004, the Company completed the second tranche
  of a private placement of 565,000 units at the price of $0.50 per unit for total
  proceeds of $282,500. Each unit consists of one share of common stock and one-half
  of one common stock warrant. One full warrant entitles the holder to purchase
  one additional common share at a price of $1.00 per share at any time until
  the close of business on April 16, 2005. The shares and warrants were issued
  to non-U.S. persons outside the United States in reliance upon an exemption
  from registration under Regulation S of the Securities Act of 1933, as amended.
  The Company intends to use the proceeds of the private placement for general
  working capital.

Other Share Issuances

During the period ending September 30, 2004, the Company issued
  600,000 shares of common stock at $0.30 per share to PGN Holdings Inc. in partial
  payment of the purchase of 170,000 shares of Synenco Energy Inc. This transaction
  has been recorded as an investment in Synenco Energy Inc.

F-8

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)(A Development Stage Enterprise)CONDENSED NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTS 
      September 30, 2004
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           

During the period ending September 30, 2004 the Company issued
  100,000 common stock warrants with an exercise price of $0.50 per share and
  an expiration date of April 16, 2007, to an individual for services.

Also during the period, the company issued 300,000 shares
  to Ellycrack AS in exchange for 400,000 shares of Ellycrack AS. The shares have
  been recorded as an investment at the fair market value of the Company's stock
  on the date of issue at $0.45 per share for a total investment of $135,000.
  See Note 5 above.

NOTE 7  ACQUISITION

Acquisition of Flowstar and Flowray

During the period ending September 30, 2004, the Company completed
  the acquisition of 100% of the outstanding shares of Flowstar and Flowray in
  consideration of cash to the selling shareholders totaling approximately $405,000
  pursuant to the share purchase and subscription agreement dated June 9, 2003
  as amended January 14, 2004.

The assets and liabilities acquired were as follows as of
  September 30, 2004:

|                        |   | Flowstar          |  |   |             
|----------------------- | - | ----------------- |  | - | ------------
|                        |   | Technologies Inc. |  |   | Flowray Inc.
|                        |   |                   |  |   |             
|Cash equivalents        | $ | 131,704           |  | $ | 6,587       
|Receivables             |   | 305,986           |  |   | -           
|Inventory               |   | 290,906           |  |   | -           
|Due from affiliate      |   | -                 |  |   | 103,054     
|Other current assets    |   | 23,856            |  |   | -           
|Property and equipment  |   | 108,286           |  |   | -           
|Note receivable         |   | -                 |  |   | 444,972     
|Deferred tax asset      |   | 64,777            |  |   | -           
|Total
      Assets      | $ | 925,515           |  | $ | 554,613     
|                        |   |                   |  |   |             
|Accounts payable        | $ | 222,949           |  | $ | 23,416      
|Deferred tax liability  |   | -                 |  |   | 9,938       
|Due to Wescorp          |   | 1,104,150         |  |   | 485,826     
|Long-term liability     |   | 25,385            |  |   | -           
|Total
      Liabilities | $ | 1,352,484         |  | $ | 519,180     

The proforma financial statements contain adjustments to characterize
  the transactions of Flowray and Flowstar as those of Wescorp for the periods
  presented.

F-9

---

|WESCORP
      ENERGY INC.  (formerly CTI Diversified Holdings, Inc.) 
      Balance Sheets (U.S. Dollars)   
                           
                           
               PROFORMA
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                |   | Wescorp Energy |   |   | Flowray       |  |   | Flowstar          |   |   |              |   |   |   |            |  
|--------------------------------------------------------------- | - | -------------- | - | - | ------------- |  | - | ----------------- | - | - | ------------ | - | - | - | ---------- | -
|                                                                |   | Inc.           |   |   | Inc.          |  |   | Technologies Inc. |   |   |              |   |   |   | Proforma   |  
|                                                                |   | December 31,   |   |   | September 30, |  |   | September 30,     |   |   |              |   |   |   | Combined   |  
|                                                                |   | 2003           |   |   | 2003          |  |   | 2003              |   |   | Eliminations |   |   |   | Total      |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Assets                                                          |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Current                                                         |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Cash and equivalents                                            | $ | 2,064          |   | $ | 12,925        |  | $ | 17                |   | $ | -            |   |   | $ | 15,006     |  
|Cash trust accounts                                             |   | 111,822        |   |   | -             |  |   | -                 |   |   |              |   |   |   | 111,822    |  
|Accounts receivable                                             |   | -              |   |   | 14,574        |  |   | 111,003           |   |   | (13,686      | ) | a |   | 111,891    |  
|Goods and services tax recoverable                              |   | -              |   |   | 36,224        |  |   | 42,313            |   |   | -            |   |   |   | 78,537     |  
|Prepaid expenses                                                |   | -              |   |   | -             |  |   | 5,313             |   |   | -            |   |   |   | 5,313      |  
|Inventory                                                       |   | -              |   |   | -             |  |   | 198,741           |   |   | -            |   |   |   | 198,741    |  
|Due from stockholders                                           |   | -              |   |   | 346,500       |  |   | -                 |   |   | -            |   |   |   | 346,500    |  
|Total Current
      Assets                                      |   | 113,886        |   |   | 410,223       |  |   | 357,387           |   |   | (13,686      | ) |   |   | 867,810    |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Property, Plant and Equipment                                   |   | -              |   |   | -             |  |   | 123,369           |   |   | -            |   |   |   | 123,369    |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Other Assets                                                    |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Investments                                                     |   | 400,463        |   |   | -             |  |   | -                 |   |   | -            |   |   |   | 400,463    |  
|Note receivable                                                 |   | 1,708,991      |   |   | -             |  |   | -                 |   |   | (1,708,991   | ) | b |   | -          |  
|Trademark                                                       |   | -              |   |   | -             |  |   | 1,001             |   |   |              |   |   |   | 1,001      |  
|Intellectual property                                           |   | -              |   |   | 591,487       |  |   | -                 |   |   | -            |   |   |   | 591,487    |  
|Goodwill                                                        |   | -              |   |   | -             |  |   | -                 |   |   | 140,316      |   | c |   | 140,316    |  
|Deferred tax asset                                              |   | -              |   |   | -             |  |   | 67,760            |   |   | -            |   |   |   | 67,760     |  
|Total Other
      Assets                                        |   | 2,109,454      |   |   | 591,487       |  |   | 68,761            |   |   | (1,568,675   | ) |   |   | 1,201,027  |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Total Assets                                                    | $ | 2,223,340      |   | $ | 1,001,710     |  | $ | 549,517           |   | $ | (1,582,361   | ) |   | $ | 2,192,206  |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Liabilities                                                     |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Current                                                         |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Bank overdraft payable                                          | $ | -              |   | $ | -             |  | $ | 1,699             |   | $ | -            |   |   | $ | 1,699      |  
|Accounts payable and accrued liabilities                        |   | 183,410        |   |   | 2,136         |  |   | 174,161           |   |   | (13,686      | ) | a |   | 346,021    |  
|Due to shareholders                                             |   | 75,775         |   |   | -             |  |   | 95,234            |   |   | -            |   |   |   | 171,009    |  
|Current portion of long-term debt                               |   | -              |   |   | -             |  |   | 6,125             |   |   | -            |   |   |   | 6,125      |  
|Total Current
      Liabilities                                 |   | 259,185        |   |   | 2,136         |  |   | 277,219           |   |   | (13,686      | ) |   |   | 524,854    |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Long-Term Liabilities                                           |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Notes payable, net of current                                   |   | -              |   |   | 796,950       |  |   | 581,350           |   |   | (1,378,300   | ) | b |   | -          |  
|Notes payable, related party,
      net of unamortized discount |   | 1,677,227      |   |   | -             |  |   | -                 |   |   | (330,691     | ) | b |   | 1,346,536  |  
|Finance contract, net of current                                |   | -              |   |   | -             |  |   | 23,493            |   |   | -            |   |   |   | 23,493     |  
|Deferred tax liability                                          |   | -              |   |   | 10,395        |  |   | -                 |   |   | -            |   |   |   | 10,395     |  
|Total Long-term
      Liabilities                               |   | 1,677,227      |   |   | 807,345       |  |   | 604,843           |   |   | (1,708,991   | ) |   |   | 1,380,424  |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Commitments and Contingencies                                   |   | -              |   |   | -             |  |   | -                 |   |   | -            |   |   |   | -          |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Total Liabilities                                               |   | 1,936,412      |   |   | 809,481       |  |   | 882,062           |   |   | (1,722,677   | ) |   |   | 1,905,278  |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Stockholders' Equity (Deficiency)                               |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Preferred stock                                                 |   | -              |   |   | -             |  |   | -                 |   |   | -            |   |   |   | -          |  
|Common stock                                                    |   | 2,592          |   |   | 154           |  |   | 154               |   |   | (308         | ) | c |   | 2,592      |  
|Additional paid-in capital                                      |   | 7,083,347      |   |   | -             |  |   | -                 |   |   | -            |   |   |   | 7,083,347  |  
|Retained earnings (deficit) during
      development stage      |   | (6,799,025     | ) |   | 184,578       |  |   | (319,737          | ) |   | 135,159      |   | c |   | (6,799,025 | )
|Accumulated other comprehensive income (loss)                   |   | 14             |   |   | 7,497         |  |   | (12,962           | ) |   | 5,465        |   |   |   | 14         |  
|Total Stockholders' Equity (Deficiency)                         |   | 286,928        |   |   | 192,229       |  |   | (332,545          | ) |   | 140,316      |   |   |   | 286,928    |  
|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|Total Liabilities and Stockholders' Equity                      |   | 2,223,340      |   |   | 1,001,710     |  |   | 549,517           |   |   | (1,582,361   | ) |   |   | 2,192,206  |  

See accompanying notes to proforma financial statements.
  F-10

---

|WESCORP
      ENERGY INC.  Statements of Operations  (U.S.
      Dollars)               
                           
                         PROFORMA
|------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                 |   | Wescorp Energy |   |   | Flowray       |   |   | Flowstar          |   |   |              |   |   |   |            |  
|------------------------------------------------ | - | -------------- | - | - | ------------- | - | - | ----------------- | - | - | ------------ | - | - | - | ---------- | -
|                                                 |   | Inc.           |   |   | Inc.          |   |   | Technologies Inc. |   |   |              |   |   |   |            |  
|                                                 |   | Year ended     |   |   | Year ended    |   |   | Year ended        |   |   |              |   |   |   | Proforma   |  
|                                                 |   | December 31,   |   |   | September 30, |   |   | September 30,     |   |   |              |   |   |   | Combined   |  
|                                                 |   | 2003           |   |   | 2003          |   |   | 2003              |   |   | Eliminations |   |   |   | Total      |  
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Revenue                                          | $ | -              |   | $ | 8,324         |   | $ | 146,893           |   | $ | (13,226      | ) | d | $ | 141,991    |  
|Cost of Revenue                                  |   | -              |   |   | -             |   |   | 147,037           |   |   | (7,339       | ) | d |   | 139,698    |  
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Gross Profit                                     |   | -              |   |   | 8,324         |   |   | (144              | ) |   | (5,887       | ) |   |   | 2,293      |  
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Operating Expenses                               |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Advertising and promotions                       |   | 92,891         |   |   | -             |   |   | 93,093            |   |   | -            |   |   |   | 185,984    |  
|Administrative wages and benefits                |   | 32,395         |   |   | -             |   |   | 118,575           |   |   | -            |   |   |   | 150,970    |  
|Depreciation and amortization                    |   | -              |   |   | -             |   |   | 15,760            |   |   | -            |   |   |   | 15,760     |  
|Office expenses                                  |   | 100,637        |   |   | -             |   |   | 22,403            |   |   | -            |   |   |   | 123,040    |  
|Professional fees                                |   | 194,857        |   |   | -             |   |   | 33,621            |   |   | -            |   |   |   | 228,478    |  
|Rent                                             |   | -              |   |   | 888           |   |   | 11,863            |   |   | (2,368       | ) | d |   | 10,383     |  
|Telephone                                        |   | -              |   |   | -             |   |   | 5,152             |   |   | -            |   |   |   | 5,152      |  
|Travel and entertainment                         |   | 14,003         |   |   | -             |   |   | 27,767            |   |   | -            |   |   |   | 41,770     |  
|General and administrative                       |   | -              |   |   | 946           |   |   | 11,712            |   |   | -            |   |   |   | 12,658     |  
|Consulting                                       |   | 321,635        |   |   | -             |   |   | -                 |   |   | -            |   |   |   | 321,635    |  
|Amortization of loan discount                    |   | 28,927         |   |   | -             |   |   | -                 |   |   | -            |   |   |   | 28,927     |  
|Total Operating Expenses                         |   | 785,345        |   |   | 1,834         |   |   | 339,946           |   |   | (2,368       | ) |   |   | 1,124,757  |  
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Operating Income (Loss)                          |   | (785,345       | ) |   | 6,490         |   |   | (340,090          | ) |   | (3,519       | ) |   |   | (1,122,464 | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Other Income (Expenses)                          |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Interest and other income                        |   | 4,183          |   |   | 3,945         |   |   | -                 |   |   | -            |   |   |   | 8,128      |  
|Interest expense                                 |   | (106,038       | ) |   | -             |   |   | -                 |   |   | -            |   |   |   | (106,038   | )
|Interest, shareholders and related
      parties |   | (269,505       | ) |   | -             |   |   | -                 |   |   | -            |   |   |   | (269,505   | )
|Research and development tax credit              |   | -              |   |   | 184,487       |   |   | -                 |   |   | -            |   |   |   | 184,487    |  
|Loss on disposition of assets                    |   | (10,103        | ) |   | -             |   |   | (5,894            | ) |   | -            |   |   |   | (15,997    | )
|Total Other Income
      (Expenses)              |   | (381,463       | ) |   | 188,432       |   |   | (5,894            | ) |   | -            |   |   |   | (198,925   | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Income (Loss) From Continuing Operations         |   | (1,166,808     | ) |   | 194,922       |   |   | (345,984          | ) |   | (3,519       | ) |   |   | (1,321,389 | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Gain from Discontinued Operations, Net           |   | 598,537        |   |   | -             |   |   | -                 |   |   | -            |   |   |   | 598,537    |  
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Net Income (Loss) Before Taxes                   |   | (568,271       | ) |   | 194,922       |   |   | (345,984          | ) |   | (3,519       | ) |   |   | (722,852   | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Income Tax Benefit (Provision)                   |   | 308,337        |   |   | (9,990        | ) |   | 65,120            |   |   | -            |   |   |   | 363,467    |  
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Net Income (Loss)                                |   | (259,934       | ) |   | 184,932       |   |   | (280,864          | ) |   | (3,519       | ) |   |   | (359,385   | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Other Comprehensive Income (Loss)                |   | (22,344        | ) |   | 7,497         |   |   | (11,386           | ) |   | -            |   |   |   | (26,233    | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Comprehensive Income (Loss)                      | $ | (282,278       | ) | $ | 192,429       |   | $ | (292,250          | ) | $ | (3,519       | ) |   | $ | (385,618   | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Net Income (Loss) Per Share                      | $ | (0.01          | ) | $ | 1,232.88      |   | $ | (1,872.43         | ) |   |              |   |   | $ | (0.02      | )
|                                                 |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|Weighted Average Number of Shares Outstanding    |   | 22,946,766     |   |   | 150           |   |   | 150               |   |   | -            |   |   |   | 22,946,766 |  

See accompanying notes to proforma financial statements.
  F-11

---

WESCORP ENERGY INC.
  (formerly CTI Diversified Holdings, Inc.)

NOTES TO PROFORMA FINANCIAL STATEMENTS

On April 1, 2004, Wescorp Energy Inc. ("Wescorp"), through
  its Alberta subsidiary, 1049265 Alberta Ltd., completed the acquisition of 100%
  of the outstanding shares of Flowstar Technologies Inc. ("Flowstar") and Flowray
  Inc. ("Flowray") in consideration of cash to the selling shareholders totaling
  approximately $405,000 pursuant to the share purchase and subscription agreement
  dated June 9, 2003 as amended January 14, 2004.

The accompanying proforma financial statements contain adjustments
  to characterize the transactions of Flowray and Flowstar as those of Wescorp
  for the periods presented. The Flowstar and Flowray proforma statements of operations
  are presented for the twelve months ended September 30, 2003. The Wescorp proforma
  statements of operations are presented for the twelve months ended December
  31, 2003. The proforma balance sheet is presented at September 30, 2003 for
  Flowstar and Flowray and at December 31, 2003 for Wescorp.

The adjustments to the proforma balance sheets are as follows:
  (a) to eliminate intercompany receivables, (b) to eliminate intercompany payables
  and loans and (c) to eliminate the equity of Flowstar and Flowray and to record
  goodwill. The adjustments to the proforma statements of operations are as follows:
  (d) to eliminate the intercompany revenue and expenses.

F-12

---

Item 2. Management's Discussion and Analysis and Results of Operations

Our goal is to realize enhanced capital appreciation for our
  stockholders, by providing our Management's expertise to emerging companies
  offering timely product solutions and/or strategic investment opportunities
  in the petroleum production and service industries. As this is a business plan
  in development, it is subject to modification and may be so modified at any
  time.

Although there can be no assurance of future success, our
  plans include:

| | 1. | Investing primarily in companies or products where early stage product
      development has been completed. Early stage product development generally
      means any basic research surrounding a potential product or service and
      the development of working prototypes. This may enable us to minimize risks
      associated with early stage start ups, reduce both the time frame and amount
      of capital required for commercialization of proposed products, and thus
      maximize any potential return to our stockholders.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. | Generally acquire a controlling or majority equity position to fully
      participate in the target company's strategic business plan and corporate
      governance.                                                                                                                                                                                                                                                                                                                                                                           
|
| | 3. | Contribute our business expertise to assist in the further development
      of the target company's business and operations. We believe that a combination
      of our skills in conjunction with the target's skills will maximize the
      probability of potential success.                                                                                                                                                                                                                                                                

To September 30, 2004, we have completed the private placement of an aggregate 3,231,000 units at the price of $0.50 per unit for total proceeds of $1,615,500.

Revenue from operations for the third quarter of 2004 totaled $579,337 (Nil for the same quarter in 2003, and $200,109 for the second quarter of 2004). The Company had no revenue from operations for the first quarter of 2004, as Flowray Inc.
("Flowray") and Flowstar Technologies Inc. ("Flowstar") (see "Acquisition of Flowstar and Flowray", below) became wholly owned subsidiaries after the end of the first quarter on April 1, 2004. Flowstar and Flowray were operating prior to their
acquisition, and the operating results of this can be reviewed in the Performa Financial Statements that are included in this report and in the 10Q report for the first quarter of 2004. The acquisition of Vasjar Trading Ltd. completed after the end
of the second quarter and accordingly, assets, liabilities and operations of Vasjar and its subsidiaries, as well as any consolidating entries associated therewith, have been reflected in the third quarter of 2004.

To the end of 2003, our quarterly operations experienced consistently negative cash flows. Management had anticipated that the Flowstar operations will generate sales and result in positive quarterly operating cash flows commencing before the end of
the 2004 financial year. The sales to date in the fourth quarter provide encouragement that this milestone can be met.

The rapid growth the Company is commencing often places considerable operational, managerial and financial strain on a company. To ensure the success of our new business plan, we must proactively adhere to the following:

| | 1. | Continue to improve, upgrade and expand our business infrastructure -
      In the third quarter additional sources of supply for our Flowstar products
      were identified and developed and a service network for Flowstar was commenced
      with the successful completion of the first school to certify independent
      Certified Flowstar Service Technicians.                                                                                                                                                                    
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. | Continue to hire, train and retain key management for our company and
      ensure any target company does the same.  In the third quarter professional
      marketing and accounting personnel were recruited                                                                                                                                                                                                                                                                                                                              
|
| | 3. | Continue to advance the commercialization development programs for target
      companies so they become cash flow positive as soon as is practically possible
       In the third quarter the requirement for the construction of a pilot
      plant in Canada to take the Ellycrack project was identified which resulted
      in the signing of an MOU to build such a plant in return for expanding the
      Company's interests from licenses in North America to a 50% ownership in
      a Joint Venture covering the entire world.
|
| | 4. | Maintain adequate financial resources  In the third quarter the
      Company has been investigating non-equity sources of funding for the ongoing
      operations of the Company.                                                                                                                                                                                                                                                                                                                                                          

Our future opportunities for success greatly depend on the continued employment of and performance by senior management, including the successful hiring of any key personnel employed by potential target companies. We would be materially adversely
affected if one or more of the senior management team does not continue to perform in their present positions, or if we or potential targets are unable to hire and train a sufficient number of qualified management, professional, technical and
regulatory personnel.

3

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Status of Actual and Proposed Acquisitions

Please see our Amended Form 10-KSB, which we filed with the Securities and Exchange Commission on May 13, 2004 and our Form 8-Ks filed on April 9, 13, and May 11, 12, and June 14, 2004, for full particulars regarding our recent actual and our
proposed acquisitions. For purposes of the following discussion regarding actual and proposed acquisitions, we are assuming a currency conversion rate of one Canadian Dollar being equivalent to approximately $0.80 US Dollars. This is the approximate
average exchange rate for the third quarter of 2004. Transactions recorded in the financial statements are shown at the average exchange rate (according to the Bank of Canada) for the month incurred.

On April 1, 2004, we completed the acquisition of 100% of the outstanding shares of Flowstar and Flowray in consideration of cash payments to the selling shareholders totaling approximately $401,500 (CDN$550,000).

Flowstar has the non-exclusive worldwide license to use Flowray's technology relating to certain flow meters and to manufacture, market and sell products derived from the technology, including three major product lines used in measuring and
recording natural gas flow. Flowray has developed a system known as the Digital Chart Recorder or "DCR-900" for measuring the flow of gas at the wellhead. Flowstar also markets liquid based totalizers, burner igniters, and
Windows©-based gas flow calculation software, and a line of liquid turbines for which there is no intellectual property, as the patents expired long ago.

Flowstar successfully field-tested the DCR-900 product in 2003. Units were commercially sold in the 2003 year, and were installed in various customer applications. Flowstar continues to develop and improve the DCR-900 product, including
PDA/telephone software and a satellite communication system. Management of Flowstar participated in the Instrument Society of America trade show in Edmonton, Alberta on April 22, 2004, the Global Petroleum Show in Calgary, Alberta in June 2004 and
the Loydminster Oil Show in September. In the third quarter additional professional sales staff has been identified and hired .and a sales office has been opened in Calgary. Management is optimistic about the future prospects for Flowstar and
Flowray. Sales for the company have increased over the first half of the fourth quarter with 95 units sold to date and it is anticipated it will continue to increase over the course of the fourth quarter and into 2005. However, cash will be required
to fund the manufacture of sufficient inventory and to finance the build up of trade accounts receivable that will increase as sales increase. Consequently, it is difficult to forecast the total cash required, as it will be contingent on the timing
and amount of sales generated over the same period.

In connection with the completed acquisition of Flowstar and Flowray, effective July 1, 2004 we acquired 100% of the outstanding shares of Vasjar Trading Ltd. ("Vasjar"), a British Virgin Islands corporation. Vasjar owns all the outstanding shares
of Penta Holdings Inc., a Barbados holding company, which in turn owns all the outstanding shares of Quadra Products International Inc. ("Quadra") and Flowstar International, Inc. ("Flowstar International"), both of which are also Barbados
corporations. Flowstar International will in turn own Flowstar Services Inc. (a Barbadian company) and Flowstar USA, Inc. ("Flowstar USA", a Delaware company; see below). Flowray has transferred to Quadra all of its intellectual property rights,
including rights to the technology related to the DCR 900 system marketed and sold by Flowstar, in consideration of a promissory note in the principal amount of $438,000 (CDN$600,000) without interest. The promissory note is now the sole asset of
Flowray.

We expected to conclude the acquisition of Vasjar in early June 2004; however, the exchange of shares (and thus actual ownership of and consolidation with Wescorp) was delayed due to issues related to the our ability to issue SEC registered shares
to the Vasjar shareholders in a timely manner. On April 29, 2004, we tendered and delivered to each of the shareholders of Vasjar 1,200,000 restricted (unregistered) shares of common stock, for a total of 2,400,000 shares (the "First Tranche"), in
settlement of the initial share delivery provisions for the Vasjar acquisition, which provisions were described in our Form 10-KSB/A for the year ended December 31, 2003. Pursuant to amending agreements dated June 16, 2004, the shareholders of
Vasjar accepted the restricted shares, and the acquisition of Vasjar completed on July 1, 2004. If a third party purchases the First Tranche (under the terms and conditions specified in Item 6 Exhibits & Reports on Form 8-K, Subsection (a)
Exhibit 2.1.15) from the Vasjar shareholders, Wescorp will not have to register the First Tranche in the future. A third party has purchased the restricted shares of one of the two shareholders. It is the understanding of the Company that a third
party is prepared to offer to purchase the restricted shares of the second shareholder prior to the 270 day deadline as outlined in the amending agreement. Should a third party fail to make an offer to purchase the restricted shares in a timely
manner or the Company register these shares, the second shareholder may terminate its portion of the agreements without notice and receive back its portion of the Vasjar shares.

The Vasjar shares have been hypothecated and pledged with an independent escrow
  agent to secure performance of Wescorp's future obligations under the share
  purchase agreements as amended. Upon performance by Wescorp of all its obligations
  under the agreements, the hypothecation and pledge will be discharged and released.
  The final documentation was received August 19, 2004

4

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With the completion of the acquisition of Vasjar, the Company now owns all the proprietary technology originally owned by Flowray related to the DCR 900 system and other products. Quadra is planning to grant Flowstar International a license to use
the technology and to manufacture, market and sell products derived from the technology, including the DCR 900 system, in all jurisdictions worldwide except Canada. Wescorp has become the parent company of Flowstar USA, which will hold the rights to
manufacture, market and sell the DCR 900 system in the United States. Flowstar's current worldwide license will be amended so that Flowstar will retain the rights to manufacture, market and sell the DCR 900 system only in Canada.

B. Memorandum of Understanding to Form a Joint Venture with and Shares of Ellycrack AS

On September 28th , 2004, Ellycrack AS ("Ellycrack"), of Florø, Norway, and The Company signed a Memorandum of Understanding to form a 50% / 50% Joint Venture to make, use, copy, develop and exploit Ellycrack's technology and
intellectual property and to design, manufacture, market and sell products or systems derived from or utilizing Ellycrack's technology or sublicense others to do the same on a world-wide basis. Ellycrack has developed what is believed to be a cost
effective technology in which heavy oil can be upgraded to a "lighter" more commercially saleable oil in a highly intensive cracking process which could be located directly at the oil field.

The principle features of the MOU is to cancel the options to purchase licenses in Canada, the United States and Mexico for a total cost of US$ 2,250,000 and to replace it with an obligation to build and operate a pilot plant in Canada to determine
the overall economics of the technology and subject to the viability of these economics, to market the technology on a world-wide basis. For further details see our 8-K filed with The Securities Exchange Commission on Sept 28th, 2004.

The Company has purchased an aggregate 655,000 shares of Ellycrack representing 13.15% of Ellycrack's outstanding shares; 255,000 shares in consideration of $123,129 and 400,000 shares in exchange for 300,000 shares of our common stock issued to
Ellycrack. The MOU provides an option for the Company to increase its equity interest up to 20% via a combination of purchase and share swap. For further details see our 8-K filed with The Securities Exchange Commission on September 28th,
2004

On June 9, 2003 we signed an option agreement allowing the Company to purchase 1,000,000 previously issued common shares of Synenco Energy Inc. ("Synenco") from PGN Holdings Inc. ("PGN"), a shareholder of Synenco. Synenco is a company involved in
the potential development of an oil sands lease in the Athabasca Oil Sands area of northern Alberta, Canada. Synenco and its business are more fully described in the Company's Form 10-KSB/A filed with the Securities and Exchange Commission on May
13, 2004 for the year ended December 31, 2003. To date we have paid $350,463 (CAD$479,000), which has been recorded as an investment. On April 23, 2004, we set aside 600,000 shares of common stock for delivery to PGN as partial consideration of the
proposed acquisition. On May 6, 2004, we delivered these shares to PGN's legal counsel on his undertaking not to release the Wescorp shares until 170,000 Synenco shares have been transferred to Wescorp. The number of Synenco shares to be transferred
to Wescorp corresponds to the amount of cash paid and shares issued by Wescorp in proportion to the total purchase price for the 1,000,000 Synenco shares. The option expired on March 31, 2004.

The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position of our Company should be read in conjunction with our most recent financial statements and notes appearing
elsewhere in this Form 10-QSB, and our Form 10-KSB/A filed on May 13, 2004. Prior to the second quarter of operations, we had not generated any revenues from products, services or operations since the inception of our company. We are including
herein a discussion of our plan of operation for the next 12 months for our revised business plan, which was initiated in late 2003.

In addition, though not required for regulatory purposes, we are also including some additional summary analysis and information regarding our financial condition, liquidity and capital resources. This analysis should be read jointly with the
financial statements, related notes, and the cautionary statement regarding forward-looking statements, which appear elsewhere in this filing.

5

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Plan of Operation for the Next Twelve Months

The Flowstar revenue from July 01 to September 30, 2004 of $779,446 is an indication that Flowstar will generate significantly higher operating revenues in the future and that it will be able to operate profitably in the future. Our overall future
operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitability in all facets of
our operations . There can be no assurances that we will be successful which would significantly affect our ability to roll out our revised business plan. If not, we will likely be required to reduce operations. We will continue to evaluate our
projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.

Our plan over the next several months is to integrate the operations of Flowstar,
  Quadra, Flowstar International, Flowstar Services and Flowstar USA (the "Flowstar
  Group") into Wescorp. In view of the new Ellycrack MOU, our company will require
  additional cash of approximately $2,300,000 over the next twelve months as opposed
  to the $3,450,000 predicted in the August 10-Q Cash requirements are scheduled
  as follows:

- $400,000 in forecasted cash flow requirements for Flowstar Group operations in the fourth quarter of 2004;
- $400,000 in forecasted cash flow requirements for Flowstar Group operations in the first quarter of 2005, and
- $1,500,000 to finance the pilot plant for Ellycrack in the first half of 2005

The funding required for the Flowstar Group is primarily for funding the manufacture of sufficient inventory and to finance the build up of trade accounts receivable that will increase as sales increase. Consequently, it is difficult to forecast the
total cash required, as it will be contingent on the timing and amount of sales generated over the same period

These estimates may differ significantly after our needs are more fully developed. Our operations have been funded to date by debt and equity financing. We are relying on these sources of funding in order to provide our company with sufficient
capital to continue our development and operational plans.. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near
future. To the extent that we require additional funds to support our operations or the expansion of our business, we may sell additional equity or issue debt. Any sale of additional equity securities will result in dilution to our stockholders.
There can be no assurance that additional financing, if required, will be available to our company or on acceptable terms.

We do not anticipate making any major purchases of capital assets in the next 12 months, or increasing the amount spent on research and development ("R & D") within the Flowstar Group over and above what has already been budgeted. However, we
are decreasing the forecasted $2,700,000 ($2,250,000 for license fees to Ellycrack and $450,000 for research) to a forecasted cost of $1,500,000 for the design, construction and operation of the pilot plant. There may be some staffing
changes/increases in the Flowstar Group and the Ellycrack Joint Venture in the next twelve months. This will be examined in more detail in this quarter, as the operations for these companies are integrated into Wescorp. Given the change in our
business plan, we anticipate that any change in capital assets, R & D and employees would be subject to changes in any additional targeted operating business we may acquire. Synenco is an operating company in its own right, and our minority
equity interests in it will not give rise to any cash requirements for employment or R & D.

On March 15, 2004, we completed the private placement of 2,666,000 units at the price of $0.50 per unit for total proceeds of $1,333,000. Each of 926,000 units consisted of one share of common stock and one whole share purchase warrant exercisable
to purchase one additional common share at a price of $0.50 until the close of business on March 15, 2006. Each of 1,740,000 units consisted of one share of common stock and one-half of one share purchase warrant where one whole warrant is
exercisable to purchase one additional common share at a price of $1.00 until the close of business on March 15, 2005. On April 16, 2004, we completed the private placement of 565,000 units at the price of $0.50 per unit for total proceeds of
$282,500. Each unit consisted of one share of common stock and one-half of one share purchase warrant. Each whole warrant is exercisable to purchase one additional common share at a price of $1.00 until the close of business on April 16, 2005. The
funds obtained from the two private placements at $0.50 per unit were used to pay the following:

6

---

- operating expenses of Flowstar (approximately $705,000)
- repayment of loan advances by AHC Holdings Ltd. ($150,000)
- subscription funds for Ellycrack shares ($73,129)
- salaries and expenses (approximately $68,260) and severance ($65,000)
- legal (approximately $146,000) and audit (approximately $71,000)
- SEC filings and other public disclosure costs (approximately $7,500)
- printing of marketing materials ($36,500), and
- taxes and other trade payables (approximately $10,000).

We incurred a net operating loss for the third quarter ended September 30, 2004 of $375,764 compared to a net loss of $228,052 for the comparable period in 2003. This loss includes operating expenses and general and administrative costs totaling$639,270 compared to $153,802 for the nine months ended September 30, 2003. The 2004 figure includes the operating, general and administrative expenses for Wescorp as well as for Flowstar and Flowray (the two companies acquired on April 01,
2004). The 2003 figure reflected a quarter when Wescorp had little operating activity. As a result, the 2004 figure includes advertising and investor relations costs of $130,971 (compared to $22,583 in 2003), consulting expenses of $174,402 (versus
$77,104 in 2003), legal and accounting (primarily related to the completion of the Vasjar acquisition, the investment in Ellycrack and the preparation of the Company's 10-QSB and 8-K reports) of $202,082 (compared to $40,163 in 2003), office and
general expenses of $68,491 (versus $4,293 in 2003) and depreciation of $24,516 (compared to $123 in 2003).

The Company had a loss from other items of $101,602 for the third quarter of 2004 compared to a loss of $74,250 for same period in 2003. The loss from other items for the third three months of 2004 consisted of bank fees and
interest charges on debt and foreign currency loss. The loss from the comparable 2003 period came from interest paid on amounts owing to related parties.

Since inception to the beginning of the second quarter, we have been dependent on investment capital and debt financing from our shareholders as our primary source of liquidity. To September 30, 2004, we have generated revenues from operations of
only $779,446 (comprised of $200,109 for the second quarter and $579,337 for the third quarter). We had an accumulated deficit at March 31, 2004 of $7,207,821. We suffered an operating loss for the second and third quarters of 2004, which increased
our accumulated deficit to $8,159,223 at September 30, 2004.

During the third quarter of 2004, our cash position decreased to $43,858 at September 30, 2004 from $522,412 at June 30, 2004. We had cash used in operations of $1,720,411 in the first nine months of fiscal 2004 compared to cash used in operations
of $917,778 in the same period of fiscal 2003. We also had a net outflow of cash of $122,439 from investing activities in the first three quarters of 2004, which consisted of net balances received of $15,006 from Flowstar and Flowray on the purchase
of their shares, cash used of $108,151 for the purchase in shares of Ellycrack (as noted in the "Financing" section above) and the purchase of plant and equipment of $29,266 (2003 - $NIL), and the purchase of trademarks of $28 (2003 - $NIL). The net
cash used in operating and investing activities was financed by $1,585,800 from financing activities, resulting in a net decrease in our cash position for the nine month period of $70,028. The cash flow from financing activities is primarily a
result of the issuance of some common stock shares (see Part II, Item 2).

The Company had $2,473,200 in total liabilities at September 30, 2004 compared to $1,936,412 at the end of September 2003. The increase is primarily a result of increased trade accounts payable for operations. There was a repayment of $150,000 on
the note payable from a related party in the second quarter (also as noted in the "Financing" section above). This loan was originally used to fund working capital requirements of the Company as well as to fund the advances to Flowstar and to
purchase Ellycrack shares.

7

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ITEM 3. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the
specified time periods. As of the end of the period covered by this report, Wescorp's Chief Executive Officer and its Chief Financial Officer evaluated, with the participation of Wescorp management, the effectiveness of the Company's disclosure
controls and procedures. Based on the evaluation, which disclosed that there was a significant deficiency in that the last filing as required by the aforementioned Act was late Wescorp's Chief Executive Officer and Chief Financial Officer each
concluded that the Company's disclosure controls and procedures were not as effective as required and are currently in the process of upgrading these procedures and hiring additional staff to ensure that the new procedures will be complied with.
There were several changes in the Company's internal controls over financial reporting that occurred during the Company's most recent quarter to increase the effectiveness of, the Company's internal control over financial reporting.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive office and principal officer, as appropriate to allow timely decisions regarding required
disclosure.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On January 21, 2004, Mark L. Baum d/b/a Business Consulting Group commenced an Arbitration Claim against Wescorp Energy, Inc. (f/k/a CTI Diversified Holdings, Inc.) The Claim is pending before the American Arbitration Association, International
Centre for Dispute Resolution, 1633 Broadway, 10th Floor, New York, NY 10019, Case Number 50 T 181 00033 04, Baum vs. Wescorp Energy, Inc. In his Claim, Mr. Baum seeks an arbitration award of $300,000. The Claim is based on a Strategic
Business Services Agreement, allegedly entered into on July 11, 2003. Upon learning of the purported agreement, Wescorp disavowed it and gave formal notice of termination. Prior to disavowing the purported agreement, only minimal services were
performed over a period of several weeks. In its Response, Wescorp denied liability. The arbitration hearing was held in early October, 2004 and the Interim Ruling received in late October dismissed Mr. Baum's request for award and awarded costs to
the Company. It is anticipated that the costs of approximately $100,000 will be made available for general working capital sometime in early 2005.

Subsequent to the quarter ended June 30, 2004, the British Columbia Advanced Systems Foundation (the "Foundation") commenced an Arbitration Claim against Wescorp under the rules of the British Columbia International Commercial Arbitration Centre,
#104  1260 Hornby Street, Vancouver, British Columbia, V6Z 1W2. The Claim is based on a loan agreement dated August 10, 1999 between the Foundation and our former subsidiary Sentry Telecom Systems Inc. ("Sentry"), as amended by a loan
amendment agreement dated April 30, 2002 among the Foundation, Sentry and our company. Under the original loan agreement, the Foundation loaned Cdn$200,000 (US$146,000) to Sentry for research and development work. In addition to repayment of the
loan, Sentry also agreed to pay the Foundation Cdn$70,000 (US$51,100) twelve months after project completion. Pursuant to the amendment agreement, the Foundation exercised a right to convert the outstanding indebtedness of Cdn$270,000 into shares of
the Company's common stock on the basis of one share for each US$0.2905 of debt, for a total of 592,826 restricted Wescorp shares. The Foundation now claims that the Company failed to issue the Company shares to the Foundation in compliance with the
Securities Act of 1933 The Company is currently defending the Foundation's Claim.

In connection with the acquisition of Flowstar and Flowray, we also completed the acquisition of 100% of the outstanding shares of Vasjar. See "Acquisition of Vasjar" in Item 2 herein and our Form 10-KSB/A for the year ended December 31, 2003 for
particulars regarding the original and amended terms and conditions of this acquisition. On April 29, 2004 we delivered to the shareholders of Vasjar an aggregate 2,400,000 restricted shares of our common stock, as a proposed settlement of the
initial share delivery provisions for the Vasjar acquisition, which the Vasjar shareholders accepted. These shares were issued to non-U.S. persons outside the United States in reliance upon an exemption from registration under Regulation S of the
Securities Act of 1933, as amended. The acquisition of Vasjar completed effective July 1, 2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

8

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

No matters were submitted to a vote of our security holders during the three months ended September 30, 2004.

ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

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

|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.1*  |  | Loan Agreement dated January 28, 2003 between
      the Company and AHC Holdings Ltd. Addendum to the Loan Agreement dated February
      6, 2003 providing AHC a warrant to purchase 1,000,000 shares of the Company's
      common stock at $0.15 per share as a bonus for providing the Loan. (Incorporated
      by reference to Form 8-K filed April 28, 2003).
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.2*  |  | Finder's Fee Agreement dated January 28, 2003
      between the Company and Terry Mereniuk, under which Mr. Mereniuk was granted
      a warrant to purchase 500,000 shares of the Company's common stock for $0.15
      per share. (Incorporated by reference to Form 8-K filed April 28, 2003).                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.3*  |  | Share Purchase Warrants dated March 6, 2003 issued
      to Terry Mereniuk and AHC Holdings Ltd. (Incorporated by reference to Form
      8-K filed April 28, 2003).                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.4*  |  | License Agreement dated December 6, 2001 between
      Flowray and Flowstar. (Incorporated by reference to Form 8-K/A filed on
      May 12, 2004).                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.5*  |  | Letter of Intent dated March 21, 2003 between
      Flowray, Flowstar and a confidential party related to license. (Incorporated
      by reference to Form 10-KSB filed on May 20, 2004).                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.6*  |  | Letter of Intent to purchase a 51% equity interest
      in Flowstar and Flowray dated February 6, 2003 (Incorporated by reference
      to Form 8-K filed on April 28, 2003).                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.7*  |  | Amendment to the Letter of Intent dated April
      9, 2003 extending deadlines for certain cash payments (Incorporated by reference
      to Form 8-k filed on April 28, 2003).                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.8*  |  | Memorandum of Agreement dated March 27, 2003
      among the Company, Flowray and Flowstar. (Incorporated by reference to Form
      8-K/A filed on May 12, 2004).                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.9*  |  | Memorandum Amending Agreement dated January 14,
      2004 the Company, Flowray and Flowstar. (Incorporated by reference to Form
      8-K/A filed on May 12, 2004).                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.10* |  | Intellectual Property Purchase Agreement dated
      and effective August 30, 2003 between Flowray and Quadra Products International
      Inc. (Incorporated by reference to Form 8-K/A filed on May 12, 2004).                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.11* |  | 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 Form 8-K/A filed on May 12, 2004).                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.12* |  | 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 Form 8-K/A filed on May 12, 2004).                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.13* |  | Share Purchase Agreement dated as of January
      14, 2004 between the Company and the Trustee of the Epitihia Trust. (Incorporated
      by reference to Form 8-K/A filed on May 12, 2004).                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                     
|2.1.14* |  | Share Purchase Agreement dated as of January
      14, 2004 between the Company and the Trustee of the Abuelo Trust. (Incorporated
      by reference to Form 8-K/A filed on May 12, 2004).                                                                                                                                                                         

9

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|2.1.15* | Amending Agreement dated as of June 16, 2004
      between the Company and the Trustee of the Epitihia Trust.                                                                                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                  
|2.1.16* | Amending Agreement dated as of June 16, 2004
      between the Company and the Trustee of the Abuelo Trust.                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                  
|2.1.17* | Hypothecation Agreement dated as of July 6, 2004
      between the Company, the Trustee of the Epitihia Trust and Yearwood &
      Boyce.                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                  
|2.1.18* | Hypothecation Agreement dated as of July 6, 2004
      between the Company, the Trustee of the Abuelo Trust and Yearwood &
      Boyce.                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                  
|2.1.19* | Letter of Intent dated February 10, 2004 between
      the Company and Ellycrack AS regarding options to acquire three licenses
      in Canada, the United States and Mexico (Incorporated by reference to Form
      8-K filed on April 8, 2004).                                                                              
|        |                                                                                                                                                                                                                                                                                                                                  
|2.1.20* | Share Purchase Option Agreement dated February
      10, 2004 between the Company and Olav Ellingsen regarding an option to purchase
      outstanding shares of Ellycrack AS (Incorporated by reference to Form 8-K
      filed on April 8, 2004).                                                                              
|        |                                                                                                                                                                                                                                                                                                                                  
|3.1.1*  | Articles of Incorporation of Unique Bagel Co.,
      Inc. a Delaware corporation (now Wescorp Energy Inc.) dated August 11, 1998.
      (Incorporated by reference to Exhibit 2.2 of the Company's Form 10SB12G,
      filed with the SEC on March 24, 2000.)                                                                    
|        |                                                                                                                                                                                                                                                                                                                                  
|3.1.2*  | Certificate of Amendment of the Certificate of
      Incorporation of Unique Bagel Co., Inc., a Delaware corporation dated January
      10, 2001, changing the name Unique Bagel to CTI Diversified Holdings, Inc.
      (Incorporated by reference to Exhibit 3.1.2 to the Company's Form 10-KSB
      filed on April 17, 2001)
|        |                                                                                                                                                                                                                                                                                                                                  
|3.1.3*  | Restated Articles of Incorporation of Wescorp
      Energy Inc filed February 17, 2004. (Incorporated by reference to Exhibit
      3.1.3 to the Company's Form 10-KSB/A filed on May 13, 2004)                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                  
|10.1*   | Audit committee charter (Incorporated by reference
      to the Company's Form 10-KSB filed on April 29, 2003).                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                  
|10.2*   | Audit committee terms of reference (Incorporated
      by reference to the Company's Form 10-KSB filed on April 29, 2003).                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                  
|16.0*   | David J. Maxwell Ltd - Letter re: Change in Certifying
      Accountant (Incorporated by reference to the Company's Form 10- KSB filed
      on April 17, 2001)                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                  
|21.1*   | Schedule of Subsidiaries of Wescorp Energy Inc.
      (Incorporated by reference to Exhibit 21.1 to the Company's Form 10- KSB/A
      filed on May 13, 2004)                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                  
|23.1*   | Consent of Moore Stephens Ellis Foster Ltd. Chartered
      Accountants (Incorporated by reference to the Company's Form 10-KSB filed
      on April 17, 2001)                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                  
|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                                                                                                                                        

* Previously filed

(b) Reports on Form 8-K

April 2, 2004 Form 8-K/A Item 4 respecting change of auditors to Williams & Webster, p.s

April 9, 2004 reporting the acquisition of shares of Ellycrack AS, the option to acquire licenses to use Ellycrack's technology in Canada, the United States and Mexico, and the option to acquire additional shares of Ellycrack from its principal.

April 13, 2004 and amended May 12, 2004 reporting the completion of the acquisition
  of Flowstar and Flowray and the entering into of share purchase agreements to
  acquire Vasjar, the amendment to the terms of the loans to Flowstar and Flowray,
  the filing of the Amended and Restated Certificate of Incorporation on February
  17, 2004 to change the corporate name from "CTI Diversified Holdings, Inc."
  to "Wescorp

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Energy Inc." and to authorize the issuance of up to 50,000,000 preferred shares, and the completion of the private placement of 2,666,000 units at the price of $0.50 per unit for total proceeds of $1,333,000.

May 11, 2004 reporting the completion of the private placement of 565,000 units at the price of $0.50 per unit for total proceeds of $282,500 and the issuance of shares of common stock by way of commission, the issuance of shares as a finder's fee
in connection with the acquisition of Flowstar and Flowray, the issuance of shares to the Vasjar shareholders in consideration of the transfer of the outstanding shares of Vasjar, and the issuance of shares to PGN in consideration of the transfer of
Synenco shares.

June 14, 2002 Form 8-K/A respecting the completion of the acquisition of Flowstar and Flowray, with audited financial statements of Flowstar and Flowray and proforma financial statements giving effect to the acquisition attached as exhibits.

Sept 28, 2004 Form 8-K respecting the change of agreements with Ellycrack AS from the option to acquire licenses to use Ellycrack's technology in Canada, the United States and Mexico as reported in the April 9, 2004 8-K to an agreement to form a 50%
/ 50% Joint Venture to use Ellycrack's technology on a world-wide basis.

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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, on this 23rd
  day of November, 2004.

|                        | WESCORP ENERGY INC.                                 
|----------------------- | ----------------------------------------------------
|                        |                                                     
|Date: November 23, 2004 | By: /s/ Douglas
      Biles                         
|                        | Douglas Biles, Chief Executive Officer and Director 
|                        |                                                     
|                        | By: /s/ Terry
      Mereniuk                        
|                        | Terry Mereniuk, Chief Financial Officer and Director

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