---

As filed with the Securities and Exchange Commission on May
  20, 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 March 31, 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)

**(877) 247- 1975 or (780) 482 - 4200**
  Registrants telephone number, including area code

|Securities registered pursuant to Section 12(b) of the Act:
|-----------------------------------------------------------
|Title of each class                                        
|**None**                                                   

Securities registered pursuant to Section 12(g) of the Act:
  **Common Stock, par value $.0001 per share**
  (Title of class)

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

Number of shares outstanding of the registrants class
  of common stock as of May 20, 2004: 34,037,615.

Authorized share capital of the registrant as of May 20, 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 $NIL revenue for the quarter ended March
  31, 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 WILL NOT COMPLETE ITS PROPOSED ACQUISITIONS OR ANY OTHER SUITABLE ACQUISITIONS,
  THAT ITS MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE
  WILL BE ADEQUATE CAPITAL; IN ADDITION, IF SAID ACQUISITIONS ARE COMPLETED THEY
  MAY BE UNSUCCESSFUL FOR TECHNICAL, ECONOMIC OR OTHER REASONS. IN ADDITION, THE
  FLOWSTAR/FLOWRAY PRODUCTS DO NOT HAVE SUFFICIENT DISTRIBUTION AS YET TO ENSURE
  PROFITABILITY. THE PRODUCTION ARRANGEMENTS WITH A LICENSEE MAY NOT PERMIT PROFITABLE
  SALES AND INSUFFICIENT PRODUCTION THEREWITH COULD CAUSE LOSS OF USE OF THE PRODUCTION
  PATENT AND COULD CURTAIL OR ELIMINATE FLOWSTAR/FLOWRAY BUSINESS. IN ADDITION,
  IF REGISTERED SHARES TO BE DELIVERED TO THE HOLDERS OF VASJAR TRADING CANNOT
  BE REGISTERED WITHIN THE TIMES REQUIRED, OR FOR OTHER REASONS ARE NOT ISSUED,
  THE SELLERS OF VASJAR MAY, AFTER 182 DAYS, ELECT TO TERMINATE THE VASJAR SALE
  WITHOUT NOTICE OR OPPORTUNITY TO CURE. THE ELLYCRACK TECHNOLOGY MAY NOT BE TECHNICALLY
  EFFECTIVE OR COST EFFECTIVE IN THE MARKETS TARGETED BY MANAGEMENT.

CURRENCIES

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index

Consolidated Balance Sheets at March 31, 2004 and December
  31, 2003

Consolidated Statements of Operations for the three months
  ended March 31, 2004 and 2003, and from August 31, 1998 (inception) to March
  31, 2004

Consolidated Statements of Cash Flows for the three months
  ended March 31, 2004 and 2003, and from August 31, 1998 (inception) to March
  31, 2004

Condensed Notes to the Consolidated Financial Statements

Proforma Balance Sheet at December 31, 2003

Proforma Income Statements for the year ended December
  31, 2003

Proforma Income Statements for the three months ended
  March 31, 2004

Notes to the Proforma Financial Statements

---

WESCORP ENERGY INC.
  (formerly CTI Diversified Holdings, Inc.)
  (A Development Stage Enterprise) 
  CONSOLIDATED BALANCE SHEETS

|                                                               |   | March 31,   |   |   | December 31, |  
|-------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                               |   | 2004        |   |   | 2003         |  
|                                                               |   | (Unaudited) |   |   |              |  
|ASSETS                                                         |   |             |   |   |              |  
|CURRENT ASSETS                                                 |   |             |   |   |              |  
|Cash
      and equivalents                                     | $ | 118,466     |   | $ | 2,064        |  
|Cash
      trust accounts                                      |   | 935,953     |   |   | 111,822      |  
|Accounts
      receivable                                      |   | 300,322     |   |   | -            |  
|Prepaid
      expenses                                         |   | 6,551       |   |   | -            |  
|GST
      taxes receivable                                     |   | 1,541       |   |   | -            |  
|Inventory                                                      |   | 290,906     |   |   | -            |  
|TOTAL
      CURRENT ASSETS                                     |   | 1,653,739   |   |   | 113,886      |  
|                                                               |   |             |   |   |              |  
|OTHER ASSETS                                                   |   |             |   |   |              |  
|Investments                                                    |   | 450,052     |   |   | 400,463      |  
|Property,
      plant and equipment, net                       |   | 107,329     |   |   | -            |  
|Tradmarks                                                      |   | 957         |   |   | -            |  
|Goodwill                                                       |   | 531,547     |   |   | -            |  
|Note
      receivable                                          |   | 444,972     |   |   | 1,708,991    |  
|Deferred
      tax asset                                       |   | 54,839      |   |   | -            |  
|TOTAL
      OTHER ASSETS                                       |   | 1,589,696   |   |   | 2,109,454    |  
|                                                               |   |             |   |   |              |  
|TOTAL
      ASSETS                                             | $ | 3,243,435   |   | $ | 2,223,340    |  
|                                                               |   |             |   |   |              |  
|                                                               |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 |   |             |   |   |              |  
|CURRENT LIABILITIES                                            |   |             |   |   |              |  
|Accounts
      payable and accrued liabilities                 | $ | 341,277     |   | $ | 183,410      |  
|Due
      to shareholders                                      |   | 39,750      |   |   | 75,775       |  
|TOTAL
      CURRENT LIABILITIES                                |   | 381,027     |   |   | 259,185      |  
|                                                               |   |             |   |   |              |  
|LONG-TERM LIABILITIES                                          |   |             |   |   |              |  
|Note
      payable, related party, net of unamortized discount |   | 1,645,017   |   |   | 1,677,227    |  
|TOTAL
      LONG-TERM LIABILITIES                              |   | 1,645,017   |   |   | 1,677,227    |  
|                                                               |   |             |   |   |              |  
|COMMITMENTS AND CONTINGENCIES                                  |   | -           |   |   | -            |  
|                                                               |   |             |   |   |              |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                 |   |             |   |   |              |  
|Preferred
      stock, 50,000,000 shares authorized, $.0001    |   |             |   |   |              |  
|par
      value; no shares issued                              |   | -           |   |   | -            |  
|Common
      stock, 250,000,000 shares authorized, $0.0001     |   |             |   |   |              |  
|par
      value; 28,667,480 and 25,926,615 shares              |   |             |   |   |              |  
|issued
      and outstanding, respectively                     |   | 2,867       |   |   | 2,592        |  
|Additional
      paid-in capital                               |   | 8,414,638   |   |   | 7,083,347    |  
|Accumulated
      other comprehensive income                   |   | 7,707       |   |   | 14           |  
|Accumulated
      deficit during development stage             |   | (7,207,821  | ) |   | (6,799,025   | )
|TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)                     |   | 1,217,391   |   |   | 286,928      |  
|                                                               |   |             |   |   |              |  
|TOTAL
      LIABILITIES AND                                    |   |             |   |   |              |  
|STOCKHOLDERS'
      EQUITY (DEFICIT)                           | $ | 3,243,435   |   | $ | 2,223,340    |  

See accompanying condensed notes to interim financial statements.

F-1

---

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

|                                                 |   |                                    |   |   |             |   |   | From            |  
|------------------------------------------------ | - | ---------------------------------- | - | - | ----------- | - | - | --------------- | -
|                                                 |   |                                    |   |   |             |   |   | August 31, 1998 |  
|                                                 |   |                                    |   |   |             |   |   | (Inception) to  |  
|                                                 |   | Three
      Months Ended March 31, |   |   | March 31,   |  
|                                                 |   | 2004                               |   |   | 2003        |   |   | 2004            |  
|                                                 |   | (Unaudited)                        |   |   | (Unaudited) |   |   | (Unaudited)     |  
|                                                 |   |                                    |   |   |             |   |   |                 |  
|REVENUES                                         | $ | -                                  |   | $ | -           |   | $ | -               |  
|                                                 |   |                                    |   |   |             |   |   |                 |  
|EXPENSES                                         |   |                                    |   |   |             |   |   |                 |  
|Advertising and investor
      relations         |   | 54,413                             |   |   | -           |   |   | 314,524         |  
|Consulting                                       |   | 198,684                            |   |   | 5,388       |   |   | 827,716         |  
|Depreciation                                     |   | -                                  |   |   | 539         |   |   | 22,983          |  
|Amortization of loan
      discount              |   | -                                  |   |   | 2,601       |   |   | 28,927          |  
|Legal and accounting                             |   | 48,397                             |   |   | 7,228       |   |   | 375,766         |  
|Office                                           |   | -                                  |   |   | 89,353      |   |   | 233,169         |  
|Travel                                           |   | 2,258                              |   |   | -           |   |   | 160,402         |  
|Wages and benefits                               |   | 41,303                             |   |   | 25,000      |   |   | 284,278         |  
|TOTAL
      OPERATING EXPENSES                   |   | 345,055                            |   |   | 130,109     |   |   | 2,247,765       |  
|                                                 |   |                                    |   |   |             |   |   |                 |  
|LOSS FROM OPERATIONS                             |   | (345,055                           | ) |   | (130,109    | ) |   | (2,247,765      | )
|                                                 |   |                                    |   |   |             |   |   |                 |  
|OTHER INCOME (EXPENSES)                          |   |                                    |   |   |             |   |   |                 |  
|Interest and bank charges                        |   | -                                  |   |   | -           |   |   | (173,112        | )
|Interest, shareholders
      and related parties |   | (63,741                            | ) |   | -           |   |   | (491,255        | )
|Impairment of investments                        |   | -                                  |   |   | -           |   |   | (560,850        | )
|Loss on disposition of
      assets              |   | -                                  |   |   | -           |   |   | (10,103         | )
|Interest and other income                        |   | -                                  |   |   | 1,173       |   |   | 22,925          |  
|Forgiveness of debt                              |   | -                                  |   |   | -           |   |   | 15,617          |  
|TOTAL
      OTHER INCOME (EXPENSES)              |   | (63,741                            | ) |   | 1,173       |   |   | (1,196,778      | )
|                                                 |   |                                    |   |   |             |   |   |                 |  
|LOSS FROM CONTINUING OPERATIONS                  |   | (408,796                           | ) |   | (128,936    | ) |   | (3,444,543      | )
|                                                 |   |                                    |   |   |             |   |   |                 |  
|LOSS FROM DISCONTINUED OPERATIONS, NET           |   | -                                  |   |   | -           |   |   | (4,071,615      | )
|                                                 |   |                                    |   |   |             |   |   |                 |  
|LOSS BEFORE INCOME TAXES                         |   | (408,796                           | ) |   | (128,936    | ) |   | (7,516,158      | )
|                                                 |   |                                    |   |   |             |   |   |                 |  
|INCOME TAX BENEFIT                               |   | -                                  |   |   | -           |   |   | 308,337         |  
|                                                 |   |                                    |   |   |             |   |   |                 |  
|NET LOSS                                         |   | (408,796                           | ) |   | (128,936    | ) |   | (7,207,821      | )
|                                                 |   |                                    |   |   |             |   |   |                 |  
|OTHER COMPREHENSIVE LOSS                         |   |                                    |   |   |             |   |   |                 |  
|Foreign currency translation
      gain          |   | 7,691                              |   |   | -           |   |   | 7,707           |  
|                                                 |   |                                    |   |   |             |   |   |                 |  
|COMPREHENSIVE LOSS                               | $ | (401,105                           | ) | $ | (128,936    | ) | $ | (7,200,114      | )
|                                                 |   |                                    |   |   |             |   |   |                 |  
|BASIC AND DILUTED LOSS
      PER SHARE           | $ | (0.01                              | ) | $ | (0.01       | ) |   |                 |  
|                                                 |   |                                    |   |   |             |   |   |                 |  
|WEIGHTED AVERAGE NUMBER                          |   |                                    |   |   |             |   |   |                 |  
|COMMON SHARES OUTSTANDING                        |   |                                    |   |   |             |   |   |                 |  
|BASIC AND DILUTED                                |   | 26,318,167                         |   |   | 19,668,472  |   |   |                 |  

See accompanying condensed notes to interim financial statements.

F-2

---

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

|                                                                |   |                                    |   |   |             |   |   | Period from     |  
|--------------------------------------------------------------- | - | ---------------------------------- | - | - | ----------- | - | - | --------------- | -
|                                                                |   |                                    |   |   |             |   |   | August 31, 1998 |  
|                                                                |   |                                    |   |   |             |   |   | (Inception) to  |  
|                                                                |   | Three
      Months Ended March 31, |   |   | March 31,   |  
|                                                                |   | 2004                               |   |   | 2003        |   |   | 2004            |  
|                                                                |   | (Unaudited)                        |   |   | (Unaudited) |   |   | (Unaudited)     |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |   |                                    |   |   |             |   |   |                 |  
|Net loss                                                        | $ | (408,796                           | ) | $ | (128,936    | ) | $ | (7,207,821      | )
|Net
      (gain) loss from discontinued operations              |   | -                                  |   |   | -           |   |   | 3,763,278       |  
|                                                                |   | (408,796                           | ) |   | (128,936    | ) |   | (3,444,543      | )
|Adjustments to reconcile
      net loss                         |   |                                    |   |   |             |   |   |                 |  
|to
      net cash used by operating activities:                 |   |                                    |   |   |             |   |   |                 |  
|Depreciation                                                    |   | -                                  |   |   | 539         |   |   | 22,983          |  
|Shares
      issued for services                                |   | 36,372                             |   |   | 25,000      |   |   | 131,874         |  
|Warrants
      issued for services and financing fees           |   | -                                  |   |   | -           |   |   | 384,236         |  
|Amortization
      on discount of note payable                  |   | 36,940                             |   |   | 7,685       |   |   | 65,867          |  
|Impairment
      of asset and forgiveness of debt               |   | -                                  |   |   | -           |   |   | 568,515         |  
|Forgiveness
      of debt                                       |   | -                                  |   |   | -           |   |   | (15,617         | )
|Increase
      (decrease) in:                                   |   |                                    |   |   |             |   |   |                 |  
|Accounts
      payable, related party                           |   | (34,567                            | ) |   | -           |   |   | (34,567         | )
|Liabilities                                                     |   | 31,405                             |   |   | (1,229      | ) |   | 596,182         |  
|Cash
      used in discontinued operations                      |   | -                                  |   |   | -           |   |   | 3,528,509       |  
|Net cash provided (used)
      by operating activities          |   | (338,646                           | ) |   | (96,941     | ) |   | 1,803,439       |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                           |   |                                    |   |   |             |   |   |                 |  
|Capital expenditures                                            |   | -                                  |   |   | -           |   |   | (74,161         | )
|Investments                                                     |   | (50,000                            | ) |   | -           |   |   | (450,463        | )
|Investment in subsidiaries                                      |   | -                                  |   |   | (888,506    | ) |   | (1,708,991      | )
|Proceeds from sales of
      assets                             |   | -                                  |   |   | -           |   |   | 24,886          |  
|Cash received in acquisition                                    |   | 111,878                            |   |   | -           |   |   | 111,878         |  
|Investments in discontinued
      operations                    |   | -                                  |   |   | -           |   |   | (5,996,170      | )
|Net cash provided by
      (used) in investing activities       |   | 61,878                             |   |   | (888,506    | ) |   | (8,093,021      | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                           |   |                                    |   |   |             |   |   |                 |  
|Proceeds from borrowing                                         |   | -                                  |   |   | 1,020,249   |   |   | 4,383,093       |  
|Payments on notes payable                                       |   | (114,465                           | ) |   | -           |   |   | (145,006        | )
|Proceeds on notes payable,
      related parties                |   | -                                  |   |   | 10,995      |   |   | 614,838         |  
|Sale of stock                                                   |   | 1,333,000                          |   |   | -           |   |   | 2,468,048       |  
|Net cash provided by
      financing activities                 |   | 1,218,535                          |   |   | 1,031,244   |   |   | 7,320,973       |  
|Effect of exchange rates                                        |   | (1,234                             | ) |   | (33,221     | ) |   | 23,028          |  
|                                                                |   |                                    |   |   |             |   |   |                 |  
|Net increase in cash                                            |   | 940,533                            |   |   | 12,576      |   |   | 1,054,419       |  
|                                                                |   |                                    |   |   |             |   |   |                 |  
|Cash equivalents, beginning of period                           |   | 113,886                            |   |   | 1,422       |   |   | -               |  
|                                                                |   |                                    |   |   |             |   |   |                 |  
|Cash equivalents, end of period                                 | $ | 1,054,419                          |   | $ | 13,998      |   | $ | 1,054,419       |  
|                                                                |   |                                    |   |   |             |   |   |                 |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                             |   |                                    |   |   |             |   |   |                 |  
|Cash paid for interest
      and income taxes:                  |   |                                    |   |   |             |   |   |                 |  
|Interest
      expense                                          | $ | -                                  |   | $ | -           |   | $ | 218,351         |  
|Income
      taxes                                              | $ | -                                  |   | $ | -           |   | $ | -               |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                    |   |                                    |   |   |             |   |   |                 |  
|Forgiveness of debt before
      discontinued operations        | $ | -                                  |   | $ | -           |   | $ | 212,054         |  
|Stock issued for conversion
      of notes payable, amounts due |   |                                    |   |   |             |   |   |                 |  
|to
      shareholders and accounts payable                      | $ | -                                  |   | $ | 34,525      |   | $ | 3,296,774       |  
|Stock issued on acquisition
      of subsidiaries               | $ | -                                  |   | $ | -           |   | $ | 1,845,507       |  
|Shares issued for services                                      | $ | 36,372                             |   | $ | 25,000      |   | $ | 131,874         |  
|Warrants issued for services
      and financing fees           | $ | -                                  |   | $ | -           |   | $ | 384,236         |  

See accompanying condensed notes to interim financial statements.
  
  F-3

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 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 three-month period ended March 31,
  2004 are not necessarily indicative of the results that may be expected for
  the year ending December 31, 2004.

NOTE 2  GOING CONCERN UNCERTAINTY

These consolidated financial statements have been prepared
  with the assumption being that the Company will continue on a going concern
  basis and that it will be able to realize assets and discharge liabilities in
  the normal course of business. As shown in the accompanying financial statements,
  the Company has incurred an accumulated deficit of $7,207,821 through March
  31, 2004. 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
  these factors which raise 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.

F-4

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 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 $540,000 is believed necessary to continue the
  Companys operations and increase development through the end of this fiscal
  year. This amount does not include any cash required for capital purchases such
  as the purchase of Synenco shares. 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
  self sufficient by the end of 2004. 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 less an allowance for doubtful
  accounts. On a periodic basis, the Company evaluates its accounts receivable
  and establishes an allowance for doubtful accounts, based on a history of past
  write-offs and collections and current credit conditions. 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.

F-5

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                               

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 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 the estimated useful lives of the
  assets. 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.

|                        |   | March
      31, 2004 |  |   | December
      31, 2003 | 
|----------------------- | - | -------------------- |  | - | ----------------------- | 
|                        |   |                      |  |   | Accumulated             | 
|                        |   | Cost                 |  |   | Depreciation            | 
|Manufacturing equipment | $ | 5,020                |  | $ | 1,865                   | 
|Office equipment        |   | 60,611               |  |   | 13,319                  | 
|Furniture and fixtures  |   | 9,594                |  |   | 2,033                   | 
|Vehicles                |   | 66,988               |  |   | 17,667                  | 
|Total                   | $ | 142,213              |  | $ | 34,884                  | 

NOTE 5  INCOME TAXES

Income taxes are provided based upon the liability method
  of accounting pursuant to Statement of Financial Accounting Standards No. 109,
  Accounting for Income Taxes. Under this approach, deferred income
  taxes are recorded to reflect the tax consequences in future years of differences
  between the tax basis of assets and liabilities and their financial reporting
  amounts at each year-end. A valuation allowance is recorded against deferred
  tax assets if management does not believe the Company has met the more
  likely than not standard imposed by SFAS No. 109 to allow recognition
  of such an asset.

6

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                               

At March 31, 2004, the Company had net deferred tax assets
  calculated at an expected rate of 34% of approximately $2,200,000 principally
  arising from net operating loss carryforwards for income tax purposes. As management
  of the Company cannot determine that it is more likely than not that the Company
  will realize the benefit of the net deferred tax asset, a valuation allowance
  has been established.

The significant components of the deferred tax asset were
  as follows:

|                                     |   | March 31,  |   |   | December 31, |  
|------------------------------------ | - | ---------- | - | - | ------------ | -
|                                     |   | 2004       |   |   | 2003         |  
|Net operating loss carryforward      | $ | 6,600,000  |   | $ | 6,300,000    |  
|Fair market value of warrants issued | $ | 50,000     |   | $ | 384,236      |  
|Deferred tax asset                   | $ | 2,264,777  |   | $ | 2,100,000    |  
|Deferred tax liability               |   | 9,938      |   |   | -            |  
|Net deferred tax asset               | $ | 2,254,839  |   | $ | 2,100,000    |  
|Valuation allowance                  | $ | (2,200,000 | ) | $ | (2,100,000   | )
|Net deferred tax asset               | $ | 54,839     |   | $ | -            |  

At March 31, 2004, the Company has net operating loss carryforwards
  of approximately $6,600,000, which expire in the years 2015 through 2023. The
  Company recognized approximately $50,000 of losses from issuance of warrants
  for services and expenses in fiscal 2004, which are not deductible for tax purposes
  and are not included in the above calculation of deferred tax assets. The change
  in the allowance account from December 31, 2003 to March 31, 2004 was $100,000.

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.

F-7

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                               

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.

NOTE 7  NOTES RECEIVABLE

The Company loaned Flowstar and Flowray a total of $1,645,017,
  which is secured by all tangible and intangible assets of Flowstar and Flowray.
  The promissory notes accrue interest starting six months from the date the funds
  were advanced at the rate of 5% per annum. Interest is payable quarterly commencing
  September 30, 2004. These notes are due at various dates through 2008 and 2009.
  These notes have been eliminated in the March 31, 2004 financial statements
  as an inter-company account.

NOTE 8  ACQUISITION

Acquisition of Flowstar and Flowray 
  On March 31, 2004, Wescorp, through its Alberta subsidiary 1049265 Alberta Ltd.
  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.

F-8

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                               

The assets and liabilities acquired were as follows as of March 31, 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.

NOTE 9  SUBSEQUENT EVENTS

Common Stock Issued 
  Subsequent to the date of the financial statements, the Company issued a total
  of 1,910,000 shares of common stock for services rendered.

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.

F-9

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 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.

Subsequent to the date of the financial statements, 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.

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. 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. These shares
  have not yet been accepted for that purpose and no settlement of the share delivery
  provisions of the Vasjar acquisition has been effected, nor have the shares
  of Vasjar, which were to be transferred and delivered upon delivery of the Wescorp
  shares, been delivered to Wescorp. Resolution of this issue is as yet undetermined.

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 255,000 shares of common stock of Ellycrack
  AS, a privately held company in Norway, 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 agreed to purchase an additional
  400,000 shares of Ellycrack in exchange for 300,000 shares of common stock of
  the Company.

F-10

---

|WESCORP ENERGY INC.
      (formerly CTI Diversified Holdings, Inc.)
      (A Development Stage Enterprise) CONDENSED NOTES TO THE CONSOLIDATED
      FINANCIAL STATEMENTS 
      March 31, 2004
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                               

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-11

---

|                                                                |   |                |   |   |               |  |   |                   |   |   |              |   |   |   |            |  
|--------------------------------------------------------------- | - | -------------- | - | - | ------------- |  | - | ----------------- | - | - | ------------ | - | - | - | ---------- | -
|                                                                |   | 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. 
  PF- 1

---

|                                                    |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|--------------------------------------------------- | - | -------------- | - | - | ------------- | - | - | ----------------- | - | - | ------------ | - | - | - | ---------- | -
|                                                    |   | 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    |  
|                                                    |   |                |   |   |               |   |   |                   |   |   |              |   |   |   |            |  
|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. 
  PF-2

---

|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|--------------------------------------------------- | - | -------------- | - | - | ------------ | - | - | ----------------- | - | - | ------------ | --------- | - | ----------- | -
|                                                    |   | Wescorp Energy |   |   |              |   |   | Flowstar          |   |   |              |           |   |             |  
|                                                    |   | Inc.           |   |   | Flowray Inc. |   |   | Technologies Inc. |   |   |              |           |   |             |  
|                                                    |   | Three Months   |   |   | Three Months |   |   | Three Months      |   |   |              |           |   |             |  
|                                                    |   | ended          |   |   | ended        |   |   | ended             |   |   |              |           |   | Proforma    |  
|                                                    |   | March 31,      |   |   | March 31,    |   |   | March 31,         |   |   |              |           |   | Combined    |  
|                                                    |   | 2004           |   |   | 2004         |   |   | 2004              |   |   | Eliminations |           |   | Total       |  
|                                                    |   | (unaudited)    |   |   | (unaudited)  |   |   | (unaudited)       |   |   | (Unaudited)  |           |   | (Unaudited) |  
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Revenue                                             |   | -              |   |   | -            |   |   | 469,589           |   |   | (75,626      | ) d       |   | 393,963     |  
|Cost
      of Revenue                               |   | -              |   |   | -            |   |   | 356,899           |   |   | (95,953      | )
      d |   | 260,946     |  
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Gross
      Profit                                  |   | -              |   |   | -            |   |   | 112,690           |   |   | 20,327       |           |   | 133,017     |  
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Operating Expenses                                  |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Advertising and promotions                          |   | 54,413         |   |   | -            |   |   | 110,777           |   |   | -            |           |   | 165,190     |  
|Administrative wages
      and benefits             |   | 41,303         |   |   | -            |   |   | 92,242            |   |   | -            |           |   | 133,545     |  
|Depreciation and amortization                       |   | -              |   |   | -            |   |   | 5,728             |   |   | -            |           |   | 5,728       |  
|Professional fees                                   |   | 48,397         |   |   | 776          |   |   | 6,844             |   |   | -            |           |   | 56,017      |  
|Rent                                                |   | -              |   |   | -            |   |   | 7,940             |   |   | -            |           |   | 7,940       |  
|Travel and entertainment                            |   | 2,258          |   |   | -            |   |   | 10,014            |   |   | -            |           |   | 12,272      |  
|General and administrative                          |   | -              |   |   | 17,660       |   |   | 47,391            |   |   | (27,494      | ) d       |   | 37,557      |  
|Consulting                                          |   | 198,684        |   |   | -            |   |   | -                 |   |   | -            |           |   | 198,684     |  
|Total
      Operating Expenses                      |   | 345,055        |   |   | 18,436       |   |   | 280,936           |   |   | (27,494      | )         |   | 616,933     |  
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Operating
      Loss                                |   | (345,055       | ) |   | (18,436      | ) |   | (168,246          | ) |   | 47,821       |           |   | (483,916    | )
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Other Income (Expenses)                             |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Interest and other income                           |   | -              |   |   | 84           |   |   | -                 |   |   | -            |           |   | 84          |  
|Interest,
      shareholders and related parties    |   | (63,741        | ) |   | -            |   |   | -                 |   |   | -            |           |   | (63,741     | )
|Total
      Other Income (Expenses)                 |   | (63,741        | ) |   | 84           |   |   | -                 |   |   | -            |           |   | (63,657     | )
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Net
      Loss Before Taxes                         |   | (408,796       | ) |   | (18,352      | ) |   | (168,246          | ) |   | 47,821       |           |   | (547,573    | )
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Income
      Tax                                    |   | -              |   |   | -            |   |   | -                 |   |   | -            |           |   | -           |  
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Net
      Loss                                      |   | (408,796       | ) |   | (18,352      | ) |   | (168,246          | ) |   | 47,821       |           |   | (547,573    | )
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Other
      Comprehensive Income                    |   | 7,691          |   |   | -            |   |   | -                 |   |   | -            |           |   | 7,691       |  
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Comprehensive
      Loss                            | $ | (401,105       | ) | $ | (18,352      | ) | $ | (168,246          | ) | $ | 47,821       |           | $ | (539,882    | )
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Net
      Loss Per Share                            | $ | (0.02          | ) | $ | (91.76       | ) | $ | (841.23           | ) |   |              |           | $ | (0.02       | )
|                                                    |   |                |   |   |              |   |   |                   |   |   |              |           |   |             |  
|Weighted
      Average Number of Shares Outstanding |   | 26,318,167     |   |   | 200          |   |   | 200               |   |   |              |           |   | 26,318,167  |  

See accompanying notes to proforma financial statements. 
  PF-3

---

WESCORP INC.

NOTES TO PROFORMA FINANCIAL STATEMENTS

On March 31, 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 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 and the three months ended March
  31, 2004. The Wescorp proforma statements of operations are presented for the
  twelve months ended December 31, 2003 and the three months ended March 31, 2004.
  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.

PF-4

---

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

In late 2002, it appeared to Management that the capital markets
  were no longer receptive to emerging high technology companies; thereafter we
  began to prepare a new business plan to better position our Company to take
  advantage of what Management believed were positive trends in the oil and gas
  industry.

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 implement the new business plan, we believed it was important
  to revise our capital structure. During 2003, we were successful in converting
  $1,054,873 of outstanding debt to equity, and acquired approximately $2.53 million
  in new working capital through an unsecured loan of approximately $1.4 million
  and new equity financing totaling $1,135,042. To date in 2004, the Company has
  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.

We had no revenue from operations for the first quarter of
  2004. Flowray Inc. ("Flowray") and Flowstar Technologies Inc. ("Flowstar") (see
  Acquisition of Flowstar and Flowray, below) became wholly owned
  subsidiaries as at the close of business on March 31, 2004. As such, we will
  show revenue in the second quarter of 2004. However, Wescorp will show on its
  balance sheet the operating assets, as well as corresponding operating trade
  liabilities for Flowstar and Flowray; Vasjar related assets, liabilities and
  operations, as well as any consolidating entries associated therewith will be
  reflected at such time as that acquisition is effected. We also own an investment
  in Ellycrack and a deposit on the purchase of shares in Synenco. Although we
  are optimistic, there can be no assurance that we will generate significantly
  higher operating revenues in the future, or that we will be able to operate
  profitably in the future. We have incurred significant net losses in each fiscal
  year since inception of our operations.

In order to continue with our revised business plan, we will
  require additional equity or debt funding within approximately six months if
  we do not complete any further acquisitions, and we may require funding sooner
  if we identify and complete an acquisition or investment. There can be no assurance
  we will be successful in obtaining additional financing on favorable terms,
  if at all. As a result of a private placement that was closed in this quarter,
  we now have limited funds to maintain our own ongoing expenses. We have used
  some of these funds to reduce current trade and operating liabilities that had
  been carried forward from the end of 2003 and that have been incurred so far
  this year. Even with this infusion of new capital, the Company will require
  additional funding (equity or debt) to finance our revised business plan and
  possibly our current operations in the future. See Plan of Operation for
  the Next Twelve Months herein for particulars of the Companys funding
  needs.

To the end of 2003, our quarterly operations experienced consistently
  negative cash flows. Management is anticipating that the Flowstar operations
  will generate sales and result in positive quarterly operating cash flows commencing
  before the end of the 2004 calendar year. If this does not happen, however,
  we will likely be required to place additional securities in new financings
  to make up for such negative cash flow. Such transactions may have a negative
  or depressing effect on the trading prices for our publicly traded common stock.

Rapid growth 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. | Improve, upgrade and expand our business infrastructure                                                
| | -- | -------------------------------------------------------------------------------------------------------
| |    |                                                                                                        
| | 2. | Hire, train and retain key management for our company and
      ensure any target company does the same

3

---

| | 3. | Advance the commercialization development
        programs for target companies so they become cash flow positive as soon
        as is practically possible
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                             
| | 4. | Maintain adequate financial resources                                                                                                                       

Our Company's future opportunities for success greatly depends
  on the continued employment of and performance by senior management, including
  the successful hiring of a permanent Chief Executive Officer experienced in
  the oil and gas industry, and any applicable 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,
  if we are unable to hire an experienced President and CEO, or if we or potential
  targets are unable to hire and train a sufficient number of qualified management,
  professional, technical and regulatory personnel.

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, 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 $0.73 US Dollars. This is the
  approximate exchange rate as of April 30, 2004. Transactions recorded in the
  financial statements are shown at the average exchange rate (according to the
  Bank of Canada) for the month incurred.

A.1 Acquisition of Flowstar and Flowray

On March 31, 2004, Wescorp 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. During the first quarter of the 2004 year, Flowstar sold
  65 units for use 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, and plans
  to participate in the Global Petroleum Show in Calgary, Alberta in June 2004.Management
  is optimistic about the future prospects for Flowstar and Flowray. Sales for
  the company are anticipated to increase over the course of the year. 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.

A.2 Proposed Acquisition of Vasjar

In connection with the completed acquisition of Flowstar and
  Flowray, Wescorp has also agreed to acquire 100% of the outstanding shares of
  Vasjar Trading Ltd. (Vasjar), a British Virgin Islands corporation.
  Vasjar in turn owns all the outstanding shares of 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.

On April 29, 2004, we tendered and delivered to each of the
  shareholders of Vasjar 1,200,000 restricted shares of common stock, for a total
  of 2,400,000 shares, as a proposed 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. The shares were tendered
  under Regulation S. The shares have not been accepted for that purpose and no
  settlement of the share delivery provisions of the Vasjar acquisition has been
  effected, nor have the shares of Vasjar, which were to be transferred and delivered
  upon delivery of the Wescorp shares, been delivered to Wescorp. Resolution of
  this issue is as yet undetermined. These issues are under discussion between
  Management and Vasjar principals. Although we will seek to complete the acquisition
  of Vasjar in June 2004; the transfer of the Vasjar shares (and thus actual ownership
  of and consolidation with Wescorp) may be delayed until these issues are resolved.

4

---

When the acquisition of Vasjar is concluded, Wescorp will
  own 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. As a result of the proposed Vasjar acquisition, Wescorp
  will 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 is to be amended so that Flowstar will retain the
  rights to manufacture, market and sell the DCR 900 system only in Canada. The
  timing and execution of these plans will depend on the resolution of issues
  related to the registrations rights applicable to Wescorp shares delivered and
  to be delivered to the Vasjar shareholders, or an acceptable interim license
  arrangement.

B. Proposed Acquisition of Licenses from and Shares of
  Ellycrack AS

Ellycrack AS (Ellycrack), of Florø, Norway,
  has granted Wescorp options to acquire three separate exclusive territorial
  licenses in Canada, the United States and Mexico to make, use, copy, develop
  and exploit Ellycracks technology and intellectual property and to design,
  manufacture, market and sell products or systems derived from or utilizing Ellycracks
  technology or sublicense others to do the same in each territory. 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.

Subject to obtaining funding and satisfactory testing of Ellycracks
  technology, Wescorp intends to exercise the option to acquire a license for
  all three territories on or before June 1, 2005, failing which the option will
  expire. The term of each license will be 20 years from the date of execution
  of the formal license agreement and/or the lead time of granted or new patents
  related to the technology, with a ten year renewal provision. Upon execution
  of a formal license agreement, Wescorp will be required to pay Ellycrack a one-time
  non-refundable license fee of $750,000 for territorial license. Wescorp will
  also pay Ellycrack a royalty equal to 6% of Wescorps sales of products
  or systems derived from or utilizing the technology in the applicable territory,
  payable within 90 days of Wescorps financial year end.

Wescorp has purchased from treasury an aggregate 255,000 shares
  of Ellycrack representing 5.71% of Ellycrack's outstanding shares, in consideration
  of $119,000 paid by Wescorp. Wescorp has also agreed to purchase an additional
  400,000 treasury shares of Ellycrack in exchange for 300,000 shares of common
  stock of Wescorp to be issued to Ellycrack in May 2004, which would increase
  Wescorps equity interest to 13.15% of Ellycrack. Olav Ellingsen, a principal
  of Ellycrack, has granted to the Company an option to purchase additional shares
  of common stock of Ellycrack owned by Mr. Ellingsen to increase Wescorps
  ownership to up to 25% of the outstanding common voting shares of Ellycrack
  on a fully diluted basis.

C. Proposed Acquisition of Shares of Synenco

On June 9, 2003 the Company 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 the Company has paid $350,463 (CAD$479,000),
  which has been recorded as an investment. On April 23, 2004, the Company set
  aside 600,000 shares of common stock for delivery to PGN as partial consideration
  of the proposed acquisition. On May 6, 2004, the Company 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, but
  the parties are negotiating an extension of the term of exercise of the option
  and the terms and conditions of purchase of additional shares of Synenco.

Plan of Operation Overview

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
  filed on April 13, 2004.

We have 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

---

Plan of Operation for the Next Twelve Months

Our 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 profitable 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 or liquidate assets.
  We will continue to evaluate our projected expenditures relative to its available
  cash and to seek additional means of financing in order to satisfy its working
  capital and other cash requirements.

Our plan over the next several months is to integrate the
  Flowstar and Flowray operations into Wescorp. In this upcoming second quarter,
  we will also seek to complete the acquisition of Vasjar and its subsidiary companies,
  as outlined above. We will also be negotiating the completion of the purchase
  of the Synenco shares, also as noted earlier. If we complete these transactions,
  and finance the integration of the new operations, our company will require
  additional cash of approximately $5,414,500 over the next twelve months. Cash
  requirements are scheduled as follows:

$2,884,500 by June 30, 2004  consisting of $2,464,537 to be paid
      to PGN for the possible purchase of Synenco shares (if Wescorp can successfully
      renegotiate the contract), $150,000 for estimated research and development
      expenses for Ellycrack, and $270,000 in forecasted cash flow requirements
      for Flowstar/Flowray operations.
    $180,000 in forecasted cash flow requirements for Flowstar/Flowray operations
      in the third quarter of 2004.
    $90,000 in forecasted cash flow requirements for Flowstar/Flowray operations
      in the fourth quarter of 2004.
    $10,000 in forecasted cash flow requirements for Flowstar/Flowray operations
      in the first quarter of 2005.
    $2,250,000 to be paid to Ellycrack in the second quarter of 2005 for the
      licensing rights for Canada, the US and Mexico at $750,000 per country.


Additionally, with our recent private placement, we are now
  currently experiencing a working capital surplus. However, we have no remaining
  credit under the loan from AHC Holdings Ltd. (See our Amended Form 10-KSB, Part
  II, Item 2), and have no other readily available sources of working capital
  financing.

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. There can be no assurance that the past trend will continue, which would
  significantly affect the financial condition of our Company and our ability
  to close the Vasjar, Ellycrack and Synenco transactions.

Cash on hand is currently our only source of liquidity. 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.

After a year of test marketing, Flowstar has opted not to
  use the Direct Marketing System, but is instead building up a Distributor, Manufacturers
  Representative, and Service Technician Network. Flowstar has recently signed
  an agreement with one Canadian distributor and is actively negotiating with
  other Canadian and US groups.

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 Flowstar and Flowray over and above
  what has already been budgeted. However, we are forecasting that some research
  will done by Wescorp in concert with Ellycrack in terms of the commercialization
  of the Ellycrack technology for North America. The exact amount of this R &
  D is difficult to determine at this time, as it will depend on the laboratory
  results (to be conducted by an independent engineering firm) of some testing
  expected to be available in mid-June 2004. However, we have budgeted approximately
  $150,000 for this R & D. Wescorps current corporate employee count
  is expected to remain the same for the next 12 months. There may be some staffing
  changes/increases in Flowstar and Flowray 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 targeted operating business we may acquire, including that
  of Flowstar and Flowray, and Vasjar. Ellycrack and Synenco are operating companies
  in their own right, and our minority equity interests in them will not give
  rise to any cash requirements for employment or R & D.

Financing

On December 17, 2003, we completed the private placement of
  2,783,494 units at the price of $0.30 per unit for total proceeds of $835,048.
  On January 27, 2004, we completed the balance of the private placement by issuing
  the final 50,000 units at the price of

6

---

$0.30 per unit for total proceeds of $15,000. Each unit consisted
  of one share of common stock and one share purchase warrant. Each warrant entitles
  the holder to purchase one additional share of our common stock at a price of
  $0.35 at any time until the close of business on December 17, 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.

On March 15, 2004, the Company 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, the Company 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 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 funds obtained from the two private placements at $0.50
  per unit were used to pay the following:

operating expenses of Flowstar (approximately $402,000)
    repayment of loan advances by AHC Holdings Ltd. ($150,000)
    subscription funds for Ellycrack shares ($50,000)
    salaries and expenses (approximately $68,260) and severance ($65,000)
    legal (approximately $37,000) and audit (approximately $51,000)
    SEC filings and other public disclosure costs (approximately $4,700)
    printing of marketing materials ($36,500)
    taxes and other trade payables (approximately $10,000),


leaving a balance of approximately $730,000 as at May 6, 2004
  to be used for general working capital.

Results from Operations  2004 Compared to 2003

We incurred a net operating loss for the first quarter ended
  March 31, 2004 of $416,487 compared to a net loss of $128,936for the
  comparable period in 2003. This loss includes general and administrative costs
  totaling$345,055 compared to $130,109 for the three months ended March
  31, 2003.

The Companys remaining operating costs for the period
  consisted primarily of legal and accounting fees (relating to the acquisition
  of Flowstar and Flowray, the investment in Ellycrack, the preparation of the
  Companys 10-KSB , 10-QSB and 8-K reports), the above noted consulting
  fees, wages and investor relations costs.

The Company had a loss from other items of $63,741 for the
  first quarter of 2004 compared to income of $1,173 for same period in 2003.
  The loss from other items for the first three months of 2004 consisted solely
  of interest charges on debt. Income from the comparable 2003 period came from
  interest earned on promissory notes.

Liquidity and Capital Resources  2004 Compared to
  2003

Since inception to the beginning of this quarter, we have
  been dependent on investment capital and debt financing from our shareholders
  as our primary source of liquidity. To December 31, 2003, we had not generated
  any revenue or income from our operations. We had an accumulated deficit at
  December 31, 2003 of $6,776,667. We suffered an operating loss for the first
  quarter of 2004, which increased our deficit to $7,207,821.

During the first quarter of 2004, our cash position increased
  to $1,054,419 from $113,886. We had cash used in operations of $338,646 in the
  first three months of fiscal 2004 compared to a deficit of $96,941 in the same
  period of fiscal 2003. We also had a net receipt of cash of $61,878 from investing
  activities in the first quarter of 2004, which consisted of cash balances received
  of $111,878 in Flowstar and Flowray on the purchase of their shares, net of
  the purchase of $50,000 in shares of Ellycrack (as noted in the Financing
  section above). The net cash used in operating and investing activities was
  financed by $1,218,535 from financing activities, resulting in a net increase
  in our cash position for the period of $941,767. The cash flow from financing

7

---

activities is primarily a result of the issuance of some common
  stock shares (see Part II, Item 2).

During the first three months of this year we did not issue
  any stock in settlement of notes payable.

The Company had $2,026,044 in total liabilities at March 31,
  2004 compared to $1,936,412 at the end of March 2003. The increase is a result
  of increased trade accounts payable for operations. There was a repayment of
  $150,000 on the note payable from a related party (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.

ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management,
  including our principal executive officer and principal financial officer, we
  have evaluated the effectiveness of the design and operation of our disclosure
  controls and procedures within 90 days of the filing date of this quarterly
  report, and, based on their evaluation, our principal executive officer and
  principal financial officer have concluded that these controls and procedures
  are effective. There were no significant changes in our internal controls or
  in other factors that could significantly affect these controls subsequent to
  the date of their evaluation.

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

Not applicable.

ITEM 2. CHANGES IN SECURITIES

On December 17, 2003, we completed the private placement of
  2,783,494 units at the price of $0.30 per unit for total proceeds of $835,048.
  On January 27, 2004, we completed the balance of the private placement by issuing
  the final 50,000 units at the price of $0.30 per unit for total proceeds of
  $15,000. Each unit consisted of one share of common stock and one share purchase
  warrant. Each warrant entitles the holder to purchase one additional share of
  our common stock at a price of $0.35 at any time until the close of business
  on December 17, 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.

On March 15, 2004, the Company 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, the Company 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 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

In consideration of the services of an individual in introducing
  investors to the Company who subscribed for units in the $0.50 private placement,
  the Company issued to him 230,000 shares of common stock at a deemed price of
  $0.50 per share. These shares were issued to a non-U.S. person outside the United
  States in reliance upon an exemption from registration under Regulation S of
  the Securities Act of 1933, as amended.

William B. Cooper and Jack Huber (collectively, the Finders)
  introduced to Wescorp the potential acquisition of 1,000,000 shares of Synenco
  and 51% of the outstanding shares of Flowstar and Flowray. Wescorp had agreed
  to issue to each of the Finders 500,000 shares of common stock in consideration
  of the introductions to the acquisitions on the original terms and conditions
  thereof. The

8

---

Finders further assisted the Company in completing the acquisition
  of 100%, rather than only 51%, of the outstanding shares of the Flowstar and
  Flowray, and in securing agreements to purchase all the outstanding shares of
  Vasjar. In consideration thereof, the Company agreed to issue additional shares
  to the Finders as a bonus. On April 23, 2004, the Company issued to each of
  the Finders or their corporations 750,000 shares of common stock, for a total
  of 1,500,000 shares, in consideration of the services of the Finders. 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.

In connection with the completed acquisition of Flowstar and
  Flowray, Wescorp has also agreed to acquire 100% of the outstanding shares of
  Vasjar. See Proposed Acquisition of Vasjar in Item 2 herein. 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 provisions were
  described in our Form 10-KSB/A for the year ended December 31, 2003. The shares
  have not been accepted for that purpose and no settlement of the share delivery
  provisions of the Vasjar acquisition has been effected, nor have the shares
  of Vasjar, which were to be transferred and delivered upon delivery of the Wescorp
  shares, been delivered to Wescorp. Resolution of this issue is as yet undetermined.
  These shares were tendered 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.

On April 23, 2004, the Company set aside 600,000 shares of
  common stock at a deemed price of $0.30 per share for delivery to PGN as partial
  consideration of the proposed acquisition of Synenco shares. On May 6, 2004,
  the Company 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. These shares were issued to a non-U.S. person outside the United
  States in reliance upon an exemption from registration under Regulation S of
  the Securities Act of 1933, as amended.

See Item 2, Status of Actual and Proposed Acquisitions 
  Proposed Acquisition of Shares of Synenco.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

We did not hold a stockholders meeting in 2003 or in the first
  quarter of 2004. However, we submitted a resolution to the shareholders of record
  on November 14, 2003 for their approval. On December 9, 2003, the Company filed
  a Definitive Proxy Statement with the U.S. Securities and Exchange Commission
  with respect to a proposed approval by Shareholders Consent of an Amended
  and Restated Certificate of Incorporation; such approval had already been made
  by the Board of Directors. Such an approval requires an absolute majority of
  the shares issued and outstanding and the consent becomes effective upon the
  requisite consents being received in accordance with Delaware law (no Meeting
  is held). The Amended and Restated Certificate, after such consent is obtained,
  becomes effective upon filing with the State of Delaware. The Amended and Restated
  Certificate was filed and became effective on February 17, 2004. The Restated
  Certificate changed the Corporate name from CTI Diversified Holdings,
  Inc. to Wescorp Energy Inc. (the new name was assumed and
  began to be used in Company communications on December 22, 2003). The Restated
  Certificate also authorized the issuance of up to 250,000,000 common shares,
  and up to 50,000,000 preferred shares; preferred shares rights and powers may
  be designated by Board Resolution without shareholder action or approval. There
  are also several other significant provisions added or changed from the original
  Certificate, as more fully set forth in said Definitive Proxy Statement and
  which should all be reviewed carefully for an understanding of the effect thereof.

The consent action required an absolute majority of the outstanding
  common shares to approve the action. That majority had been received before
  the consent action was filed and became effective. Some consents were received
  after the Amendments were filed. As of February 17, 2004, the effective date,
  there were: 11,957,976 shares voted for, 2,500 shares voted against, and no
  abstentions or withheld votes.

ITEM 5. OTHER INFORMATION

On March 31, 2004, Wescorp completed the acquisition of 100%
  of the outstanding shares of Flowstar and Flowray in consideration of cash payments
  to the selling shareholders totaling $401,500 (CDN$550,000). The acquisition
  was made effective as of March 31, 2004. See Acquisition of Flowstar and
  Flowray in Item 2 herein. We submitted a matter to the vote of the shareholders
  that culminated in the quarter. See the first paragraph of Item 4, Submission
  of Matters to a Vote of Security Holders.

Subsequent to the period of this Report the Company engaged
  in various transactions which were reported on Form 8-K. Please see the Form
  8-Ks listed below under Item 6, which may be reviewed in their entirety
  on the SEC EDGAR site, or a copy of which may be onbtained from the Company.

9

---

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.

|ExhibitNumber | 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.                                                                                                                                                                                                                                                        
|              |                                                                                                                                                                                                                                                                                                                                                                                     
|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 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 Abuelo
        Trust. (Incorporated by reference to Form 8-K/A filed on May 12, 2004).                                                                                                                                                                                                        
|              |                                                                                                                                                                                                                                                                                                                                                                                     
|2.1.15*       | Letter
        of Intent dated February 10, 2004 between the Company and Ellycrack AS
        regarding options to acquire three licences in Canada, the United States
        and Mexico (Incorporated by reference to Form 8-K filed on April 8, 2004).                                                                                                                           
|              |                                                                                                                                                                                                                                                                                                                                                                                     
|2.1.16*       | 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).                                                                                                                           

10

---

|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, CPA'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 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 tender 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.

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 20th day of May, 2004.

|                     |  | WESCORP ENERGY INC.                                 
|-------------------- |  | ----------------------------------------------------
|                     |  |                                                     
|Date:   May 20, 2004 |  | By: /s/ John Anderson                               
|                     |  | John Anderson, Chief Executive Officer and Director 
|                     |  |                                                     
|                     |  | By: /s/ Terry Mereniuk                              
|                     |  | Terry Mereniuk, Chief Financial Officer and Director

11

---