---

As filed with the Securities and Exchange Commission on January
  2, 2004

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSBAmendment No. 1

(Mark One)

x QUARTERLY REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the quarter ended September 30, 2003

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) 644-6638
  (Registrants telephone number, including area code)

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

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

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

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 December 09, 2003: 22,817,121.

Authorized share capital of the registrant: 50,000,000 common
  shares , par value of $0.0001

The Company recorded $nil revenue for the quarter ended September
  30, 2003.

---

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 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.

CURRENCIES

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

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

Index

Balance Sheet at September 30, 2003 and December 31, 2002

Statements of Operations and Deficit for the nine months
  ended September 30, 2003 and 2002

Statement of Stockholders' Deficiency

Statement of Cash Flows for the nine months ended September
  30, 2003 and 2002

Condensed Notes to the Financial Statements

---

CTI DIVERSIFIED HOLDINGS, INC(formerly Unique Bagel Co. , Inc.)
  (A Development Stage Enterprise)BALANCE SHEETS

|                                                               |   | September 30, |   |   | December 31, |  
|-------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                               |   | 2003          |   |   | 2002         |  
|                                                               |   | (Unaudited)   |   |   | Restated     |  
|ASSETS                                                         |   |               |   |   |              |  
|CURRENT ASSETS                                                 |   |               |   |   |              |  
|Cash and equivalents                                           | $ | 14,777        |   | $ | 1,422        |  
|Cash trust accounts                                            |   | 40,686        |   |   | -            |  
|Note receivable, current                                       |   | 332,426       |   |   | -            |  
|GST tax receivable                                             |   | 14,774        |   |   | -            |  
|TOTAL CURRENT ASSETS                                           |   | 402,663       |   |   | 1,422        |  
|                                                               |   |               |   |   |              |  
|OTHER CURRENT ASSETS                                           |   |               |   |   |              |  
|Notes receivable                                               |   | 997,279       |   |   | -            |  
|Deposit on Syneco Energy Inc. share
      purchase             |   | 275,603       |   |   | -            |  
|Property, plant and equipment                                  |   | -             |   |   | 7,193        |  
|TOTAL OTHER CURRENT
      ASSETS                               |   | 1,272,882     |   |   | 7,193        |  
|                                                               |   |               |   |   |              |  
|TOTAL ASSETS                                                   | $ | 1,675,545     |   | $ | 8,615        |  
|                                                               |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 |   |               |   |   |              |  
|CURRENT LIABILITIES                                            |   |               |   |   |              |  
|Accounts payable and accrued liabilities                       | $ | 172,115       |   | $ | 173,991      |  
|Notes payable                                                  |   | -             |   |   | 30,541       |  
|Due to shareholders                                            |   | 178,167       |   |   | 204,347      |  
|TOTAL CURRENT LIABILITIES                                      |   | 350,282       |   |   | 408,879      |  
|                                                               |   |               |   |   |              |  
|LONG TERM LIABILITIES                                          |   |               |   |   |              |  
|Note payable, related party, net
      of unamortized discount |   | 1,453,693     |   |   | -            |  
|TOTAL LONG TERM
      LIABILITIES                              |   | 1,453,693     |   |   | -            |  
|                                                               |   |               |   |   |              |  
|Net liabilities of discontinued operations                     |   | -             |   |   | 700,000      |  
|                                                               |   |               |   |   |              |  
|COMMITMENTS AND CONTINGENCIES                                  |   | -             |   |   | -            |  
|                                                               |   |               |   |   |              |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                 |   |               |   |   |              |  
|Common stock, 50,000,000 shares authorized,
      $ 0.0001     |   |               |   |   |              |  
|par value; 22,817,121
      and 21,644,766 shares              |   |               |   |   |              |  
|issued and outstanding,
      respectively                     |   | 2,283         |   |   | 2,165        |  
|Additional paid-in capital                                     |   | 5,877,947     |   |   | 5,414,303    |  
|Accumulated other comprehensive income
      (loss)            |   | 59,650        |   |   | 22,359       |  
|Accumulated deficit during development
      stage             |   | (6,068,309    | ) |   | (6,539,091   | )
|TOTAL STOCKHOLDERS'
      EQUITY (DEFICIT)                     |   | (128,430      | ) |   | (1,100,264   | )
|                                                               |   |               |   |   |              |  
|TOTAL LIABILITIES AND                                          |   |               |   |   |              |  
|STOCKHOLDERS'
      EQUITY (DEFICIT)                           | $ | 1,675,545     |   | $ | 8,615        |  

See the accompanying condensed notes

2

---

CTI DIVERSIFIED HOLDINGS, INC(formerly Unique Bagel Co. , Inc.)
  (A Development Stage Enterprise)
  STATEMENTS OF OPERATIONS

|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   | From            |  
|------------------------------------------------- | ------------------ | ---------- | ----------------- | - | ---------- | -------------- | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   | August 31, 1998 |  
|                                                  | Three Months Ended |            | Nine Months Ended |   |            | (Inception) to |  
|                                                  | September 30,      |            | September 30,     |   |            | September 30,  |  
|                                                  |                    | 2003       |                   |   | 2002       |                |   | 2003       |   |   | 2002       |   |   | 2003            |  
|                                                  |                    |            |                   |   | Restated   |                |   |            |   |   | Resatated  |   |   | Restated        |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|REVENUES                                          | $                  | -          |                   | $ | -          |                | $ | -          |   | $ | -          |   | $ | -               |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|COST OF GOODS SOLD                                |                    | -          |                   |   | -          |                |   | -          |   |   | -          |   |   | -               |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|GROSS PROFIT                                      |                    | -          |                   |   | -          |                |   | -          |   |   | -          |   |   | -               |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|EXPENSES                                          |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|Advertising and investor relations                |                    | 19,673     |                   |   | 28,395     |                |   | 72,879     |   |   | 84,232     |   |   | 240,099         |  
|Consulting                                        |                    | 39,329     |                   |   | 752        |                |   | 95,688     |   |   | 97,243     |   |   | 403,085         |  
|Depreciation                                      |                    | 54         |                   |   | 1,738      |                |   | 1,023      |   |   | 7,940      |   |   | 24,006          |  
|Amortization of deferred charges                  |                    | 75         |                   |   | -          |                |   | 2,601      |   |   | -          |   |   | 2,601           |  
|Legal and accounting                              |                    | 36,397     |                   |   | 116,012    |                |   | 130,414    |   |   | 180,296    |   |   | 278,926         |  
|Office                                            |                    | 185        |                   |   | 13,560     |                |   | 13,119     |   |   | 75,492     |   |   | 145,646         |  
|Travel                                            |                    | 9,451      |                   |   | -          |                |   | 12,819     |   |   | -          |   |   | 156,960         |  
|Wages and benefits                                |                    | 583        |                   |   | 139,477    |                |   | 32,396     |   |   | 240,954    |   |   | 242,976         |  
|TOTAL OPERATING EXPENSES                          |                    | 105,747    |                   |   | 299,934    |                |   | 360,939    |   |   | 686,157    |   |   | 1,494,299       |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|LOSS FROM OPERATIONS                              |                    | (105,747   | )                 |   | (299,934   | )              |   | (360,939   | ) |   | (686,157   | ) |   | (1,494,299      | )
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|OTHER INCOME (EXPENSES)                           |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|Interest and bank charges                         |                    | (584       | )                 |   | (59,366    | )              |   | (15,817    | ) |   | (70,094    | ) |   | (82,896         | )
|Interest paid to shareholders and related parties |                    | (110,206   | )                 |   | (10,613    | )              |   | (206,267   | ) |   | (39,160    | ) |   | (364,276        | )
|Impairment of goodwill and intangibles            |                    | -          |                   |   | -          |                |   | -          |   |   | (934,197   | ) |   | (3,290,689      | )
|Impairment of investments                         |                    | -          |                   |   | -          |                |   | -          |   |   | -          |   |   | (560,850        | )
|Loss on disposition of assets                     |                    | (6,479     | )                 |   | -          |                |   | 3,306      |   |   | -          |   |   | (36,977         | )
|Interest and other income                         |                    | 6,941      |                   |   | 41,520     |                |   | 24,298     |   |   | (6,365     | ) |   | 43,040          |  
|Forgiveness of debt                               |                    | -          |                   |   | -          |                |   | -          |   |   | -          |   |   | 15,617          |  
|TOTAL OTHER INCOME (EXPENSES)                     |                    | (110,328   | )                 |   | (28,459    | )              |   | (194,480   | ) |   | (1,049,816 | ) |   | (4,277,031      | )
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|LOSS FROM CONTINUING OPERATIONS                   |                    | (216,075   | )                 |   | (328,393   | )              |   | (555,419   | ) |   | (1,735,973 | ) |   | (5,771,330      | )
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|GAIN (LOSS) FROM DISCONTINUED OPERATIONS, NET     |                    | 1,026,201  |                   |   | -          |                |   | 1,026,201  |   |   | -          |   |   | (296,979        | )
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|LOSS BEFORE INCOME TAXES                          |                    | 810,126    |                   |   | (328,393   | )              |   | 470,782    |   |   | (1,735,973 | ) |   | (6,068,309      | )
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|INCOME TAXES                                      |                    | -          |                   |   | -          |                |   | -          |   |   | -          |   |   | -               |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|NET LOSS                                          |                    | 847,417    |                   |   | (328,393   | )              | $ | 470,782    |   |   | (1,735,973 | ) |   | (6,008,659      | )
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|OTHER COMPREHENSIVE INCOME (LOSS)                 |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|Foreign currency translation gain (loss)          |                    | 37,291     |                   |   | -          |                |   | 37,291     |   |   | -          |   |   | 59,650          |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|COMPREHENSIVE GAIN (LOSS)                         | $                  | 884,708    |                   | $ | (328,393   | )              | $ | 508,073    |   | $ | (1,735,973 | ) | $ | (5,949,009      | )
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|NET LOSS PER COMMON SHARE                         |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|BASIC AND DILUTED                                 | $                  | 0.04       |                   | $ | (0.02      | )              | $ | 0.02       |   | $ | (0.09      | ) |   |                 |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|NET LOSS PER COMMON SHARE                         |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|BASIC AND DILUTED FROM DISCONTINUED OPERATIONS    | $                  | 0.05       |                   | $ | -          |                | $ | 0.05       |   | $ | -          |   |   |                 |  
|                                                  |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|WEIGHTED AVERAGE NUMBER                           |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|COMMON SHARES OUTSTANDING                         |                    |            |                   |   |            |                |   |            |   |   |            |   |   |                 |  
|BASIC AND DILUTED                                 |                    | 22,150,754 |                   |   | 18,397,050 |                |   | 20,457,767 |   |   | 18,790,009 |   |   |                 |  

See the accompanying condensed notes.

3

---

CTI DIVERSIFIED HOLDINGS, INC(formerly Unique Bagel Co. , Inc.)
  (A Development Stage Enterprise)STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                                                |              |   |   |        |   |   |                 |   |   | Deficit     |   |   |               |  |   |                  |  
|--------------------------------------------------------------- | ------------ | - | - | ------ | - | - | --------------- | - | - | ----------- | - | - | ------------- |  | - | ---------------- | -
|                                                                | Common Stock |   |   |        |   |   | Accumulated     |   |   | Accumulated |   |   |               | 
|                                                                |              |   |   |        |   |   |                 |   |   | During      |   |   | Other         |  |   | Total            |  
|                                                                | Number       |   |   |        |   |   | Additional      |   |   | Development |   |   | Comprehensive |  |   | Stockholders'    |  
|                                                                | of Shares    |   |   | Amount |   |   | Paid-in Capital |   |   | Stage       |   |   | Income (Loss) |  |   | Equity (Deficit) |  
|Shares issued to acquire 19% of New York Bagel Co., Inc.        |              |   |   |        |   |   |                 |   |   |             |   |   |               |  |   |                  |  
|and to pay organization costs of $125 on August 11,
      1998  |              |   |   |        |   |   |                 |   |   |             |   |   |               |  |   |                  |  
|valued at par value of $0.0001 per share                        | 5,000,000    |   | $ | 500    |   | $ | 5,591           |   | $ | -           |   | $ | -             |  | $ | 6,091            |  
|Issuance of common stock for $0.01 per share                    | 500,000      |   |   | 50     |   |   | 4,950           |   |   | -           |   |   | -             |  |   | 5,000            |  
|Balance December 31, 1998                                       | 5,500,000    |   |   | 550    |   |   | 10,541          |   |   | -           |   |   | -             |  |   | 11,091           |  
|Two for one stock split on March 31, 1999                       | 5,500,000    |   |   | 550    |   |   | (550            | ) |   | -           |   |   | -             |  |   | -                |  
|Net loss for year ended December 31, 1999                       | -            |   |   | -      |   |   | -               |   |   | (2,994      | ) |   | -             |  |   | (2,994           | )
|Balance December 31, 1999                                       | 11,000,000   |   |   | 1,100  |   |   | 9,991           |   |   | (2,994      | ) |   | -             |  |   | 8,097            |  
|Two for one stock split on March 17, 2000                       | 11,000,000   |   |   | 1,100  |   |   | (1,100          | ) |   | -           |   |   | -             |  |   | -                |  
|Cancellation of shares March 2000                               | (15,000,000  | ) |   | (1,500 | ) |   | 1,500           |   |   | -           |   |   | -             |  |   | -                |  
|Issuance of common stock in consideration of directors          | 20,000       |   |   | 2      |   |   | -               |   |   | -           |   |   | -             |  |   | 2                |  
|Stock dividend issued for 5.25 to one common stock share        | 29,835,000   |   |   | 2,983  |   |   | (2,983          | ) |   | -           |   |   | -             |  |   | -                |  
|Net loss for year ending, December 31, 2000                     | -            |   |   | -      |   |   | -               |   |   | (9,474      | ) |   | -             |  |   | (9,474           | )
|Balance, December 31, 2000                                      | 36,855,000   |   |   | 3,685  |   |   | 7,408           |   |   | (12,468     | ) |   | -             |  |   | (1,375           | )
|Issuance of common stock for legal services at $2.00 per share  | 5,000        |   |   | 1      |   |   | 9,999           |   |   | -           |   |   | -             |  |   | 10,000           |  
|Cancellation of shares                                          | (26,355,000  | ) |   | (2,635 | ) |   | 2,635           |   |   | -           |   |   | -             |  |   | -                |  
|Issuance of shares in exchange for 11,413.700 share of common   |              |   |   |        |   |   |                 |   |   |             |   |   |               |  |   | -                |  
|stock of Cobratech Industries                                   | 5,999,591    |   |   | 600    |   |   | 1,686,297       |   |   | -           |   |   | -             |  |   | 1,686,897        |  
|Conversion of promissory notes into common stock                | 1,304,153    |   |   | 130    |   |   | 2,006,792       |   |   | -           |   |   | -             |  |   | 2,006,922        |  
|Net loss for year ending, December 31, 2001                     | -            |   |   | -      |   |   | -               |   |   | (4,823,584  | ) |   | -             |  |   | (4,823,584       | )
|Balance, December 31, 2001                                      | 17,808,744   |   |   | 1,781  |   |   | 3,713,131       |   |   | (4,836,052  | ) |   | -             |  |   | (1,121,140       | )
|Common stock issued as debt settlement                          | 2,033,746    |   |   | 203    |   |   | 1,016,872       |   |   | -           |   |   | -             |  |   | 1,017,075        |  
|Common stock issued as debt settlement                          | 1,020,879    |   |   | 102    |   |   | 257,715         |   |   |             |   |   |               |  |   |                  |  
|Common stock issued in exchange for 7,160,000 common stock      |              |   |   |        |   |   |                 |   |   |             |   |   |               |  |   |                  |  
|shares of Sentry                                                | 500,000      |   |   | 50     |   |   | 109,950         |   |   | -           |   |   | -             |  |   | 110,000          |  
|Common stock issued for consulting services for $0.23 per share | 100,000      |   |   | 10     |   |   | 22,990          |   |   | -           |   |   | -             |  |   | 23,000           |  
|Common stock issued as the contingent consideration in          |              |   |   |        |   |   |                 |   |   |             |   |   |               |  |   | -                |  
|connection with Cobratech                                       | 181,397      |   |   | 19     |   |   | 48,591          |   |   | -           |   |   | -             |  |   | 48,610           |  
|Warrants issued as compensation                                 |              |   |   |        |   |   | 33,000          |   |   |             |   |   |               |  |   | 33,000           |  
|Forgiveness of debt, related party                              | -            |   |   | -      |   |   | 212,054         |   |   | -           |   |   | -             |  |   | 212,054          |  
|Foreign currency gain (loss)                                    | -            |   |   | -      |   |   | -               |   |   | -           |   |   | 22,359        |  |   | 22,359           |  
|Net loss for year ending December 31, 2002                      | -            |   |   | -      |   |   | -               |   |   | (1,703,039  | ) |   | -             |  |   | (1,703,039       | )
|Balance, December 31, 2002                                      | 21,644,766   |   |   | 2,165  |   |   | 5,414,303       |   |   | (6,539,091  | ) |   | 22,359        |  |   | (1,100,264       | )
|Shares issued pursuant to debt settlement agreement             | 172,355      |   |   | 17     |   |   | 34,508          |   |   | -           |   |   | -             |  |   | 34,525           |  
|Warrants issued as compensation                                 | -            |   |   | -      |   |   | 25,000          |   |   | -           |   |   | -             |  |   | 25,000           |  
|Warrants issued in conjunction with promissory notes            | -            |   |   |        |   |   | 104,236         |   |   | -           |   |   | -             |  |   | 104,236          |  
|Common stock issued in private placement at $0.30 per share     | 1,000,000    |   |   | 100    |   |   | 299,900         |   |   | -           |   |   | -             |  |   | 300,000          |  
|Foreign currency adjustment                                     | -            |   |   | -      |   |   | -               |   |   |             |   |   | 37,291        |  |   | 37,291           |  
|Net loss for the nine months ending September 30, 2003          | -            |   |   | -      |   |   | -               |   |   | 470,782     |   |   | -             |  |   | 470,782          |  
|Balance, September 30, 2003 (unaudited)                         | 22,817,121   |   | $ | 2,283  |   | $ | 5,877,947       |   | $ | (6,068,309  | ) | $ | 59,650        |  | $ | (128,430         | )

See the accompanying condensed notes.

4

---

CTI DIVERSIFIED HOLDINGS, INC.(formerly Unique Bagel Co. , Inc.)
  (A Development Stage Enterprise)
  STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                 |                   |            |   |                |            |   |   | Period from     |  
|-------------------------------------------------------------------------------- | ----------------- | ---------- | - | -------------- | ---------- | - | - | --------------- | -
|                                                                                 |                   |            |   |                |            |   |   | August 31, 1998 |  
|                                                                                 | Nine Months Ended |            |   | (Inception) to |           
|                                                                                 | September 30,     |            |   | September 30,  |           
|                                                                                 |                   | 2003       |   |                | 2002       |   |   | 2003            |  
|                                                                                 |                   |            |   |                |            |   |   | Restated        |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |                   |            |   |                |            |   |   |                 |  
|Net loss                                                                         | $                 | (555,419   | ) | $              | (1,735,973 | ) | $ | (5,771,330      | )
|Discontinued operations                                                          |                   | 1,026,201  |   |                | -          |   |   | (296,979        | )
|                                                                                 |                   | 470,782    |   |                | (1,735,973 | ) |   | (6,068,309      | )
|Adjustments to reconcile net loss                                                |                   |            |   |                |            |   |   |                 |  
|to net cash used by operating activities:                                        |                   |            |   |                |            |   |   |                 |  
|Depreciation                                                                     |                   | 1,023      |   |                | 7,940      |   |   | 24,006          |  
|Warrants issued
      as compensation                                            |                   | 25,000     |   |                | -          |   |   | 58,000          |  
|Shares issued for
      service                                                  |                   | -          |   |                | -          |   |   | 33,000          |  
|Warrants issued
      for financing fees                                         |                   | 104,236    |   |                | -          |   |   | 104,236         |  
|Impairment of goodwill                                                           |                   | -          |   |                | -          |   |   | 3,290,217       |  
|Impairment of intangible
      assets                                            |                   | -          |   |                | -          |   |   | 472             |  
|Impairment of equipment                                                          |                   | 7,193      |   |                | -          |   |   | 7,193           |  
|Impairment of investments                                                        |                   | -          |   |                | 934,197    |   |   | 560,850         |  
|Gain (loss)on disposition
      of assets                                        |                   | 6,479      |   |                | 27,338     |   |   | 46,662          |  
|Loss of disposition
      of subsidiaries                                        |                   | -          |   |                | -          |   |   | -               |  
|Forgiveness of debt                                                              |                   | -          |   |                | -          |   |   | (15,617         | )
|Gain on sale of
      assets                                                     |                   |            |   |                |            |   |   |                 |  
|Decrease (increase)
      in accounts receivable                                 |                   | (14,774    | ) |                | 224,213    |   |   | (14,774         | )
|Decrease (increase)
      in prepaid expenses                                    |                   | -          |   |                | 261        |   |   | -               |  
|Increase (decrease)
      in accounts payable and accrued                        |                   |            |   |                |            |   |   |                 |  
|liabilities                                                                      |                   | (1,124     | ) |                | 156,207    |   |   | 573,070         |  
|Net liabilities
      acquired on acquisition of subsidiary                      |                   | -          |   |                | -          |   |   | (795,443        | )
|Net cash provided (used) by operating activities                                 |                   | 598,815    |   |                | (385,817   | ) |   | (2,196,437      | )
|                                                                                 |                   |            |   |                |            |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                            |                   |            |   |                |            |   |   |                 |  
|Capital expenditures                                                             |                   | -          |   |                | (4,473     | ) |   | (74,161         | )
|Proceeds on sale of New York Bagel Co., Inc.                                     |                   | -          |   |                | -          |   |   | 6,066           |  
|Investment in or advances to subsidiaries                                        |                   | -          |   |                | (33,226    | ) |   | -               |  
|Investment in or advances to Sentry Telecom Systems
      Inc.                   |                   | -          |   |                | -          |   |   | (567,449        | )
|Investment in notes receivable                                                   |                   | (1,329,705 | ) |                | -          |   |   | (1,329,705      | )
|Deposit on Synenco Energy Inc share purchase                                     |                   | (275,603   | ) |                | -          |   |   | (275,603        | )
|Proceeds from sale of subsidiary                                                 |                   | -          |   |                | -          |   |   | -               |  
|Proceeds from sales of assets                                                    |                   | -          |   |                | -          |   |   | 24,886          |  
|Discontinued operations                                                          |                   | (758,720   | ) |                | -          |   |   | (758,720        | )
|Net cash used in investing activities                                            |                   | (2,364,028 | ) |                | (37,699    | ) |   | (2,974,686      | )
|                                                                                 |                   |            |   |                |            |   |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                            |                   |            |   |                |            |   |   |                 |  
|Bank overdrafts                                                                  |                   | -          |   |                | 4,941      |   |   | 4,941           |  
|Proceeds from borrowing                                                          |                   | 1,536,071  |   |                | 341,555    |   |   | 4,167,746       |  
|Payments on notes payable                                                        |                   | -          |   |                | -          |   |   | -               |  
|Proceeds (payments) on notes payable, related parties                            |                   | (26,198    | ) |                | 76,071     |   |   | 717,158         |  
|Sale of stock                                                                    |                   | 300,000    |   |                | -          |   |   | 305,000         |  
|Net cash provided by financing activities                                        |                   | 1,809,873  |   |                | 422,567    |   |   | 5,194,845       |  
|                                                                                 |                   |            |   |                |            |   |   |                 |  
|Effect of exchange rates                                                         |                   | 9,381      |   |                | -          |   |   | 31,741          |  
|Net increase (decrease) in cash                                                  |                   | 54,041     |   |                | (949       | ) |   | 55,463          |  
|Cash, beginning of period                                                        |                   | 1,422      |   |                | 949        |   |   | -               |  
|Cash, end of period                                                              | $                 | 55,463     |   | $              | -          |   | $ | 55,463          |  
|                                                                                 |                   |            |   |                |            |   |   |                 |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                              |                   |            |   |                |            |   |   |                 |  
|Cash paid for interest and income taxes:                                         |                   |            |   |                |            |   |   |                 |  
|Interest expense                                                                 | $                 | 169,597    |   | $              | 48,754     |   | $ | 218,351         |  
|Income taxes                                                                     | $                 | -          |   | $              | -          |   | $ | -               |  
|                                                                                 |                   |            |   |                |            |   |   |                 |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                     |                   |            |   |                |            |   |   |                 |  
|Forgiveness of debt                                                              | $                 | -          |   | $              | -          |   | $ | (212,054        | )
|Stock issued for conversion of notes payable, amounts
      due to share holders |                   |            |   |                |            |   |   |                 |  
|and accounts payable                                                             | $                 | -          |   | $              | -          |   | $ | 2,090,074       |  
|Shares allotted for debt settlement                                              | $                 | 34,525     |   | $              | -          |   | $ | 1,017,075       |  
|Stock issued on acquisition of subsidiary                                        | $                 | -          |   | $              | -          |   | $ | 1,802,988       |  
|Stock issued as compensation                                                     | $                 | 25,000     |   | $              | -          |   | $ | 58,000          |  
|Warrants issued for financing fees                                               | $                 | 104,236    |   | $              | -          |   | $ | 104,236         |  
|Shares issued for services                                                       | $                 | -          |   | $              | -          |   | $ | 33,000          |  

See the accompanying condensed notes.

5

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.)
  (A Development Stage Enterprise)CONDENSED NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)

---

NOTE 1  BASIS OF PRESENTATION

The accompanying unaudited consolidated 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
  Article 10 of Regulation S-X. Accordingly, they do not include all of the information
  and notes required by generally accepted accounting principles for complete
  financial statements. The preparation of financial statements in conformity
  with accounting principles generally accepted in the United States requires
  the Company's management to make estimates and assumptions that affect the reported
  amounts of assets and liabilities and disclosure of contingent assets and liabilities
  at the date of the financial statements as well as the reported amounts of revenues
  and expenses during the reporting period. In the opinion of management, the
  accompanying financial statements includes all adjustments which are normal,
  recurring and necessary in order to make the interim financial statements not
  misleading. Operating results for interim periods are not necessarily indicative
  of the results that may be expected for the year.

For further information, refer to the audited financial statements
  and notes thereto included in the CTI annual report on Form 10-KSB for the fiscal
  year ended December 31, 2002.

The accompanying unaudited consolidated financial statements
  have been prepared on a going concern basis, which contemplates the realization
  of assets and the discharge of liabilities in the normal course of business
  for the foreseeable future. The Company has no current source of revenue. The
  future of the Company as a "going concern" is highly dependent upon the Company's
  ability to attract new equity or debt financing. The Company currently has no
  revenue from operations, is in a start-up phase and has no significant assets,
  tangible or intangible. There can be no assurance that the Company will generate
  revenues in the future, or that it will be able to operate profitably in the
  future, if at all. The Company has incurred significant net losses in each fiscal
  year since inception of operations. In order to continue with its revised business
  plan, the Company will require additional equity or debt financing to fund its
  continued operations. There can be no assurance the Company will be successful
  in obtaining additional financing on favorable terms, if at all.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Principles of ConsolidationThe consolidated financial statements only include the accounts of CTI Diversified
  Holdings, Inc., Cobratech Industries Inc. ("Cobratech"), and Sentry Telecom
  Systems Inc. ("Sentry"), both formerly majority owned subsidiaries, which were
  sold near the end of the third quarter and so are no longer reflected in the
  September 30, 2003 balance sheet.

6

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.)
  (A Development Stage Enterprise)CONDENSED NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)

---

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

Restatement and Reclassification 
  Certain prior year amounts in the accompanying financial statements have been
  reclassified to conform to the September 30,l 2003 presentation. The reclassification
  principally consists of revised reporting of operating results of Cobratech
  Industries Inc. (Cobratech) and Sentry Telecom Systems Inc. (Sentry), which
  was discontinued in September 30, 2003 and is not included in discontinued operations
  in the prior periods. However, in the current period, the operating results
  of Cobratech and Sentry have been reclassified as discontinued operations for
  all periods presented.

The Company adopted SFAS No. 144 effective August 1, 2001.
  Consequently, the operating results of Cobratech and Sentry which were disposed
  of at September 30, 2003 are included in discontinued operations. Assets and
  liabilities of Cobratech and Sentry are included in net liabilities of discontinued
  operations at December 31, 2002.

Fixed Assets 
  Fixed assets are recorded at historical cost.

Fixed assets are reviewed for impairment whenever events or
  changes in circumstances indicate that the carrying amount of an asset (asset
  group) may not be recoverable. An impairment loss would be recognized when the
  carrying amount of an asset exceeds the estimated undiscounted future cash flow
  expected to result from the use of the asset and its eventual disposition. The
  amount of the impairment loss to be recorded is calculated as the excess of
  the assets' carrying value over its fair value. Fair value is generally determined
  using a discounted cash flow analysis.

At September 30, 2003, all of the Companys computer equipment was completely impaired.

Loss per share 
  Loss per share is computed using the weighted average number of common shares
  outstanding during the period. Diluted loss per share is equal to the basic
  loss per share as the warrants to acquire 2,800,000 common shares that are outstanding
  at September 30, 2003 are anti-dilutive.

Discount on promissory notes 
  The discount on promissory notes is being amortized using the interest method.
  See Notes 6 and 7.

Financial Instruments 
  Fair value of financial instruments are made at a specific point in time, based
  on relevant information about financial markets and special financial instruments.
  As these estimates are subjective in nature, involving uncertainties and matters
  of significant judgment, they cannot be determined with precision. Changes in
  assumptions can significantly affect estimated fair values.

7

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.)
  (A Development Stage Enterprise)CONDENSED NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)

---

The carrying value of cash and cash equivalents, accounts
  payable and accrued liabilities, notes payable and due to shareholders approximate
  their fair values because of the short-term maturity of these instruments.

New Accounting Pronouncements Recent Accounting PronouncementsIn May 2003, the Financial Accounting Standards Board issued Statement of
  Financial Accounting Standards No. 150, Accounting for Certain Financial
  Instruments with Characteristics of Both Liabilities and Equity (hereinafter
  SFAS No. 150). SFAS No. 150 establishes standards for classifying
  and measuring certain financial instruments with characteristics of both liabilities
  and equity and requires that those instruments be classified as liabilities
  in statements of financial position. Previously, many of those instruments were
  classified as equity. SFAS No. 150 is effective for financial instruments entered
  into or modified after May 31, 2003 and otherwise is effective at the beginning
  of the first interim period beginning after June 15, 2003. The Company has not
  yet determined the impact of the adoption of this statement.

New Accounting Pronouncements Recent Accounting Pronouncements
  (continued)In April 2003, the Financial Accounting Standards Board issued Statement
  of Financial Accounting Standards No. 149, Amendment of Statement 133
  on Derivative Instruments and Hedging Activities (hereinafter SFAS
  No. 149). SFAS No. 149 amends and clarifies the accounting for derivative
  instruments, including certain derivative instruments embedded in other contracts
  and for hedging activities under SFAS No. 133, Accounting for Derivative
  Instruments and Hedging Activities. This statement is effective for contracts
  entered into or modified after June 30, 2003 and for hedging relationships designated
  after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a
  material impact on the financial position or results of operations of the Company.

In January 2003, the Financial Accounting Standard Board issued
  FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities
  - An Interpretation of Accounting Research Bulletin (ARB) No. 51.This interpretation
  addressed the requirements for business enterprises to consolidate related entities
  in which they are determined to be the primary economic beneficiary as a result
  of their variable economic interest. The interpretation is intended to provide
  guidance in judging multiple economic interests in an entity and in determining
  the primary beneficiary. The interpretation outlines disclosure requirements
  for VIEs in existence prior to January 31, 2003, outlines consolidation requirements
  for VIEs created after January 31, 2003. The company has reviewed its major
  commercial relationship and its overall economic interests with other companies
  consisting of related parties, manufacture vendors, loan creditors and other
  suppliers to determine the extent of its variable economic interest in these
  parties. The review has not resulted in a determination that the Company would
  be judged to be the primary economic beneficiary in any material relationships,
  or that any material entities would be judged to be Variable Interest Entities
  of the Company.

8

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.)
  (A Development Stage Enterprise)CONDENSED NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)

---

NOTE 3  NOTES RECEVIABLE

On June 9, 2003, the Company signed a Share Purchase and Subscription
  Agreement (the Agreement) (that formalized a February 6, 2003 letter
  of intent) to purchase a 51% interest in Flowstar Technologies Inc. ("Flowstar")
  and Flowray Inc. ("Flowray"), two companies located in Alberta, Canada in exchange
  for 750,000 shares of common stock of the Company, a cash payment of CDN$1,750,000,
  advances by way of promissory notes totaling $1,500,000 CDN bearing interest
  at 5% per annum and secured by a general security agreement, and such number
  of additional common shares of the Company equal in value to CDN$500,000 calculated
  at the prior two months average market price after a discount of 20%. The acquisition
  will complete in stages, with each stage being subject to fulfillment of certain
  closing conditions. The first closing of the transactions contemplated by the
  Agreement will not occur until all closing conditions have been fulfilled or
  waived by the parties. As of November 14, 2003, not all conditions have been
  met and so the parties have extended the deadlines of some of the closing conditions
  in the Agreement to December 31, 2003.

The notes receivable consist of advances and accrued interest
  made to Flowray and Flowstar of $1,329,705. The advances bear interest at 5%
  per annum, and are secured by a general security agreement covering the assets
  of Flowstar and Flowray. Twenty-five percent of the advances are due on each
  of March 30, 2004, September 30, 2004, and March 30, 2005, with the balance
  plus accrued interest due on September 30, 2005.

NOTE 4  NOTES PAYABLE AND LONG-TERM DEBT

The Company settled a portion its notes payable at the end
  of the third quarter.

The Companys long-term debt of $1,536,071 consists of
  notes payable due to AHC Holdings Inc., ("AHC") a private company beneficially
  owned and controlled by a director of the Company. The loan has been structured
  as a borrowing facility, is unsecured and bears interest at 15% per annum. All
  advances are due on December 31, 2005. The Company granted AHC warrants to purchase
  1,000,000 shares of common stock at a price of $0.15 per share in connection
  with the loan. See Note 7.

NOTE 5  DUE TO SHAREHOLDERS

The Company periodically converts amounts due to shareholders
  to equity. Amounts due to shareholders consist of notes payable and bear interest
  at rates ranging from 7% to prime plus 5%, and are unsecured.

9

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.)
  (A Development Stage Enterprise)CONDENSED NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)

---

NOTE 6  COMMON STOCK AND WARRANTS

Common Stock 
  During the nine month period ended September 30, 2003, the Company issued the
  following common stock:

On September 12, 2003, the Company completed a private placement
  of 1,000,000 units at the price of $0.30 per unit for total proceeds of $300,000.
  Each unit consists of one share of common stock and one share purchase warrant.
  Each warrant entitles the holder to purchase one additional common share at
  a price of $0.35 at any time until the close of business on September 12, 2005.
  The shares and warrants 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. The Company intends to use the proceeds
  of the private placement for general working capital.

In March the Company issued 143,035 shares of common stock
  to a former employee of Sentry as settlement of debt in the amount of $28,661
  and 29,320 common stock shares were issued for payment of consulting fees of
  $5,864.

Warrants 
  In May 2003, the Company issued 1,000,000 share purchase warrants with an exercise
  price of $0.15 per share and an expiration date of May 2005. These warrants
  were issued to a current director of the Company, for financial assistance provided
  to the Company prior to him being a director or an employee.

As of September 30, 2003, the Company has issued the following warrants:

| | Number of warrants |  | Exercise price |  | Expiration date | 
| | ------------------ |  | -------------- |  | --------------- | 
| | 1,000,000          |  | $0.15          |  | May 2005        | 
| | 1,500,000          |  | $0.15          |  | March 2006      | 
| | 300,000            |  | $0.25          |  | December 2006   | 
| | 2,800,000          |  |                |  |                 | 

NOTE 7  COMMITMENTS

On January 27, 2003, the Company entered into an agreement
  with PGN Holdings Inc., under which PGN would lend CTI up to $250,000. The loan
  has been structured as a borrowing facility, is unsecured and all advances bear
  interest at 8% per annum. PGN has the right to convert all or any portion of
  the principal sum and accrued and unpaid interest outstanding into fully paid
  and non-assessable common shares of CTI on the basis of one share for each $0.50
  of principal and interest outstanding. All advances, regardless of the date
  advanced, are due on January 1, 2004. As of September 30, 2003, the Company
  has not borrowed any funds under this facility.

10

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.)
  (A Development Stage Enterprise)CONDENSED NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)

---

NOTE 7  COMMITMENTS (continued)

On March 28, 2003, the Company entered into an agreement with
  the Howard Group under which the Howard Group would provide an investor and
  financial relations program. In consideration for the full and adequate provision
  of these services, the Company agreed to pay the Howard Group $5,000 CDN per
  month until February 2004, and agreed to grant an option to acquire 200,000
  shares of the Companys common stock at an exercise price of $0.20 per
  share, expiring three years from the date of issue. On September 29, 2003, the
  Company cancelled the agreement with the Howard Group. At September 30, 2003,
  the option has not been granted.

On June 9, 2003, the Company signed an option agreement allowing
  the Company to purchase one million common shares of Synenco Energy Inc. (Synenco),
  a company involved in the potential development of an oil sands lease in the
  Athabasca Oil Sands area of northern Alberta, Canada. Under the terms of the
  option, the Company can acquire the Synenco shares upon payment in stages of
  five million Canadian dollars (approximately $3,700,000) by way of $3,800,000
  CDN ($2,815,000) in cash and $1,200,000 CDN ($885,000) in Company stock at a
  price of $0.40 CDN per share (approximately $0.30 per share) commencing March
  31, 2004. To date, the Company has paid $379,000 CDN ($275,603) as a non-refundable
  deposit toward the purchase of the Synenco shares.

As of July 2003, the Company is claimed to have entered into
  a Strategic Business Services Agreement with Business Consulting
  Group Unlimited (BCG) of San Diego, CA. As a part of that purported
  agreement, the Company is alleged to have been obligated to deliver $36,000
  in free trading shares to BCG for the first six months at a pricing of $0.20
  per share. The Company has denied it entered into a valid agreement with BCG,
  has nonetheless given notice of termination, and has refused to make any payments
  thereunder. Management of BCG has threatened suit; however, management of CTI
  believes meritorious defenses exist and if litigation commences, intends to
  resist vigorously.

As of July 1, 2003, the Companys board authorized a
  deferred compensation plan (hereinafter Plan) for two officers (the
  President and CFO) and one director of the Company. Under the Plan, for the
  two year period commencing April 1, 2003 and ending March 31, 2005, in lieu
  of cash, the parties agreed to accept common shares at $0.20 per share (which
  was the fair market value at July 1, 2003). Under the plan, said Officers agreed
  that 100% of their fees would be paid in common stock shares. Their fees were
  set at $5,000 per month plus tax for the President and CFO and $2,500 plus tax
  for the director. If the officers or director declined for any reason to accept
  the shares, then no other salary for the period declined would be due and payable.
  Total shares in the amount of 1,800,000 common shares were to be issued and
  placed in escrow to be released at the option of said individual at not more
  than 1/24 of the total for each month of accrued service at the time of the
  release. All shares are to be registered under Form S-8 or other registration
  prior to delivery into escrow. In the event the Company for any reason terminates
  their services, the officers may continue to elect to receive the shares over
  the period as if employed. If the individual voluntarily terminates his services,
  the amount of total shares, times

11

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.)
  (A Development Stage Enterprise)CONDENSED NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)

---

NOTE 7  COMMITMENTS (continued)

the fractional period remaining of 24 months, would be cancelled
  and returned to the Company, and the remainder can be withdrawn at the option
  of the officer or director.

As of September 2002, the Company approved a transaction with
  a legal services provider in recognition of a previous credit accommodation.
  The transaction provided for a direct grant of 100,000 S-8 registered common
  shares and an additional 100,000 shares in an S-8 registered common share warrants
  for five years at an exercise price of $.50 per share, with a cashless exercise
  feature (increase in share price applied to the warrant). As a part of the transaction,
  the party agreed to cap legal services costs at an agreed maximum from September
  2003 to December 2004, amounting to a reduction of $100 US per hour. The Company
  did not obligate itself to any particular level of legal services over that
  period with that provider.

NOTE 8  SUBESQUENT EVENTS

No material events occurred subsequent to the end of the third quarter which effect CTI.

NOTE 9  RELATED PARTY TRANSACTIONS

The aggregate amount of expenditures made to parties, not at arm's length to the Company, consist of the following:

|                                                    |   | Nine month    |  |   | Nine month    | 
|--------------------------------------------------- | - | ------------- |  | - | ------------- | 
|                                                    |   | period ended  |  |   | period ended, | 
|                                                    |   | September 30, |  |   | September 30, | 
|                                                    |   | 2003          |  |   | 2002          | 
|Consulting fees paid or accrued to directors of the |   |               |  |   |               | 
|Company (see Note 9 above)                          | $ | 41,948        |  | $ | 32,576        | 
|                                                    |   |               |  |   |               | 
|Interest paid to shareholders and related parties   | $ | 169,597       |  | $ | 48,754        | 

See Notes 6 and 7.

Management is of the opinion that the terms and conditions
  of the above noted related party transactions are consistent with standard business
  practice.

12

---

ITEM 2.     MANAGEMENT'S PLAN OF OPERATIONS

CTI Diversified Holdings, Inc. (formerly Unique Bagel Co.,
  Inc.) was incorporated under the laws of the state of Delaware on August 11,
  1998. On January 10, 2001 we changed our name to CTI Diversified Holdings, Inc.
  (referred to herein as we, CTI, the Company
  or our Company).

Subsequent to ceasing our primary operations in the third
  quarter of 2002, which we conducted through our 90% controlled subsidiary Sentry
  Telecom Systems Inc., we undertook a process of analyzing our future strategic
  direction and business plan for our Company. It became apparent that capital
  markets were no longer receptive to emerging high technology, telecommunications
  companies such as Sentry, and we began to revise our business plan to better
  position our company to take advantage of positive trends in the oil and gas
  industry.

Prior to the end of January 2003, we were successful in converting
  approximately $1,000,000 of our outstanding debt to equity, secured new financing
  of approximately $1,400,000 through an unsecured loan (See Part II Item II),
  and adopted a new business plan. Our new mandate is to realize enhanced capital
  appreciation for our stockholders, by providing our expertise to emerging companies
  offering timely product solutions and/or strategic investment opportunities
  in the petroleum production and service industries.

Although there can be no assurance of future success, we intend to carry out our new mandate by:

| | 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 will 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.                                                                                                                                                                                                                                                               

We currently have no revenue from operations, we are in a
  start-up phase with our existing assets and we have no significant assets, tangible
  or intangible. There can be no assurance that we will generate revenues in the
  future, or that we will be able to operate profitably in the future, if at all.
  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 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. We have limited funds to maintain our own ongoing expenses, and we
  currently have significant current liabilities that will need to be paid in
  the ordinary course of business. Without an infusion of new capital, the Company
  will not be able to maintain current operations beyond these periods.

We are also continuing to experience negative cash flows from
  operations. 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. | 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                                                                                                                       

13

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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 do 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.

Management Changes

On February 28, 2003, Mr. Donald E. Farnell resigned as our
  acting Chief Financial Officer. On March 5, 2003, Mr. Alfred Comeau and Mr.
  Terry Mereniuk were appointed to our Board of Directors. On March 31, 2003,
  Mr. Farnell resigned his positions as Director, Chairman, President and CEO.
  On April 9, 2003, Mr. John Anderson, a Director of our Company, was appointed
  interim President and CEO, replacing Mr. Farnell. Mr. Terry Mereniuk was appointed
  Chief Financial Officer. On April 24, 2003, Mr. Anderson was appointed Secretary/Treasurer.

Proposed Acquisition

For purposes of this foregoing discussion regarding a proposed
  acquisition, we are assuming a currency conversion rate of 1 Canadian Dollar
  being equivalent to $0.74 US Dollars. This is the approximate exchange rate
  as of the date of this report.

On March 27, 2003 we announced our intention to proceed with
  our first acquisition. We entered into a Memorandum of Agreement dated March
  27, 2003 with Flowray Inc. ("Flowray") and Flowstar Technologies Inc. ("Flowstar")
  under which we have advanced $1,840,000 CDN dollars or approximately $1,310,000
  by way of a loan to Flowray and Flowstar for operating purposes. Flowray and
  Flowstar, as borrowers, have provided our Company with a promissory note for
  each advance. The borrowers have agreed to pay us interest on the promissory
  notes at the rate of 5% per annum, calculated monthly on the last day of each
  month, not in advance, from the date of each promissory note on the outstanding
  balance. The promissory notes are due as follows: 25% of the outstanding balance
  of the promissory notes on March 30, 2004, a further 25% on September 30, 2004,
  a further 25% on March 30, 2005, and the balance together with all accrued interest
  on September 30, 2005.

As security for the repayment of the promissory notes, Flowray
  and Flowstar have granted us a security interest in all of their present and
  after-acquired personal property. The President, director and a shareholder
  of each of Flowray and Flowstar, has agreed to postpone his rights as holder
  of security interests and security agreements on the personal property of the
  borrowers to all rights and security interests of the Company. Notwithstanding
  the postponement, he is entitled to repayment of shareholders loans up to $65,032
  CDN (approximately $46,000) advanced previously to the borrowers, and reimbursement
  from the borrowers of expenses incurred in the ordinary course of business.

If we close this intended acquisition, $936,000 ($1,310,000
  CDN) of the existing $1,310,000 ($1,840,000 CDN) loan to Flowray and Flowstar
  will remain as a loan. The balance of the loan, or $374,000 (or $530,000 CDN),
  will be applied to the purchase price for the acquisition of Flowray shares.
  In addition to the loan of $936,000, we have agreed to increase the loan by
  an additional $379,000 ($540,000 CDN), for a total loan of $1,315,000 (or $1,850,000
  CDN). The loan will be secured by the general security agreement already signed
  by the borrowers and will bear interest at 5% per annum. The loan may be repaid
  depending upon the cash flow of Flowray and Flowstar and at the discretion of
  the boards of directors of the borrowers.

Business of Flowstar and Flowray.

Flowray and Flowstar are private companies incorporated in
  Alberta, Canada. Since inception, Flowray has been developing a new system for
  measuring the flow of gas in upstream petroleum production applications. This
  system is known as the Digital Chart Recorder or DCR-900. The DCR-900
  system consists of a turbine based flow measurement signal generating device,
  temperature and pressure probes and a flow computer, which performs all of the
  flow calculations. This system has recently received approval from the Canadian
  Standards Association (CSA) and has received independent verification of accuracy
  from Southwest Research Institute in Houston Texas.

The companies are currently in the process of field-testing
  the product. A number of units have been installed in customer applications
  for testing in Western Canada and in the Western United States.

Flowstar has secured the right to manufacture, market and
  distribute the products that have been developed by Flowray, in exchange for
  a royalty on sales. Flowstar also represents and distributes independent third
  party products, and is positioning itself to be a leading supplier of flow measurement
  equipment to the petroleum industry.

The intellectual property assets of Flowray include a US provisional
  patent application filed on or about March 3, 2003 for the technology used in
  the DCR-900 system. Flowray also holds the intellectual property for liquid
  based totalizers, burner igniters, and windows based gas flow calculation software,
  all of which Flowstar markets.

Flowray has given a private Canadian company, a right of first
  refusal to engineer, supply or manufacture the DCR-900 product

14

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according to Flowray's specifications. This company provides
  a technology which is incorporated in the design of Flowray's DCR-900 system.
  For each DCR-900 unit purchased from this company, Flowray has agreed to pay
  this company a fee for use of the technology. Details of this companys
  technology will be provided to a mutually agreeable trust agent, to be held
  in escrow and not disclosed to Flowray, except in certain specific circumstances,
  designed to protect Flowray.

Flowray has also granted this company an irrevocable, exclusive
  license to use Flowray's technology related to differential pressure orifice
  plate system flow measurement, in oil field production well testing. The license
  will permit this company to manufacture, market, and sell flow measurement products,
  or sub-license or assign these rights, in markets other than turbine based flow
  measurement. The term of this license will continue for the life of Flowrays
  patent. If Flowray fails to purchase a minimum number of units per year, then
  this companys license to use Flowray's technology will be extended to
  its entire subject matter without any restriction on the market. If Flowray
  is declared bankrupt, Flowray has agreed to assign to this company all its rights
  to the flow measurement technology, including patents and patent applications.
  Flowray also granted this company a distributorship for the DCR-900 product.

Details of intended acquisition of up to 51% of Flowray and Flowstar.

Under a letter of intent dated February 6, 2003, and a formal
  purchase agreement dated June 9, 2003, we have agreed to acquire up to 51% of
  the issued and outstanding share capital of both Flowray and Flowstar. It is
  intended this will be accomplished by way of transfer of previously issued shares
  from the current shareholders of the companies and by the purchase of shares
  from treasury of Flowray. The consideration we are to pay pursuant to the acquisition
  includes:

| | 1. | the issuance to the shareholders of Flowstar of an
        aggregate of 750,000 shares of our common stock at a deemed price of $0.13
        per share in exchange for the transfer of 51% of the issued shares of
        Flowstar;                                                                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                           
| | 2. | the payment of an aggregate of $750,000 CDN dollars
        or approximately $532,000, to Flowray in consideration of the issuance
        of treasury shares to the Company;                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                           
| | 3. | the payment of an aggregate of $1,000,000 CDN dollars
        or approximately $710,000 to the shareholders of Flowray in consideration
        of the transfer of certain of their shares of Flowray; and                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                           
| | 4. | the issuance to the shareholders of Flowray and
        Flowstar of such number of additional shares of common stock of the Company
        equal in value to $500,000 CDN dollars or $355,000, calculated at the
        average market price for two months prior to the date of issuance and
        discounted by 20%.

Two shareholders each hold 50% of the current issued share
  capital of Flowray and Flowstar. The acquisition of 51% of Flowray and Flowstar
  may complete in stages. The first closing of the transactions contemplated by
  the purchase agreement will not occur until all closing conditions to that date
  have been fulfilled or waived by the parties. We will make the cash payments
  in installments that are required to be paid on or before certain deadlines
  over the period ending January 15, 2004. The parties have agreed to extend the
  deadlines for the installments called for in the original purchase agreement.
  We will also issue the first allotment of 750,000 shares on the first closing
  date. The second allotment of shares worth $355,000 is due on or before January
  15, 2004. See Liquidity and Capital Resources in this Section for
  our planned payments for this acquisition.

We have agreed that all of our common stock to be issued to
  the shareholders of Flowray and Flowstar are to be registered or qualified for
  sale under applicable securities laws within 120 days of the date of issuance.

Upon our acquisition of 51% of the issued shares of Flowray
  and Flowstar, we will have the option to purchase the remaining 49% of the issued
  shares of Flowray or Flowstar, or both, at the fair market value based on a
  valuation prepared by an independent business valuator. Our option to purchase
  the remaining 49% may be exercised at any time between August 6, 2005 and February
  6, 2006. If the existing shareholders of Flowstar and Flowray receive an offer
  from a third party to purchase their remaining 49% interest, we will have the
  right of first refusal to purchase the interest on the same terms as the third
  party offer.

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 10-KSB
  filed on May 16, 2003.

We have not generated any revenues from products, services
  or operations since the inception of our company. As such, we are including
  herein a discussion of our plan of operation for the next 12 months for our
  revised business plan.

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.

15

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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 complete the Flowstar
  and Flowray acquisition on terms described previously. If we do complete, our
  company will require additional cash of $1,460,000 CDN dollars, or approximately
  $1,060,000 to fully complete the transaction. Cash payments are scheduled as
  follows:

| | $ | 875,000   | by December 31, 2003
| | - | --------- | --------------------
| | $ | 185,000   | by January 15, 2004 
| | $ | 1,060,000 |                     

Additionally, we are currently experiencing a working capital
  deficiency of approximately $294,819.We have no remaining credit under
  the loan from AHC (See Part II, Item 2). Our shortfall prior to operating
  requirements is therefore approximately $1,924,000. We also anticipate that
  we will require $30,000 monthly for corporate costs or $360,000 annually, for
  all of which we will need to raise additional funding.

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 Flowstar and Flowray transaction.

Over the next 12 months, we also plan to closely monitor and
  implement solutions to successfully manage our proposed future growth. This
  will include:

| | 1. | Improve, upgrade and expand our business
        infrastructure. Identify a permanent office and acquire all necessary
        office equipment to ensure smooth operations and minimize ongoing corporate
        operating costs
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Ensure that all target acquisitions
        hire, train and retain key management to ensure future success and maximize
        cash flows                                                                                        
| | 3. | Promote the advancement of commercialization
        development programs for target companies so they become cash flow positive
        as soon as is practically possible                                                       

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.

We do not anticipate making any major purchases of capital
  assets in the next 12 months, or conducting any research and development. Our
  current corporate employee count is expected to remain the same for the next
  12 months. Given the change in our business plan, we anticipate that any change
  in capital assets, research and development and employees would be subject to
  change in any targeted operating business we may acquire, including that of
  Flowstar and Flowray, should we complete the purchase.

Financing

On September 12, 2003, CTI Diversified Holdings, Inc. (the
  "Company") completed the private placement of 1,000,000 units at the price of
  $0.30 per unit for total proceeds of $300,000. Each unit consists of one share
  of common stock and one share purchase warrant. Each warrant entitles the holder
  to purchase one additional common share at a price of $0.35 at any time until
  the close of business on September 12, 2005. The shares and warrants 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.
  The Company intends to use the proceeds of the private placement for general
  working capital.

Results from Operations  2003 Compared to 2002

We incurred a net operating loss for the three quarters ended
  September 30, 2003 of $555,419 compared to a net loss of $1,735,973for
  the comparable period in 2002 This loss includes general and administrative
  costs totaling$230,525 compared to $505,861 for the three quarters ended
  September 30, 2002.

16

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The Companys remaining operating costs for the period
  consisted primarily of legal and accounting fees relating to the preparation
  of the Companys 10KSB, interest charges on its debt, the above noted consulting
  fees, and investor relations costs.

The Company had a loss from other items of $194,480 for the
  first nine months of 2003 compared to a loss of $1,049,816 for same period in
  2002. Income from other items for the first three quarters of 2003 consisted
  primarily of interest earned on promissory notes. The loss of $1,049,819 in
  the same period of fiscal 2002 was primarily a result of a recorded impairment
  in the Companys investments of $934,197 offset by interest income of $6,365.

Liquidity and Capital Resources  2003 Compared to 2002

Since inception, we have been dependent on investment capital
  and debt financing from our shareholders as our primary source of liquidity.
  We have not generated any revenue or income from our operations. We had an accumulated
  deficit at September 30, 2003 of $6,068,309.

During the first three quarters of 2003, our cash position
  increased to $55,462 from $1,422. We had cash provided by operations of $598,815
  in the first nine months of fiscal 2003 compared to a deficit of $385,817 in
  the same period of fiscal 2002. We also used $2,364,028 in investing activities
  in the first three quarters of 2003, which consisted of advances made and accrued
  interest charged to Flowstar for the period, as well as the deposit on the purchase
  of shares of Synenco Energy Inc. The net cash used in operating and investing
  activities was financed by $1,809,873 from financing activities, resulting in
  a net increase in our cash position for the period of $54,041. The cashflow
  from financing activities is primarily a result of loan advances made to the
  Company and the issuance of some common stock shares (see Part II, Item 2).

During the first three quarters of this year we issued stock
  valued at $34,525 in settlement of notes payable.

The Company had $1,803,975 in total liabilities at September
  30, 2003 compared to $1,108,879 at the end of fiscal 2002. The increase is a
  result of loan advances made to the Company during the first part of 2003. The
  loan advances were used to fund working capital requirements of the Company
  as well as to advance $1,329,705 to Flowstar, and make a deposit on the purchase
  of Synenco shares of $275,603.

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

CTI and Cobratech, a subsidiary of our Company, have been
  sued by Rajesh Taneja in the Supreme Court of British Columbia, Canada. Mr.
  Taneja is a past contractor of Cobratech. The action was commenced on December
  20, 2001. Mr. Taneja is suing the company for unspecified damages for wrongful
  dismissal. The Company disputes the claim and has filed a Statement of Defense
  denying the allegations of wrongful dismissal. We intend to vigorously defend
  the claim. No trial date has been set, and no Examinations for Discovery have
  been conducted.

17

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ITEM 2.     CHANGES IN SECURITIES
  AND USE OF PROCEEDS

On May 12, 2003 our Board of Directors recinded the issuance
  of 1,000,000 common shares to each of Mr. Donald Farnell and Mr. John Anderson,
  previously approved on October 31, 2002. The decision to recind the proposed
  issuance was approved by Mr. Farnell and Mr. Anderson. Mr. Farnell was our President,
  CEO and Chairman until his resignation on March 31, 2003. Mr Anderson is our
  Interim President and CEO, and a Director. The Board also recinded the issuance
  of 80,000 common shares to a consultant, previously approved on February 28,
  2003. None of these shares were issued as of August 14, 2003. The original transactions
  on October 31, 2002 and February 28, 2003 were previously described in our Form
  10 KSB filed on April 30, 2003. Mr Farnell is now proposing that certain debts
  of Sentry Telecom Systems, Inc. owed to him or a company under his control totaling
  $427,810 that were forgiven in prior periods are now due and payable. He is
  also contending that he may charge the Company for his time spent on Company
  business to the date of his March 31, 2003 resignation (which he estimates at
  $3,362), plus reimburseable expenses totaling $805. No other action has been
  taken on this. The company has agreed in principal to settle these debts with
  Mr. Farnell, and it expects to have this settlement finalized in the fourth
  quarter of this year.

On September 12, 2003, CTI Diversified Holdings, Inc. (the
  "Company") completed the private placement of 1,000,000 units at the price of
  $0.30 per unit for total proceeds of $300,000. Each unit consists of one share
  of common stock and one share purchase warrant. Each warrant entitles the holder
  to purchase one additional common share at a price of $0.35 at any time until
  the close of business on September 12, 2005. The shares and warrants 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.
  The Company intends to use the proceeds of the private placement for general
  working capital.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

There were no defaults of senior securities in the quarter.

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

We submitted no matters to a vote of security holders during the quarter ended September 30, 2003.

ITEM 5.     OTHER INFORMATION

On January 27, 2003, the Company entered into an agreement
  with PGN Holdings Inc., under which PGN would lend CTI up to $250,000 dollars.
  The loan has been structured as a borrowing facility, is unsecured and all advances
  bear interest at 8% per annum. PGN has the right to convert all or any portion
  of the principal sum and accrued and unpaid interest outstanding into fully
  paid and non-assessable common shares of CTI on the basis of one share for each
  $0.50 of principal and interest outstanding. All advances, regardless of the
  date advanced, are due on January 1, 2004. As of November 14, 2003, the Company
  has not borrowed any funds under this facility, and the facility has been cancelled.

On February 28, 2003, Mr. Donald E. Farnell resigned as our
  acting Chief Financial Officer. On March 5, 2003, Mr. Alfred Comeau and Mr.
  Terry Mereniuk were appointed to our Board of Directors. On March 31, 2003,
  Mr. Farnell resigned his positions as Director, Chairman, President and CEO.
  On April 9, 2003, Mr. John Anderson, a Director of our Company, was appointed
  interim President and CEO, replacing Mr. Farnell. Mr. Terry Mereniuk was appointed
  Chief Financial Officer. On April 24, 2003, Mr. Anderson was appointed Secretary/Treasurer.

On March 28, 2003, the Company entered into an agreement with
  the Howard Group under which the Howard Group would provide an investor and
  financial relations program. In consideration for the full and adequate provision
  of these services, the Company had agreed to pay the Howard Group $5,000 in
  CDN Funds per month to February 2004, and had agreed to grant an option to acquire
  200,000 shares of the Company at an exercise price of $0.20 dollars per share
  expiring three years from the date of issue. As of June 30, 2003 this option
  has not been granted.

On May 12, 2003, weappointed Mr. Brad Belke as our
  Chief Technical Advisor to our Board of Directors. Mr. Belke is a Vice President
  for Flowstar.

As of July 1, 2003 the Board authorized a deferred compensation
  plan for two Officers (the President and CFO) and one director of the Company.
  Under the Plan, for the two year period commencing April 1, 2003 and ending
  March 31, 2005, in lieu of cash, the parties agreed to accept common shares
  at $0.20 per share (which was trading market price at the time). Under the Plan,
  said Officers agreed that 100% of their fees would be paid in common shares.
  Their fees were set at $5,000 per month plus sales tax for each of the President
  and CFO and $2,500 plus sales tax for the Director. If the Officers or Director
  declined for any reason to accept the shares, then no other salary for the period
  declined would be due and payable. Total shares in the amount of 1,800,000

18

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common shares were to be issued and placed in Escrow to be
  released at the option of said individual at not more than 1/24 of the total
  for each month of accrued service at the time of the release. All shares are
  to be registered under Form S-8 or other registration prior to delivery into
  Escrow. In the event their services are terminated by the Company for any reason,
  the officers may continue to elect to receive the shares over the period as
  if employed. If the individual voluntarily terminates his services, the amount
  of total shares, times the fractional period remaining of 24 months, would be
  cancelled and returned to the Company, and the remainder can be withdrawn at
  the option of the Officer or Director.

As of September, 2002 the company approved a transaction with
  a legal services provider in recognition of a previous credit accommodation.
  The transaction provided for a direct grant of 100,000 S-8 registered common
  shares and an additional 100,000 shares in an S-8 registered common share Warrant
  for five years at $.50 per share exercise price, with a cashless exercise feature
  (increase in share price applied to option). As a part of the transaction, the
  party agreed to cap legal services costs at an agreed maximum from September
  2003 to December 2004, amounting to a reduction of $100 per hour. The company
  did not obligate itself to any particular level of legal services over that
  period with that provider.

On June 9, 2003, the Company signed an option agreement allowing
  the Company to purchase one million common shares of Synenco Energy Inc. (Synenco),
  a company involved in the potential development of an oil sands lease in the
  Athabasca Oil Sands area of northern Alberta, Canada. Under the terms of the
  option, the Company can acquire the Synenco shares upon payment in stages of
  five million CDN dollars (approximately $3,700,000) by way of $3,800,000 CDN
  ($2,815,000) in cash and $1,200,000 CDN ($885,000) in Company stock at a price
  of $0.40 CDN per share (approximately $0.30 per share) commencing March 31,
  2004. To date, the Company has paid $379,000 CDN dollars ($275,603) as a non-refundable
  deposit toward the purchase of the Synenco shares.

On June 9, 2003, the Company signed a Share Purchase and Subscription
  Agreement (the Agreement) (that formalized a February 6, 2003 letter
  of intent) to purchase a 51% interest in Flowstar Technologies Inc. ("Flowstar")
  and Flowray Inc. ("Flowray"), two companies located in Alberta, Canada in exchange
  for 750,000 shares of common stock of the Company, a cash payment of CDN$1,750,000,
  advances by way of promissory notes bearing interest at 5% per annum and secured
  by a general security agreement totaling $1,500,000 CDN, and such number of
  additional common shares of the Company equal in value to CDN$500,000 calculated
  at the prior two months average market price after a discount of 20%. The acquisition
  will complete in stages, with each stage being subject to fulfillment of certain
  closing conditions. The first closing of the transactions contemplated by the
  Agreement will not occur until all closing conditions have been fulfilled or
  waived by the parties. As of November 14, 2003, not all conditions have been
  met and so the parties have extended the deadlines of some of the closing conditions
  in the Agreement to December 31, 2003.

The notes receivable consist of advances made to Flowray and
  Flowstar of $1,362,963 plus accrued interest of $19,560 ($26,405 CDN). The advances
  bear interest at 5% per annum, and are secured by a general security agreement
  covering the assets of Flowstar and Flowray. 25% of the advances are due on
  each of March 30, 2004, September 30, 2004, and March 30, 2005, with the balance
  plus accrued interest due on September 30, 2005.

As of July 2003, the Company is claimed to have entered into
  a Strategic Business Services Agreement with Business Consulting
  Group Unlimited (BCG) of San Diego, CA. As a part of that purported
  Agreement, the Company is alleged to have been obligated to deliver $36,000
  in free trading shares to BCG for the first six months at a pricing of $0.20
  per share. The Company has denied it entered into a valid Agreement with BCG,
  has nonetheless given notice of termination, and has refused to make any payments
  thereunder. Management of BCG has threatened suit; however management of CTI
  believes meritorious defenses would exist and if commenced, intends to resist
  vigorously.

Subsequent to the period of this Report the Company engaged
  in various trasnactions which were reported on Form 8-k. Please see the Form
  8-Ks listed beleow 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.

On December 9, 2003 the Company filed a definitve proxy statement
  for shareholders approval by consent of proposed Amended Articles; the proposed
  Amendments have been approved by the Directors and have been filed in Delaware
  with a stated effective date of December 22, 2003. Management intends to file
  an 8-k in the immediate future respecting receipt of said Consent Approval by
  a majority of the shareholders.

19

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

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

|Exhibit |                                                                                                                                                                                                                                                                                                                                                                             
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.0*    | Share Purchase Agreement dated, for reference, December
        20, 2000, between the persons defined as Vendors and as listed in Schedule
        "A" to the agreement, Cobratech Industries Inc., and Unique Bagel Co.,
        Inc. (Incorporated by reference to Exhibit 2.0 to the Companys Form
        10-KSB filed on April 17, 2001)                              
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.1*    | Share Purchase Agreement dated, for reference, January
        18, 2002, between the Company, Neil Cox and Leila Lolua, for the purchase
        of 7,160,000 shares of Sentry Telecom Systems Inc. in exchange for 500,000
        shares of the Company                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.2*    | Financial Statements of Cobratech for the period
        ending October 15, 2000, and year ending December 31, 1999. (Incorporated
        by reference to Form 8-K filed on March 27, 2001)                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.3.1*  | 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).
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.3.2*  | 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).                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.3.3*  | 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).                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.3.4*  | 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).                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                             
|2.3.5*  | 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).                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                             
|3.1.1*  | Articles of Incorporation of Unique Bagel Co., Inc.
        a Delaware corporation (now CTI Diversified Holdings, 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*  | Memorandum of Incorporation of Cobra Energy Ltd.,
        a British Columbia corporation, dated October 24, 1997. (Incorporated
        by reference to Exhibit 3.1.3 to the Companys Form 10-KSB filed
        on April 17, 2001)                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                             
|3.1.4*  | Altered Memorandum of Cobra Energy Ltd., a British
        Columbia corporation, dated September 7, 1999, changing the name Cobra
        Energy Ltd., to Cobratech Industries Inc. ((incorporated by reference
        to Exhibit 3.1.4 to the Companys Form 10-KSB filed on April 17,
        2001)                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                             
|3.2*    | Bylaws of Unique Bagel Co., Inc. (now CTI Diversified
        Holdings, Inc., a Delaware corporation), dated August 11, 1998. (Incorporated
        by reference to Exhibit 3.1of the companys Form 10SB12G, filed with
        the SEC on March 24, 2000)                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                             
|3.2.1*  | Bylaws/Articles of Cobra Energy Ltd., a British Columbia
        corporation, dated October 24, 1997 (Incorporated by reference to Exhibit
        2.0 to the Companys Form 10-KSB filed on April 17, 2001)                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                             
|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).                                                                                                                                                                                                                                                  

20

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|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 CTI Diversified Holdings,
        Inc. (incorporated by reference to Exhibit 21.1 to the Companys
        Form 10-KSB filed on April 17, 2001)                  
|      |                                                                                                                                                                                              
|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 29, 2003 reporting the loan from AHC, the loan to Flowstar and Flowray,
  the proposed transaction to acquire an interest in Flowstar and Flowray, the
  resignation of Mr. Donald Farnell, the appointment of Mr. John Anderson as President
  & CEO, and the appointment of Mr. Terry Mereniuk as CFO.

September 25, 2003 reporting a private placement under Regulation S of 1,000,000
  Units at $3.0/Unit;

September 30,2003 reporting the spin off and sale of three subsidiaries;

October 2,2003 reporting the intention to change the name to Wescorp Energy;

December 18, 2003 reporting a change of accountants;

December 29,2003 reporting a private placement of 2,783,494 Units for $835,048.50
  under Regulation S

21

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
  Securities Exchange Act of 1934, the registrant has duly caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized, on
  this 2 day of January, 2004.

|                      | WESCORP ENERGY INC.
|--------------------- | -------------------
|                      |                    
|Date: January 2, 2004 | By:                
|                      |                    
|                      |                    
|                      |                    
|                      | By:                
|                      |                    
|                      |                    

22

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