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

FORM 10-QSB

As filed with the Securities and Exchange Commission on November
  18, 2003

(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 Number000-30095

**CTI DIVERSIFIED HOLDINGS, 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 November 14, 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.

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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

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

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

Consolidated Statement of Stockholders' Deficiency

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

Notes to Consolidated Financial Statements

2

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CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.) 
  (A Development Stage Enterprise) 
  (Unaudited) 
  Consolidated Statements of Operations and Deficit
  (Expressed in U.S. Dollars)

|                                                           | August
      31, 1998   |   |   | Nine
      months |   |   | Nine
      months |  
|---------------------------------------------------------- | ----------------------- | - | - | ----------------- | - | - | ----------------- | -
|                                                           | (inception) to          |   |   | ended             |   |   | ended             |  
|                                                           | September 30,           |   |   | September 30,     |   |   | September 30,     |  
|                                                           | 2003
      (cumulative) |   |   | 2003              |   |   | 2002              |  
|Expenses                                                   |                         |   |   |                   |   |   |                   |  
|Advertising and
      promotion                            | 19,951                  |   |   | 15,829            |   |   | 50,373            |  
|Automotive                                                 | 2,391                   |   |   | -                 |   |   | -                 |  
|Consulting                                                 | 444,469                 |   |   | 137,072           |   |   | 97,243            |  
|Depreciation                                               | 24,036                  |   |   | 1,053             |   |   | 7,940             |  
|Insurance                                                  | 706                     |   |   | -                 |   |   | 3,186             |  
|Amortization of
      deferred charges                     | 2,746                   |   |   | 2,746             |   |   | -                 |  
|Interest and bank
      charges                            | 83,613                  |   |   | 16,543            |   |   | 70,094            |  
|Interest paid to
      shareholders and related parties    | 335,512                 |   |   | 177,503           |   |   | 39,160            |  
|Investor relations
      and reporting costs               | 223,058                 |   |   | 59,960            |   |   | 33,859            |  
|Legal and accounting                                       | 282,692                 |   |   | 134,180           |   |   | 180,296           |  
|Licenses, dues and
      subscriptions                     | 2,977                   |   |   | 148               |   |   | 435               |  
|Office                                                     | 73,523                  |   |   | 3,309             |   |   | 11,766            |  
|Rent                                                       | 39,894                  |   |   | -                 |   |   | 48,089            |  
|Telephone                                                  | 14,518                  |   |   | -                 |   |   | 12,016            |  
|Travel                                                     | 157,045                 |   |   | 12,904            |   |   | -                 |  
|Utilities                                                  | 1,975                   |   |   | -                 |   |   | -                 |  
|Stock based compensation                                   | 59,391                  |   |   | 26,391            |   |   | -                 |  
|Wages
      and benefits                                   | 184,985                 |   |   | 7,405             |   |   | 240,954           |  
|                                                           |                         |   |   |                   |   |   |                   |  
|Loss from operations                                       | (1,953,482              | ) |   | (595,034          | ) |   | (795,411          | )
|Other items                                                |                         |   |   |                   |   |   |                   |  
|Impairment of goodwill                                     | (3,290,217              | ) |   | -                 |   |   | (934,197          | )
|Impairment of intangible
      assets                      | (472                    | ) |   | -                 |   |   | -                 |  
|Impairment of investments                                  | (560,850                | ) |   | -                 |   |   | -                 |  
|Loss on disposition
      of assets                        | (46,823                 | ) |   | (6,540            | ) |   | -                 |  
|Interest and other
      items                             | 43,291                  |   |   | 24,549            |   |   | (6,365            | )
|Forgiveness of debt                                        | 15,617                  |   |   | -                 |   |   | -                 |  
|Loss
      on disposition of foreign subsidiaries          | (1,313,636              | ) |   | 9,544             |   |   | -                 |  
|                                                           | (5,153,090              | ) |   | 27,553            |   |   | (940,562          | )
|                                                           |                         |   |   |                   |   |   |                   |  
|Net loss for the period                                    | (7,106,572              | ) |   | (567,481          | ) |   | (1,735,973        | )
|                                                           |                         |   |   |                   |   |   |                   |  
|Deficit,
      beginning of period                         |                         |   |   | (6,539,091        | ) |   | (4,836,052        | )
|                                                           |                         |   |   |                   |   |   |                   |  
|Deficit,
      end of period                               |                         |   | $ | (7,106,572        | ) | $ | (6,572,025        | )
|                                                           |                         |   |   |                   |   |   |                   |  
|Loss per share (Basic and diluted)                         |                         |   | $ | (0.03             | ) | $ | (0.10             | )
|                                                           |                         |   |   |                   |   |   |                   |  
|Weighted
      average number of common shares outstanding |                         |   |   | 21,007,159        |   |   | 18,790,009        |  

3

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CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.) 
  (A Development Stage Enterprise) 
  (Unaudited) 
  Consolidated Balance Sheets
  (Expressed in U.S. Dollars)

|                                                            |   | September
      30,2003 |   |   | December
      31, 2002 |  
|----------------------------------------------------------- | - | ----------------------- | - | - | ----------------------- | -
|                                                            |   |                         |   |   |                         |  
|                                                            |   |                         |   |   |                         |  
|ASSETS                                                      |   |                         |   |   |                         |  
|                                                            |   |                         |   |   |                         |  
|Current                                                     |   |                         |   |   |                         |  
|Cash and cash equivalents                                   | $ | 55,462                  |   | $ | 1,422                   |  
|Accounts
      receivable                                   |   | 14,774                  |   |   | -                       |  
|                                                            |   |                         |   |   |                         |  
|Total current assets                                        |   | 70,236                  |   |   | 1,422                   |  
|                                                            |   |                         |   |   |                         |  
|Notes receivable                                            |   | 1,377,155               |   |   | -                       |  
|                                                            |   |                         |   |   |                         |  
|Discount on long term debt, net of accumulated amortization |   | 86,114                  |   |   | -                       |  
|                                                            |   |                         |   |   |                         |  
|Deposit on Synenco Energy Inc. share purchase               |   | 280,658                 |   |   | -                       |  
|                                                            |   |                         |   |   |                         |  
|Fixed assets                                                |   | -                       |   |   | 7,193                   |  
|                                                            |   |                         |   |   |                         |  
|Total assets                                                | $ | 1,814,163               |   | $ | 8,615                   |  
|                                                            |   |                         |   |   |                         |  
|LIABILITIES                                                 |   |                         |   |   |                         |  
|                                                            |   |                         |   |   |                         |  
|Current                                                     |   |                         |   |   |                         |  
|Accounts payable
      and accrued liabilities              | $ | 212,876                 |   | $ | 574,194                 |  
|Notes payable                                               |   | -                       |   |   | 330,541                 |  
|Due to shareholders                                         |   | 189,287                 |   |   | 204,347                 |  
|Current
      portion of long term debt                     |   | 1,592,121               |   |   |                         |  
|                                                            |   |                         |   |   |                         |  
|Total current liabilities                                   |   | 1,994,284               |   |   | 1,109,082               |  
|                                                            |   |                         |   |   |                         |  
|Long term
      debt                                        |   | -                       |   |   | -                       |  
|                                                            |   |                         |   |   |                         |  
|Total liabilities                                           |   | 1,994,284               |   |   | 1,109,082               |  
|                                                            |   |                         |   |   |                         |  
|STOCKHOLDER'S EQUITY (DEFICIENCY)                           |   |                         |   |   |                         |  
|                                                            |   |                         |   |   |                         |  
|Capital stock                                               |   | 2,282                   |   |   | 1,962                   |  
|                                                            |   |                         |   |   |                         |  
|Additional paid-in capital                                  |   | 6,894,617               |   |   | 5,414,303               |  
|                                                            |   |                         |   |   |                         |  
|Accumulated other comprehensive income (loss)               |   | 29,552                  |   |   | 22,359                  |  
|                                                            |   |                         |   |   |                         |  
|Deficit accumulated
      during development stage          |   | (7,106,572              | ) |   | (6,539,091              | )
|                                                            |   |                         |   |   |                         |  
|Total shareholders'
      deficiency                        |   | (180,121                | ) |   | (1,100,467              | )
|                                                            |   |                         |   |   |                         |  
|Total liabilities
      and shareholders' deficiency        | $ | 1,814,163               |   | $ | 8,615                   |  

Commitments

APPROVED ON BEHALF OF THE BOARD: ____________________________, Director
  ____________________________, Director

4

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CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.) 
  (A Development Stage Enterprise) 
  (Unaudited)
  Statement of Stockholders' Deficiency
  From August 11, 1998 (Date of Inception) to September 30, 2003

|                                                      |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   | Accumulated    |  | Total         |  
|----------------------------------------------------- | ----------- | - | - | ------ | - | - | ---------- | - | - | ------------- | - | - | ----------- | - | - | -------------- |  | ------------- | -
|                                                      |             |   |   |        |   |   | Additional |   |   | Compre-       |   |   | Accumulated |   |   | other compre-  |  | stockholders' |  
|                                                      | Common      |   |   | Stock  |   |   | paid-in    |   |   | hensive       |   |   | earnings    |   |   | hensive income |  | equity        |  
|                                                      | Shares      |   |   | Amount |   |   | capital    |   |   | income (loss) |   |   | (deficit)   |   |   | (loss)         |  | (deficiency)  |  
|                                                      |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|Shares issued to acquire 19% of New York Bagel        |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|Co., Inc. and to pay organization cost of $125 on     |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|August 11, 1998 valued at par value of $ 0.0001 per   | 5,000,000   |   | $ | 500    |   | $ | 5,591      |   | $ | -             |   | $ | -           |   | $ | -              |  | 6,091         |  
|share                                                 |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|Issuance of 500,000 common shares in August           |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|1998 at $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       | ) |   | -             |   |   | -           |   |   | -              |  | -             |  
|Components of comprehensive income                    |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|-Net loss for
      the period                        | -           |   |   | -      |   |   | -          |   |   | (2,994        | ) |   | (2,994      | ) |   | -              |  | (2,994        | )
|Total comprehensive income (loss)                     |             |   |   |        |   |   |            |   |   | (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 20,000 common shares on August 11,        |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|2000 in consideration of directors                    | 20,000      |   |   | 2      |   |   | -          |   |   | -             |   |   | -           |   |   | -              |  | 2             |  
|Stock dividend on December 12, 2000: 5.25 for one     | 29,835,000  |   |   | 2,983  |   |   | (2,983     | ) |   | -             |   |   | -           |   |   | -              |  | -             |  
|Components of comprehensive income (loss)             |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|-Net loss for
      the period                        | -           |   |   | -      |   |   | -          |   |   | (9,474        | ) |   | (9,474      | ) |   | -              |  | (9,474        | )
|Total comprehensive income (loss)                     |             |   |   |        |   |   |            |   |   | (9,474        | ) |   |             |   |   |                |  |               |  
|Balance, December 31, 2000                            | 36,855,000  |   |   | 3,685  |   |   | 7,408      |   |   |               |   |   | (12,468     | ) |   | -              |  | (1,375        | )
|Issuance of shares in consideration of legal services |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|performed                                             | 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         |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|shares of common stock of Cobratech Industries        | 5,999,591   |   |   | 600    |   |   | 1,686,297  |   |   | -             |   |   | -           |   |   | -              |  | 1,686,897     |  
|Inc.                                                  |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|Conversion of promissory notes into common            |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|stock, effective June 29, 2001                        | 1,304,153   |   |   | 130    |   |   | 2,006,792  |   |   | -             |   |   | -           |   |   | -              |  | 2,006,922     |  
|Components of comprehensive income (loss)             |             |   |   |        |   |   |            |   |   |               |   |   |             |   |   |                |  |               |  
|Net loss for the period                               | -           |   |   | -      |   |   | -          |   |   | (4,823,584    | ) |   | (4,823,584  | ) |   | -              |  | (4,823,584    | )
|Total comprehensive income (loss)                     |             |   |   |        |   |   |            |   |   | (4,823,584    | ) |   |             |   |   |                |  |               |  
|Balance, December 31, 2001                            | 17,808,744  |   |   | 1,781  |   |   | 3,713,131  |   |   |               |   |   | (4,836,052  | ) |   | -              |  | (1,121,140    | )

5

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CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.) 
  (A Development Stage Enterprise) 
  (Unaudited)
  Statement of Stockholders' Deficiency
  From August 11, 1998 (Date of Inception) to September 30, 2003

|                                                 |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  | Accumulated    |   | Total         |  
|------------------------------------------------ | ---------- |  |  | ------ |  |  | ---------- |  |  | ------------- | - |  | ----------- | - |  | -------------- | - | ------------- | -
|                                                 |            |  |  |        |  |  | Additional |  |  | Compre-       |   |  | Accumulated |   |  | other compre-  |   | stockholders' |  
|                                                 | Common     |  |  | Stock  |  |  | paid-in    |  |  | hensive       |   |  | earnings    |   |  | hensive income |   | equity        |  
|                                                 | Shares     |  |  | Amount |  |  | capital    |  |  | income (loss) |   |  | (deficit)   |   |  | (loss)         |   | (deficiency)  |  
|Balance, December 31, 2001                       | 17,808,744 |  |  | 1,781  |  |  | 3,713,131  |  |  |               |   |  | (4,836,052  | ) |  | -              |   | (1,121,140    | )
|Stock based compensation                         | -          |  |  | -      |  |  | 33,000     |  |  | -             |   |  | -           |   |  | -              |   | 33,000        |  
|Shares issued on conversion of debt              | 1,020,879  |  |  | 102    |  |  | 257,715    |  |  | -             |   |  | -           |   |  | -              |   | 257,817       |  
|Shares allotted pursuant to the debt settlement  |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|agreement in December                            | -          |  |  | -      |  |  | 1,016,872  |  |  | -             |   |  | -           |   |  | -              |   | 1,016,872     |  
|Shares issued in exchange for shares of Sentry   | 500,000    |  |  | 50     |  |  | 109,950    |  |  | -             |   |  | -           |   |  | -              |   | 110,000       |  
|Shares issued in exchange for consulting         | 100,000    |  |  | 10     |  |  | 22,990     |  |  | -             |   |  | -           |   |  | -              |   | 23,000        |  
|services                                         |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|Shares issued as the contingent consideration in |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|connection with Cobratech                        | 181,397    |  |  | 19     |  |  | 48,591     |  |  | -             |   |  | -           |   |  | -              |   | 48,610        |  
|Forgiveness of debt                              | -          |  |  | -      |  |  | 212,054    |  |  | -             |   |  | -           |   |  | -              |   | 212,054       |  
|Components of comprehensive income (loss)        |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|-Net Loss for the period                         | -          |  |  | -      |  |  | -          |  |  | (1,703,039    | ) |  | (1,703,039  | ) |  | -              |   | (1,703,039    | )
|-Foreign currency adjustment                     | -          |  |  | -      |  |  | -          |  |  | 22,359        |   |  | -           |   |  | 22,359         |   | 22,359        |  
|Total comprehensive income (loss)                |            |  |  |        |  |  |            |  |  | (1,680,680    | ) |  |             |   |  |                |   |               |  
|Balance, December 31, 2002                       | 19,611,020 |  |  | 1,962  |  |  | 5,414,303  |  |  |               |   |  | (6,539,091  | ) |  | 22,359         |   | (1,100,467    | )
|Shares issued pursuant to debt settlement        | 172,355    |  |  | 17     |  |  | 34,508     |  |  |               |   |  | -           |   |  | -              |   | 34,525        |  
|agreement                                        |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|Stock based compensation                         | -          |  |  | -      |  |  | 25,000     |  |  |               |   |  | -           |   |  | -              |   | 25,000        |  
|Warrants issued in conjunction with promissory   | -          |  |  | -      |  |  | 104,236    |  |  | -             |   |  | -           |   |  | -              |   | 104,236       |  
|notes                                            |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|Components of comprehensive income (loss)        |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|-Net Loss for the period                         | -          |  |  | -      |  |  | -          |  |  | (128,936      | ) |  | (128,936    | ) |  | -              |   | (128,936      | )
|-Foreign currency adjustment                     | -          |  |  | -      |  |  | -          |  |  | (33,221       | ) |  | -           |   |  | (33,221        | ) | (33,221       | )
|Total comprehensive income (loss)                |            |  |  |        |  |  |            |  |  | (162,157      | ) |  |             |   |  |                |   |               |  
|Balance March 31, 2003                           | 19,783,375 |  |  | 1,979  |  |  | 5,578,047  |  |  |               |   |  | (6,668,027  | ) |  | (10,862        | ) | (1,098,863    | )

6

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.) 
  (A Development Stage Enterprise) 
  (Unaudited)
  Statement of Stockholders' Deficiency
  From August 11, 1998 (Date of Inception) to September 30, 2003

|                                          |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  | Accumulated    |   | Total         |  
|----------------------------------------- | ---------- |  |  | ------ |  |  | ---------- |  |  | ------------- | - |  | ----------- | - |  | -------------- | - | ------------- | -
|                                          |            |  |  |        |  |  | Additional |  |  | Compre-       |   |  | Accumulated |   |  | other compre-  |   | stockholders' |  
|                                          | Common     |  |  | Stock  |  |  | paid-in    |  |  | hensive       |   |  | earnings    |   |  | hensive income |   | equity        |  
|                                          | Shares     |  |  | Amount |  |  | capital    |  |  | income (loss) |   |  | (deficit)   |   |  | (loss)         |   | (deficiency)  |  
|Balance, March 31, 2003                   | 19,783,375 |  |  | 1,979  |  |  | 5,578,047  |  |  |               |   |  | (6,668,027  | ) |  | (10,862        | ) | (1,098,863    | )
|Shares issued pursuant to debt settlement | 2,033,746  |  |  | 203    |  |  | 1,016,670  |  |  | -             |   |  | -           |   |  | -              |   | 1,016,873     |  
|agreements                                |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|Components of comprehensive income (loss) |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|-Net Loss for the period                  | -          |  |  | -      |  |  | -          |  |  | (339,345      | ) |  | (339,345    | ) |  | -              |   | (339,345      | )
|-Foreign currency adjustment              | -          |  |  | -      |  |  | -          |  |  | 161,833       |   |  | -           |   |  | 161,833        |   | 161,833       |  
|Total comprehensive income (loss)         |            |  |  |        |  |  |            |  |  | (177,512      | ) |  |             |   |  |                |   |               |  
|Balance June 30, 2003                     | 21,817,121 |  |  | 2,182  |  |  | 6,594,717  |  |  |               |   |  | (7,007,372  | ) |  | 150,971        |   | (259,502      | )
|Shares issued on a private placement      |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|-1,000,000 shares at $0.30 per share      | 1,000,000  |  |  | 100    |  |  | 299,900    |  |  | -             |   |  | -           |   |  | -              |   | 300,000       |  
|Components of comprehensive income (loss) |            |  |  |        |  |  |            |  |  |               |   |  |             |   |  |                |   |               |  
|-Net Loss for the period                  | -          |  |  | -      |  |  | -          |  |  | (99,200       | ) |  | (99,200     | ) |  | -              |   | (99,200       | )
|-Foreign currency adjustment              | -          |  |  | -      |  |  | -          |  |  | (121,419      | ) |  | -           |   |  | (121,419       | ) | (121,419      | )
|Total comprehensive income (loss)         |            |  |  |        |  |  |            |  |  | (220,619      | ) |  |             |   |  |                |   |               |  
|Balance September 30, 2003                | 22,817,121 |  |  | 2,282  |  |  | 6,894,617  |  |  |               |   |  | (7,106,572  | ) |  | 29,552         |   | (180,121      | )

7

---

CTI DIVERSIFIED HOLDINGS, INC. 
  (Formerly Unique Bagel Co., Inc.) 
  (A Development Stage Enterprise) 
  (Unaudited) 
  Consolidated statement of cash flows 
  (Expressed in U.S. Dollars)

|                                                                    |   | August 31, 1998    |   |   |             |   |   |             |  
|------------------------------------------------------------------- | - | ------------------ | - | - | ----------- | - | - | ----------- | -
|                                                                    |   | (inception) to     |   |   | Nine Months |   |   | Nine Months |  
|                                                                    |   | September 30, 2003 |   |   | September   |   |   | September   |  
|                                                                    |   | (cumulative)       |   |   | 30, 2003    |   |   | 30, 2002    |  
|                                                                    |   |                    |   |   |             |   |   |             |  
|Cash flows from operating activities                                |   |                    |   |   |             |   |   |             |  
|Net loss                                                            | $ | (7,106,572         | ) | $ | (567,481    | ) | $ | (1,400,812  | )
|Adjustments to reconcile net income
      to net cash provided by   |   |                    |   |   |             |   |   |             |  
|operating
      activities:                                         |   |                    |   |   |             |   |   |             |  
|Depreciation                                                        |   | 24,036             |   |   | 1,053       |   |   | 6,202       |  
|Stock-based
      compensation                                      |   | 58,000             |   |   | 25,000      |   |   | -           |  
|Impairment
      of goodwill                                        |   | 3,290,689          |   |   | -           |   |   | 934,197     |  
|Amortization
      of deferred charges and discount on promissory   |   |                    |   |   |             |   |   |             |  
|notes                                                               |   | 2,700              |   |   | 2,746       |   |   | -           |  
|Impairment
      of investments                                     |   | 560,850            |   |   | -           |   |   | -           |  
|Loss
      on disposition of assets                                 |   | 46,823             |   |   | 6,540       |   |   | -           |  
|Loss
      on disposition of subsidiaries                           |   | 1,313,636          |   |   | (9,544      | ) |   | -           |  
|Forgiveness
      of debt                                           |   | (15,617            | ) |   | -           |   |   | -           |  
|Shares
      issued for service                                     |   | 33,000             |   |   | -           |   |   | -           |  
|                                                                    |   | (1,792,455         | ) |   | (541,686    | ) |   | (460,413    | )
|Change in assets and liabilities:                                   |   |                    |   |   |             |   |   |             |  
|Increase
      in accounts receivable                               |   | (14,744            | ) |   | (14,774     | ) |   | -           |  
|Decrease
      (increase) in prepaid expenses                       |   | -                  |   |   | -           |   |   | 173         |  
|Increase
      (decrease) in accounts payable & accrued liabilities |   | 212,876            |   |   | (361,318    | ) |   | (13,027     | )
|Net
      liabilities acquired on acquisition of subsidiary         |   | (779,625           | ) |   | -           |   |   | -           |  
|                                                                    |   | (2,373,978         | ) |   | (917,778    | ) |   | (225,455    | )
|Cash flows from (used in) financing activities                      |   |                    |   |   |             |   |   |             |  
|Issuance of long term debt                                          |   | 3,805,401          |   |   | 1,592,121   |   |   | -           |  
|Increase (decrease) in notes payable                                |   | 87,800             |   |   | (330,541    | ) |   | 323,511     |  
|Increase (decrease) in due to shareholders                          |   | 728,296            |   |   | (15,060     | ) |   | 55,864      |  
|Issuance of shares                                                  |   | 320                |   |   | 320         |   |   | -           |  
|Increase in
      additional paid up capital                        |   | 1,480,314          |   |   | 1,480,314   |   |   | -           |  
|                                                                    |   | 6,102,131          |   |   | 2,727,154   |   |   | 379,375     |  
|Cash flows (used in) investing activities                           |   |                    |   |   |             |   |   |             |  
|Capital expenditures                                                |   | (74,161            | ) |   | -           |   |   | (4,473      | )
|Proceeds on sale of New York Bagel
      Inc.                       |   | 6,066              |   |   | -           |   |   | -           |  
|Investment in or advances to foreign
      subsidiaries             |   | (1,329,057         | ) |   | -           |   |   | -           |  
|Investment in or advances to Sentry
      Telecom Systems Inc.      |   | (567,449           | ) |   | -           |   |   | (33,226     | )
|Investment in notes receivable                                      |   | (1,657,813         | ) |   | (1,377,155  | ) |   | -           |  
|Deposit on Synenco Energy Inc. share
      purchase                 |   | (280,658           | ) |   | (280,658    | ) |   | -           |  
|Proceeds on sales of assets                                         |   | 24,886             |   |   | -           |   |   | -           |  
|Proceeds on
      sale of subsidiary                                |   | 9,544              |   |   | 9,544       |   |   | -           |  
|                                                                    |   | (3,587,984         | ) |   | (1,648,269  | ) |   | (37,699     | )
|Effect of exchange rate changes                                     |   | (84,707            | ) |   | (107,067    | ) |   | -           |  
|Increase in cash and cash equivalents                               |   | 55,462             |   |   | 54,040      |   |   | 116,221     |  
|Cash and cash equivalents, beginning of period                      |   | -                  |   |   | 1,422       |   |   | 949         |  
|Cash and cash equivalents, end of period                            |   | 55,462             |   | $ | 55,462      |   | $ | 117,170     |  
|Supplementary disclosure - non-cash transactions                    |   |                    |   |   |             |   |   |             |  
|Cash flows from (used in) financing
      activities                |   |                    |   |   |             |   |   |             |  
|Forgiveness
      of debt - related party                           | $ | (212,054           | ) | $ | -           |   | $ | -           |  
|Conversion
      of notes payable, amounts due to shareholders and  |   | 4,333,009          |   |   | 1,051,398   |   |   | -           |  
|account
      payable to common stock                               |   |                    |   |   |             |   |   |             |  
|Shares
      allotted for debt settlement                           |   | 1,016,872          |   |   | -           |   |   | -           |  
|Issuance
      of shares on acquisition of Subsidiary               |   | 1,851,598          |   |   | -           |   |   | -           |  
|                                                                    |   | 5,972,552          |   |   | 1,051,398   |   |   | -           |  
|Cash flows (used in) investing activities                           |   |                    |   |   |             |   |   |             |  
|Investment
      in subsidiary                                      |   | (1,851,598         | ) |   | -           |   |   | -           |  

8

---

|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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 with
          its existing assets 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 it's 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,
          it at all.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Summary of significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

9

---

|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Summary of significant
        accounting policies, continued
|-- | -------------------------------------------------------------
|   |                                                              
|   | (c)                                                          
|   |                                                              
|   | (d)                                                          
|   |                                                              
|   | (e)                                                          
|   |                                                              
|   | (f)                                                          
|   |                                                              
|   | (g)                                                          




---

|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Summary of significant
        accounting policies, continued
|-- | -------------------------------------------------------------
|   |                                                              
|   | (h)                                                          
|   |                                                              
|   | (i)                                                          
|   |                                                              
|   | (j)                                                          
|   |                                                              
|   | (k)                                                          
|   |                                                              
|   | (l)                                                          
|   |                                                              
|   | (m)                                                          

11

---

|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Notes receivable
        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 $1,377,155. 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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | Fixed assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                          |   |      |  |   | September
      30, |  |   |          |  |   | December
      31, | 
| | ------------------------ | - | ---- |  | - | ------------------- |  | - | -------- |  | - | ------------------ | 
| |                          |   |      |  |   | 2003                |  |   |          |  |   | 2002               | 
| |                          |   |      |  |   | Accumulated         |  |   | Net book |  |   | Net book           | 
| |                          |   | Cost |  |   | depreciation        |  |   | value    |  |   | value              | 
| | Computer
      equipment | $ | -    |  | $ | -                   |  | $ | -        |  | $ | 7,193              | 
| |                          | $ | -    |  | $ | -                   |  | $ | -        |  | $ | 7,193              | 

|5. | Notes payable
        The Company had no notes payable as at the end of the third quarter.                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                 
|6. | Due to shareholders
        The amounts due to shareholders were converted to equity in the year.
          They formerly consisted of notes payable, and bore interest at rates
          ranging from 7% to prime plus 5%, and were unsecured.

12

---

|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | Long term debt
        The notes payable are 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 8(b)).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8. | Stockholders' Equity (Deficiency)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

13

---

|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | Stockholders' Equity (Deficiency) continued
|-- | -------------------------------------------
|   |                                            
|   | (b)                                        

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Number of warrants |  | Exercise price |  | Expiry date  
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ |  | -------------- |  | -------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                    |  |                |  |              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 1,000,000          |  | $0.15          |  | May 2005     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 1,500,000          |  | $0.15          |  | March 2006   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 300,000            |  | $0.25          |  | December 2006
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2,800,000          |  |                |  |              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                   
|**9.** | 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 US 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 US $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.
        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 Canadian 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 US dollars per share expiring three years from the date
          of issue. On September 29, 2003, the company cancelled the agreement
          with the Howard Group. As of September 30, 2003, this 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 Canadian ($2,815,000) in cash and $1,200,000
          Canadian ($885,000) in Company stock at a price of $0.40 Canadian per
          share (approximately $0.296 per share) commencing March 31, 2004. To
          date, the Company has paid $379,000 Canadian dollars ($280,740) 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 would exist
          and if commenced, intends to resist vigorously.

14

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|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 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 US per hour. The company did not obligate itself to
        any particular level of legal services over that period with that provider.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15

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|CTI
      DIVERSIFIED HOLDINGS, INC. 
      (Formerly Unique Bagel Co., Inc.) 
      (A Development Stage Enterprise) 
      (Unaudited) 
      Notes to the Consolidated Financial Statements 
      September 30, 2003 
      (Expressed in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10. | Subsequent Events
      No material events occurred subsequent to the end of the third quarter.
|--- | -----------------------------------------------------------------------------------------------
|    |                                                                                                
|11. | Related Party Transactions                                                                     
|    |                                                                                                
|    | (a)                                                                                            

| |                                                                                                                                                                          |                                                                   | Nine
      month |  | Nine
      month | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------- | ---------------- |  | ---------------- | 
| |                                                                                                                                                                          |                                                                   | period ended     |  | period ended,    | 
| |                                                                                                                                                                          |                                                                   | September 30,    |  | September 30,    | 
| |                                                                                                                                                                          |                                                                   | 2003             |  | 2002             | 
| |                                                                                                                                                                          |                                                                   |                  |  |                  | 
| |                                                                                                                                                                          | Consulting fees paid or accrued to directors of the
      Company | 41,948           |  | 32,576           | 
| |                                                                                                                                                                          | (see Note 9 above)                                                |                  |  |                  | 
| |                                                                                                                                                                          | Interest
      paid to shareholders and related parties           | 169,597          |  | 48,754           | 
| |                                                                                                                                                                          |                                                                  
| | (b)                                                                                                                                                                      | See notes 7 and 8(b).                                            
| |                                                                                                                                                                          |                                                                  
| | Management is of the opinion that the
        terms and conditions of the above noted related party transactions are
        consistent with standard business practice.

16

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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 $1,309,000 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
| | -- | -------------------------------------------------------

17

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| | 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                                                                                                                       

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 Canadian dollars or approximately $1,361,600
  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 $65,032.70
  Canadian dollars (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, $287,000 of the existing
  $1,361,600 loan to Flowray and Flowstar will remain as a loan. The balance of
  the loan, or $1,074,100 (or $1,450,000 Canadian dollars), will be applied to
  the purchase price for the acquisition of Flowray shares. In addition to the
  loan of $287,000, we have agreed to increase the loan by an additional $1,083,400,
  for a total loan of $1,370,400 (or $1,850,000 Canadian dollars). 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.

18

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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 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 Canadian
        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 Canadian
        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 Canadian 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

19

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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.

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 Canadian Dollars, or approximately
  $1,081,500 to fully complete the transaction. Cash payments are scheduled as
  follows:

$  896,300
  by December 31, 2003
           $   185,200
  by January 15, 2004 
            $1,081,500

Additionally, we are currently experiencing a working capital
  deficiency of approximately $213,000.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.

20

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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 loss for the three quarters ended September
  30, 2003 of $567,481 compared to a net loss of $1,735,973for the comparable
  period in 2002 This loss includes general and administrative costs totaling$595,034 compared to $795,411 for the three quarters ended September 30,
  2002.

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 income from other items of $27,553 for the
  first nine months of 2003 compared to a net loss of $940,562 for same period
  in 2002. The income from other items for the first three quarters of 2003 consisted
  primarily of interest earned on promissory notes. The loss of $940,562 in the
  same period of fiscal 2002 was 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 $7,106,572.

During the first three quarters of 2003, our cash position
  increased to $55,462 from $1,422. We had a deficit of $917,778 of cash from
  operations 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 $1,648,269 in investing
  activities in the first three quarters of

21

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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 $2,727,154 from financing activities, resulting in a net increase
  in our cash position for the period of $54,040. The cashflow from financing
  activities is primarily a result of loan advances made to the Company and the
  issuance of some common shares (see Part II, Item 2).

During the first three quarters of this year we issued stock
  valued at $203 in settlement of accounts payable, notes payable and shareholders
  loans of $1,016,873.

The Company had $1,994,284 in total liabilities at June 30,
  2003 compared to $1,109,082 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 approximately $1,377,000 to Flowstar, and make a deposit on the
  purchase of Synenco shares of $280,658.

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.

ITEM 2.     CHANGES IN SECURITIES
  AND USE OF PROCEEDS

Effective December 2, 2002, we had agreed to issue 2,033,493
  shares of our common stock at an agreed price of $0.50 per share, for an aggregate
  total of $1,016,746, for the settlement of debts owed by our Company. The price
  of $0.50 was significantly in excess of the trading price of our stock at the
  time of the transaction, and was an agreed price between the parties. This debt
  conversion occurred in the second quarter of 2003. 608,394 shares were issued
  to a company beneficially holding 12.76% of our common stock, including the
  exercise of certain warrants. Mr. John Anderson, our President, CEO and Director,
  received 215,484 shares.

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

22

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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 US 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
  US $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.

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
  Canadian 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 US 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.

23

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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 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 US 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 Canadian dollars (approximately $3,700,000) by way of $3,800,000
  Canadian ($2,815,000) in cash and $1,200,000 Canadian ($885,000) in Company
  stock at a price of $0.40 Canadian per share (approximately $0.296 per share)
  commencing March 31, 2004. To date, the Company has paid $379,000 Canadian dollars
  ($280,740) 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 Canadian).
  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.

24

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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)                                                                      

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|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 filedon April 29, 2003).                                                              
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                          
|16.0* |  | David J. Maxwell Ltd - Letter re: Change in Certifying
        Accountant (incorporated by reference to the Companys Form 10-KSB
        filed on April 17, 2001)                       
|      |  |                                                                                                                                                                                          
|21.1* |  | Schedule of Subsidiaries of 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    |  | 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

Reports on Form 8-K

April 29, 2003reporting 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 24, 2003, reporting 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.

September 30, 2003, reporting the sale to an arms length
  purchaser all shares held by the Company in three subsidiaries whose operations
  have ceased. The subsidiaries sold were (1) Cobratech Industries Inc., which
  in turn owned subsidiaries in Asia; (2) Sentry Telecom Systems Inc.; and (3)
  626820 B.C. Ltd. whose sole asset was common shares in the capital of Sentry
  Telecom Systems Inc. The sale of these subsidiaries is consistent with the Companys
  new business focus in the oil and gas sector in Alberta.

October 2, 2003 reporting to change its name to Wescorp Energy
  Inc. The name better reflects and is consistent with the Companys new
  business focus in the oil and gas sector

26

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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 14 day of November, 2003.

|                        | CTI DIVERSIFIED HOLDINGS INC.                       
|----------------------- | ----------------------------------------------------
|                        |                                                     
|Date: November 18, 2003 | By:
      /s/ John Anderson                         
|                        | John Anderson, Chief Executive Officer and Director 
|                        |                                                     
|                        | By:
      /s/ Terry Mereniuk                        
|                        | Terry Mereniuk, Chief Financial Officer and Director

27

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