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

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

FORM 10-QSB
Amendment No. 1

(Mark One)

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

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ______________

Commission File Number 000-30095

WESCORP ENERGY INC.
(Exact name of registrant as specified in its charter)

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

8709 – 50 Avenue, Edmonton AB., Canada T6E 5H4
(Address of principal executive offices) (Zip Code)

(877) 644-6638
(Registrant’s telephone number, including area code)

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

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

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

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

Number of shares outstanding of the registrant’s class of common stock as of December 09, 2003: 22,817,121.

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

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

FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (COLLECTIVELY, “FORWARD-LOOKING STATEMENTS”). FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS – INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY REPORT ON FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE COMPANY WILL NOT COMPLETE ITS PROPOSED ACQUISITIONS OR ANY OTHER SUITABLE ACQUISITIONS, THAT ITS MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL; IN ADDITION, IF SAID ACQUISITIONS ARE COMPLETED THEY MAY BE UNSUCCESSFUL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.

CURRENCIES

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

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

Index

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

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

See the accompanying condensed notes

2

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

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

See the accompanying condensed notes.

3

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

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

See the accompanying condensed notes.

4

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

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

See the accompanying condensed notes.

5

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

NOTE 1 – BASIS OF PRESENTATION

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

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

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

6

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

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

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

Fixed Assets
Fixed assets are recorded at historical cost.

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

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

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

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

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

7

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

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

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

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

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

8

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

NOTE 3 – NOTES RECEVIABLE

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

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

NOTE 4 – NOTES PAYABLE AND LONG-TERM DEBT

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

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

NOTE 5 – DUE TO SHAREHOLDERS

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

9

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

NOTE 6 – COMMON STOCK AND WARRANTS

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

On September 12, 2003, the Company completed a private placement of 1,000,000 units at the price of $0.30 per unit for total proceeds of $300,000. Each unit consists of one share of common stock and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.35 at any time until the close of business on September 12, 2005. The shares and warrants were issued to a non-U.S. person outside the United States in reliance upon an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The Company intends to use the proceeds of the private placement for general working capital.

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

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

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

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

NOTE 7 – COMMITMENTS

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

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

NOTE 7 – COMMITMENTS (continued)

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

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

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

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

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

NOTE 7 – COMMITMENTS (continued)

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

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

NOTE 8 – SUBESQUENT EVENTS

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

NOTE 9 – RELATED PARTY TRANSACTIONS

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

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

See Notes 6 and 7.

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

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

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

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

We currently have no revenue from operations, we are in a start-up phase with our existing assets and we have no significant assets, tangible or intangible. There can be no assurance that we will generate revenues in the future, or that we will be able to operate profitably in the future, if at all. We have incurred significant net losses in each fiscal year since inception of our operations.

In order to continue with our revised business plan, we will require additional equity or debt funding within approximately six months if we do not complete any acquisitions, and we may require funding sooner if we identify and complete an acquisition or investment. There can be no assurance we will be successful in obtaining additional financing on favorable terms, if at all. We have limited funds to maintain our own ongoing expenses, and we currently have significant current liabilities that will need to be paid in the ordinary course of business. Without an infusion of new capital, the Company will not be able to maintain current operations beyond these periods.

We are also continuing to experience negative cash flows from operations. We will likely be required to place additional securities in new financings to make up for such negative cash flow. Such transactions may have a negative or depressing effect on the trading prices for our publicly-traded common stock.

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

1.	Improve, upgrade and expand our business infrastructure
2.	Hire, train and retain key management for our company and ensure any target company does the same
3.	Advance the commercialization development programs for target companies so they become cash flow positive as soon as is practically possible
4.	Maintain adequate financial resources

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Our Company's future opportunities for success greatly depends on the continued employment of and performance by senior management, including the successful hiring of a permanent Chief Executive Officer experienced in the oil and gas industry, and any applicable key personnel employed by potential target companies. We would be materially adversely affected if one or more of the senior management team do not continue to perform in their present positions, if we are unable to hire an experienced President and CEO, or if we or potential targets are unable to hire and train a sufficient number of qualified management, professional, technical and regulatory personnel.

Management Changes

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

Proposed Acquisition

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

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

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

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

Business of Flowstar and Flowray.

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

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

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

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

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

14

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

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

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

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

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

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

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

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

Plan of Operation Overview

The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position of our Company should be read in conjunction with our most recent financial statements and notes appearing elsewhere in this Form 10-QSB; and our 10-KSB filed on May 16, 2003.

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

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

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Plan of Operation for the Next Twelve Months

Our future operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful which would significantly affect our ability to roll out our revised business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to its available cash and to seek additional means of financing in order to satisfy its working capital and other cash requirements.

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

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

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

These estimates may differ significantly after our needs are more fully developed. Our operations have been funded to date by debt and equity financing. We are relying on these sources of funding in order to provide our company with sufficient capital to continue our development and operational plans. There can be no assurance that the past trend will continue, which would significantly affect the financial condition of our Company and our ability to close the Flowstar and Flowray transaction.

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

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

Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future. To the extent that we require additional funds to support our operations or the expansion of our business, we may sell additional equity or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to our company or on acceptable terms.

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

Financing

On September 12, 2003, CTI Diversified Holdings, Inc. (the "Company") completed the private placement of 1,000,000 units at the price of $0.30 per unit for total proceeds of $300,000. Each unit consists of one share of common stock and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.35 at any time until the close of business on September 12, 2005. The shares and warrants were issued to a non-U.S. person outside the United States in reliance upon an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The Company intends to use the proceeds of the private placement for general working capital.

Results from Operations – 2003 Compared to 2002

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

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

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

Liquidity and Capital Resources – 2003 Compared to 2002

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

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

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

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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

PART II – OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

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

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ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

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

On September 12, 2003, CTI Diversified Holdings, Inc. (the "Company") completed the private placement of 1,000,000 units at the price of $0.30 per unit for total proceeds of $300,000. Each unit consists of one share of common stock and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.35 at any time until the close of business on September 12, 2005. The shares and warrants were issued to a non-U.S. person outside the United States in reliance upon an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The Company intends to use the proceeds of the private placement for general working capital.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

There were no defaults of senior securities in the quarter.

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

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

ITEM 5.     OTHER INFORMATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit
Number	Description
2.0*	Share Purchase Agreement dated, for reference, December 20, 2000, between the persons defined as Vendors and as listed in Schedule "A" to the agreement, Cobratech Industries Inc., and Unique Bagel Co., Inc. (Incorporated by reference to Exhibit 2.0 to the Company’s Form 10-KSB filed on April 17, 2001)
2.1*	Share Purchase Agreement dated, for reference, January 18, 2002, between the Company, Neil Cox and Leila Lolua, for the purchase of 7,160,000 shares of Sentry Telecom Systems Inc. in exchange for 500,000 shares of the Company
2.2*	Financial Statements of Cobratech for the period ending October 15, 2000, and year ending December 31, 1999. (Incorporated by reference to Form 8-K filed on March 27, 2001)
2.3.1*	Loan Agreement dated January 28, 2003 between the Company and AHC Holdings Ltd. Addendum to the Loan Agreement dated February 6, 2003 providing AHC a warrant to purchase 1,000,000 shares of the Company’s common stock at $0.15 per share as a bonus for providing the Loan. (Incorporated by reference to Form 8-K filed April 28, 2003).
2.3.2*	Finder’s Fee Agreement dated January 28, 2003 between the Company and Terry Mereniuk, under which Mr. Mereniuk was granted a warrant to purchase 500,000 shares of the Company’s common stock for $0.15 per share. (Incorporated by reference to Form 8-K filed April 28, 2003).
2.3.3*	Share Purchase Warrants dated March 6, 2003 issued to Terry Mereniuk and AHC Holdings Ltd. (Incorporated by reference to Form 8-K filed April 28, 2003).
2.3.4*	Letter of Intent to purchase a 51% equity interest in Flowstar and Flowray dated February 6, 2003 (Incorporated by reference to Form 8-K filed on April 28, 2003).
2.3.5*	Amendment to the Letter of Intent dated April 9, 2003 extending deadlines for certain cash payments (Incorporated by reference to Form 8-k filed on April 28, 2003).
3.1.1*	Articles of Incorporation of Unique Bagel Co., Inc. a Delaware corporation (now CTI Diversified Holdings, Inc.) dated August 11, 1998. (Incorporated by reference to Exhibit 2.2 of the Company’s Form 10SB12G, filed with the SEC on March 24, 2000.)
3.1.2*	Certificate of Amendment of the Certificate of Incorporation of Unique Bagel Co., Inc., a Delaware corporation dated January 10, 2001, changing the name Unique Bagel to CTI Diversified Holdings, Inc. ((incorporated by reference to Exhibit 3.1.2 to the Company’s Form 10-KSB filed on April 17, 2001)
3.1.3*	Memorandum of Incorporation of Cobra Energy Ltd., a British Columbia corporation, dated October 24, 1997. (Incorporated by reference to Exhibit 3.1.3 to the Company’s Form 10-KSB filed on April 17, 2001)
3.1.4*	Altered Memorandum of Cobra Energy Ltd., a British Columbia corporation, dated September 7, 1999, changing the name Cobra Energy Ltd., to Cobratech Industries Inc. ((incorporated by reference to Exhibit 3.1.4 to the Company’s Form 10-KSB filed on April 17, 2001)
3.2*	Bylaws of Unique Bagel Co., Inc. (now CTI Diversified Holdings, Inc., a Delaware corporation), dated August 11, 1998. (Incorporated by reference to Exhibit 3.1of the company’s Form 10SB12G, filed with the SEC on March 24, 2000)
3.2.1*	Bylaws/Articles of Cobra Energy Ltd., a British Columbia corporation, dated October 24, 1997 (Incorporated by reference to Exhibit 2.0 to the Company’s Form 10-KSB filed on April 17, 2001)
10.1*	Audit committee charter (incorporated by reference to the Company’s Form 10-KSB filed on April 29, 2003).
10.2*	Audit committee terms of reference (Incorporated by reference to the Company’s Form 10-KSB filed on April 29, 2003).

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16.0*	David J. Maxwell Ltd - Letter re: Change in Certifying Accountant (incorporated by reference to the Company’s Form 10-KSB filed on April 17, 2001)
21.1*	Schedule of Subsidiaries of CTI Diversified Holdings, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-KSB filed on April 17, 2001)
23.1*	Consent of Moore Stephens Ellis Foster Ltd. Chartered Accountants (incorporated by reference to the Company’s Form 10-KSB filed on April 17, 2001)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed

(b) Reports on Form 8-K

April 29, 2003 reporting the loan from AHC, the loan to Flowstar and Flowray, the proposed transaction to acquire an interest in Flowstar and Flowray, the resignation of Mr. Donald Farnell, the appointment of Mr. John Anderson as President & CEO, and the appointment of Mr. Terry Mereniuk as CFO.

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

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

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

December 18, 2003 reporting a change of accountants;

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

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SIGNATURES

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

	WESCORP ENERGY INC.
Date: January 2, 2004	By:	/s/ John Anderson
		John Anderson, Chief Executive Officer and Director
	By:	/s/ Terry Mereniuk
		Terry Mereniuk, Chief Financial Officer and Director

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