UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ________________________
 FORM
10-QSB
 ________________________
 (Mark
One)
 XX   QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF
1934
 For the
quarterly period ended MARCH 31, 2005
 
 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For the
transition period from __________ to ___________
 
 Commission
file number: 033-05384
 
 
 GTDATA
CORPORATION
 (Exact
name of Registrant as specified in its charter)
 
 
 NEVADA
    87-0443026(State
      or other Jurisdiction of
    (IRS
      Employer I.D. No.)Incorporation
      or organization)
 
 
 
 
 7045 WILD
WAVE DRIVE
 LAS
VEGAS, NEVADA 89131
 (702)
839-0724
 (Address,
including zip code, and telephone and facsimile numbers, including
 area
code, of registrant's executive offices)
 ___________________________
 
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 
 Indicate
by check mark whether 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.
 [X] Yes [
] No
 
 Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of March 31, 2005:
 11,710,824
shares of common stock, $.001 par value per share.
 
 
 PART I -
FINANCIAL INFORMATION
 
 ITEM 1.
FINANCIAL STATEMENTS.
      ASSETSCurrent
      assetsCash
    
    $
    1,149Total
      current assets
    
    
    1,149Mineral
      Rights
    
    
    80,000Total
      assets
    
    $
    81,149LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
    
    $
    212,737Due
      to related parties
    
    
    38,500Total
      current liabilities
    
    
    251,237Total
      liabilities
    
    
    251,237Commitments
      and contingencies
    
    
    -Stockholders'
      deficitSeries
      A preferred stock, $0.001 par value; 1 shareauthorized,
      issued and outstanding
    
    
    -Series
      B preferred stock, $0.001 par value; 10,000,000authorized;
      and no shares issued or outstanding
    
    
    -Common
      stock, $0.001 par value; 250,00,000 sharesauthorized,
      11,710,824 shares issued and outstanding
    
    
    11,711Additional
      paid-in capital
    
    
    2,952,852Accumulated
      deficit
    
    
    (3,134,650
    )Total
      stockholders' deficit
    
    
    (170,087
    )Total
      liabilities and stockholders' deficit
    
    $
    81,149
 **- 1
-**
 
 GTDATA CORPORATION
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
 For
      the Three Months EndedMarch
      31, 2004
    
    March
      31, 2004Revenue
    
    $
    -
    
    $
    -Operating
      expensesGeneral
      and administrative
    
    
    8,500
    
    
    54,190Total
      operating expenses
    
    
    8,500
    
    
    54,190Operating
      loss from continuing operations
    
    
    (8,500
    )
    
    (54,190
    )Other
      income (expense):Interest
      expense, net
    
    
    -
    
    
    -Total
      other income (expense)
    
    
    -
    
    
    -Loss
      from continuing operations before provision for income
    taxes
    
    
    (8,500
    )
    
    (54,190
    )Provision
      for income taxes
    
    
    -
    
    
    -Net
      loss
    
    $
    (8,500
    )
    $
    (54,190
    )Earnings
      (loss) per common share - basic and diluted:Net
      loss
    
    $
    (0.00
    )
    $
    (0.09
    )Weighted
      average common shares outstanding -Basic
      and diluted
    
    
    8,587,938
    
    
    590,121


**- 2
-**
 
 GTDATA CORPORATION
STATEMENT OF STOCKHOLDERS DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(UNAUDITED)
 TotalPreferred
      A
    
    Preferred
      B
    
    Common
      Stock
    
    Additional
    
    Accumulated
    
    Stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in
      Capital
    
    Deficit
    
    DeficitBalance,
      December 31, 2004
    
    
    -
    
    $
    -
    
    
    -
    
    $
    -
    
    
    1,852,390
    
    $
    1,853
    
    $
    2,882,710
    
    $
    (3,126,150
    )
    $
    (241,587
    )Issuance
      of shares in exchange formineral
      claims
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,858,434
    
    
    9,858
    
    
    70,142
    
    
    
    
    
    80,000Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (8,500
    )
    
    (8,500
    )Balance,
      March 31, 2005
    
    
    -
    
    $
    -
    
    
    -
    
    $
    -
    
    
    11,710,824
    
    $
    11,711
    
    $
    2,952,852
    
    $
    (3,134,650
    )
    $
    (170,087
    )


**- 3
-**
 GTDATA CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)

For
      the Three Months EndedMarch
      31, 2005
    
    March
      31, 2004CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
    
    $
    (8,500
    )
    $
    (54,190
    )Adjustments
      to reconcile loss from continuingoperations
      to net cash used in operating activities:Stock
      based expenses
    
    
    -
    
    
    40,000Changes
      in operating assets and liabilities:Prepaid
      expenses
    
    
    -
    
    
    -Other
      receivable - related party
    
    
    
    
    
    -Accounts
      payable and accrued liabilities
    
    
    -
    
    
    (24,909
    )Interest
      payable
    
    
    -
    
    
    -Net
      cash used in operating activities of continuing operations
    
    
    (8,500
    )
    
    (39,099
    )CASH
      FLOW FINANCING ACTIVITIESProceeds
      from issuance of common stock
    
    
    -
    
    
    -Proceeds
      from borrowings from related parties
    
    
    -
    
    
    38,000Proceeds
      from borrowings on notes payable to related parties
    
    
    8,500
    
    
    -Net
      cash provided by financing activities of continuing
    operations
    
    
    8,500
    
    
    38,000NET
      CHANGE IN CASH
    
    
    -
    
    
    (1,099
    )CASH
      AT BEGINNING OF YEAR
    
    
    1,149
    
    
    4,363CASH
      AT END OF PERIOD
    
    $
    1,149
    
    $
    3,264SUPPLEMENTAL
      INFORMATIONInterest
      Paid
    
    $
    -
    
    $
    -Income
      Taxes Paid
    
    $
    -
    
    $
    -Shares
      issued to acquire assignment ofmineral
      claims
    
    $
    80,000
    
    $
    -Shares
      issued to satisfy Companydebt
      to its President
    
    $
    -
    
    $
    40,000Shares
      issued to satisfy Companydebt
      to a shareholder
    
    $
    -
    
    $
    456,961


**- 4
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 (UNAUDITED)
 1.  BASIS
OF PRESENTATION
 
 The
accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. The financial statements should be read in
conjunction with the Form 10-KSB for the year ended December 31, 2004 of GTData
Corporation (the "Company").
 
 The
interim financial statements present the balance sheet, statements of
operations, stockholders' equity and cash flows of GTData Corporation. The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.
 
 The
interim financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of March 31,
2005 and the results of operations, stockholders' equity and cash flows
presented herein have been included in the financial statements. Interim results
are not necessarily indicative of results of operations for the full year.
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires 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 and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
 Going
concern - The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred net losses of
approximately $8,500 for the three months ended March 31, 2005, has current
liabilities in excess of current assets by approximately $250,000 and currently
has no operations other than managing its corporate affairs. The company’s
ability to raise additional capital through the future issuances of the common
stock is unknown. The obtainment of additional financing, the successful
development of a business operation, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company’s ability to continue as a going concern. The
consolidated financial statements of the Company do not include any adjustments
that may result from the outcome of these aforementioned
uncertainties.
 
 Reclassifications -
Certain reclassifications have been made in the prior period financial
statements to conform to the current presentation.
 
 Common
Stock - During
2004, the Company approved a 1-for-10 reverse stock split on its common stock.
Accordingly, the accompanying financial statements have been retroactively
adjusted as if the reverse stock split had occurred at the Company’s
inception.
 
 
 **- 5
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 (UNAUDITED)
 
 2.  SIGNIFICANT
ACCOUNTING POILICIES
 
 Use of
estimates - The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires 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 consolidated financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
 
 Stock-based
compensation - The
Company applies Accounting Principles Board (“APB”) Opinion No. 25, Accounting
for Stock Issued to Employees, and Related Interpretations, in accounting for
stock options issued to employees. Under APB No. 25, employee compensation cost
is recognized when estimated fair value of the underlying stock on date of the
grant exceeds exercise price of the stock option. For stock options and warrants
issued to non-employees, the Company applies Statements of Financial Accounting
Standards (“SFAS”) No. 123 Accounting for Stock-Based Compensation, which
requires the recognition of compensation cost based upon the fair value of stock
options at the grant date using the Black-Scholes option pricing
model.
 
 The
Company issued no stock, neither granted warrants or options, to employees for
compensation for the three months ended March 31, 2005.
 
 3.
    MINERAL
      RIGHTS
 
 On
January 19, 2005, the Company entered into an Assignment and Assumption
Agreement (“Agreement”) with a Company that holds and Option Purchase Agreement
(“Contract”) for purchase and sale of property in British Columbia, Canada. In
consideration for the Agreement, the Company issued 9,858,434 shares of common
stock valued at $80,000.00. On January 22, 2005, the registrant acquired the
100% interest in a copper, gold and platinum mineral prospect (the "Property").
The Property consists of 20 claim units in central British Columbia, Canada
approximately 45 miles east of Williams Lake. The Property is located in the
central Quesnel Trough and adjoins the south border of Imperial Metals', Mount
Polley copper/gold mine.
 
 4.
    DUE
      TO RELATED PARTIES
 
 Related
parties to the company have advanced funds to pay ongoing operating expenses of
the company. As of March 31, 2005, the Company had a remaining balance due to a
related parties of $38,500.
 
  
 **- 6
-**
 ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
 
 PLAN OF
OPERATIONS
 
 Overview
 
 GTDATA is
a Nevada based corporation. During most of 2003, it conducted its business
operations through its then wholly-owned subsidiaries, TSLi and GTDATA Delaware.
(GTDATA Delaware is merely a legal entity; it has no assets or operations of any
nature). On November 17, 2003, GTDATA?s Board of Directors voted unanimously to
sign a General Assignment Agreement with The Hamer Group that effectively
resulted in the liquidation of TSLi. The decision by GTDATA?s Board of Directors
was based primarily on the significant deterioration of both TSLi?s customer
base and its financial condition. Also factoring into the board?s decision was
the fact that the Company received notice that TSLi?s revolving credit line
would not be renewed by its current lender when the agreement expired on
November 15, 2003. The impending loss of TSLi?s credit line, coupled with the
significant deterioration in TSLi?s customer base, rendered TSLi?s chances of
survival almost nonexistent. As a result, on November 17, 2003, the Board of
Directors of GTDATA voted unanimously to liquidate TSLi.
 
 The
liquidation of TSLi left GTDATA Corporation with no business operations of any
kind. The decision to liquidate TSLi provided the Company?s Board of Directors
with the opportunity to restructure GTDATA’s debts so that GTDATA could continue
as a going concern. However, there can be no assurances that GTDATA will be able
to continue as a going concern. This is especially true in light of the fact
that at fiscal year end, GTDATA had only $1,149 in assets as compared to
$242,737 in liabilities.
 
 On
January 22, 2005, we acquired a 100% interest in a copper, gold and platinum
mineral prospect (the ?Property?). The Property consists of 20 claim units in
central British Columbia, Canada approximately 45 miles east of Williams Lake.
The Property is located in the central Quesnel Trough and adjoins the south
border of Imperial Metals?, Mount Polley copper/gold mine. Our business plan is
now to explore and develop the potential minerals on the Property. Currently,
GTDATA does not have any employees drawing a salary nor does it have any
products or services to offer for sale or to use to generate revenues.
 
 Liquidity,
Capital Resources, and Contingencies
 
 The
Company currently has a number of obligations that it is unable to meet without
generating revenues or raising additional capital. If the Company cannot
generate revenues or raise additional capital in the near future, the Company
will not be able to develop its business plan and may become insolvent and its
stock would become illiquid or worthless.
 
 The
Company expects to continue using stock to satisfy its liabilities as it
continues to cope with both its net losses and working capital shortfall. With
no current means to generate revenues, the Company must secure additional
funding if it is to continue as a going concern. The Company?s short-term plan
for the survival of its continuing operations is to minimize expenses and to
issue common stock to satisfy both its existing liabilities and any liabilities
incurred in the immediate future while it attempts to secure additional
financing. Without an immediate cash infusion, it is not likely that the Company
will be able to continue as a going concern.
 
 Forward-Looking
Statements:
 Many
statements made in this report are forward-looking statements that are not based
on historical facts. Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by these forward-looking
statements. The forward-looking statements made in this report relate only to
events as of the date on which the statements are made.
 
 **- 7
-**
 
 ITEM 3 -
CONTROLS AND PROCEDURES.
 
 We have
evaluated, with the participation of our Principal Executive Officer and
Principal Financial Officer, the effectiveness of our disclosure controls and
procedures as of March 31, 2005. Based on this evaluation, our Principal
Executive Officer and Principal Financial Officer has concluded that our
disclosure controls and procedures are effective to ensure that we record,
process, summarize, and report information required to be disclosed by us in our
quarterly reports filed under the Securities Exchange Act within the time
periods specified by the Securities and Exchange Commission's rules and forms.
During the quarterly period covered by this report, there were no changes in our
internal controls over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 PART II -
OTHER INFORMATION
 
 ITEM 1.
LEGAL PROCEEDINGS.
 
 Not
Applicable
 
 ITEM 2.
CHANGES IN SECURITIES AND USE OF PROCEEDS.
 
 Not
Applicable
 
 ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
 
 Not
Applicable.
 
 ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 Not
Applicable.
 
 ITEM 5.
OTHER INFORMATION.
 
 Not
Applicable.
 
 ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K.
 
 (a)
Exhibits
 
 EXHIBIT
NUMBER.  DESCRIPTION
 
 31.1
    Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities
      Exchange Act of 1934, as amended32.1
    Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The
      Sarbanes-Oxley Act of 2002.
 
 (b)
Reports on Form 8-K.
 
 On
January 24, 2005, the Company filed its current report on Form 8-K disclosing
its acquisition of a 100% interest in
 a copper,
gold and platinum mineral prospect (the "Property"). The Property consists of 20
claim units in central
 British
Columbia, Canada approximately 45 miles east of Williams Lake.
 
 **- 8
-**
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act of 1934, the registrant
caused this report to be signed
 on its
behalf by the undersigned, thereunto duly authorized.
 
 
 Date: May
13, 2005
 
 GTDATA
CORPORATION
 
 
 By:
/s/ Robert Genesi
 Name:
Robert Genesi
 Title:
Principal Executive Officer
 Principal
Financial Officer