**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB / A**





**[
                X ]**
            **QUARTERLY
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended  **June
      30, 2005**





**[  
                ]**
            **TRANSITION
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from___________ to___________








**Commission
      file number** **000-30919**








**CTT
                INTERNATIONAL DISTRIBUTORS INC.**(Exact
                name of small business issuer as specified in its
                charter)








Incorporated
                in the State of Delaware
              (State
                or other jurisdiction of incorporation or organization)
            98-6218467
              (I.R.S.
                Employer Identification No.)Suite
                1000, 885 Dunsmuir Street, Vancouver, British Columbia, V6C
                1N5,Canada
              (Address
                of principal executive offices)604-733-2600
              (Issuer’s
                telephone number)1145
                West 7thAvenue, Vancouver, British Columbia, V6H 1B5, Canada
              (Former
                name, former address and former fiscal year, if changed since last
                report)








**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.


**Class**
            **Outstanding
                at August 12, 2005**Common
                Stock - $0.0001 par value
            10,317,101





Transitional
      Small Business Disclosure Format (Check one): **Yes
      [ ] No [ X ]**


***Page
          - 1***





**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**








**CTT
      International Distributors Inc.**


(A
      Development Stage Company)


June
      30,
      2005







Consolidated
      Balance Sheets





Consolidated
      Statements of Operations





Consolidated
      Statements of Cash Flows





Notes
      to the Consolidated Financial Statements





***Page
          - 2***







CTT
      International Distributors Inc.


(A
      Development Stage Company)


Consolidated
      Balance Sheet


(Expressed
      in US dollars)








June
                30,
              2005
              $
            
            
            December
                31,
              2004
              $(Unaudited)
            
            
            (Audited)ASSETSCurrent
                AssetsCash
            
            5,945
            
            
            28,124Accounts
                receivable
            
            8,700
            
            
            22,829Inventory
            
            7,100
            
            
            400Total
                Current Assets
            
            21,745
            
            
            51,353Deferred
                Stock Offering Costs (Note 2(m))
            
            12,067
            
            
            -Intangible
                Assets (Note 3)
            
            1,875
            
            
            2,188Total
                Assets
            
            35,687
            
            
            53,541LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
                LiabilitiesAccounts
                payable
            
            84,652
            
            
            63,534Accrued
                liabilities
            
            12,157
            
            
            13,996Due
                to related party (Note 4(a))
            
            11,694
            
            
            11,156Note
                payable (Note 5)
            
            8,736
            
            
            8,736Total
                Liabilities
            
            117,239
            
            
            97,422Contingencies
                and Commitments (Notes 1 and 6)Stockholders’
                Equity (Deficit)Preferred
                Stock
              Authorized:
                5,000,000 preferred shares with a par value of $0.0001
              Issued
                and outstanding: nil
            
            -
            
            
            -Common
                Stock
              Authorized:
                30,000,000 common shares with a par value of $0.0001
              Issued
                and outstanding: 10,317,101 shares
            
            1,032
            
            
            1,032Additional
                Paid in Capital
            
            38,752
            
            
            38,752Donated
                Capital
            
            6,500
            
            
            3,500Accumulated
                Deficit
            
            (127,836
            )
            
            (87,165
            )Total
                Stockholders’ Equity (Deficit)
            
            (81,552
            )
            
            (43,881
            )Total
                Liabilities and Stockholders’ Equity (Deficit)
            
            35,687
            
            
            53,541


(The
      accompanying notes are an integral part of
      these consolidated financial statements)




***Page
          - 3***





CTT
      International Distributors Inc.


(A
      Development Stage Company)


Consolidated
      Statement of Operations


(Expressed
      in US dollars)


(Unaudited)








Accumulated
                From
              May
                17, 2004
              (Date
                of Inception)
              to
                June 30,
              2005
              $
            
            
            For
                the Three Months ended June 30,
              2005
              $
            
            
            For
                the Six
              Months
                ended
              June
                30,
              2005
              $
            
            
            From
              May
                17, 2004
              (Date
                of Inception)
              to
                June 30,
              2004
              $Net
                Revenue
            
            34,489
            
            
            2,700
            
            
            3,700
            
            
            688Cost
                of Sales
            
            (33,532
            )
            
            (1,696
            )
            
            (5,696
            )
            
            (458
            )Gross
                Profit
            
            957
            
            
            1,004
            
            
            (1,996
            )
            
            230ExpensesAdvertising
                & marketing
            
            5,820
            
            
            83
            
            
            83
            
            
            -Amortization
            
            625
            
            
            156
            
            
            313
            
            
            -Consulting
            
            4,888
            
            
            1,294
            
            
            2,599
            
            
            -Donated
                services
            
            6,500
            
            
            1,500
            
            
            3,000
            
            
            -General
                and administrative
            
            13,115
            
            
            2,769
            
            
            8,309
            
            
            22Professional
                fees
            
            45,822
            
            
            18,481
            
            
            24,371
            
            
            3,500Total
                Expenses
            
            76,770
            
            
            24,283
            
            
            38,675
            
            
            3,522Loss
                from Operations
            
            (75,813
            )
            
            (23,279
            )
            
            (40,671
            )
            
            (3,292
            )Loss
                on disposal of subsidiary
            
            (17,741
            )
            
            -
            
            
            -
            
            
            -Net
                Loss for the Period
            
            (93,554
            )
            
            (23,279
            )
            
            (40,671
            )
            
            (3,292
            )Basic
                and Diluted Loss Per Share
            
            
            
            
            -
            
            
            -
            
            
            -Weighted
                Average Shares Outstanding
            
            
            
            
            10,317,000
            
            
            10,317,000
            
            
            10,312,000





(The
      accompanying notes are an integral part of these
      consolidated financial statements)





***Page
          - 4***





CTT
      International Distributors Inc.


(A
      Development Stage Company)


Consolidated
      Statement of Cash Flows


(Expressed
      in US dollars)


(Unaudited)








For
                the Six
              Months
                ended
              June
                30,
              2005
              $
            
            
            From
              May
                17, 2004
              (Date
                of Inception)
              to
                June 30,
              2004
              $Cash
                Flows Used In Operating ActivitiesNet
                loss for the period
            
            
            (40,671
            )
            
            (3,292
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Amortization
            
            
            313
            
            
            -Donated
                services
            
            
            3,000
            
            
            -Bad
                debt expense
            
            
            5,000
            
            
            -Changes
                in operating assets and liabilities:Decrease
                in accounts receivable
            
            
            9,129
            
            
            -(Increase)
                decrease in inventory
            
            
            (6,700
            )
            
            458Increase
                in due to related parties
            
            
            538
            
            
            -Increase
                in accounts payable and accrued liabilities
            
            
            7,212
            
            
            6,102Net
                Cash (Provided By) Used In Operating Activities
            
            
            (22,179
            )
            
            3,268Cash
                Flows Used In Investing ActivitiesWeb
                site development costs
            
            
            -
            
            
            (2,500
            )Net
                Cash Flows Used In Investing Activities
            
            
            -
            
            
            (2,500
            )Cash
                Flows Provided by Financing ActivitiesAdvances
                from a related party
            
            
            -
            
            
            17Net
                Cash Flows Provided by Financing Activities
            
            
            -
            
            
            17Increase
                (Decrease) in Cash and Cash Equivalents
            
            
            (22,179
            )
            
            785Cash
                and Cash Equivalents - Beginning of Period
            
            
            28,124
            
            
            -Cash
                and Cash Equivalents - End of Period
            
            
            5,945
            
            
            785Non-cash
                Investing and Financing ActivitiesDeferred
                stock offering costs
            
            
            (12,067
            )
            
            -Inventory
                purchased by issue of note payable
            
            
            -
            
            
            8,736Supplemental
                DisclosuresInterest
                paid
            
            
            -
            
            
            -Income
                taxes paid
            
            
            -
            
            
            -





(The
      accompanying notes are an integral part of these
      consolidated financial statements)








***Page
          - 5***




CTT
        International Distributors Inc.
 (A
        Development Stage Company)
 Notes
        to the Consolidated Financial Statements
 (Expressed
        in US dollars)
 (Unaudited)




1.  Development
      Stage Company




The
      Company was incorporated in the State of Delaware on January 14, 2000. Pursuant
      to an Agreement dated December 29, 2004 (the “Agreement”), the Company issued
      455,001 shares of common stock in exchange for all of the issued and outstanding
      shares of common stock of CTT Distributors Ltd. (“Distributors”). Distributors
      was incorporated in the Province of British Columbia, Canada, on May 17, 2004.
      The acquisition was considered a reverse acquisition for accounting and
      financial reporting purposes. The consolidated financial statements include
      the
      accounts of the Company since the reverse merger (December 29, 2004) and the
      historical accounts of Distributors since the date of its inception, May 17,
      2004. All significant intercompany balances and transfers have been eliminated
      in consolidation. Prior to the acquisition of Distributors, the Company’s sole
      asset consisted of ownership of a 100% interest in the issued and outstanding
      capital stock of Slabsdirect.com Online (BC) Ltd. (“SlabsOnline”), a company
      incorporated in the Province of British Columbia, Canada. SlabsOnline was
      unsuccessful in the business of establishing a vertical trade portal on the
      Internet for the natural stone industry. The Company disposed of its interest
      in
      SlabsOnline to the former President of the Company. The Company changed its
      name
      to CTT International Distributors Inc. on January 7, 2005.




The
      Company is based in Vancouver, British Columbia, and its principal business
      is
      as an online fulfillment company that markets unique products to the internet
      consumer through its website “Cheaperthanthem.com”. The Company’s website offers
      electronic products consisting of OEM, non-branded and overstock electronic
      and
      computer products, for the consumer and wholesaler.




The
      Company is in the development stage and planned principal activities have
      commenced, but to date there has been no significant revenue. In a development
      stage company, management devotes most of its activities to developing a market
      for its products and services. These consolidated financial statements have
      been
      prepared on a going concern basis, which implies the Company will continue
      to
      realize its assets and discharge its liabilities in the normal course of
      business. The Company has not generated significant revenue and has never paid
      any dividends. The Company is unlikely to pay dividends or generate significant
      earnings in the immediate or foreseeable future. The continuation of the Company
      as a going concern and the ability of the Company to emerge from the development
      stage is dependent upon the continued financial support from its shareholders,
      the ability of the Company to obtain necessary equity financing to continue
      operations and to generate sustainable significant revenue. There is no
      guarantee that the Company will be able to raise any equity financing or
      generate profitable operations. The Company has a working capital deficiency
      of
      $95,494 and has accumulated losses of $127,836 since inception. These financial
      statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that
      might be necessary should the Company be unable to continue as a going concern.
      These factors raise substantial doubt regarding the Company’s ability to
      continue as a going concern.




The
      Company filed an amended Form SB-2 Registration Statement (“SB-2”) with the
      United States Securities and Exchange Commission on August 8, 2005 to register
      2,382,933 shares of common stock held by existing shareholders for resale at
      a
      price of $0.10 per share. The Company will not receive any proceeds from the
      resale of shares of common stock by the selling stockholders. Also pursuant
      to
      the SB-2, the Company plans to offer up to 2,500,000 common shares at a price
      of
      $0.10 per share for maximum proceeds of $250,000 to the Company.








2.  Summary
      of Significant Accounting Principles




a)
            Basis
                of Presentation




These
      consolidated financial statements and related notes are presented in accordance
      with accounting principles generally accepted in the United States, and are
      expressed in US dollars. The Company has not produced any significant revenues
      from its principal business and is a development stage company as defined by
      Statement of Financial Accounting Standard (“SFAS”) No. 7 “ *Accounting
      and Reporting by Development Stage Enterprises* ”.
      These
      financial statements include accounts of the Company and its wholly-owned
      subsidiary, CTT Distributors Ltd. All intercompany transactions and balances
      have been eliminated. The Company’s fiscal year end is December 31.




b)
            Use
                of Estimates




The
      preparation of financial statements in conformity with US generally accepted
      accounting principles 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.





***Page
          - 6***




CTT
        International Distributors Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Consolidated Financial Statements
 (Expressed
        in US dollars)
 (Unaudited)


2.  Summary
      of Significant Accounting Principles (continued)




c)
            Cash
                and Cash Equivalents




The
      Company considers all highly liquid instruments with a maturity of three months
      or less at the time of issuance to be cash equivalents.




d)
            Inventory




Inventory
      is recorded at the lower of cost and net realizable value on a first-in,
      first-out basis. At June 30, 2005, inventory consisted of music related
      multimedia electronic products held for sale.




e)
            Comprehensive
                Loss


SFAS
      No.
      130, “ *Reporting
      Comprehensive Income* ,”
      establishes standards for the reporting and display of comprehensive loss and
      its components in the financial statements. As at June 30, 2005 and 2004, the
      Company has no items that represent a comprehensive loss and, therefore, has
      not
      included a schedule of comprehensive loss in the consolidated financial
      statements .





f)
            Financial
                Instruments and Concentration Risk




The
      fair
      value of financial instruments which include cash, accounts payable, accrued
      liabilities, note payable and due to a related party were estimated to
      approximate their carrying value due to the immediate or relatively short
      maturity of these instruments. Financial instruments which potentially subject
      the Company to a concentration of credit risk consist primarily of cash and
      accounts receivable. The Company deposits cash with a high quality financial
      institution. Concentration of credit risk relating to accounts receivable is
      limited to various customers from various locations. The largest concentration
      of risk is one customer who represents 52% of the total accounts receivable
      and
      from a second customer who represents 48% of the total accounts receivable.
      The
      Company has set up an allowance for doubtful accounts in the amount of $5,900
      to
      cover potential credit risk. For
      the
      six month period ended June 30, 2005 ,
      revenue
      from one customer represented 86% of total revenue and revenue from a second
      customer represented 14% of total revenue. For the six month period ended June
      30, 2005, the Company purchased 100% of its inventory from one
      vendor.




g)
            Basic
                and Diluted Net Income (Loss) Per
                Share




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      " *Earnings
      per Share* ",
      which
      requires presentation of both basic and diluted earnings per share (EPS) on
      the
      face of the income statement. Basic EPS is computed by dividing net income
      (loss) available to common shareholders (numerator) by the weighted average
      number of shares outstanding (denominator) during the period. Diluted EPS gives
      effect to all dilutive potential common shares outstanding during the period
      using the treasury stock method and convertible preferred stock using the
      if-converted method. In computing Diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti dilutive.




h)
            Website
                Development Costs




The
      Company recognizes the costs associated with developing a website in accordance
      with the American Institute of Certified Public Accountants (“AICPA”) Statement
      of Position (“SOP”) No. 98-1, “ *Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use* ”.
      Relating to website development costs the Company follows the guidance pursuant
      to the Emerging Issues Task Force (EITF) No. 00-2, “ *Accounting
      for Website Development Costs* ”.




i)
            Long-Lived
                Assets




In
      accordance with SFAS No. 144, “ *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ”,
      the
      carrying value of intangible assets and other long-lived assets is reviewed
      on a
      regular basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the asset.
      Impairment losses, if any, are measured as the excess of the carrying amount
      of
      the asset over its estimated fair value.





***Page
          - 7***




CTT
        International Distributors Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Consolidated Financial Statements
 (Expressed
        in US dollars)
 (Unaudited)




2.  Summary
      of Significant Accounting Principles (continued)




j)
            Foreign
                Currency Translation




The
      Company’s functional currency is the United States dollar. The financial
      statements of the Company are translated to United States dollars in accordance
      with SFAS No. 52 “ *Foreign
      Currency Translation* ”.
      Monetary assets and liabilities denominated in foreign currencies are translated
      using the exchange rate prevailing at the balance sheet date. Gains and losses
      arising on translation or settlement of foreign currency denominated
      transactions or balances are included in the determination of income. Foreign
      currency transactions are primarily undertaken in Canadian dollars. The Company
      has not, to the date of these financials statements, entered into derivative
      instruments to offset the impact of foreign currency fluctuations.




k)
            Revenue
                Recognition




The
      Company recognizes revenue from the sale of electronic products, such as MP3
      players, in accordance with Securities and Exchange Commission Staff Accounting
      Bulletin No. 104 (“SAB 104”), “ *Revenue
      Recognition in Financial Statements* ”.
      Revenue consists of the sale of electronic products and are recognized only
      when
      the price is fixed or determinable, persuasive evidence of an arrangement
      exists, the product is shipped, and collectibility
      is reasonably assured .
      Allowances for doubtful accounts are based on estimate of losses on customer
      receivable balances. For the six months ended June, 2005, the Company recorded
      an allowance for doubtful accounts of $4,995 that is reflected as a reduction
      of
      revenue (December 31, 2004 - $905). The Company has a total allowance for
      doubtful accounts of $5,900 as of June 30, 2005.




l)
            Income
                Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“ *Accounting
      for Income Taxes* ”
as
      of
      its inception. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. Potential benefit
      of
      net operating losses have not been recognized in these financial statements
      because the Company cannot be assured it is more likely than not it will utilize
      the net operating losses carried forward in future years.




m)
            Deferred
                Stock Offering Costs




The
      Company defers costs related to the issue of common stock from treasury. These
      costs will be netted against gross proceeds received upon the issue of capital
      stock. As at June 30, 2005, the Company had incurred $12,067 towards stock
      offering costs.




n)
            Recent
                Accounting Pronouncements




In
      December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets -
      An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29,
“Accounting for Nonmonetary Transactions”, is based on the principle that
      exchanges of nonmonetary assets should be measured based on the fair value
      of
      the assets exchanged. The guidance in that Opinion, however, included certain
      exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate
      the exception for nonmonetary exchanges of similar productive assets and
      replaces it with a general exception for exchanges of nonmonetary assets that
      do
      not have commercial substance. A nonmonetary exchange has commercial substance
      if the future cash flows of the entity are expected to change significantly
      as a
      result of the exchange. The provisions of SFAS No. 153 are effective for
      nonmonetary asset exchanges occurring in fiscal periods beginning after June
      15,
      2005. Early application is permitted and companies must apply the standard
      prospectively. The adoption of this standard is not expected to have a material
      effect on the Company’s results of operations or financial
      position.





***Page
          - 8***




CTT
        International Distributors Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Consolidated Financial Statements
 (Expressed
        in US dollars)
 (Unaudited)


2.  Summary
      of Significant Accounting Principles (continued)




n)  Recent
      Accounting Pronouncements (continued)




In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS
      123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”,
      and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”
and its related implementation guidance. SFAS 123R establishes standards for
      the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity’s equity instruments or that may be settled by the issuance of
      those equity instruments. SFAS 123R focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. SFAS 123R requires a public entity to measure the cost of employee
      services received in exchange for an award of equity instruments based on the
      grant-date fair value of the award (with limited exceptions). That cost will
      be
      recognized over the period during which an employee is required to provide
      service in exchange for the award - the requisite service period (usually the
      vesting period). SFAS 123R requires that the compensation cost relating to
      share-based payment transactions be recognized in financial statements. That
      cost will be measured based on the fair value of the equity or liability
      instruments issued. Public entities that file as small business issuers will
      be
      required to apply SFAS 123R in the first interim or annual reporting period
      that
      begins after December 15, 2005. The adoption of this standard is not expected
      to
      have a material effect on the Company’s results of operations or financial
      position.




In
      March
      2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give
      guidance on the implementation of SFAS 123R. The Company will consider SAB
      107
      during implementation of SFAS 123R.




The
      FASB
      has also issued SFAS No. 151 and 152, but they will not have relationship to
      the
      operations of the Company. Therefore a description and its impact for each
      on
      the Company’s operations and financial position have not been
      disclosed.




o)
            Interim
                Financial Statements


These
      interim unaudited financial statements for the period ended June 30, 2005 have
      been prepared on the same basis as the annual financial statements and in the
      opinion of management, reflect all adjustments, which include only normal
      recurring adjustments, necessary to present fairly the Company’s financial
      position, results of operations and cash flows for the periods shown. The
      results of operations for such periods are not necessarily indicative of the
      results expected for a full year or for any future period.








3.  Intangible
      Assets




Cost
              $
            
            
            Accumulated
              Amortization
              $
            
            
            June
                30,
              2005
              Net
                Carrying
              Value
              $
            
            
            December
                31,
              2004
              Net
                Carrying
              Value
              $Website
                development costs
            
            2,500
            
            
            625
            
            
            1,875
            
            
            2,188




Costs
      associated with the website consist primarily of website design costs. These
      capitalized costs are being amortized based on their estimated useful life
      over
      four years. Internal costs related to the development of website content are
      charged to operations as incurred.




4.  Related
      Party Balances/Transactions




a)
            The
                Company issued a demand note in the amount of $9,900 to the President
                of
                the Company. The note is unsecured, non-interest bearing and due
                on
                demand. The Company also owes $1,794 to the President of the Company
                for
                expense reimbursements, which are non-interest bearing, unsecured
                and due
                on demand.




b)
            During
                the six month period ended June 30, 2005, the Company recognized
                a total
                of $3,000 for donated services provided by the President of the Company
                at
                an amount of $500 per month.





***Page
          - 9***





CTT
        International Distributors Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Consolidated Financial Statements
 (Expressed
        in US dollars)
 (Unaudited)





5.  Note
      Payable




The
      Company issued a demand promissory note for the acquisition of its opening
      inventory in the amount of $8,736. The note is unsecured, non-interest bearing
      and due on demand.




6.  Commitments




The
      Company entered into a lease agreement for office premises at a rate of
      CDN$6,000 per annum, for a one year term expiring May 17, 2005. The rent due
      for
      May and June, 2004 was waived by the Landlord. No other terms of the lease
      have
      been modified as a result of the waiver of rent. The Company entered into a
      lease agreement for office premises at a rate of CDN$12,000 per annum, for
      a one
      year term expiring April 1, 2006, which replaced the previous office lease
      agreement. The Company incurred rent expense of US$2,043 for the six month
      period ended June 30, 2005.




7.  Merger
      Agreement




The
      Company incorporated a wholly-owned subsidiary, CTT International Distributors
      Inc. on November 1, 2004 under the laws of the State of Delaware. Effective
      January 7, 2005, CTT International Distributors Inc. merged with and into the
      Company, and the Company was the surviving corporation. Concurrent with the
      merger, the Company changed its name from Slabsdirect.com, Inc. to CTT
      International Distributors Inc.





***Page
          - 10***





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation.**





THE
      FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF CTT INTERNATIONAL
      DISTRIBUTORS INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
      AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.





**Overview**





CTT
      is a
      holding company merged under the laws of the State of Delaware on January 7,
      2005. CTT was formed by the merger of Slabsdirect.com, Inc. and CTT
      International Distributors Inc. Slabsdirect.com Inc. was incorporated under
      the
      laws of the State of Delaware on January 14, 2000. CTT International
      Distributors Inc. was incorporated under the laws of the State of Delaware
      on
      November 1, 2004. As part of the merger, the Articles of Slabsdirect.com Inc.
      were adopted as the Articles of CTT. Until
      January 7, 2005, Slabsdirect.com, Inc. was an online auction marketplace for
      natural stone products, equipment and related items with no operations, no
      revenues, no financial backing and few assets.





CTT
      has
      one subsidiary, CTT Distributors Ltd., which is the operating company and was
      incorporated under the laws of the Province of British Columbia on May 17,
      2004.
      CTT Distributors Ltd. is a wholly-owned subsidiary of CTT.





On
      December 29, 2004, Slabsdirect.com Inc. agreed to issue 455,001 shares of common
      stock in exchange for all of the issued and outstanding shares of common stock
      of CTT Distributors Ltd. See Exhibit 10.1 - Share Exchange Agreement for more
      details. The acquisition was considered a reverse acquisition for accounting
      and
      financial reporting purposes. The consolidated financial statements include
      the
      accounts of CTT since the reverse merger (December 29, 2004) and the historical
      accounts of CTT Distributors Ltd. since the date of its inception, May 17,
      2004.
      All significant intercompany balances and transfers have been eliminated in
      consolidation.





Prior
      to
      the acquisition of CTT Distributors Ltd., Slabdirect.com Inc.’s sole asset
      consisted of ownership of a 100% interest in the issued and outstanding capital
      stock of Slabsdirect.com Online (BC) Ltd., a company incorporated in the
      Province of British Columbia, Canada. Slabsdirect.com Online (BC) Ltd. was
      been
      unsuccessful in the business of establishing a vertical trade portal on the
      Internet for the natural stone industry. Slabsdirect.com Inc. disposed of its
      interest in Slabsdirect.com Online (BC) Ltd. to the former president of
      Slabsdirect.com Inc. pursuant to the stock purchase agreement dated December
      29,
      2004. See Exhibit 10.2 - Stock Purchase Agreement for more details.





**Limited
      operating history; need for additional capital**





There
      is
      no historical financial information about CTT upon which to base an evaluation
      of its performance as an e-commerce company. CTT is an e-commerce company but
      has not generated any significant revenues from its e-commerce business. CTT
      cannot guarantee it will be successful in the e-commerce industry. CTT’s
      business is subject to risks inherent in the establishment of a new business
      enterprise, including limited working capital, possible delays in the
      development of its products and services, and possible cost overruns due to
      price and cost increases in products and services.





CTT
      has
      adopted a phased plan of operation to the development of its website and its
      operations. See “Plan of Operation” below for more detail. This allows CTT to
      allocate the expenditures of its resources in a very timely and measured manner.
      CTT will not continue with expenditures in any phase of the development if
      Amit
      Sankhala thinks CTT will be unable to complete the designated task. CTT may
      require further equity financing to provide for some of the working capital
      required to implement future development of its website and operations beyond
      the final phase of the plan of operation or for services and products that
      are
      currently not anticipated to be developed.




***Page
          - 11***





CTT
      is
      seeking equity financing to provide for the capital required to implement the
      phases of its plan of operation. CTT has no assurance that future financing
      will
      be available to it on acceptable terms. If financing is not available on
      satisfactory terms, CTT may be unable to continue, develop or expand its
      operations. However, if equity financing is available to CTT on acceptable
      terms, it could result in additional dilution to existing
      shareholders.





**Results
      of Operations**





Revenues





While
      CTT
      is currently generating some revenue, CTT does not anticipate earning
      significant revenues until it completes Phase 2 of its plan of operation.
      However, there is no assurance that CTT will be able to complete its plan of
      operation and management does not know when CTT’s business operations will
      generate significant revenues. There is no guaranty that CTT will generate
      revenues from the website, or that if CTT does complete Phase 2 of its plan
      of
      operation, that CTT’s business operations will generate significant revenues or
      that CTT will be able to secure the financing necessary to proceed with the
      other phases of its plan of operations.





CTT
      has
      generated revenues of $34,489 from operations since its inception and $2,700
      in
      revenues for the three month period ended June 30, 2005 and $3,700 in revenues
      for the six month period ended June 30, 2005. From inception to June 30, 2005,
      CTT realized the following sales:





Unit
                Type
            Number
                of Units
            Average
                Selling Price
            Average
                Gross MarginFM
                Receivers
            3,190
            $11.92
            17%MP3
                Players
            32
            $73.80
            21%








For
      the
      three month period ended June 30, 2005, CTT realized $2,700 in sales of its
      products. The related cost of sales was $1,696, resulting in gross profit from
      operations of $1,004. CTT’s cost of sales consists solely of inventory costs.
      During the same period, CTT incurred (a) general administrative expenses of
      $2,769; (b) professional fees of $18,481, which included legal fees of $15,781,
      accounting fees of $2,000 for preparation of the financial statements, and
      auditor’s fees of $700 (c) consulting fees of $1,294; (d) donated services of
      $1,500, representing the fair value of services provided by Amit Sankhala,
      of
      which Mr. Sankhala does not expect repayment; (e) amortization of $156 for
      the
      accumulated amortization on its website; and (f) advertising and marketing
      expenses of $83. Therefore, for the three month period ending June 30, 2005,
      CTT
      had total net loss of $23,279.





For
      the
      six month period ended June 30, 2005, CTT realized $3,700 in sales of its
      products net of a bad debt provision of $4,995. The related cost of sales was
      $5,696, resulting in gross profit (loss) from operations of ($1,996). CTT’s cost
      of sales consists solely of inventory costs. During the same period, CTT
      incurred (a) general administrative expenses of $8,309; (b) professional fees
      of
      $24,371, which included legal fees of $18,821, accounting fees of $3,350 for
      preparation of the financial statements, and auditor’s fees of $2,200 (c)
      consulting fees of $2,599; (d) donated services of $3,000 ,
      representing the fair value of services provided by Amit Sankhala, of which
      Mr.
      Sankhala does not expect repayment; (e) amortization of $313 for the accumulated
      amortization on its website; and (f) advertising and marketing expenses of
      $83.
      Therefore, for the six month period ending June 30, 2005, CTT had total net
      loss
      of $40,671.





Management
      believes that CTT’s software development costs are non-recurring.





CTT
      has
      not attained profitable operations and is dependent upon obtaining financing
      to
      continue and to expand its existing business operations and to complete its
      plan
      of operation. For these reasons, CTT’s auditors stated in their report for the
      fiscal period ended December 31, 2004 that there is substantial doubt that
      CTT
      will be able to continue as a going concern.




***Page
          - 12***





As
      of
      June 30, 2005, CTT had total assets of $35,687 consisting of cash of $5,945,
      accounts receivable of $8,700, inventory of $7,100, an
      intangible asset relating to the website of $1,875, representing the costs
      of
      designing the website of $2,500, net of accumulated amortization of $625, and
      a
      deferred stock offering cost of $12,067. CTT’s liabilities on June 30, 2005
      totalled $117,239, consisting of $84,652 in accounts payable and $12,157 in
      accrued liabilities, $11,694 due to related parties, and $8,736 in notes
      payable. Accounts
      payable of $84,652 consisted of $15,290 for accounting and audit fees, $55,098
      for legal and regulatory costs, $8,000 for inventory, and $6,264 for other
      miscellaneous administrative costs. Accrued liabilities of $12,157 were for
      accrued accounting and audit fees. There are no material defaults or past due
      amounts for the accounts payable or accrued liabilities. The $11,694 due to
      Mr.
      Sankhala is comprised of $1,794 for expense reimbursements, and $9,900 for
      cash
      advances. The note payable of $8,736 was issued for the purchase of CTT’s
      opening inventory and is secured by a demand promissory note, bearing no
      interest.





Inventory
      is kept low as CTT’s suppliers have inventory on hand. CTT’s purchases inventory
      on an as needed basis to fill orders. Management will monitor the demand and
      supply for inventory to ensure that there is sufficient inventory with CTT’s
      supply channels to meet demands. If CTT is unable to provide the inventory
      and
      meet demands, it will place mark the product as “out of stock” on the
      website.





**Liquidity
      and Capital Resources**





CTT’s
      capital resources have been limited. CTT currently does not generate significant
      revenue from its business operations to be profitable, and to date has primarily
      relied on the sale of equity for working capital for its business
      operations.





During
      the six month period ended June 30, 2005, CTT used $22,179 in cash for operating
      activities. Cash used in operations of $22,179 was financed by existing cash
      on
      hand. During the period there was a decrease in working capital of $49,425,
      resulting from the payment of expenditures over revenues for the six month
      period and the payment of accounts payable and accrued liabilities, which was
      offset by the collection of accounts receivable. As of June 30, 2005, CTT has
      accumulated a deficit of $127,836 since inception and has a stockholder’s
      deficiency of $81,552. CTT has no contingencies or long- term
      commitments.





While
      CTT
      has raised capital to meet its working capital and financing needs in the past,
      additional financing is required in order to fully complete its plan of
      operation and launch its business operations. CTT is seeking financing in the
      form of equity in order to provide the necessary working capital. CTT currently
      has no commitments for financing. There are no assurances CTT will be successful
      in raising the funds required.





Amit
      Sankhala believes that CTT’s existing capital resources will be sufficient to
      fund its current level of operating activities, capital expenditures and other
      obligations through the next four months, but does not include the required
      working capital for its plan of operation. CTT has spoken to its suppliers
      and
      has verbal extensions on any payables due until it raises additional capital.
      However, if during that period or thereafter, CTT is not successful in
      generating sufficient liquidity from operations or in raising sufficient capital
      resources, on terms acceptable to the CTT, this could have a material adverse
      effect on CTT’s business, results of operations, liquidity and financial
      condition.





CTT
      does
      not currently have any commitments for material capital expenditures over the
      short or long term.





CTT
      expects to incur $3,000 per month in operating losses in the next 12 to 18
      months, largely due to expenses associated with the development and operation
      of
      the website but also due to operating costs during that same time period. CTT’s
      monthly operating costs include CDN$500 for rent of CTT’s principal office,
      CDN$43 for Internet services and access, and $500 for miscellaneous office
      expenses.




***Page
          - 13***





CTT
      does
      not anticipate purchasing any plant or significant equipment in the immediate
      future.





**Plan
      of Operation for the Next Twelve Months**





CTT
      has
      not had any significant revenues generated from its business operations since
      inception.





CTT
      expects that the revenues generated from its website for the next 12 months
      will
      not be enough for its required working capital required for CTT’s plan of
      operation. Until CTT is able to generate any consistent and significant revenue
      it will be required to raise additional funds by way of equity.





At
      any
      phase, if CTT finds that it does not have adequate funds to complete a phase,
      it
      may have to suspend its operations and attempt to raise more money so it can
      proceed with its business operations. If CTT cannot raise the capital to proceed
      it may have to suspend operations until it has sufficient capital.





To
      become
      profitable and competitive, CTT needs to establish its website as a
      comprehensive on-line shopping mall. To achieve this goal, Amit Sankhala has
      prepared a plan of operation for the next 12 months. Each of the phases of
      the
      plan of operations listed below will be implemented as resources are
      available.





**Phase
      1 - Develop and populate Website (3 months)**





In
      Phase
      1, CTT plans to (1) upgrade and update the website so that it is more visually
      appealing and technologically sound and (2) update its product line and visuals
      on the website. CTT has budgeted $50,000 for this phase and expects it to take
      three months to complete, with completion expected within the first three months
      of CTT’s plan of operation. This budget includes the cost of a fully functional,
      e-commerce enabled format and the costs associated with installation and
      technicians. Also in this phase, CTT will continue to maintain and populate
      the
      website with new products and updated visuals.





**Phase
      2 - Expand inventory and products (6 months)**





In
      Phase
      2, CTT plans to expand its product line to include inventory and products as
      the
      new products become available from suppliers and Fulfilment Associates. CTT
      will
      allocate 25% of this phase’s budget to the purchase of new and existing
      merchandise.





CTT’s
      expansion goals in this phase are to (1) expand its inventory product line
      by 12
      new inventory products, (2) expand its business by offering products directly
      applicable to its retail model, and (3) to expand its inventory of products
      to
      provide a 15 - 100% gross margin. CTT has a 100% margin on some of its MP3
      products. As the cost of components drops to the manufacturer, especially flash
      memory, those costs are passed on to CTT. Management believes that as CTT
      sources directly from manufacturers, it will increase its margins as the cost
      of
      components decrease.





CTT
      has
      budgeted $75,000 for this phase and expects it to take six months to complete,
      with completion expected within the first six months of CTT’s plan of
      operation.





**Phase
      3- Implement marketing strategy (6 months)**





In
      Phase
      3, CTT plans to (1) hire personnel for sales, marketing and customer service,
      (2) create a marketing strategy for the website and its products, and (3)
      implement its marketing strategy on its target market, including international
      customers.





CTT’s
      marketing goals in this phase are to attract potential and repeat customers
      to
      the website and have customers perceive the website as a preferred source of
      non-branded, discount products that are delivered in a professional,
      authoritative and efficient manner.




***Page
          - 14***





CTT
      has
      budgeted $75,000 for this phase and expects it to take six months to complete
      with completion expected within the second six months of CTT’s plan of
      operation.





**Phase
      4- Corporate Development (4 months)**





In
      Phase
      4, CTT plans to expand its business operations by creating products directly
      applicable to the non-branded, discounted product market. CTT intends to create
      products that are copies of the products that mainstream producers like Apple,
      Sony and Samsung produce. Create means to develop a product that has similar
      functionality and style, yet does not and will not infringe on anyone’s
      intellectual property.





CTT
      has
      budgeted $50,000 for this phase and expects it to take four months to complete,
      with completion expected within the final four months of CTT’s plan of
      operation.





During
      any phase of the plan of operation, if CTT does not have adequate working
      capital to complete a phase of its proposed plan of operation, CTT may have
      to
      suspend its business operations and attempt to raise more working capital so
      that CTT can proceed. If CTT cannot raise the necessary working capital to
      proceed CTT may have to cease business operations until there is sufficient
      working capital.





CTT
      anticipates continuing to rely on private loans, equity sales of common shares,
      or debt financing in order to fund its proposed plan of operation. The issuance
      of additional shares will result in dilution to existing shareholders of
      CTT.





CTT
      is
      not currently conducting any research and development activities other than
      the
      development of its website. It does not anticipate conducting such activities
      in
      the near future. As CTT expands its customer base and product lines, it will
      need to hire additional employees or independent contractors as well as purchase
      or lease additional equipment.





**Critical
      Accounting Policies**





CTT’s
      discussion and analysis of its financial condition and results of operations,
      including the discussion on liquidity and capital resources, are based upon
      its
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States. The preparation of these
      financial statements requires management to make estimates and judgements that
      affect the reported amounts of assets, liabilities, revenues and expenses,
      and
      related disclosure of contingent assets and liabilities. Actual results could
      differ from those estimates. On an on going basis, management re-evaluates
      its
      estimates and judgments, including but not limited to, those related to revenue
      recognition and collectibility of accounts receivable. Critical accounting
      policies identified are as follows:





**Revenue
      Recognition**





CTT
      recognizes revenue from the sale of electronic products, such as MP3 players,
      in
      accordance with Securities and Exchange Commission Staff Accounting Bulletin
      No.
      104 (“SAB 104”), “ *Revenue
      Recognition in Financial Statements* ”.
      Revenue consists of the sale of electronic products and is recognized only
      when
      the price is fixed or determinable, persuasive evidence of an arrangement
      exists, the product is shipped, and collectibility is reasonably assured. Trade
      accounts receivable relate to the sale of electronic products, such as MP3
      players. Amit Sankhala regularly reviews the collectibility of any outstanding
      balance, together with his estimate of the credit worthiness of the client.
      CTT
      sells to customers based on standard credit policies and regularly reviews
      accounts receivable for any bad debts. Allowances for doubtful accounts are
      based on estimate of losses on customer receivable balances. As at June 30,
      2005
      there is an allowance for doubtful accounts of $5,900, which is recorded as
      a
      reduction of revenue.




***Page
          - 15***





**Foreign
      Currency Transaction / Balances**





CTT’s
      functional currency is the United States dollar. The financial statements of
      CTT
      are translated to United States dollars in accordance with SFAS No. 52 “Foreign
      Currency Translation”. Monetary assets and liabilities denominated in foreign
      currencies are translated using the exchange rate prevailing at the balance
      sheet date. Gains and losses arising on translation or settlement of foreign
      currency denominated transactions or balances are included in the determination
      of income. Foreign currency transactions are primarily undertaken in Canadian
      dollars. CTT has not entered into derivative instruments to offset the impact
      of
      foreign currency fluctuations.





**Website
      Development Costs**





CTT
      recognizes the costs associated with developing a website in accordance with
      the
      American Institute of Certified Public Accountants (“AICPA”) Statement of
      Position (“SOP”) No. 98-1, “ *Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use* ”.
      Relating to website development costs CTT follows the guidance pursuant to
      the
      Emerging Issues Task Force (EITF) No. 00-2, “ *Accounting
      for Website Development Costs”* .





**Going
      Concern Issue**





The
      going
      concern basis of presentation assumes CTT will continue in operation throughout
      the next fiscal year and into the foreseeable future and will be able to realize
      its assets and discharge its liabilities and commitments in the normal course
      of
      business. Certain conditions, discussed below, currently exist that raise
      substantial doubt upon the validity of this assumption. The financial statements
      do not include any adjustments that might result from the outcome of the
      uncertainty.





CTT’s
      future business activities are dependent upon its ability to obtain third party
      financing in the form of debt and equity and ultimately to generate future
      profitable e-commerce activity or revenue from its product and services. As
      of
      June 30, 2005, CTT has only generated $34,489 in revenues since inception,
      and
      has experienced negative cash flow from its e-commerce activities. CTT may
      look
      to secure additional funds through future debt or equity financings. Such
      financings may not be available or may not be available on reasonable terms.





**Internal
      and External Sources of Liquidity**





CTT
      has
      funded its operations principally from the issuance of common stock, borrowings
      in the form of advances payable, and a short-term note payable.





**Inflation**





Amit
      Sankhala does not believe that inflation will have a material impact on CTT’s
      future business operations.





**Uncertainties
      Relating To Forward-Looking Statements**





This
      Form
      10-QSB Quarterly Report for the six month period ended June 30, 2005, including
      the management’s discussion and analysis of financial condition and results of
      operations, as well as other sections of this Quarterly Report contain
“forward-looking” statements within the meaning of the Private Securities
      Litigation Reform Act of 1995 and other United States federal securities laws.
      Certain information contained or incorporated by reference in this Quarterly
      Report, including the information set forth as to the future financial or
      operating performance of CTT, constitutes “forward-looking statements”. These
      statements may be identified by their use of words like “plans”, “expect”,
“aim”, “believe”, “projects”, “anticipate”, “intend”, “estimate”, “will”,
“should”, “could”, “contemplate”, “target”, “continue”, “budget”, “may”,
“schedule”, and other similar expressions that indicate future events and trends
      and identify forward-looking statements. All statements, other than historical
      statements of fact, that address expectations or projections about the future,
      including statements about CTT’s strategy for growth, product development,
      market position, expenditures and financial results, are forward-looking
      statements




***Page
          - 16***





Forward-looking
      statements in this Form 10-QSB include statements regarding (1) expectation
      that
      revenue will increase during fiscal 2005; (2) expectation of business operations
      increasing as a result of website development and an increase in marketing;
      (3)
      expectation of future operating expenses increasing; (4) expectation that the
      expansion of business operations will cause marketing and promotional costs
      to
      increase; (5) expectation that working capital needs for fiscal 2005 will be
      funded through the equity capital markets and private financings; (6)
      expectation that an increase in business operations will lead to hiring of
      additional employees or independent contractors; (7) expectation of future
      developments of content, products, features, and services to be provided on
      its
      website; (8) uncertainty of utilizing deferred tax assets; and (9) expectation
      that inflation will not have a material impact on future operations.





These
      forward-looking statements involve a number of risks and uncertainties,
      including, but not limited to, those discussed in these paragraphs. Factors
      that
      could cause future results to differ from these expectations include general
      economic conditions particularly related to demand for CTT’s products and
      services; changes in business strategy; competitive factors (including the
      introduction or enhancement of competitive services); pricing pressures; changes
      in operating expenses; inability to attract or retain consulting, sales and/or
      development talent; changes in customer requirements; and/or evolving industry
      standards; and other factors described in CTT’s filings with the Securities and
      Exchange Commission. The results that CTT achieves may differ materially from
      any forward-looking statements due to these risks and uncertainties. The
      forward-looking statements in this Form 10-QSB for the six month period ended
      June 30, 2005, are subject to risks and uncertainties that could cause actual
      results to differ materially from this results expressed in or implied by the
      statements contained in this report.





As
      a
      result, the identification and interpretation of data and other information
      and
      their use in developing and selecting assumptions from and among reasonable
      alternatives requires the exercise of judgment. To the extent that the assumed
      events do not occur, the outcome may vary substantially from anticipated or
      projected results, and accordingly, no opinion is expressed on the achievability
      of those forward-looking statements. No assurance can be given that any of
      the
      assumptions relating to the forward-looking statements specified in the
      following information are accurate. All forward-looking statements are made
      as
      of the date of filing of this Form 10-QSB and CTT disclaims any duty to update
      any such forward-looking statements, and CTT assumes no obligation to update
      any
      such forward-looking statements.





CTT
      may,
      from time to time, make oral forward-looking statements. CTT strongly advises
      that the above paragraph and the risk factors described in CTT’s Annual Report
      and in CTT’s other documents filed with the United States Securities and
      Exchange Commission should be read for a description of certain factors that
      could cause the actual results of CTT to materially differ from those in the
      oral forward-looking statements. CTT disclaims any intention or obligation
      to
      update or revise any oral or written forward-looking statements whether as
      a
      result of new information, future events or otherwise.





**Item
      3. Controls and Procedures.**





Based
      on
      their most recent evaluation, which was completed within 90 days of the filing
      of this Form 10-QSB, CTT’s Chief Executive Officer and Chief Financial Officer
      believe CTT’s disclosure controls and procedures (as defined in Exchange Act
      Rules 13a-14 and 15d-14) are effective to ensure that information required
      to be
      disclosed CTT in this report is accumulated and communicated CTT’s management,
      including its principal executive officer and principal financial officer,
      as
      appropriate, to allow timely decisions regarding required disclosure. There
      were
      no significant changes CTT’s internal controls or other factors that could
      significantly affect these controls subsequent to the date of their evaluation
      and there were no corrective actions with regard to significant deficiencies
      and
      material weaknesses.




***Page
          - 17***





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





CTT
      is
      not a party to any pending legal proceedings and, to the best of CTT’s
      knowledge, none of CTT’s assets are the subject of any pending legal
      proceedings.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





During
      the quarter of the fiscal year covered by this report, (i) CTT did not modify
      the instruments defining the rights of its shareholders, (ii) no rights of
      any
      shareholders were limited or qualified by any other class of securities, and
      (iii) CTT did not sell any unregistered equity securities, with the exception
      of
      the following:





On
      July
      13, 2005, CTT raised $70,000 in cash from this offering from five
      non-US subscribers outside the United States as listed
      below.





**Name
                of Subscriber**
            **Number
                of Units**
            **Consideration**Anna
                Liza Aman
            150,000
            $15,000Angelito
                Dela Cruz
            120,000
            $12,000Emirita
                Hernandez
            125,000
            $12,500Annabelle
                Layugan
            150,000
            $15,000Ria
                Reyes
            155,000
            $15,500**Total**
            700,000
            $70,000





The
      shares for this offering were not listed until October 4, 2005. CTT relied
      upon
      Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S
      promulgated pursuant to that Act by the Securities and Exchange Commission.
      Management is satisfied that the requirements of the exemption from the
      registration and prospectus delivery requirements of the Securities Act of
      1933
      have been fully complied with. The offering was not a public offering and was
      not accompanied by any general advertisement or any general solicitation. CTT
      received from each subscriber a completed and signed subscription agreement
      containing certain representations and warranties, including, among others,
      that
      (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for
      the
      shares for their own investment account and not on behalf of a U.S. person,
      and
      (c) there was no prearrangement for the sale of the shares with any buyer.
      No
      offer was made or accepted in the United States and the share certificates
      representing the shares have been legended with the applicable trading
      restrictions.





**Item
      3. Defaults Upon Senior Securities.**





During
      the quarter of the fiscal year covered by this report, no material default
      has
      occurred with respect to any indebtedness of CTT. Also, during this quarter,
      no
      material arrearage in the payment of dividends has occurred.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





No
      matter
      was submitted to a vote of security holders through the solicitation of proxies
      or otherwise, during the first quarter of the fiscal year covered by this
      report.





**Item
      5. Other Information.**





During
      the quarter of the fiscal year covered by this report, CTT reported all
      information that was required to be disclosed in a report on Form
      8-K.




***Page
          - 18***




**Item
      6. Exhibits.**





**(a)**
            **Index
                to and Description of
                Exhibits**





All
      Exhibits required to be filed with the Form 10-QSB are incorporated by reference
      to CTT’s previously filed Form SB-2 and Form 10-KSB’s and Form
      10-QSB’s.





**Exhibit**
            **Description**
            **Status****3.1**
            Certificate
                of Ownership of Slabsdirect.com, Inc. and CTT International Distributors
                Inc. filed as an Exhibit to CTT’s Form 8-K (Current Report) filed on
                January 12, 2005 and incorporated herein by reference.
            Filed**3.2**
            Certificate
                of Incorporation for Slabsdirect.com, Inc. filed as an Exhibit to
                CTT’s
                Form 10-SB (Registration Statement) filed on June 28, 2000 and
                incorporated herein by reference.
            Filed**3.3**
            By-laws
                of Slabsdirect.com, Inc. filed as an Exhibit to CTT’s Form 10-SB
                (Registration Statement) filed on June 28, 2000 and incorporated
                herein by
                reference.
            Filed**3.4**
            Certificate
                of Incorporation for CTT Distributors Ltd. filed as an Exhibit to
                CTT’s
                Form 10-KSB (Annual Report) filed on April 1, 2005 and incorporated
                herein
                by reference
            Filed**3.5**
            Notice
                of Articles for CTT Distributors Ltd. filed as an Exhibit to CTT’s Form
                10-KSB (Annual Report) filed on April 1, 2005 and incorporated herein
                by
                reference.
            Filed**3.6**
            Articles
                of CTT Distributors Ltd. filed as an Exhibit to CTT’s Form 10-KSB (Annual
                Report) filed on April 1, 2005 and incorporated herein by
                reference.
            Filed**10.1**
            Share
                Exchange Agreement dated December 29, 2004, among Slabsdirect.com,
                Inc,
                CTT Distributors Ltd., and the shareholders of CTT Distributors Ltd.
                filed
                as an exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
                2005and incorporated herein by reference.
            Filed**10.2**
            Stock
                PurchaseAgreement
                dated December 29, 2004, between Steven Bruk and Slabsdirect.com,
                Inc.
                filed as an exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
                2005and incorporated herein by reference.
            Filed**10.3**
            Stock
                PurchaseAgreement
                dated December 29, 2004, between Amit Sankhala and Steven Bruk filed
                as an
                exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
                2005and incorporated herein by reference.
            Filed**10.4**
            Sublease
                Agreement dated April 1, 2005 between Asset Logics Inc. and CTT
                Distributors Inc. filed as an exhibit to CTT’s Form SB-2/A (Registration
                Statement) filed on August 8, 2005 and incorporated herein by
                reference.
            Filed**31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            Included**99.1**
            Code
                of Ethics filed as an attached exhibit to CTT’s Form 10-KSB (Annual
                Report) filed on April 1, 2005 and incorporated herein by
                reference.
            Filed**99.2**
            Audit
                Committee Charter filed as an attached exhibit to CTT’s Form 10-KSB
                (Annual Report) filed on April 1, 2005 and incorporated herein by
                reference.
            Filed**99.3**
            Disclosure
                Committee Charter filed as an attached exhibit to CTT’s Form 10-KSB
                (Annual Report) filed on April 1, 2005 and incorporated herein by
                reference.
            Filed








***Page
          - 19***





**SIGNATURES**








In
      accordance with the requirements of the Securities Exchange Act of 1934, CTT
      International Distributors Inc. has caused this report to be signed on its
      behalf by the undersigned duly authorized person.








**CTT
      INTERNATIONAL DISTRIBUTORS INC.**







*By:
      /s/ Amit Sankhala*


Name:  **Amit
      Sankhala**


Title **:**  **Director,
      CEO and CFO**


Dated:  **November
      14, 2005**





***Page
          - 20***







**Exhibit
      31**










***Page
          - 21***




**CTT
      INTERNATIONAL DISTRIBUTORS INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Amit
      Sankhala, certify that:




1.
 
      I have reviewed this quarterly report on Form 10-QSB of CTT International
      Distributors Inc.;




2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.




Date:
      November 14, 2005





*/s/
      Amit Sankhala*


Amit
      Sankhala


Chief
      Executive Officer


***Page
          - 22***




**CTT
      INTERNATIONAL DISTRIBUTORS INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Amit
      Sankhala, certify that:




1.
 
      I have reviewed this quarterly report on Form 10-QSB of CTT International
      Distributors Inc.;




2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.




Date:
      November 14, 2005





*/s/
      Amit Sankhala*


Amit
      Sankhala


Chief
      Financial Officer




***Page
          - 23***









**Exhibit
      32**









***Page
          - 24***






**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**






In
      connection with the Quarterly Report of CTT International Distributors Inc.
      (“CTT”) on Form 10-QSB for the period ending June 30, 2005 as filed with the
      Securities and Exchange Commission on the date hereof (the “Report”), I, Amit
      Sankhala, President, Chief Executive Officer of CTT and sole member of the
      Board
      of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002,
      that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of CTT.






*/s/
      Amit Sankhala*


Amit
      Sankhala


Chief
      Executive Officer




November
      14, 2005




***Page
          - 25***




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**




In
      connection with the Quarterly Report of CTT International Distributors Inc.
      (“CTT”) on Form 10-QSB for the period ending June 30, 2005 as filed with the
      Securities and Exchange Commission on the date hereof (the “Report”), I, Amit
      Sankhala, Treasurer and Chief Financial Officer of CTT, certify, pursuant to
      s.906 of the Sarbanes-Oxley Act of 2002, that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of CTT.




*/s/
      Amit Sankhala*


Amit
      Sankhala


Chief
      Financial Officer






November
      14, 2005






***Page
          - 26***