**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB**





**[
                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
            11,017,101





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








***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




***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
              
              -
              
              
              -


***Page
            - 5***
 
 CTT
          International Distributors Inc.
 (A
          Development Stage Company)
 Notes
          to the Consolidated Financial Statements
 (Expressed
          in US dollars)
 (Unaudited)
   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.





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.




***Page
          - 11***





**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 and issued an aggregate
      700,000 restricted shares to the subscribers 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





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 and Reports on Form 8-K**





**(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





**(b)**  **Reports
      on Form 8-K.**





No
      reports were filed during the quarter of the fiscal year covered by this
      report.





***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:  **August
      10, 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 quarterly
      report;




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




4.
       
      The registrant’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and we have:




a)
       
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;




b)
       
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the “Evaluation Date”); and




c)
       
      presented in this quarterly report our conclusions about the effectiveness
      of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;






5.
       
      The registrant’s other certifying officer and I have disclosed, based on our
      most recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing the equivalent function):




a)
       
      all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’s
      auditors any material weaknesses in internal controls; and




b)
       
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the registrant’s internal controls; and




6.
       
      The registrant’s other certifying officer and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.







Date:
      August 10, 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 quarterly
      report;




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




4.
       
      The registrant’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and we have:




a)
       
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this quarterly report is being prepared;




b)
       
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the “Evaluation Date”); and




c)
       
      presented in this quarterly report our conclusions about the effectiveness
      of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;




5.
       
      The registrant’s other certifying officer and I have disclosed, based on our
      most recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing the equivalent function):




a)
       
      all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the registrant’s
      auditors any material weaknesses in internal controls; and




b)
       
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the registrant’s internal controls; and




6.
       
      The registrant’s other certifying officer and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.







Date:
      August 10, 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






August
      10, 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






August
      10, 2005






***Page
          - 26***