UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

(Mark One)



[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2007



[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT



For the transition period from ________________ to _______________



000-30919

(Commission file number)



CTT INTERNATIONAL DISTRIBUTORS, INC.

(Exact name of small business issuer as specified in its charter)



|                                  |                    
|--------------------------------- | -------------------
|Delaware                          | 98-6218467         
|(State or other jurisdiction      | (IRS Employer      
|of incorporation or organization) | Identification No.)



500 Mamaroneck Avenue

Harrison, New York  10528

(Address of principal executive offices)



(914) 777-2090

(Issuer's telephone number)



N/A

(Former name, former address and former fiscal year, if changed since last report)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No []



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 14, 2007  9,397,101 shares of common stock



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [ ]   No   [X]





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







---



CTT INTERNATIONAL DISTRIBUTORS, INC.

Index



|                                                                      
|----------------------------------------------------------------------
|Page                                                                  
|Number                                                                
|                                                                      
|PART I.
FINANCIAL INFORMATION                                         
|                                                                      
|Item 1.
Financial Statements                                          
|                                                                      
|Consolidated Balance Sheets as of March 31, 2007 (unaudited)
F-1      
|                                                                      
|Consolidated Statements of Operations
F-2                             
|for the three months ended March 31, 2007 and 2006 (unaudited)        
|                                                                      
|Consolidated Statements of Cash Flows for the
F-3                     
|three months ended March 31, 2007 and 2006 (unaudited)                
|Notes to Consolidated Financial Statements (unaudited)
F-4            
|                                                                      
|Item 2.
Management's Discussion and Analysis or Plan of Operations
2  
|                                                                      
|Item 3.
Controls and Procedures
10                                    
|                                                                      
|PART II.
OTHER INFORMATION                                            
|                                                                      
|Item 1.
Legal Proceedings
10                                          
|                                                                      
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10
|                                                                      
|Item 3.
Defaults Upon Senior Securities
10                            
|                                                                      
|Item 4.
Submission of Matters to a Vote of Security Holders
10        
|                                                                      
|Item 5.
Other Information
10                                          
|                                                                      
|Item 6.
Exhibits
10                                                   
|                                                                      
|SIGNATURES
11                                                         









1









---







CTT International Distributors Inc.

(A Development Stage Company)

March 31, 2007



|                                                  
|--------------------------------------------------
|Index                                             
|                                                  
|                                                  
|Consolidated Balance Sheets
F1                   
|                                                  
|Consolidated Statements of Operations
F2         
|                                                  
|Consolidated Statements of Cash Flows
F3         
|                                                  
|Notes to the Consolidated Financial Statements
F4









---







CTT International Distributors Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)



|                                                                                                                                    |                |                  
|----------------------------------------------------------------------------------------------------------------------------------- | -------------- | -----------------
|                                                                                                                                    | March 31,
2007 | December 31,
2006
|                                                                                                                                    | $              | $                
|                                                                                                                                    | (Unaudited)    |                  
|ASSETS                                                                                                                              |                |                  
|                                                                                                                                    |                |                  
|Current Assets                                                                                                                      |                |                  
|                                                                                                                                    |                |                  
|Cash                                                                                                                                | 4,149          | 16,928           
|Accounts receivable                                                                                                                 |               | 936              
|Prepaid expenses                                                                                                                    | 433            | 429              
|                                                                                                                                    |                |                  
|Total Current Assets                                                                                                                | 4,582          | 18,293           
|                                                                                                                                    |                |                  
|Intangible Assets (Note 3)                                                                                                          | 781            | 937              
|                                                                                                                                    |                |                  
|Total Assets                                                                                                                        | 5,363          | 19,230           
|                                                                                                                                    |                |                  
|                                                                                                                                    |                |                  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                               |                |                  
|                                                                                                                                    |                |                  
|Current Liabilities                                                                                                                 |                |                  
|                                                                                                                                    |                |                  
|Accounts payable                                                                                                                    | 33,083         | 37,793           
|Accrued liabilities                                                                                                                 | 16,442         | 290              
|Due to related party (Note 4)                                                                                                       | 71,430         | 71,430           
|                                                                                                                                    |                |                  
|Total Liabilities                                                                                                                   | 120,955        | 109,513          
|                                                                                                                                    |                |                  
|Contingencies and Commitments (Notes 1 and 5)                                                                                       |                |                  
|                                                                                                                                    |                |                  
|Stockholders Deficit                                                                                                               |                |                  
|                                                                                                                                    |                |                  
|Preferred Stock
Authorized: 5,000,000 preferred shares with a par value of $0.0001
Issued and outstanding: none                     |               |                 
|                                                                                                                                    |                |                  
|Common Stock
Authorized: 30,000,000 common shares with a par value of $0.0001
Issued and outstanding: 34,191,303 shares (Note 6(c)) | 3,420          | 3,420            
|                                                                                                                                    |                |                  
|Additional Paid in Capital                                                                                                          | 119,755        | 119.755          
|                                                                                                                                    |                |                  
|Donated Capital (Note 4(b))                                                                                                         | 18,247         | 16,747           
|                                                                                                                                    |                |                  
|Deficit Accumulated During the Development Stage                                                                                    | (257,014)      | (230,205)        
|                                                                                                                                    |                |                  
|Total Stockholders Deficit                                                                                                         | (115,592)      | (90,283)         
|                                                                                                                                    |                |                  
|Total Liabilities and Stockholders Deficit                                                                                         | 5,363          | 19,230           
|                                                                                                                                    |                |                  



The Accompanying Notes are an Integral Part of These Financial Statements.

F1





---







CTT International Distributors Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in US dollars)

(Unaudited)



|                                    |                                                      |                            |                           
|----------------------------------- | ---------------------------------------------------- | -------------------------- | --------------------------
|                                    | Accumulated
from
May 17, 2004
(Date of Inception) to | For the
Three Months
Ended | For the
Three Months
Ended
|                                    | March 31,                                            | March 31,                  | March 31,                 
|                                    | 2007                                                 | 2007                       | 2006                      
|                                    | $                                                    | $                          | $                         
|                                    |                                                      |                            |                           
|                                    |                                                      |                            |                           
|Revenue                             | 62,367                                               |                           | 5,025                     
|                                    |                                                      |                            |                           
|Cost of Sales                       | (48,103)                                             |                           | (2,897)                   
|                                    |                                                      |                            |                           
|Gross Profit                        | 14,264                                               |                           | 2,128                     
|                                    |                                                      |                            |                           
|                                    |                                                      |                            |                           
|Expenses                            |                                                      |                            |                           
|                                    |                                                      |                            |                           
|Advertising & marketing             | 5,820                                                |                           |                          
|Amortization                        | 1,718                                                | 156                        | 156                       
|Consulting                          | 27,089                                               | 5,823                      | 1,395                     
|Donated services (Note 4(b))        | 18,247                                               | 1,500                      | 1,500                     
|General and administrative          | 26,944                                               | 2,716                      | 2,363                     
|Professional fees                   | 139,437                                              | 16,614                     | 10,049                    
|                                    |                                                      |                            |                           
|Total Expenses                      | 219,255                                              | 26,809                     | 15,463                    
|                                    |                                                      |                            |                           
|Loss from Operations                | (204,991)                                            | (26,809)                   | (13,335)                  
|                                    |                                                      |                            |                           
|Loss on disposal of subsidiary      | (17,741)                                             |                           |                          
|                                    |                                                      |                            |                           
|Net Loss                            | (222,732)                                            | (26,809)                   | (13,335)                  
|                                    |                                                      |                            |                           
|                                    |                                                      |                            |                           
|Loss Per Share  Basic and Diluted  |                                                      |                           |                          
|                                    |                                                      |                            |                           
|                                    |                                                      |                            |                           
|Weighted Average Shares Outstanding |                                                      | 34,191,000                 | 33,051,000                
|                                    |                                                      |                            |                           





The Accompanying Notes are an Integral Part of These Financial Statements.

F2





---







CTT International Distributors Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)



|                                                                            |  |                            |                           
|--------------------------------------------------------------------------- |  | -------------------------- | --------------------------
|                                                                            |  | For the
Three Months
Ended | For the
Three Months
Ended
|                                                                            |  | March 31,                  | March 31,                 
|                                                                            |  | 2007                       | 2006                      
|                                                                            |  | $                          | $                         
|                                                                            |  |                            |                           
|                                                                            |  |                            |                           
|Operating Activities                                                        |  |                            |                           
|                                                                            |  |                            |                           
|Net loss for the year                                                       |  | (26,809)                   | (13,335)                  
|                                                                            |  |                            |                           
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                            |                           
|Amortization                                                                |  | 156                        | 156                       
|Donated services                                                            |  | 1,500                      | 1,500                     
|                                                                            |  |                            |                           
|Changes in operating assets and liabilities:                                |  |                            |                           
|Accounts receivable                                                         |  | 936                        | 2,188                     
|Inventory                                                                   |  |                           | 2,350                     
|Prepaid expenses                                                            |  | (6)                        | (55)                      
|Accounts payable and accrued liabilities                                    |  | 11,444                     | 5,403                     
|                                                                            |  |                            |                           
|Net Cash Flows Used in Operating Activities                                 |  | (12,779)                   | (1,793)                   
|                                                                            |  |                            |                           
|Net Cash Flows Used in Investing Activities                                 |  |                           |                          
|                                                                            |  |                            |                           
|Net Cash Flows Provided by Financing Activities                             |  |                           |                          
|                                                                            |  |                            |                           
|Decrease in Cash                                                            |  | (12,779)                   | (1,793)                   
|                                                                            |  |                            |                           
|Cash  Beginning of Period                                                  |  | 16,928                     | 14,061                    
|                                                                            |  |                            |                           
|Cash  End of Period                                                        |  | 4,149                      | 12,268                    
|                                                                            |  |                            |                           
|                                                                            |  |                            |                           
|Supplemental Disclosures                                                    |  |                            |                           
|                                                                            |  |                            |                           
|Interest paid                                                               |  |                           |                          
|Income taxes paid                                                           |  |                           |                          
|                                                                            |  |                            |                           





The Accompanying Notes are an Integral Part of These Financial Statements.

F3





---

CTT International Distributors Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





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 1,365,003 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 on consolidation. Prior to the acquisition of Distributors, the Companys sole asset consisted of ownership of a 100% interest in 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 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.

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 are 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. As at March 31, 2007, the Company has a working capital deficiency of $116,373 and has accumulated losses of $257,014 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 June 14, 2006 to register 7,148,799 shares of common stock held by existing shareholders for resale at a price of $0.10 per share. The SB-2 was declared effective on June 29, 2006. 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 planned to offer up to 7,500,000 common shares at a price of $0.10 per share for maximum proceeds of $250,000 to the Company.  As at March 31, 2007, the Company has issued 1,140,000 common shares for proceeds of $38,000 with respect to the offering.

Subsequent to period end, the Company entered into Plan of Merger and Stock Purchase Agreements. Refer to Note 6.





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 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.



F4





---

CTT International Distributors Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





2.

Summary of Significant Accounting Principles (continued)

b)

Interim Financial Statements

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-QSB. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Companys audited consolidated financial statements and notes thereto for the year ended December 31, 2006, included in the Companys Annual Report on Form 10-KSB filed on May 15, 2007 with the SEC.

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Companys consolidated financial position at March 31, 2007 and December 31, 2006, and the consolidated results of its operations and consolidated cash flows for the three months ended March 31, 2007 and 2006. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of the results to be expected for future quarters or the full year.

c)

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.  The Company regularly evaluates estimates and assumptions related to donated expenses, revenue recognition, intangible assets, and deferred income tax valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d)

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.

e)

Inventory

Inventory is recorded at the lower of cost and net realizable value on a first-in, first-out basis. At March 31, 2007, the Company did not hold any inventory.

f)

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 March 31, 2007 and 2006, 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.

g)

Financial Instruments and Concentration Risk

The fair value of financial instruments which include cash, accounts receivable, 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. The largest concentration of risk is one customer who represented 55% of the total accounts receivable and from a second customer who represents 38% at December 31, 2006 of the total accounts receivable. For the three months ended March 31, 2007, there was no concentration risk as the Company had no sales revenue and had no uncollected accounts receivable. For the three months ended March 31, 2007, the Company did not purchase any inventory.  For the period ended March 31, 2006, the Company purchased 100% of its inventory from one vendor.



F5





---

CTT International Distributors Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





2.

Summary of Significant Accounting Principles (continued)

h)

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.

i)

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.

j)

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

k)

Foreign Currency Translation

The Companys functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 Foreign Currency Translation, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on 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.

l)

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 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. The Company continually monitors timely payments and assesses any collection issues. The allowance for doubtful accounts is based on the Companys detailed assessment of the collectibility of specific customer accounts. Any significant customer accounts that are not expected to be collected are excluded from revenues.

m)

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.



F6





---

CTT International Distributors Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





2.

Summary of Significant Accounting Principles (continued)

n)

Stock-based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123R Share Based Payments, using the fair value method. The Company has not issued any stock options since its inception.

o)

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, Fair Value Measurements. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of SAB No. 108 did not have a material effect on the Companys financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization.  This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement did not have a material effect on the Company's financial statements.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement did not have a material effect on the Company's financial statements.



F7





---

CTT International Distributors Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





2.

Summary of Significant Accounting Principles (continued)

o)

Recent Accounting Pronouncements (continued)

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement did not have a material effect on the Company's financial statements.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.

p)

Reclassifications

Certain reclassifications have been made to the prior periods financial statements to conform to the current periods presentation.





3.

Intangible Assets

| |                           |        |                            |                                     |                                       
| | ------------------------- | ------ | -------------------------- | ----------------------------------- | --------------------------------------
| |                           | Cost
$ | Accumulated
Amortization
$ | March 31,
2007
Net Carrying
Value
$ | December 31,
2006
Net Carrying
Value
$
| |                           |        |                            |                                     |                                       
| | Website development costs | 2,500  | 1,719                      | 781                                 | 937                                   
| |                           |        |                            |                                     |                                       

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)

At March 31, 2007, the Company had issued demand notes in the amount of $19,900 to the former President of the Company.  The notes are unsecured, non-interest bearing, and due on demand. The Company owes $1,794 to the President of the Company for expenses paid on behalf of the Company, which is unsecured, non-interest bearing and due on demand.

b)

During the three-month period ended March 31, 2007, the Company recognized a total of $1,500 (March 31, 2006 - $1,500) for donated services provided by the former President of the Company.

c)

On April 9, 2006, the Company issued a demand promissory note to the former President of the Company in exchange for cash advances of $41,000.  The note is unsecured, non-interest bearing and due on demand.

d)

On June 9, 2004, the Company issued a demand promissory note to the former President of the Company in exchange for the acquisition of its opening inventory in the amount of $8,736.   The note is unsecured, non-interest bearing and due on demand.



F8





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CTT International Distributors Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)





5.

Commitment

On October 1, 2005, the Company entered into a lease agreement for office premises at a rate of CDN$535 per month plus overhead expenses, on a month-to-month basis.  For the periods ended March 31, 2007 and 2006, the Company incurred rent expense of $1,963 and $1,395, respectively, which has been recorded as general and administrative expense.

6.

Subsequent Events

a)

The Company entered into an Agreement and Plan of Merger (the Merger Agreement) dated April 16, 2007 with Reliablecom Acquisition Corp., a wholly-owned subsidiary of the Company incorporated on April 16, 2007 (Acquisition), Reliablecom, Inc. (Reliablecom), and Kapadia Holdings, Inc., the sole shareholder of Reliablecom (Holdings).  Pursuant to the terms of the Merger Agreement, Acquisition will merge with and into Reliablecom, which will become a wholly-owned subsidiary of the Company (the Merger).  The Company will issue an aggregate of 14,625,000 shares of common stock and 292,500 shares of series A Preferred stock (the Preferred Stock) to Holdings at the time of the closing of the merger. Each share of Preferred Stock will be convertible into 50 shares of the Companys common stock, upon effectuation of an increase in the Companys authorized shares of common stock to 100,000,000 shares.

Upon execution of the Merger Agreement, the Companys former President Amit Sankhala (Sankhala) resigned as an officer and a member of the Board of Directors of the Company. Sankhala also agreed to the return and cancellation of 20,000,000 shares of the Companys common stock owned by him.

Prior to the closing of the Merger Agreement, the Company agreed to change its name to SK3 Group, Inc., declare a two-for-one dividend on outstanding shares of common stock (Refer to Note 6(c)), and complete a private placement offering for an aggregate of $6,500,000 of the Companys common shares at a minimum price of $2.00 per share.

The closing of the Merger Agreement is subject to customary closing conditions. In the event the Merger Agreement has not closed by June 30, 2007, the Merger Agreement shall be terminated unless otherwise agreed to by the respective parties.

b)

On May 9, 2007, the Company, Reliablecom and Sohel Distributors Inc. (SDI), and Sohel Kapadia, the sole shareholder of SDI (Seller), entered into a Stock Purchase Agreement (the Purchase Agreement).  Pursuant to the terms of the Purchase Agreement, Reliablecom will acquire 100% of the issued and outstanding capital stock of SDI in exchange for (i) 85,000 shares of series A preferred stock of the Company (the Preferred Stock), and (ii) an earn-out of additional compensation for three years from the closing. The seller will receive 50% of the quarterly profits in excess of $37,500, together with 50% of the annual profits in excess of $150,000 plus the quarterly profit payments. The purchase price is subject to adjustment in the event the working capital of SDI is less than zero at closing. Each share of Preferred Stock has a liquidation preference of $0.01 and will be convertible into 50 shares of the Companys common stock, upon effectuation of an increase in the Companys authorized shares of common stock to 100,000,000 shares.

Upon closing of the Purchase Agreement, the Company, Reliablecom and the Seller will enter into an Escrow and Lock-up Agreement, subject to various terms, and pursuant to which the Seller will place the Preferred Stock into escrow.

Upon closing of the Purchase Agreement, the Seller will enter into an employment agreement with SDI, pursuant to which the Seller will serve as President of SDI. For the first three years of the term of the employment agreement, the seller will be paid $150,000 per year. The agreement has a term of three years, and will automatically be renewed for additional one year terms unless terminated by either party at lease 90 days prior to expiration.

The closing of the Purchase Agreement is subject to customary closing conditions. The Purchase Agreement may be terminated prior to closing at the election of the Seller or Reliablecom, in the event the Purchase Agreement has not closed by June 30, 2007.

c)

On April 16, 2007, upon entering into the Merger Agreement described in Note 6(a), Sankhala returned to the Company for cancellation 6,000,000 shares of common stock (2,000,000 pre-dividend shares) .  On May 14, 2007, the Company effected a stock split by declaring a stock dividend on the basis of two new shares of common stock for every share of common stock outstanding. All amounts have been retroactively adjusted to reflect the stock dividend.





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Item 2.

Management's Discussion and Analysis or Plan of Operations



The following discussion contains forward-looking statements that are subject to significant risks and uncertainties about us, our current and planned projects, our current and proposed marketing and sales, and our projected results of operations.  There are several important factors that could cause actual results to differ materially from historical results and percentages and results anticipated by the forward-looking statements.  The Company has sought to identify the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurance that the Company has identified all possible risks that might arise.  Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock.  The following discussion and analysis should be read in conjunction with the financial statements of the Company and notes thereto.  This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment from our Management.



Overview



CTT is a start-up, development stage company and has not generated any significant revenues from its e-commerce business operations.



CTT was 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.



In the past fiscal year, CTT focused its efforts on the e-commerce operations of its business, including the development of the website and its strategic alliances for marketing. During the next 12 months, CTT has no current plan to (1) buy any specific additional plant or equipment, (2) conduct any significant research or development activities, or (3) to hire any employees, other than what will be required as part of CTTs plan of operation. See Plan of Operation below for more information.



CTT entered into an Agreement and Plan of Merger (the Merger Agreement) dated April 16, 2007 with Reliablecom Acquisition Corp., a wholly-owned subsidiary of the Company incorporated on April 16, 2007 (Acquisition), Reliablecom, Inc. (Reliablecom), and Kapadia Holdings, Inc., the sole shareholder of Reliablecom (Holdings).  Pursuant to the terms of the Merger Agreement, Acquisition will merge with and into Reliablecom, which will become a wholly-owned subsidiary of the CTT (the Merger).  CTT will issue an aggregate of 14,625,000 post-dividend shares of common stock and 292,500 shares of series A Preferred stock (the Preferred Stock) to Holdings at the time of the closing of the merger. Each share of Preferred Stock will be convertible into 50 post-dividend shares of the Companys common stock, upon effectuation of an increase in CTTs authorized shares of common stock to 100,000,000 shares.





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Upon execution of the Merger Agreement, CTTs former President Amit Sankhala (Sankhala) resigned as an officer and a member of the Board of Directors of CTT. Sankhala also agreed to the return and cancellation of 8,000,000 pre-dividend shares of CTTs common stock owned by him.

Prior to the closing of the Merger Agreement, CTT agreed to change its name to SK3 Group, Inc., and declare a two-for-one dividend on outstanding shares of common stock.

The closing of the Merger Agreement is subject to customary closing conditions. In the event the Merger Agreement has not closed by June 30, 2007, the Merger Agreement shall be terminated unless otherwise agreed to by the respective parties.

On May 9, 2007, CTT, Reliablecom and Sohel Distributors Inc. (SDI), and Sohel Kapadia, the sole shareholder of SDI (Seller), entered into a Stock Purchase Agreement (the Purchase Agreement).  Pursuant to the terms of the Purchase Agreement, Reliablecom will acquire 100% of the issued and outstanding capital stock of SDI in exchange for (i) 85,000 shares of series A preferred stock of CTT (the Preferred Stock), and (ii) an earn-out of additional compensation for three years from the closing. The seller will receive 50% of the quarterly profits in excess of $37,500, together with 50% of the annual profits in excess of $150,000 plus the quarterly profit payments. The purchase price is subject to adjustment in the event the working capital of SDI is less than zero at closing. Each share of Preferred Stock has a liquidation preference of $0.01 and will be convertible into 50 post-dividend shares of the Companys common stock, upon effectuation of an increase in CTTs authorized shares of common stock to 100,000,000 shares.

Upon closing of the Purchase Agreement, CTT, Reliablecom and the Seller will enter into an Escrow and Lock-up Agreement, subject to various terms, and pursuant to which the Seller will place the Preferred Stock into escrow.

Upon closing of the Purchase Agreement, the Seller will enter into an employment agreement with SDI, pursuant to which the Seller will serve as President of SDI. For the first three years of the term of the employment agreement, the seller will be paid $150,000 per year. The agreement has a term of three years, and will automatically be renewed for additional one year terms unless terminated by either party at lease 90 days prior to expiration.

The closing of the Purchase Agreement is subject to customary closing conditions. The Purchase Agreement may be terminated prior to closing at the election of the Seller or Reliablecom, in the event the Purchase Agreement has not closed by June 30, 2007.



Financial Condition



CTT is a development stage company and CTTs ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. This means that CTTs auditors believe there is substantial doubt that CTT can continue as an on-going business for the next twelve months unless CTT obtains additional capital to pay its bills. CTTs auditors report on its 2005 financial statements contained an explanatory paragraph that states that due to recurring losses since inception and negative cash flows substantial doubt exists as to CTTs ability to continue as a going concern. Accordingly, CTTs financial statements contained in this quarterly report have been prepared on a going concern basis, which assumes that CTT will be able to realize its assets and discharge its obligations in the normal course of business. CTT incurred net losses for the period from inception of May 17, 2004 to March 31, 2007 of $222,732.



CTT incurred a net loss of $26,809 during the three month period ended March 31, 2007. As of March 31, 2007, CTT had a cash balance of $4,149, accounts receivable of $0, prepaid expenses of $433, and an intangible asset relating to the website of $781, representing the costs of designing the website of $2,500, net of accumulated amortization of $1,719. CTTs liabilities on March 31, 2007 totaled $120,955, consisting of  $33,083 in accounts payable and $16,442 in accrued liabilities, and $71,430 due to related parties. Accounts payable of $33,083 consisted of $32,896  for legal costs, and $187 for other miscellaneous administrative costs. Accrued liabilities of $16,442 consisted of $1,442 of accrued legal fees and $15,000 of accrued accounting fees. There are no material defaults or past due amounts for the accounts payable or accrued liabilities. When these assets were offset against CTTs liabilities, CTT was left with a working capital deficit of $116,373 at March 31, 2007.



CTTs financial statements included in this quarterly report have been prepared without any adjustments that would be necessary if CTT becomes unable to continue as a going concern and would therefore be required to realize upon its assets and discharge its liabilities in other than the normal course of its business operations.













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Limited operating history; need for additional capital



There is limited 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.



To meet its need for cash, CTT will rely on any revenues generated from its business operations and on debt and equity financings. Any revenue and financings will be applied to (1) development of CTTs website www.cheaperthanthem.com  and implementation of CTTs plan of operation, (2) development and delivery of its products and services, (3) operation of its business, (4) repayment of debt, and (5) working capital. Management does not know for certain how long CTT can satisfy its cash requirements. On August 9, 2006, Amit Sankhala advanced $10,000 to the Company for working capital purposes, secured by an unsecured, demand, non-interest bearing promissory note. Management believes that CTT can satisfy its cash needs until December 2006 based upon its existing cash, receivables and inventory on hand. As well, with the payment terms that CTT has with its suppliers, it can purchase most inventory on 60 day terms. CTT keeps its costs down by not paying Amit Sankhala a salary and keeping its operating expenses low.



If CTT requires additional proceeds, CTT will have to find alternative sources, like a public offering, a private placement of securities, or additional loans from its sole officer or others. CTT has no assurance that future equity 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 e-commerce operations. Equity financing could result in additional dilution to existing shareholders.



At the present time, CTT is seeking equity financing to provide for the capital required to implement the phases of its plan of operation. CTT cannot guaranty that the proceeds raised from any offering, if any, will be enough for it to stay in business.





If CTT is unable to complete any phase of its plan of operation because it does not have enough money, CTT will suspend business operations until CTT raises additional working capital. If CTT cannot raise the required working capital, CTT will either have to suspend operations until it does raise the required working capital, or cease operations entirely. If CTT ceases business operations, CTT does not know what it will do and does not have any plans to do anything else.



Comparison of the Three Month Periods Ended March 31, 2007 and 2006



Results of Operations



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.



For the three month period ended March 31, 2007, CTT incurred a net loss of $26,809, compared to CTTs net loss of $13,335 for the three month period ended March 31, 2006. The increase in net loss for the year three month ended March 31, 2007, as compared to the three month ended March 31, 2006, was primarily due to CTT generating no revenues for the three month period, which resulted in nil profits, an increase in general and administrative expenses, an increase in consulting services, and an increase in professional fees.









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Revenues



CTT has generated revenues of $62,367 from operations since its inception and $0 in revenues for the three month period ended March 31, 2007. For the three month period ended March 31, 2007, CTT did not sell any products.



CTT has generated revenues of $62,367 from operations since its inception and $5,025 in revenues for the three month period ended March 31, 2006 for an average gross margin of 42%.



There is no real reason for the rate of decline on sales of products other than the lack of customer demand on the website.



The breakdown of CTTs sales between its Direct Business and its Fulfillment Business is 100% and nil respectively. 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 mark the product as out of stock on the website. To date, CTT has not made any fulfillment sales.



As a general policy, CTT requires verification of receipt of payment or credit card authorization before it ships products to consumers or wholesale purchasers. CTT has two types of customers that it deals with, one being retail which are internet customers and one being wholesale, which are customers that call up CTT and CTT has had past relationships with. The verification process is for the retail (internet sales) with either credit cards or certified cheques. The wholesale customers are relationships from the past and are given extended credit. Once payment is verified for retail customers, the shipment is shipped. At March 31, 2006, the average days outstanding was 90 days.  There were no sales during the three month period ended March 31, 2007 and no outstanding receivables at March 31, 2007.  There is a direct correlation between the outstanding accounts and CTTs liquidity. CTT will be less able to turn its cash around to purchase inventory so it potentially decreases CTTs profitability.



Operating Expenses



Total operating expenses increased to $26,809 for the three month period ended March 31, 2007, from $15,463 for the three month period ended March 31, 2006, due primarily to an increase in professional fees of $6,565, an increase in consulting services of $ 4,428, and an increase in general and administrative of $353. CTTs expenses decreased because CTT decreased its business operations and its investing and financing activities. Management expects CTTs operating expenses to increase as CTT increases its business operations and its investing and financing activities.



For the three month period ended March 31, 2007, CTT realized $0 in sales of its products. The related cost of sales was $0 resulting in gross profit from operations of $0.  During the same period, CTT incurred (a) general administrative expenses of $2,716; (b) professional fees of $16,614, which included legal fees of $2,514, accounting fees of $6,000 for preparation of the financial statements, and auditors fees of $8,100; (c) consulting fees of $5,823; (d) donated services of $1,500, representing the fair value of services provided by Amit Sankhala, of which Mr. Sankhala does not expect repayment; and (e) amortization of $156 for the accumulated amortization on its website. Therefore, for the three month period ending March 31, 2007, CTT had total net loss of $26,809.



For the three month period ended March 31, 2006, CTT realized $5,025 in sales of its products. The related cost of sales was $2,897, resulting in gross profit from operations of $2,128. CTTs cost of sales consists solely of inventory costs. During the same period, CTT incurred (a) general administrative expenses of $2,363; (b) professional fees of $10,049, which included legal fees of $6,349, accounting fees of $2,700 for preparation of the financial statements, and auditors fees of $1,000; (c) consulting fees of $1,395; (d) donated services of $1,500, representing the fair value of services provided by Amit Sankhala, of which Mr. Sankhala does not expect repayment; and (e) amortization of $156 for the accumulated amortization on its website. Therefore, for the three month period ending March 31, 2006, CTT had total net loss of $13,335.



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, 2005 that there is substantial doubt that CTT will be able to continue as a going concern.







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Off-Balance Sheet Arrangements



CTT has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on CTTs financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, nor does CTT have any non-consolidated, special-purpose entities.



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.



CTT had cash of $4,149 and a working capital deficit of $116,373 at March 31, 2007. During the three month period ended March 31, 2007, CTT funded its operations through existing cash on hand. On April 9, 2006, the Company issued a promissory note to Amit Sankhala for cash advances of $41,000 and on August 9, 2006 the Company issued a promissory note to Amit Sankhala for cash advances of $10,000.



The notes to CTTs consolidated financial statements as of March 31, 2007 contain footnote disclosure regarding CTTs uncertain ability to continue as a going concern. CTT has not generated sufficient revenues to cover its expenses, and CTT has an accumulated deficit of $257,014. While management believes that CTT will begin to generate more revenue during the year, as of March 31, 2007, CTT had $120,955 in current liabilities and CTT cannot assure that it will succeed in generating revenue sufficient to meet its ongoing cash needs.



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.





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 March 31, 2007, there was no allowance for doubtful accounts.



Foreign Currency Transaction / Balances



CTTs functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with SFAS No. 52  Foreign Currency Translation , using the exchange rate prevailing at the balance sheet date. Gains and losses arising on 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.







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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 March 31, 2007, CTT has only generated $62,367 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



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



Plan of Operation for the Next Twelve Months



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



CTT anticipates that it may not be able to satisfy its working capital requirements for the next 12 months. Accordingly, CTT will need to raise additional working capital to continue its operations. CTT anticipates funding its working capital needs for the next 12 months through the equity capital markets and private financings. Although the foregoing actions are expected to cover CTTs anticipated cash needs for working capital and capital expenditures for at least the next 12 months, no assurance can be given that CTT will be able to raise sufficient cash to meet these cash requirements.



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



CTT expects to improve cash flows and operating results by raising additional capital through a registered offering, private placements of stock, and private loans. Therefore, CTT has not contemplated any plan of liquidation if it does not generate revenues. CTT cannot ensure, however, that these plans will be successful.



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.







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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 Fulfillment 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.



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 currently has no in house manufacturing. CTT will identify a trend in electronics being sold by companies such as the Apple iPod or Sony MP3 players and work with the manufacturer to create similar looking and functioning products.



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.







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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 the 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.



Uncertainties Relating To Forward-Looking Statements



This Form 10-QSB Quarterly Report for the three month period ended March 31, 2007, 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



Forward-looking statements in this Form 10-QSB include statements regarding (1) expectation that revenue will increase during fiscal 2006; (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 2006 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 three month period ended March 31, 2007, 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.







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Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2007, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls.

There was no change in our internal controls over financial reporting that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting during the quarter covered by this Report.







Part II.

OTHER INFORMATION



Item 1.

Legal Proceedings



None.



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3.

Defaults Upon Senior Securities



None.



Item 4.

Submission of Matters to a Vote of Security Holders



None.



Item 5.

Other Information



None.



Item 6.

Exhibits



(a)

Exhibits



|               |                                                                                                                                                                             
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description of Exhibit                                                                                                                                                      
|31.1           | Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|32.1           | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive and Financial Officer)              









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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







May 17, 2007

CTT INTERNATIONAL DISTRIBUTORS, INC.





By:/s/ SAJID KAPADIA

Sajid Kapadia,

Chief Executive Officer and

Chief Financial Officer

(Principal Executive, Financial

and Accounting Officer)













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Exhibit 31.1

CERTIFICATIONS



I, Sajid Kapadia, Chief Executive and Financial Officer of CTT International Distributors, Inc., certify that:

1.

I have reviewed this Quarterly Report on Form 10-QSB of CTT International Distributors, Inc.;

2.

Based on my knowledge, this 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 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)

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



c)

disclosed in this report any changes 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 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 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.



|                     |                                      
|-------------------- | -------------------------------------
|Dated:  May 17, 2007 | By: /s/ SAJID KAPADIA                
|                     | Sajid Kapadia                        
|                     | Chief Executive and Financial Officer





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Exhibit 32.1





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. (the Company) on Form 10-QSB for the quarter ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:



(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 presents, in all material respects, the financial condition and results of operations of the Company.



|                    |                                      
|------------------- | -------------------------------------
|Dated:  May17, 2007 | By: /s/ SAJID KAPADIA                
|                    | Sajid Kapadia                        
|                    | Chief Executive and Financial Officer





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