**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**









**FORM
10-QSB**





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





For the
quarterly period ended  **March
31, 2005**





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





For the
transition period from _______________ to
_______________








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








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








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








**APPLICABLE
ONLY TO CORPORATE ISSUERS**





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


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





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







***Page
- 1***








**PART
I - FINANCIAL INFORMATION**





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








**CTT
International Distributors Inc.**


(A
Development Stage Company)


March 31,
2005








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








***Page
- 2***





CTT
International Distributors Inc.


(A
Development Stage Company)


Consolidated Balance Sheet


(Expressed
in U.S. dollars)








March
      31,
      2005
      $
    
    December
      31,
      2004
      $(Unaudited)
    
    
    (Audited)ASSETSCurrent
      AssetsCash
    
    
    11,259
    
    
    28,124Accounts
      receivable
    
    
    11,600
    
    
    22,829Inventory
    
    
    1,400
    
    
    400Total
      Current Assets
    
    
    24,259
    
    
    51,353Intangible
      Assets (Note 3)
    
    
    2,031
    
    
    2,188Total
      Assets
    
    
    26,290
    
    
    53,541LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
    
    
    63,171
    
    
    63,534Accrued
      liabilities
    
    
    3,000
    
    
    13,996Due
      to related party (Note 4(a))
    
    
    11,156
    
    
    11,156Note
      payable (Note 5)
    
    
    8,736
    
    
    8,736Total
      Liabilities
    
    
    86,063
    
    
    97,422Contingencies
      and Commitments (Notes 1 and 6)Stockholders’
      Equity (Deficit)Preferred
      Stock
      Authorized:
      5,000,000 preferred shares with a par value of $0.0001
      Issued
      and outstanding: nil
    
    
    -
    
    
    -Common
      Stock
      Authorized:
      30,000,000 common shares with a par value of $0.0001
      Issued
      and outstanding: 10,317,101 shares
    
    
    1,032
    
    
    1,032Additional
      Paid in Capital
    
    
    38,752
    
    
    38,752Donated
      Capital
    
    
    5,000
    
    
    3,500Accumulated
      Deficit
    
    
    (104,557
    )
    
    (87,165
    )Total
      Stockholders’ Equity (Deficit)
    
    
    (59,773
    )
    
    (43,881
    )Total
      Liabilities and Stockholders’ Equity (Deficit)
    
    
    26,290
    
    
    53,541





F-1


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





***Page
- 3***





CTT
International Distributors Inc.


(A
Development Stage Company)


Consolidated Statement of Operations


(Expressed
in U.S. dollars)





Accumulated
      From
      May
      17, 2004
      (Date
      of Inception)
      to
      March 31,
      2005
      $
    
    
    For
      the Three Months ended March 31,
      2005
      $
    
    
    From
      May
      17, 2004
      (Date
      of Inception)
      to
      December 31,
      2004
      $(Unaudited)
    
    
    (Unaudited)
    
    
    (Audited)Net
      Revenue
    
    
    31,789
    
    
    1,000
    
    
    30,789Cost
      of Sales
    
    
    31,836
    
    
    4,000
    
    
    27,836Gross
      Profit
    
    
    (47
    )
    
    (3,000
    )
    
    2,953ExpensesAdvertising
      & marketing
    
    
    5,737
    
    
    -
    
    
    5,737Amortization
    
    
    469
    
    
    157
    
    
    312Consulting
    
    
    3,594
    
    
    1,305
    
    
    2,289Donated
      services
    
    
    5,000
    
    
    1,500
    
    
    3,500General
      and administrative
    
    
    10,346
    
    
    5,540
    
    
    4,806Professional
      fees
    
    
    27,341
    
    
    5,890
    
    
    21,451Total
      Expenses
    
    
    52,487
    
    
    14,392
    
    
    38,095Loss
      from Operations
    
    
    (52,534
    )
    
    (17,392
    )
    
    (35,142
    )Loss
      on disposal of subsidiary
    
    
    (17,741
    )
    
    -
    
    
    (17,741
    )Net
      Loss for the Period
    
    
    (70,275
    )
    
    (17,392
    )
    
    (52,883
    )Basic
      and Diluted Loss Per Share
    
    
    
    
    
    -
    
    
    (0.01
    )Weighted
      Average Shares Outstanding
    
    
    
    
    
    10,317,000
    
    
    10,312,000







F-2


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





***Page
- 4***





CTT
International Distributors Inc.


(A
Development Stage Company)


Consolidated Statement of Cash Flows


(Expressed
in U.S. dollars)





For
      the Three Months ended March 31,
      2005
      $
    
    
    From
      May
      17, 2004
      (Date
      of Inception)
      to
      December 31,
      2004
      $(Unaudited)
    
    
    (Audited)Cash
      Flows Used In Operating ActivitiesNet
      loss for the period
    
    
    (17,392
    )
    
    (52,883
    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
    
    
    157
    
    
    312Donated
      services
    
    
    1,500
    
    
    3,500Loss
      on disposal of subsidiary
    
    
    -
    
    
    17,741Changes
      in operating assets and liabilities:Decrease
      (increase) in accounts receivable
    
    
    11,229
    
    
    (22,829
    )(Increase)
      decrease in inventory
    
    
    (1,000
    )
    
    8,336Increase
      in accounts payable and accrued liabilities
    
    
    (11,359
    )
    
    25,745Net
      Cash Used In Operating Activities
    
    
    (16,865
    )
    
    (20,078
    )Cash
      Flows Used In Investing ActivitiesWeb
      site development costs
    
    
    -
    
    
    (2,500
    )Disposal
      of subsidiary
    
    
    -
    
    
    1,726Cash
      received on acquisition of CTT Distributors Ltd.
    
    
    -
    
    
    718Net
      Cash Flows Used In Investing Activities
    
    
    -
    
    
    (56
    )Cash
      Flows Provided by Financing ActivitiesAdvances
      from a related party
    
    
    -
    
    
    11,156Proceeds
      from issue of common stock
    
    
    -
    
    
    37,102Net
      Cash Flows Provided by Financing Activities
    
    
    -
    
    
    48,258Increase
      (Decrease)  in Cash and Cash Equivalents
    
    
    (16,865
    )
    
    28,124Cash
      and Cash Equivalents - Beginning of Period
    
    
    28,124
    
    
    -Cash
      and Cash Equivalents - End of Period
    
    
    11,259
    
    
    28,124Non-cash
      Investing and Financing ActivitiesInventory
      purchased by issue of note payable
    
    
    -
    
    
    8,736Forgiveness
      of debt owing from a related party on disposal of
    subsidiary
    
    
    -
    
    
    (15,000
    )Forgiveness
      of intercompany debt on disposal of subsidiary
    
    
    -
    
    
    34,399Supplemental
      DisclosuresInterest
      paid
    
    
    -
    
    
    -Income
      taxes paid
    
    
    -
    
    
    -








F-3


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





***Page
- 5***





CTT
International Distributors Inc.


(A
Development Stage Company)


Notes to the Consolidated Financial Statements


(Expressed
in U.S. dollars)


(Unaudited)




1.  Development
Stage Company




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




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




The
Company is in the development stage and planned principal activities have
commenced, but to date there has been no significant revenue. In a development
stage company, management devotes most of its activities to developing a market
for its products and services. These consolidated financial statements have been
prepared on a going concern basis, which implies the Company will continue to
realize its assets and discharge its liabilities in the normal course of
business. The Company has not generated significant revenue and has never paid
any dividends. The Company is unlikely to pay dividends or generate significant
earnings in the immediate or foreseeable future. The continuation of the Company
as a going concern and the ability of the Company to emerge from the development
stage is dependent upon the continued financial support from its shareholders,
the ability of the Company to obtain necessary equity financing to continue
operations and to generate sustainable significant revenue. There is no
guarantee that the Company will be able to raise any equity financing or
generate profitable operations. The Company has a working capital deficiency of
$61,804 and has accumulated losses of $70,275 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.





2.  Summary
of Significant Accounting Principles




a)
    Basis
      of Presentation




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




b)
    Use
      of Estimates




The
preparation of financial statements in conformity with U.S. 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.




c)
    Cash
      and Cash Equivalents




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





F-4








***Page
- 6***





CTT
International Distributors Inc.


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars)


(Unaudited)





2.  Summary
of Significant Accounting Principles (continued)




d)
    Inventory




Inventory
is recorded at the lower of cost and net realizable value on a first-in,
first-out basis. At March 31, 2005, inventory consisted of music related
multimedia electronic products held for sale.




e)
    Comprehensive
      Loss


SFAS No.
130, “ *Reporting
Comprehensive Income* ,”
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at March 31, 2005 and December
31, 2004, the Company has no items that represent a comprehensive loss and,
therefore, has not included a schedule of comprehensive loss in the consolidated
financial statements .





f)
    Financial
      Instruments and Concentration Risk




The fair
value of financial instruments which include cash, accounts payable, accrued
liabilities, note payable and due to a related party were estimated to
approximate their carrying value due to the immediate or relatively short
maturity of these instruments. Financial instruments which potentially subject
the Company to a concentration of credit risk consist primarily of cash and
accounts receivable. The Company deposits cash with a high quality financial
institution. Concentration of credit risk relating to accounts receivable is
limited to various customers from various locations. The largest concentration
of risk is one customer who represents 52% of the total accounts receivable and
from a second customer who represents 48% of the total accounts receivable. The
Company has set up an allowance for doubtful accounts in the amount of $5,900 to
cover potential credit risk. For the
three month period ended March 31, 2005 , revenue
from one customer represented 100% of total revenue. For the period from
inception on May 17, 2004 to December 31, 2004, revenue from one customer
represented 55% of total revenue and from a second customer represented 20% of
total revenue. For the three month period ended March 31, 2005, the Company
purchased 100% of its inventory from one vendor. For the period from inception
on May 17, 2004 to December 31, 2004, the Company purchased 72% of its inventory
from one vendor.




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




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




h)
    Website
      Development Costs




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




i)
    Long-Lived
      Assets




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











F-4





***Page
- 7***





CTT
International Distributors Inc.


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars)


(Unaudited)





2.  Summary
of Significant Accounting Principles (continued)




j)
    Foreign
      Currency Translation




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




k)
    Revenue
      Recognition




The
Company recognizes revenue from the sale of electronic products, such as MP3
players, in accordance with Securities and Exchange Commission Staff Accounting
Bulletin No. 104 (“SAB 104”), “ *Revenue
Recognition in Financial Statements* ”.
Revenue consists of the sale of electronic products and are recognized only when
the price is fixed or determinable, persuasive evidence of an arrangement
exists, the product is shipped, and collectibility
is reasonably assured .
Allowances for doubtful accounts are based on estimate of losses on customer
receivable balances. For the three months ended March 31, 2005, the Company
recorded an allowance for doubtful accounts of $5,000 that is reflected as a
reduction of revenue (December 31, 2004 - $905). The Company has a total
allowance for doubtful accounts of $5,905 as of March 31, 2005.




l)
    Income
      Taxes




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




m)
    Recent
      Accounting Pronouncements




In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123R, “ *Share
Based Payment* ”. SFAS
123R is a revision of SFAS No. 123 “ *Accounting
for Stock-Based Compensation* ”, and
supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and
its related implementation guidance. SFAS 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity’s equity instruments or that may be settled by the issuance of
those equity instruments. SFAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS 123R does not change the accounting guidance for share-based
payment transactions with parties other than employees provided in SFAS 123 as
originally issued and Emerging Issues Task Force Issue No. 96-18, “ *Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services* ”. SFAS
123R does not address the accounting for employee share ownership plans, which
are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for
Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during which an
employee is required to provide service in exchange for the award - the
requisite service period (usually the vesting period). SFAS 123R requires that
the compensation cost relating to share-based payment transactions be recognized
in financial statements. That cost will be measured based on the fair value of
the equity or liability instruments issued. The scope of SFAS 123R includes a
wide range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Public entities that file as small business
issuers will be required to apply SFAS 123R in the first interim or annual
reporting period that begins after December 15, 2005. The adoption of this
standard is not expected to have a material effect on the Company’s results of
operations or financial position.








F-5





***Page
- 8***





CTT
International Distributors Inc.


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars)


(Unaudited)





2.  Summary
of Significant Accounting Principles (continued)




m)  Recent
Accounting Pronouncements (continued)






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







n)
    Interim
      Financial Statements




These
interim unaudited financial statements for the period ended March 31, 2005 have
been prepared on the same basis as the annual financial statements and in the
opinion of management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company’s financial
position, results of operations and cash flows for the periods shown. The
results of operations for such periods are not necessarily indicative of the
results expected for a full year or for any future period.








3.  Intangible
Assets




Cost
      $
    
    
    Accumulated
      Amortization
      $
    
    
    March
      31,
      2005
      Net
      Carrying
      Value
      $
    
    
    December
      31,
      2004
      Net
      Carrying
      Value
      $Website
      development costs
    
    
    2,500
    
    
    469
    
    
    2,031
    
    
    2,188




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








4.  Related
Party Balances/Transactions




a)
    The
      Company issued a demand note in the amount of $9,900 to the President of
      the Company. The note is unsecured, non-interest bearing and due on
      demand. The Company also owes $1,256 to the President of the Company for
      expense reimbursements, which are non-interest bearing, unsecured and due
      on demand.




b)
    During
      the three month period ended March 31, 2005, the Company recognized a
      total of $1,500 for donated services provided by the President of the
      Company.








5.  Note
Payable




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








F-6





***Page
- 9***





CTT
International Distributors Inc.


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars)


(Unaudited)





6.  Commitments




The
Company entered into a lease agreement for office premises at a rate of
CDN$6,000 per annum, for a one year term expiring May 17, 2005. The rent due for
May and June, 2004 was waived by the Landlord.  No other
terms of the lease have been modified as a result of the waiver of rent. The
Company incurred rent expense of US$1,219 for the period ended March 31, 2005
(December 31, 2004 - US$1,242).The Company entered into a lease agreement for
office premises at a rate of CDN$12,000 per annum, for a one year term expiring
April 1, 2006, which replaced the previous office lease agreement.








7.  Merger
Agreement




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







F-7





***Page
- 10***








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





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





**Overview**





CTT is a
holding company merged under the laws of the State of Delaware on January 7,
2005. CTT was formed by the merger of Slabsdirect.com, Inc. (“ **Slabsdirect** ”) and
CTT International Distributors Inc. (“ **MergeCo** ”)
Slabsdirect was incorporated under the laws of the State of Delaware on January
14, 2000. MergeCo was incorporated under the laws of the State of Delaware on
November 1, 2004. As part of the merger, the Articles of Slabsdirect were
adopted as the Articles of CTT.





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





On
December 29, 2004, Slabsdirect agreed to issue 455,001 shares of common stock in
exchange for all of the issued and outstanding shares of common stock of the
Subsidiary. 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 the Subsidiary 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 the Subsidiary, Slabdirect’s sole asset consisted of
ownership of a 100% interest in the issued and outstanding capital stock of
Slabsdirect.com Online (BC) Ltd. (“ **SlabsOnline** ”), a
company incorporated in the Province of British Columbia, Canada. SlabsOnline
has been unsuccessful in the business of establishing a vertical trade portal on
the Internet for the natural stone industry. Slabsdirect disposed of its
interest in SlabsOnline to the former president of Slabsdirect pursuant to the
stock purchase agreement dated December 29, 2004. See Exhibit 10.2 - Stock
Purchase Agreement for more details.





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





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





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





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




***Page
- 11***





**Results
of Operations**





Revenues





CTT has
generated revenues of $31,789 from operations since its inception.





CTT
anticipates that significant revenues will not be achieved until the third
quarter of the 2005 fiscal year. There is no guaranty that CTT will generate
revenues from its website, or that if CTT does complete its marketing phase in
its plan of operation, 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, 2005, CTT realized $1,000 in sales of its
products. The concurrent cost of sales was $4,000, resulting in a loss from
operations of $3,000. During the same period, CTT incurred (a) general
administrative expenses of $5,540; (b) professional fees of $5,890, which
included legal fees of $3,040, accounting fees of $1,350 for preparation of the
financial statements, and auditor’s fees of $1,500 (c) consulting fees of
$1,305; (d) donated services of $1,500, provided by Amit Sankhala; and (e)
amortization of $157 for the accumulated amortization on its website. Therefore,
for the three month period ending March 31, 2005, CTT had total net loss of
$17,392.





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





As of
March 31, 2005, CTT had total assets of $26,290 consisting of cash of $11,259,
accounts receivable of $11,600, inventory of $1,400, and an intangible asset
relating to its website domain name and website development costs of $2,031.
CTT’s liabilities on March 31, 2005 totalled $86,063, consisting of $63,171 in
accounts payable and $3,000 in accrued liabilities, $11,156 due to related
parties and $8,736 in notes payable. There are no material defaults or past due
amounts for the accounts payable or accrued liabilities.





**Liquidity
and Capital Resources**





CTT had
cash of $11,259 and a working capital deficit of $61,804 at March 31, 2005.
During the three month period ended March 31, 2005, CTT used $16,865 in cash for
operating activities. Cash used in operations of $16,865 was financed by
existing cash on hand. During the period there was a decrease in working
capital of $15,735, resulting from the payment of expenditures over revenues for
the three month period and the payment of accounts payable and accrued
liabilities, which was offset by the collection of accounts
receivable.   As of March 31, 2005, CTT has accumulated a deficit
of $104,557 since inception and has a stockholder’s deficiency of $59,773. CTT
has no contingencies or long- term commitments.





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





Amit
Sankhala believes that CTT’s existing capital resources will be sufficient to
fund its current level of operating activities, capital expenditures and other
obligations through the next six months. However, if during that period or
thereafter, CTT is not successful in generating sufficient liquidity from
operations or in raising sufficient capital resources, on terms acceptable to
the CTT, this could have a material adverse effect on CTT’s business, results of
operations, liquidity and financial condition.






***Page
- 12***





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





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





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





Amit
Sankhala anticipates that CTT 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,
Amit Sankhala expects revenues generated from is website to contribute to CTT’s
required working capital, but expects that the revenues generated from its
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.





Amit
Sankhala plans to improve CTT’s 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.





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 its website so that it is more visually
appealing and technologically sound and (2) update its product line and visuals
on its 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 its
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 more specialty kits, marine
antiquities, marine prints, multimedia products, educational products, and
radio-controlled products.





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
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 its 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
its website and have customers perceive its 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.




***Page
- 13***





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





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





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





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





**Critical
Accounting Policies**





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





Revenue
Recognition





CTT
recognizes revenue from the sale of electronic products, such as MP3 players, in
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
104 (“SAB 104”), “ *Revenue
Recognition in Financial Statements* ”.
Revenue consists of the sale of electronic products and is recognized only when
the price is fixed or determinable, persuasive evidence of an arrangement
exists, the product is shipped, and collectibility is reasonably assured.





Trade
accounts receivable relate to the sale of electronic products, such as MP3
players. Management regularly reviews the collectibility of any outstanding
balance, together with management’s 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. For the
three months ended March 31, 2005, CTT recorded an allowance for doubtful
accounts of $5,000 that is reflected as a reduction of revenue (December 31,
2004 - $905). CTT has a total allowance for doubtful accounts of $5,905 as of
March 31, 2005 .





***Page
- 14***





Inventory





Inventory
is determined on a first-in, first-out basis and is stated at the lower of cost
or market. Market is determined based on the net realizable value, with
appropriate consideration given to obsolescence, excessive levels, deterioration
and other factors.





Foreign
Currency Transaction/ Balances





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





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 norm al course
of business. Certain conditions, discussed below, currently exist that raise
substantial doubt upon the validity of this assumption. The financial statements
d o 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, 2005, CTT has only generated $30,789 in revenues since inception, and
has experienced negative cash flow from its e-commerce activities. CTT may look
to secure additional funds through future debt or equity financings. Such
financings may not be available or may not be available on reasonable terms.





**Internal
and External Sources of Liquidity**





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





**Inflation**





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





**Uncertainties
Relating To Forward-Looking Statements**





This Form
10-QSB Quarterly Report for the three month period ended March 31, 2005,
including the management’s discussion and analysis of financial condition and
results of operations, as well as other sections of this Quarterly Report
contain “forward-looking” statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other United States federal
securities laws. Certain information contained or incorporated by reference in
this Quarterly Report, including the information set forth as to the future
financial or operating performance of CTT, constitutes “forward-looking
statements”. These statements may be identified by their use of words like
“plans”, “expect”, “aim”, “believe”, “projects”, “anticipate”, “intend”,
“estimate”, “will”, “should”, “could”, “contemplate”, “target”, “continue”,
“budget”, “may”, “schedule”, and other similar expressions that indicate future
events and trends and identify forward-looking statements. All statements, other
than historical statements of fact, that address expectations or projections
about the future, including statements about CTT’s strategy for growth, product
development, market position, expenditures and financial results, are
forward-looking statements




***Page
- 15***





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





These
forward-looking statements involve a number of risks and uncertainties,
including, but not limited to, those discussed in these paragraphs. Factors that
could cause future results to differ from these expectations include general
economic conditions particularly related to demand for CTT’s products and
services; changes in business strategy; competitive factors (including the
introduction or enhancement of competitive services); pricing pressures; changes
in operating expenses; inability to attract or retain consulting, sales and/or
development talent; changes in customer requirements; and/or evolving industry
standards; and other factors described in CTT’s filings with the Securities and
Exchange Commission. The results that CTT achieves may differ materially from
any forward-looking statements due to these risks and uncertainties. The
forward-looking statements in this Form 10-QSB for the three month period ended
March 31, 2005, are subject to risks and uncertainties that could cause actual
results to differ materially from this results expressed in or implied by the
statements contained in this report.





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





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





**Item
3. Controls and Procedures.**





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




***Page
- 16***





**PART
II - OTHER INFORMATION**





**Item
1. Legal Proceedings.**





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





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





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





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





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





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





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





**Item
6. Exhibits and Reports on Form 8-K**





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





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





**Exhibit**
    **Description**
    **Status****3.1**
    Certificate
      of Ownership of Slabsdirect.com, Inc. and CTT International Distributors
      Inc. filed as an Exhibit to CTT’s Form 8-K (Current Report) filed on
      January 12, 2005 and incorporated herein by reference.
    Filed**3.2**
    Certificate
      of Incorporation for Slabsdirect.com, Inc. filed as an Exhibit to CTT’s
      Form 10-SB (Registration Statement) filed on June 28, 2000 and
      incorporated herein by reference.
    Filed**3.3**
    By-laws
      of Slabsdirect.com, Inc. filed as an Exhibit to CTT’s Form 10-SB
      (Registration Statement) filed on June 28, 2000 and incorporated herein by
      reference.
    Filed**3.4**
    Certificate
      of Incorporation for CTT Distributors Ltd. filed as an Exhibit to CTT’s
      Form 10-KSB (Annual Report) filed on April 1, 2005 and incorporated herein
      by reference
    Filed**3.5**
    Notice
      of Articles for CTT Distributors Ltd. filed as an Exhibit to CTT’s Form
      10-KSB (Annual Report) filed on April 1, 2005 and incorporated herein by
      reference.
    Filed**3.6**
    Articles
      of CTT Distributors Ltd. filed as an Exhibit to CTT’s Form 10-KSB (Annual
      Report) filed on April 1, 2005 and incorporated herein by
      reference.
    Filed**10.1**
    Share
      Exchange Agreement dated December 29, 2004, among Slabsdirect.com, Inc,
      CTT Distributors Ltd., and the shareholders of CTT Distributors Ltd. filed
      as an exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
      2005and incorporated herein by reference.
    Filed
   ***Page
- 17***
   **10.2**
    Stock
      PurchaseAgreement
      dated December 29, 2004, between Steven Bruk and Slabsdirect.com, Inc.
      filed as an exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
      2005and incorporated herein by reference.
    Filed**10.3**
    Stock
      PurchaseAgreement
      dated December 29, 2004, between Amit Sankhala and Steven Bruk filed as an
      exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
      2005and incorporated herein by reference.
    Filed**31**
    Certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    Included**32**
    Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
    Included**99.1**
    Code
      of Ethics filed as an attached exhibit to CTT’s Form 10-KSB (Annual
      Report) filed on April 1, 2005 and incorporated herein by
      reference.
    Filed**99.2**
    Audit
      Committee Charter filed as an attached exhibit to CTT’s Form 10-KSB
      (Annual Report) filed on April 1, 2005 and incorporated herein by
      reference.
    Filed**99.3**
    Disclosure
      Committee Charter filed as an attached exhibit to CTT’s Form 10-KSB
      (Annual Report) filed on April 1, 2005 and incorporated herein by
      reference.
    Filed





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





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














**SIGNATURES**








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








**CTT
INTERNATIONAL DISTRIBUTORS INC.**








By:*/s/
Amit Sankhala*


Name:  **Amit
Sankhala**


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


Dated:  **May
13, 2005**








***Page
- 18***















**Exhibit
31**

















***Page
- 19***







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


**CERTIFICATIONS
PURSUANT TO**


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






**CERTIFICATION**






I, Amit
Sankhala, certify that:






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




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




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




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




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




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




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




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




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




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




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






Date: May
13, 2005




*/s/
Amit Sankhala*


Amit
Sankhala


Chief
Executive Officer










***Page
- 20***







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


**CERTIFICATIONS
PURSUANT TO**


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






**CERTIFICATION**






I, Amit
Sankhala, certify that:




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




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




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




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




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




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




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




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




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




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




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






Date: May
13, 2005




*/s/
Amit Sankhala*


Amit
Sankhala


Chief
Financial Officer







***Page
- 21***

















**Exhibit
32**















***Page
- 22***











**CERTIFICATION
PURSUANT TO**


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


**AS
ADOPTED PURSUANT TO**


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













In
connection with the Quarterly Report of CTT International Distributors Inc.
(“CTT”) on Form 10-QSB for the period ending March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Amit
Sankhala, President, Chief Executive Officer of CTT and sole member of the Board
of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002,
that:






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




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








*/s/
Amit Sankhala*


Amit
Sankhala


Chief
Executive Officer






May 13,
2005







***Page
- 23***











**CERTIFICATION
PURSUANT TO**


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


**AS
ADOPTED PURSUANT TO**


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













In
connection with the Quarterly Report of CTT International Distributors Inc.
(“CTT”) on Form 10-QSB for the period ending March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Amit
Sankhala, Treasurer and Chief Financial Officer of CTT, certify, pursuant to
s.906 of the Sarbanes-Oxley Act of 2002, that:






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




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










*/s/
Amit Sankhala*


Amit
Sankhala


Chief
Financial Officer






May 13,
2005






***Page
- 24***