**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB / A**


**2** **nd** **amendment**





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





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





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





For
      the
      transition period from______________ to
      ______________








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








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








Incorporated
                in the State of Delaware
            98-6218467(State
                or other jurisdiction of incorporation or
                organization)
            (I.R.S.
              Employer Identification No.)Suite
                305 - South Tower, 5811 Cooney Road, Richmond, British Columbia,
                V6X
                3M1,Canada(Address
                of principal executive offices)604-733-2600(Issuer’s
                telephone number)Suite
                1000, 885 Dunsmuir Street, Vancouver, British Columbia, V6C 1N5,
                Canada(Former
                name, former address and former fiscal year, if changed since last
                report)








**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





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


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





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


***Page1***


**CTT
      INTERNATIONAL DISTRIBUTORS INC.**





**Form
      10-QSB/A**


**2** **nd** **Amendment**





**EXPLANATORY
      NOTE**




This
      Form 10-QSB/A - 2 nd Amendment for the quarterly period ended June 30, 2005, which was
      originally filed on August 15, 2005 (the “ **Report** ”),
      is
      being filed to solely revise Part I — Financial Information to correct the
      inadvertent omission of certain language from Item 3 - Controls and
      Procedures.





This
      amendment to the Report does not alter any part of the content of the Report,
      except for the changes and additional information provided in this amendment,
      and this amendment continues to speak as of the date of the Report. CTT has
      not
      updated the disclosures contained in this amendment to reflect any events that
      occurred at a date subsequent to the filing of the Report. The filing of this
      amendment is not a representation that any statements contained in the Report
      or
      this amendment are true or complete as of any date subsequent to the date of
      the
      Report. This amendment does not affect the information originally set forth
      in
      the Report, the remaining portions of which have not been amended. Accordingly,
      this Form 10-QSB/A should be read in conjunction with CTT’s filings made with
      the SEC subsequent to the filing of the original Form 10-QSB on August 15,
      2005
      (SEC Accession No. 0001104540-05-000167) and the Form 10-QSB/A - 1 st Amendment filed on November 14, 2005 (SEC Accession No. 0001104540-05-000229).





**PART
      I - FINANCIAL INFORMATION**





**Item
      3. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Amit
      Sankhala, CTT’s Chief Executive Officer and Chief Financial Officer, has
      evaluated the effectiveness of CTT’s disclosure controls and procedures (as such
      term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act
      of
      1934 (the “ **Exchange
      Act** ”
))
      as
      of the end of the period covered by this quarterly report (the “ **Evaluation
      Date** ”).
      Based
      on such evaluation, Mr. Sankhala has concluded that, as of the Evaluation Date,
      CTT’s disclosure controls and procedures are effective in alerting CTT on a
      timely basis to material information required to be included in its reports
      filed or submitted under the Exchange Act.





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      CTT’s internal controls or, to CTT’s knowledge, in other factors that have
      materially affected, or are reasonably likely to materially affect, these
      controls and procedures subsequent to the date CTT carried out this evaluation.








**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:  **March
      13, 2006**





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