**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 **FORM
10-KSB**
 
 
 **[
      X ]**
    **ANNUAL
      REPORT UNDER SECTION 13 0R 15(****d****)
      OF THE SECURITIES EXCHANGE ACT OF
1934**
 
 For the
fiscal year ended   **December
31, 2004**
 
 **[   
      ]**
    **TRANSITION
      REPORT UNDER SECTION 13 0R 15(****d****)
      OF THE SECURITIES EXCHANGE ACT OF
1934**
 
 For the
transition period from
 Commission
file number  **000-30919**
 
 
 **CTT
      INTERNATIONAL DISTRIBUTORS INC.**(Name
      of Small Business Issuer in its charter)
 
 
 Delaware
      (State
      or other jurisdiction of incorporation or organization)
    98-6218467
      (I.R.S.
      Employer Identification No.)1145
      West 7thAvenue, Vancouver, British Columbia, Canada
      (Address
      of principal executive offices)
    V6H
      1B5
      (Zip
      Code)
 
 Issuer’s
telephone number (604)
733-2600
 
 
 Securities
registered pursuant to Section 12(b) of the Act:
 **Title
      of each class**
    **Name
      of each exchange on which registered**None
    N/A
 
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 
 Common
      Stock - $0.0001 par value(Title
      of Class)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the last 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 [   ]**
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. **[
x ]**
 
 ***Page
- 1***
 State
issuer’s revenues for its most recent fiscal year.   **$30,789**
 
 State the
aggregate market value of the voting and non-voting common equity held by **non-affiliates** computed
by reference to the price at which the common equity was sold, or the average
bid and asked price of such common equity, as of a specified date within the
past 60 days: **$110,380
as of March 31, 2005 {$0.10 X 455,000 plus $0.20 X 312,500 plus $0.0026 X
915,433}**
 
 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 March 31, 2005**Common
      Stock - $0.0001 par value
    10,317,101
 
 Documents
incorporated by reference:  **None**
 
 Transitional
Small Business Disclosure Format (Check one): **Yes [   ] No [ x ]**
 
  ***Page
- 2***
  
 **Forward
Looking Statements**
 
 This
Annual Report on Form 10-KSB for the year ended December 31, 2004, including the
discussion of the business of CTT Distributors International Inc. (“CTT” or the
“Company”), management’s discussion and analysis of financial condition and
results of operations, as well as other sections of this Annual Report contain
“forward-looking” statements within the meaning of United States federal
securities laws. Certain information contained or incorporated by reference in
this Annual 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-KSB 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 the
Website; (8) uncertainty of utilizing deferred tax assets; and (9) expectation
that inflation will not have a material impact on future operations. All
forward-looking statements are made as of the date of filing of this Form 10-KSB
and CTT disclaims any duty to update such statements.
 
 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-KSB for the fiscal year ended
December 31, 2004, 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-KSB and CTT disclaims any duty to update
any such forward-looking statements.
 
 CTT may,
from time to time, make oral forward-looking statements. CTT strongly advises
that the above paragraphs and the risk factors described in this 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.
 
 ***Page
- 3***
 ****
 ****
 **PART
I**
   
 **Item
1.**  **Description
of Business.**
 
 **General**
 
 CTT
International Distributors Inc. (“**CTT**”) is a
holding company merged under the laws of the State of Delaware on January 7,
2005. CTT was formed by the merger of Slabsdirect.com, Inc. and CTT
International Distributors Inc. Slabsdirect.com, Inc. was incorporated under the
laws of the State of Delaware on January 14, 2000 (“Slabsdirect”). 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.

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.

Pursuant
to a share exchange agreement dated 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. The acquisition was
considered a reverse acquisition for accounting and financial reporting
purposes. See Exhibit 10.1 - Share Exchange Agreement for more
details.

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.
 
 CTT
maintains its statutory registered agent’s office at 3511 Silverside Road, Suite
105, Wilmington, Delaware and its business office is located at 1145 West
7 th Avenue,
Vancouver, British Columbia, V6H 1B5, Canada. CTT’s office telephone number is
(604) 733-2600.
 
 Neither
CTT nor the Subsidiary have been involved in any bankruptcy, receivership or
similar proceedings. There has been no material reclassification, merger,
consolidation or purchase or sale of a significant amount of assets not in the
ordinary course of CTT’s business.
 
 References
in this Annual Report to CTT includes the Subsidiary, unless otherwise
stated.
 
 **Business
of CTT**
 
 CTT is in
the e-commerce business and provides high-quality, non-branded computer and
electronic merchandise at discount prices to the internet consumer through its
website www.cheaperthanthem.com (the
“ **Website** ”). The
Website was designed and is maintained by CTT’s sole officer and director, Amit
Sankhala. Mr. Sankhala does not charge CTT for maintaining the Website. The
Website is hosted by Ezyra E-Business Services, an unrelated party, which
charges CTT an annual fee of $372.36 to host the Website. See Exhibit 10.4 -
Hosting Agreement for more information.
 
 **Products
and Services**
 
 CTT has a
direct business, in which it buys and takes possession of excess electronic and
computer inventory for resale (the “ **Direct
Business** ”). In
addition, CTT has a fulfillment partner business, in which CTT facilitates the
sale of merchandise of other retailers, cataloguers or manufacturers
(collectively “ **Fulfillment
Partners** ”)
through the Website (the “ **Fulfillment
Partner Business** ”).
 
 For both
the Direct Business and Fulfillment Partner Business, CTT has developed a
consumer and a wholesaler sales channel. Therefore, CTT’s business consists
primarily of four combinations of these components: direct consumer, direct
wholesaler, fulfillment partner consumer and fulfillment partner
wholesaler.
 
 CTT
utilizes the Internet to create a more efficient market for liquidation computer
and electronic merchandise. CTT provides consumers and businesses with quick and
convenient access to high-quality, non-branded computer and electronic
merchandise at discount prices.
 
 CTT’s
objective is to leverage the Internet to become the dominant closeout solution
for holders of non-branded computer and electronic merchandise. CTT is pursuing
this objective through the following key strategies:
 
 !
    CTT
      intends to source its products from lower cost jurisdictions, primarily in
      Asia.
 !
    CTT
      offers a 30-day money back guarantee on all products. Customers pay for
      shipping on purchases and returns. If returned, the item is checked for
      damage and repackaged if sound.
 !
    Management
      believes that by utilizing targeted online campaigns such as banner ad and
      e-mail campaigns, the results of which CTT is able to quantify, it will be
      able to keep its per customer acquisition costs
low.
 !
    Management
      believes it offers its wholesale customers a compelling opportunity for
      purchasing bulk inventory online at low prices with high-quality service.
      Management believes that the small retail market is underserved by
      existing liquidators and it is working to take advantage of this
      significant opportunity.
 
 ***Page
- 4***
 
 Closeout
electronic and computer merchandise is typically available in inconsistent
quantities and prices and often is only available to consumers after it has been
purchased and resold by disparate liquidation wholesalers. Management believes
that the traditional liquidation market for computer and electronic products is
therefore characterized by fragmented supply and fragmented demand. CTT is
utilizing the Internet to aggregate both supply and demand and create a more
efficient market for liquidation of electronic and computer merchandise.
Although CTT currently only offers MP3 players and MP3 accessories, it intends
to expand its products to include other computer and electronic products after
it has raised sufficient funds to do so. CTT cannot provide any guarantees of
its ability to raise financing.
 
 *Direct
Business*
 
 CTT’s
Direct Business involves buying and taking possession of inventory for resale.
CTT currently offers MP3 players and an FM transmitter accessory for MP3 players
on the Website. CTT intends to become an online retailer offering various
discount, non-branded electronic and computer merchandise for sale over the
Internet. CTT will offer its customers an opportunity to shop for bargains
conveniently, while offering its suppliers an alternative inventory liquidation
distribution channel. CTT expects to add new, limited inventory products to the
Website in order to create an atmosphere that encourages customers to visit
frequently and purchase products before its inventory sells out.
 
 *Fulfillment
Partner Business*
 
 CTT also
has a Fulfillment Partner Business where CTT sells merchandise of Fulfillment
Partners through the Website. CTT manages the orders collected for the
Fulfillment Partners through the Website and forwards the orders on to the
Fulfillment Partner, who then fills the order. The Fulfillment Partners perform
essentially the same operations as CTT warehouse: order picking and shipping.
From a customer’s point of view, shipping from CTT’s warehouse or from the
warehouse of one of these Fulfillment Partners is
indistinguishable.
 
 CTT
currently has a business relationship with three Fulfillment Partners. In the
fulfillment component of its business, CTT does not physically handle the
merchandise it sells for the Fulfillment Partners, as the merchandise was
shipped directly by them. The Fulfillment Partner also handles all customer
returns.
 
 Manufacturers
and retailers traditionally hold inventory to buffer against uncertain demand
within their normal, “inline” sales channels. Inline sales channels are
manufacturers’ primary distribution channels, which are characterized by
regularly placed orders by established retailers at or near wholesale prices. In
recent years, several dynamics have shifted inventory risk from retailers to
manufacturers, including:
 
 !  dominant
retailers insist on just-in-time deliveries from manufacturers;
 !  dominant
retailers often cancel orders mid-production and return unsold
merchandise;
 !  style,
color, or model changes can quickly turn inventory into closeout
merchandise;
 !  incorrect
estimates of consumer demand that can lead to overproduction; and
 !  changes
in a retailer financial situation or strategy results in cancelled
orders.
 
 The
disposal of excess, or overstock, inventory represents a substantial burden for
many manufacturers. Manufacturers seek to avoid liquidating through traditional
retail channels where the manufacturer’s discounted products may be sold
alongside other full-price products. This can result in weaker pricing and
decreased brand strength, and is known as channel conflict or sales channel
pollution. As a result, many manufacturers turn to liquidation wholesalers and
discount retailers. These liquidation channels provide manufacturers limited
control of distribution and are, management believes, unreliable and expensive
to manage when compared with their inline channels.
 
 **Distribution
of Products and Services**
 
 When
customers place orders on the Website, orders are fulfilled either by a
Fulfillment Partner or directly from CTT’s Vancouver warehouse. CTT monitors
both sources for accurate order fulfillment and timely shipment. Through the
Website, orders are relayed to the warehouse management system throughout each
day, and the warehouse management system in turn confirms to the shipment of
each order. CTT advertises a standard of shipping within two business days of
order placement, but most orders ship within one business day. 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
currently charges $10.00 for basic ground shipping, but customers can choose
from various expedited shipping services at their expense. CTT offers a 30-day
money back guarantee on all products. Customers pay for shipping on both
purchases and returns. If returned, the item is checked for damage and
repackaged if sound.
 
 ***Page
- 5***
 ****
 **Market**
 
 The
primary and initial target market for CTT’s products is currently males between
the ages of 21 and 45, who desire the best quality electronic products for their
entertainment. These consumers tend to have a high level of product knowledge
and usually know specifically what they are searching for. Currently it is a
challenge for them to access high-performance but inexpensive electronic
products and components that are manufactured in Asia.
 
 Secondly,
once CTT has the capital to do so, CTT intends to also cater to the impulse
purchaser by providing an entertaining website focusing on lifestyle
fulfillment, not merely the fulfillment end of a warehouse type
environment.
 
 Thirdly,
as a part of CTT’s marketing plan and subject to the availability of capital,
CTT intends to develop strategic Internet alliances with several e-engines. CTT
is currently in the process of creating relationships with the webmasters of
various strategic sites on the Internet in order to drive traffic and sales on
the Website. These relationships may include reciprocal hyperlinks, banner ads
or profiles on these sites.
 
 Fourthly,
CTT plans to target more Fulfillment Partners and create a business relationship
with those Fulfillment Partners. Despite the challenges encountered by
manufacturers in the liquidation market, the proliferation of outlet malls,
wholesale clubs and discount chains is evidence of the strong level of consumer
demand for discount and closeout merchandise. However, consumers face several
difficulties in shopping for closeout and overstock merchandise. For example,
many traditional merchandise liquidation outlets are located in remote locations
and have limited shopping hours, which management believes makes shopping
burdensome and infrequent for many consumers. In addition, the space available
in a traditional merchandise liquidation outlet constrains the number of
products that a traditional merchandise liquidation outlet can offer at any
given time.
 
 However,
management believes that the market for online liquidation is still early in its
development and is characterized by only a limited number of competitors, some
of which utilize an auction model to price their goods. Furthermore, management
believes that there are no dominant companies in the online liquidation market,
and many of the companies that do offer overstock or liquidation merchandise are
focused on single product lines.
 
 Lastly,
small retailers are under competitive pressure from large national retailers.
Small retailers generally do not have purchasing leverage with manufacturers;
consequently, they are more likely to pay full wholesale prices and are more
likely to receive inferior service. Management believes that small retailers
generally do not have access to the liquidation market because liquidation
wholesalers are most often interested in liquidating large volumes of
merchandise, rather than the small quantities appropriate for small, local
retailers.
 
 **Principal
Suppliers**
 
 CTT is
not dependent on any single supplier for its products. CTT’s products are
supplied by a variety of manufactures, liquidation wholesalers, and Fulfillment
Partners.
 
 **Technology
and Intellectual Property**
 
 CTT uses
its internally developed Website and a combination of proprietary technologies
and commercially available licensed technologies and solutions to support its
operations. CTT uses the services of Telus Communications to obtain connectivity
to the Internet. CTT currently stores its data on an Access database cluster
using Dell server system computer hardware. Currently, CTT uses two Dell servers
for the Website, which are connected to its database.
 
 CTT
regards its domain name and similar intellectual property as critical to its
success. CTT relies on a combination of laws and contractual restrictions with
its employees, customers, suppliers, affiliates and others to establish and
protect its proprietary rights. Despite these precautions, it may be possible
for a third party to copy or otherwise obtain and use CTT’s intellectual
property without authorization. In addition, CTT cannot assure you that others
will not independently develop similar intellectual property.
 
 ***Page
- 6***
 
 From time
to time, CTT may be subject to legal proceedings and claims in the ordinary
course of its business, including claims of alleged infringement of the
trademarks and other intellectual property rights of third parties by CTT. These
types of claims could result in increased costs of doing business through legal
expenses, adverse judgments or settlements or require CTT to change its business
practices in expensive ways. In addition, litigation could result in
interpretations of the law that require CTT to change its business practices or
otherwise increase its costs. Currently, CTT does not have any insurance
coverage for any potential liabilities. In the future, if it is affordable, CTT
may obtain general liability insurance.
 
 Also,
third parties may recruit CTT employees who have had access to CTT’s proprietary
technologies, processes and operations. These recruiting efforts expose CTT to
the risk that such employees will misappropriate CTT intellectual
property.
 
 Additional
litigation may be necessary in the future to enforce CTT’s intellectual property
rights, to protect its trade secrets or to determine the validity and scope of
the proprietary rights of others. Any litigation, regardless of outcome or
merit, could result in substantial costs and diversion of management and
technical resources, any of which could materially harm CTT’s
business.
 
 **Competition**
 
 CTT’s
products and services compete with other online retailers and traditional
liquidation brokers, some of which may specifically adopt CTT’s methods and
target its customers. CTT currently competes with a variety of companies that
can be divided into several broad categories:
 
 ! liquidation e-tailers such as Overstock.com;
 ! online
retailers with discount departments such as Amazon.com, Inc., eBay, Inc. and
Buy.com, Inc.; and
 ! traditional retailers and liquidators such as Sears Inc., Walmart Stores, Inc.
and Best Buy Inc.
 
 CTT also
face potential competition from Internet companies not yet focused on the
liquidation market, and from retail companies not yet operating online. CTT is
unable to anticipate which other companies are likely to offer services in the
future that will compete with the services it provides.
 
 In
addition, many of CTT’s current and potential competitors have greater brand
recognition, longer operating histories, larger customer bases and significantly
greater financial, marketing and other resources than CTT, and may enter into
strategic or commercial relationships with larger, more established and
well-financed companies. Some of CTT’s competitors could enter into exclusive
distribution arrangements with CTT vendors and deny CTT access to their
products, devote greater resources to marketing and promotional campaigns and
devote substantially more resources to their web site and systems development
than CTT. New technologies and the continued enhancement of existing
technologies also may increase competitive pressures on CTT. CTT cannot assure
you that it will be able to compete successfully against current and future
competitors or address increased competitive pressures.
 
 CTT’s
principal competitors are Ebay.com, Overstock.com, Ubid.com and Dell.com. Their
market shares are difficult to ascertain as there are no global statistics kept
on all companies by electronics categories.
 
 The
online liquidation services market is new, rapidly evolving, intensely
competitive and has relatively low barriers to entry, as new competitors can
launch new web sites at relatively low cost. CTT believe that competition in the
online liquidation market is based predominantly on (1) price, (2), product
quality and selection, (3) shopping convenience, and (4) customer
service.
 
 CTT
provides manufacturers of electronic and computer products with a one-stop
liquidation channel to sell both large and small quantities of excess and
closeout inventory without disrupting sales through traditional channels. Key
advantages for manufacturers liquidating their excess inventory through CTT
include:
 
 !  *Resolution
of channel conflict* . Channel
conflicts arise when a manufacturer’s excess inventory is sold through the same
channel as their other product offerings. Since excess inventory is usually sold
at a discount, sales of the manufacturer’s other product offerings may be
impacted as a consumer in a retail store may opt for the excess product or
become confused by the pricing and model discrepancies. By using CTT, management
believes manufacturers have an alternative and independent channel where they
can sell excess inventory without the fear of hindering the sale of their other
products.
 
 ***Page
- 7***
 
 !  *Single
point of distribution* .
Manufacturers often use multiple liquidation sources to clear their excess
inventory. Multiple sources create additional logistics issues that they would
rather avoid. By using CTT, manufacturers have a single source for the
distribution of excess inventory.
 !  *Improved
control of distribution* . By
using CTT, manufacturers can monitor what kind of customer, whether individual
consumer or small retailer, ultimately purchases their merchandise. In addition,
a manufacturer can request that its products be offered in only one of its sales
channels in order to avoid sales channel pollution.
 !  *Improved
transaction experience* . By
having a reliable inventory clearing channel, manufacturers are able to more
quickly and easily dispense of their excess merchandise.
 
 CTT also
offers consumers a compelling alternative for bargain shopping. Key advantages
for consumers include convenient access on a secure site and responsive customer
care. CTT also offers small businesses and retailers a compelling method for
obtaining products for resale. CTT believes that small businesses and retailers
can secure lower prices and better service through CTT than they typically
receive from manufacturers or other distributors. Management believes CTT is
able to offer these advantages because, unlike many small businesses and
retailers, CTT has the ability to access the liquidation market to buy
merchandise in bulk quantities for which it often receives volume-based price
discounts. Accordingly, CTT has designed it shipping and receiving operations
with the flexibility to accommodate both the receipt of large shipments of
inventory purchases, and the distribution of bulk loads to its small business
customers.
 
 **Regulations**
 
 Currently,
other than business and operations licenses applicable to most commercial
ventures, CTT is not required to comply with any extraordinary regulations for
its business operations. However, there can be no assurance that current or new
laws or regulations will not, in the future, impose additional fees and taxes on
CTT and its business operations. Any new laws or regulations relating to the
Internet or any new interpretations of existing laws could have a negative
impact on CTT’s business and add additional costs to CTT’s business
operations.
 
 Websites
are not currently subject to direct federal laws or regulations applicable to
access, content or commerce on the Internet. However, due to the increasing
popularity and use of the Internet, it is possible that a number of laws and
regulations may be adopted with respect to the Internet covering issues such
as:
 
 • user
privacy
 • freedom
of expression
 •
pricing
 • content
and quality of products and services
 •
taxation
 •
advertising
 •
intellectual property rights
 •
information security
 
 The
adoption of any such laws or regulations might decrease the rate of growth of
Internet use, which in turn could decrease the demand for CTT’s products and
services, increase the cost of doing business, or in some other manner have a
negative impact on CTT’s business, financial condition and operating results. In
addition, applicability to the Internet of existing laws governing issues such
as property ownership, copyrights and other intellectual property issues,
taxation, libel, obscenity and personal privacy is uncertain. The vast majority
of such laws were adopted prior to the advent of the Internet and related
technologies and, as a result, do not contemplate or address the unique issues
of the Internet and related technologies.
 
 Additionally,
in response to concerns regarding “spam” (unsolicited electronic messages),
“pop-up” web pages and other Internet advertising, the federal government and a
number of states have adopted or proposed laws and regulations that would limit
the use of unsolicited Internet advertisements. While a number of factors may
prevent the effectiveness of such laws and regulations, the cumulative effect
may be to limit the attractiveness of effecting sales on the Internet, thus
reducing the value of CTT’s business operations.
 
 Also,
several telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and on-line service providers
in a manner similar to long distance telephone carriers and to impose access
fees on those companies. This could increase the cost of transmitting data over
the Internet.
 
 
 ***Page
- 8***
 ****
 **Employees
and Employment Agreements**
 
 Currently,
CTT has no employees and CTT may hire third party independent contractors to
provide future services to CTT.
 
 At
present, CTT’s sole officer and director does not have an employment agreement
with CTT. CTT presently does not have pension, health, annuity, insurance, stock
options, profit sharing or similar benefit plans; however, CTT may adopt plans
in the future. There are presently no personal benefits available to any
employees.
 
 **RISK
FACTORS**
 
 You
should consider each of the following risk factors and the other information in
this Annual Report, including CTT’s financial statements and the related notes,
in evaluating CTT’s business and prospects. The risks and uncertainties
described below are not the only ones that impact on our business. Additional
risks and uncertainties not presently known to CTT or that CTT currently
considers immaterial may also impair its business operations. If any of the
following risks actually occur, CTT’s business and financial results could be
harmed. In that case, the trading price of CTT’s common stock could
decline.
 
 **Risks
associated with CTT:**
 
 **1.**
    **CTT
      is an initial development stage company and may not be able to continue as
      a going concern and may not be able to raise additional
      financing**
 
 A
      note provided by CTT’s independent auditors in CTT’s financial statements
      for the period from inception, January 14, 2000, through December 31, 2004
      contains an explanatory note that indicates that CTT is an initial
      development stage company and its ability to continue as a going concern
      is dependent on continued financial support from its shareholders, raising
      additional capital to fund future operations and ultimately to attain
      profitable operations. The explanatory note states that, because of such
      uncertainties, there may be a substantial doubt about CTT’s ability to
      continue as a going concern. This note may make it more difficult for CTT
      to raise additional equity or debt financing needed to run its business
      and is not viewed favorably by analysts or investors. CTT urges potential
      investors to review this report before making a decision to invest in
      CTT.
 
 **2.**
    **CTT
      lacks an operating history and has losses that it expects to continue into
      the future. If the losses continue CTT will have to suspend operations or
      cease operations.**
 
 CTT was
incorporated on January 14, 2000 and CTT has no significant operating history
upon which an evaluation of its future success or failure can be made. CTT’s net
loss since inception is $52,883. CTT’s ability to achieve and maintain
profitability and positive cash flow is dependent upon its ability to generate
revenues from its planned business operations and to reduce development costs.
 
 Based
      upon current plans, CTT expects to incur $3,000 per month in operating
      losses in the next 12 to 18 months. This will happen because there are
      expenses associated with the development and operation of its website. CTT
      cannot guaranty that it will be successful in generating revenues in the
      future. Failure to generate revenues may cause CTT to go out of
      business.
 
 **3.**
    **CTT
      is relatively new to the internet marketplace with no history of
      operations and, as a result, CTT’s ability to operate and compete
      effectively may be affected
negatively.**
 
 In
deciding whether to purchase CTT’s shares of common stock, and the likelihood
CTT’s success, you should consider that CTT is relatively new to the internet
marketplace and has no operating history upon which to judge its current
operations. As a result, you will be unable to assess CTT’s future operating
performance or its future financial results or condition by comparing these
criteria against its past or present equivalents.
 
 Also, the
computer and Internet industries are characterized by rapidly changing
technologies, frequent introductions of new products, services, and industry
standards. CTT’s future success will depend on its ability to adapt to rapidly
changing technologies by continually improving the performance features and
reliability of CTT’s services, as well as, the development and maintenance of
the Internet’s infrastructure to cope with this increased traffic. CTT’s future
success will also depend in large part on its ability to develop and enhance
CTT’s products and services. There are significant technical risks in the
development of new or enhanced services, including the risk that CTT will be
unable to effectively use new technologies, adapt its services to emerging
industry standards, or develop, introduce and market new or enhanced products
and services. Also, if CTT is unable to develop and introduce enhanced or new
products and services quickly enough to respond to market or user requirements
or to comply with emerging industry standards, or if these products and services
do not achieve market acceptance, CTT may not be able to compete
effectively
 
 ***Page
- 9***
 **4.**
    **CTT
      does not have sufficient funds to complete each phase of its proposed plan
      of operation and as a result may have to suspend
      operations.**
 
 Each
      of the phases of CTT’s plan of operation is limited and restricted by the
      amount of working capital that CTT has and is able to raise from
      financings and generate from business operations. CTT currently does not
      have sufficient funds to complete each phase of its proposed plan of
      operation and CTT expects that it will not satisfy its cash requirements
      for the next 12 months. As a result, CTT may have to suspend or cease its
      operations on one or more phases of the proposed plan of operation. As of
      December 31, 2004, CTT had $28,124 in cash. Until CTT is able to generate
      any consistent and significant revenue it may be required to raise
      additional funds by way of equity financing. At any phase of CTT’s plan of
      operation, 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. CTTwill
      need to raise additional capital of approximately $250,000 to proceed
      with and complete its plan of operation. CTT will also require additional
      financing if the costs of the proposed phases of the plan of operation are
      greater than anticipated. CTT will require additional financing to sustain
      its business operations if CTT is not successful in earning revenues from
      its business operations. CTT can provide no assurance to investors that
      CTT will be able to find additional financing if required. Any sale of
      share capital will result in dilution to existing
 
 **5.**
    **No
      public trading market for CTT’s common stock may develop and as a result
      you may not be able to resell your
stock.**
 
 There
      is currently no public market for the shares of common stock of CTT.
      Therefore there is no central place, such as stock exchange or electronic
      trading system, to resell your shares. If you want to resell your shares,
      you will have to locate a buyer and negotiate your own sale. There can be
      no assurance that a liquid public market on a stock exchange or quotation
      system will develop, or be sustained even after a public market is
      developed. The lack of a liquid public market will reduce your ability to
      divest any investment in CTT.
 
 **6.**
    **Since
      CTT’s success depends upon the efforts of Amit Sankhala, the key member of
      its management, and its ability to attract and retain key personnel, CTT’s
      failure to retain key personnel will negatively affect its
      business.**
 
 CTT’s
      business is greatly dependent on the efforts of its CEO, Amit Sankhala.
      CTT currently does not have an employment agreement with Mr. Sankhala. But
      CTT does not currently maintain key man life insurance for Mr. Sankhala.
      The loss of Mr. Sankhala could have a negative impact on CTT’s business,
      operating results and financial condition. Competition for qualified
      personnel is intense and CTT may not be able to hire or retain qualified
      personnel, which could also have a negative impact on CTT’s
      business.
 
 Also,
      Mr. Sankhala devotes only 20 hours per week to CTT’s operations, with the
      balance of the work week devoted to Tiger Ventures Inc. and to studying
      for a political science degree at Simon Fraser University in Vancouver,
      British Columbia. Mr Sankhala is employed by Tiger Ventures Inc. to
      provide 20 hours per week of his time. However, under the terms of
      employment with Tiger Ventures Inc. Mr. Sankhala has the discretion to set
      his own work schedule. Also, Mr. Sankhala also devotes 10 hours per week
      to his school studies.
 
 **7.**
    **Because
      CTT’s sole officer and director will own more than 50% of the outstanding
      shares after this offering, he will be able to decide who will be
      directors and to entrench management, and you may not be able to elect any
      directors.**
 
 Amit
Sankhala, CTT’s sole director and officer, owns 8,634,168 shares and has voting
control of CTT. As a result, if Mr. Sankhala does not sell any of his shares,
and regardless of the number of shares you may acquire, Mr. Sankhala will be
able to elect all of CTT’s directors and control its operations. Also, Mr.
Sankhala will be able to entrench management. Holders of CTT’s shares of common
stock do not have cumulative voting rights, which means that the holders of more
than 50% of the outstanding shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose, and, in that event,
the holders of the remaining shares will not be able to elect any of CTT’s
directors. Mr. Sankhala currently owns an aggregate 8,634,168 shares (83.7%) and
has voting control of CTT. As a result, Mr. Sankhala will be able to elect all
of CTT’s directors and control CTT’s business operations.
 
 ***Page
- 10***
 ****
 **8.**  **CTT
does not expect to pay dividends in the foreseeable
future.**
 
 CTT
      has never paid cash dividends on its shares of common stock and has no
      plans to do so in the foreseeable future. CTT intends to retain earnings,
      if any, to develop and expand its business
operations.
 
 **9.**
    **“Penny
      Stock”****rules
      may make buying or selling CTT’s shares of common stock difficult, and
      severely limit the market and liquidity of the shares of common
      stock.**
 
 Trading
      in CTT’s shares of common stock is subject to certain regulations adopted
      by the SEC commonly known as the “penny stock” rules. If and when CTT’s
      shares of common stock are listed for trading, Amit Sankhala believes that
      trading will begin the $1.00 per share range. If this is the case, the
      shares will trigger and be subject to the “penny stock” rules. These rules
      govern how broker-dealers can deal with their clients and “penny stocks”.
      The additional burdens imposed upon broker-dealers by the “penny stock”
      rules may discourage broker-dealers from effecting transactions in CTT’s
      securities, which could severely limit their market price and liquidity of
      CTT’s securities.
 
 **Risks
associated with CTT’ business:**
 
 **10.**
    **Failure
      to successfully compete in the e-commerce industry with established
      e-commerce companies may result in CTT’s inability to continue with its
      business operations.**
 
 There are
approximately over 1,000 established e-commerce companies that provide similar
services. CTT expects competition in this market to increase significantly as
new companies enter the market and current competitors expand their online
services. Currently, CTT’s competitive position in this market ranks near the
bottom half.
 
 If CTT is
unable to develop and introduce enhanced or new technology or services quickly
enough to respond to market or user requirements or to comply with emerging
industry standards, or if these services do not achieve market acceptance, CTT
may not be able to compete effectively.
 
 In
      addition, CTT’s competitors may develop content that is better than CTT’s
      or that achieves greater market acceptance. It is also possible that new
      competitors may emerge and acquire significant market share. Competitive
      pressures created by any one of these companies, or by CTT’s competitors
      collectively, could have a negative impact on CTT’s business, results of
      operations and financial condition and as a result, CTT may not be able to
      continue with its business operations
 
 **11.**
    **Since
      CTT relies on one provider to host its website, CTT’s technical systems
      could fail if this service is interrupted, which in turn would have a
      negative impact on CTT’s business.**
 
 Although
      CTT has back up facilities for its computer systems, CTT relies on one
      provider to host the Website, Ezyra E-Business Services. If Ezyra
      E-Business Services failed to provide service to its systems, CTT would be
      unable to maintain website availability. Interruptions could result from
      natural disasters as well as power loss, telecommunications failure and
      similar events. CTT’s business depends on the efficient and uninterrupted
      operation of its computer and communications hardware systems. Any system
      interruptions that cause its website to be unavailable could materially
      adversely affect its business. Furthermore, CTT will be depending on
      outside expertise to maintain and expand its website design and
      capabilities. There is no assurance that website consultants can be
      retained who will understand the needs of and have the solution for a
      desirable, user-friendly commercial
website.
 
 **12.**
    **CTT’s
      business exposes CTT to potential product liability claims, and CTT may
      incur substantial expenses if CTT is subject to product liability claims
      or litigation, which could result in a negative impact on its
      business.**
 
 CTT’s
      products involve a minimal inherent risk of product liability claims and
      associated adverse publicity. However, CTT may be held liable if any
      product it sells causes injury or is otherwise found unsuitable.
      Currently, CTT does not carry any product liability insurance or general
      business coverage. A product liability claim, regardless of its merit or
      eventual outcome, could result in significant legal defense costs. These
      costs would have the effect of increasing CTT’s expenses and diverting
      management’s attention away from the operation of its business, and could
      harm CTT’s business
  ***Page
- 11***
 
 **13.**
    **CTT
      may be subject to legal proceedings involving its intellectual property
      that could result in substantial costs and which could materially harm
      CTT’s business operations.**
 
 From
      time to time, CTT may be subject to legal proceedings and claims in the
      ordinary course of its business, including claims of alleged infringement
      of the trademarks and other intellectual property rights of third parties
      by CTT. These types of claims could result in increased costs of doing
      business through legal expenses, adverse judgments or settlements or
      require CTT to change its business practices in expensive ways. Additional
      litigation may be necessary in the future to enforce CTT’s intellectual
      property rights, to protect its trade secrets or to determine the validity
      and scope of the proprietary rights of others. Any litigation, regardless
      of outcome or merit, could result in substantial costs and diversion of
      management and technical resources, any of which could materially harm
      CTT’s business
 
 **Risks
associated with CTT’s industry:**
 
 **14.**
    **Any
      new laws or regulations relating to the Internet or any new
      interpretations of existing laws could have a negative impact on CTT’s
      business.**
 
 Currently,
      other than business and operations licenses applicable to most commercial
      ventures, CTT is not required to obtain any governmental approval for its
      business operations. However, there can be no assurance that current or
      new laws or regulations will not, in the future, impose additional fees
      and taxes on CTT and its business operations. Additionally, in response to
      concerns regarding “spam” (unsolicited electronic messages), “pop-up” web
      pages and other Internet advertising, the federal government and a number
      of states have adopted or proposed laws and regulations that would limit
      the use of unsolicited Internet advertisements. While a number of factors
      may prevent the effectiveness of such laws and regulations, the cumulative
      effect may be to limit the attractiveness of effecting sales on the
      Internet, thus reducing the value of CTT’s business operations. Also,
      several telecommunications companies have petitioned the Federal
      Communications Commission to regulate Internet service providers and
      on-line service providers in a manner similar to long distance telephone
      carriers and to impose access fees on those companies. This could increase
      the cost of transmitting data over the Internet. Any new laws or
      regulations relating to the Internet or any new interpretations of
      existing laws could have a negative impact on CTT’s business and add
      additional costs to CTT’s business
operations.
 
 **15.**
    **Security
      of online transactions via the Internet and any security breaches will
      have a negative impact on CTT’s
business.**
 
 The
      secure transmission of confidential information over public
      telecommunications facilities is a significant barrier to electronic
      commerce and communications on the Internet. Many factors may cause
      compromises or breaches of security systems used by CTT and other Internet
      sites to protect proprietary information. A compromise of security on the
      Internet would materially negatively affect the use of the Internet for
      commerce and communications. This in turn would negatively affect CTT’s
      business. Circumvention of CTT’s security measures could result in
      misappropriation of its proprietary information or cause interruptions of
      CTT’s operations. Protecting against the threat of such security breaches
      may require CTT to expend significant amounts of capital and other
      resources. There can be no assurance that CTT’s security measures will
      prevent security breaches.
 
 **16.**
    **CTT’s
      business will be adversely affected if the infrastructure of the Internet
      is unable to support demands placed on it by CTT’s
      business.**
 
 The
      success of commercial use of the Internet depends in large part upon the
      development and maintenance of the Internet’s infrastructure, including
      the development of complementary products such as various broadband
      technologies. The number of users of the Internet and the amount of
      traffic on the Internet has grown significantly and are expected to
      continue to grow, placing greater demands on the Internet's
      infrastructure. This infrastructure may not be able to support the demands
      placed on it by this continued growth without its performance or
      reliability being decreased. Any outages or delays in services could lower
      the level of Internet usage. In addition, the infrastructure and
      complementary products and services necessary to make the Internet a
      viable commercial marketplace may not develop. If usage of the Internet is
      curtailed due to infrastructure constraints or lack of complementary
      products, CTT expects an adverse impact on its business and revenues. Even
      if such infrastructure and complementary products and services do develop,
      there can be no guarantee that the Internet will become a viable
      commercial marketplace for products and services such as those offered by
      CTT.
  ***Page
- 12***
 
 **Item
2.**  **Description
of Property.**
 
 
 CTT's
sole asset consists of its 100% interest in the Subsidiary. The Subsidiary’s
assets consist of its domain name www.cheaperthanthem.com , its
website, and the inventory it has in stock at this time.
 
 CTT
operates from its principal office at 1145 West 7 th Avenue,
Vancouver, British Columbia, Canada. CTT leases its office space under a one
year lease at a rental rate of CDN$6,000 per year (US$5,200/year). Amit Sankhala
believes this office space is sufficient at this time.
 
 **Item
3.**  **Legal
Proceedings.**
 
 CTT is
not a party to any pending legal proceedings and, to the best of Amit Sankhala’s
knowledge, none of CTT’s property or assets are the subject of any pending legal
proceedings.
 
 **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 fourth quarter of the fiscal year covered by this
report.
 
 **PART
II**
 
 **Item
5.**  **Market
for Common Equity and Related Stockholder Matters.**
 
 **(a)**  **Market
Information**
 
 CTT’s
common shares are not listed for trading on any exchange or quotation
service.
 
 **(b)**  **Holders
of Record**
 
 CTT has
58 registered holders of common stock.
 
 **(c)**  **Dividends**
 
 CTT has
declared no dividends on its common stock in fiscal 2004. CTT has no current
plans to declare or pay any dividend on its common stock.
 
 **(d)**  **Recent
Sales of Unregistered Securities**
 
 There was
no issuance of shares of common stock in the capital of CTT during the period
covered by this Form 10-KSB with the exception of the following:
 
 On
December 29, 2004, CTT issued 455,001 shares to the shareholders of the
Subsidiary for the acquisition of all of the outstanding shares of the
Subsidiary pursuant to the terms of the share exchange agreement. CTT relied
upon Rule 903 of Regulation S for the applicable exemption to issue the
unregistered shares. No offer was made or accepted in the United States and the
share certificates representing the shares have been legended with the
applicable trading restrictions.
 
 **(e)**  **Penny
Stock Rules**
 
 Trading
in CTT’s common stock is subject to the “penny stock” rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends CTT’s common stock to
persons other than prior customers and accredited investors, must, prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser’s written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated with trading in the penny stock
market. In addition, broker-dealers must disclose commissions payable to both
the broker-dealer and the registered representative and current quotations for
the securities they offer. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
CTT’s common stock, which could severely limit their market price and liquidity
of CTT’s common stock.
  ***Page
- 13***
 
 The
“penny stock” rules also imposes additional sales practice requirements on
broker/dealers who sell penny stock. These rules require a one page summary of
certain essential items. The items include the risk of investing in penny stocks
in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as “bid” and
“offer” quotes, a dealers “spread” and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, the NASD’s toll free telephone number and the central number
of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated
persons.
 
 **Item
6.**  **Management’s
Discussion and Analysis.**
 
 THE
FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF CTT
INTERNATIONAL DISTRIBUTORS INC. SHOULD BE READ IN CONJUNCTION WITH THE AUDITED
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED
HEREIN.
 
 **Overview**
 
 CTT was
incorporated under the laws of the State of Delaware on January 14, 2000 as
Slabsdirect.com, Inc. On January 7, 2005, the former sole director and officer
of CTT resigned and the current sole director and officer, Amit Sankhala was
appointed. Until January 7, 2005, CTT was an online auction marketplace for
natural stone products, equipment and related items with no operations, no
revenues, no financial backing and few assets. On January 7, 2005, CTT merged
with Slabsdirect and became the parent company to the Subsidiary.

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. The Company 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. CTT is a development stage company and has not generated any
revenues from operations. CTT cannot guarantee it will be successful in its
business operations. CTT’s business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the development of its products and services, and possible
cost overruns due to price and cost increases in services.
 
 CTT will
continue to allocate the expenditures of its resources in very timely and
measured manner. CTT will not continue with expenditures 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 capital required to implement future
development of the Website and business operations.
 
 CTT has
no assurance that future financing will be available to it on acceptable terms.
If financing is not available on satisfactory terms, CTT may be unable to
continue, develop or expand its operations. However, if equity financing is
available to CTT on acceptable terms, it could result in additional dilution to
existing shareholders.
 
 **Results
of Operation**
 
 Revenues
 
 CTT has
generated revenues of $30,789 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 the 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.
 
 
 ***Page
- 14***
 
 
 **Liquidity
and Capital Resources**
 
 Cash and
Working Capital
 
 CTT had
cash of $28,214 and a working capital deficit of $46,069 at December 31, 2004.
During the year ended December 31, 2004, CTT used $20,078 in cash for operating
activities, primarily for an operating loss of $52,883, an increase in accounts
receivable of $22,829, a decrease in inventory of $8,336, and an increase in
accounts payable and accrued liabilities of $25,745. Cash used in operations of
$20,078 was financed by a sale of common stock of $37,102 and an advance payable
from a related party of $11,156.  As of December 31, 2004, CTT has
accumulated a deficit of $87,165 since inception and has a stockholder’s
deficiency of $43,881. 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.
 
 CTT does
not anticipate purchasing any plant or significant equipment in the immediate
future.
 
 **Plan
of Operations 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 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.
 
 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.
  ***Page
- 15***
 
 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 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 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 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 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.
  ***Page
- 16***
 
 **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 December 31,
2004 there is an allowance for doubtful accounts of $905 which is recorded as a
reduction of revenue.
 
 Foreign
Currency Transaction/ Balances
 
 CTT’s
functional currency is the United States dollar. The financial statements of CTT
are translated to United States dollars in accordance with SFAS No. 52 “Foreign
Currency Translation”. Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the balance
sheet date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination
of income. Foreign currency transactions are primarily undertaken in Canadian
dollars. CTT has not entered into derivative instruments to offset the impact of
foreign currency fluctuations.
 
 Website
Development Costs
 
 CTT
recognizes the costs associated with developing a website in accordance with the
American Institute of Certified Public Accountants (“AICPA”) Statement of
Position (“SOP”) No. 98-1, “ *Accounting
for the Costs of Computer Software Developed or Obtained for Internal
Use* ”.
Relating to website development costs CTT follows the guidance pursuant to the
Emerging Issues Task Force (EITF) No. 00-2, “ *Accounting
for Website Development Costs”* .
 
 Going
Concern Issue
 
 The going
concern basis of presentation assumes CTT will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
its assets and discharge its liabilities and commitments in the 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
December 31, 2004, CTT has only generated $30,789 in revenues, 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.
  ***Page
- 17***
 
 **Uncertainties
Relating to Forward-Looking Statements**
 
 Management’s
discussion and analysis of CTT’s financial condition and the results of its
operations and other sections of this report contain forward looking statements,
that are based upon the current beliefs and expectations of Amit Sankhala, as
well as assumptions made by, and information currently available to, Amit
Sankhala. Because these statements involve risks and uncertainties, actual
actions and strategies and the timing and expected results may differ materially
from those expressed or implied by the forward-looking statements. As well,
CTT’s future results, performance or achievements could differ materially from
those expressed in, or implied by, any forward-looking statements. Future events
and actual results could differ materially from those set forth in or underlying
the forward-looking statements.
  **Item
7.**  **Financial
Statements**
  See
audited financial statements for the period ended December 31, 2004 
attached as an Exhibit to this Form 10-KSB.
 
 **Item
8.**  **Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.**
 
 There are
no changes in and disagreements with CTT’s accountants on accounting and
financial disclosure. CTT’s
Independent Registered Public Accounting Firm from inception to the current date
is Manning
Elliot, Chartered Accountants, 1100 - 1050 West Pender Street, Vancouver,
British Columbia, V6E 3S7, Canada .
 
 **Item
8A. Controls and Procedures.**
 
 CTT
maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in CTT’s Securities Exchange Act of 1934
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to CTT’s management, including its chief executive officer and
chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure. Based on their most recent evaluation, which was completed
within 90 days of the filing of this Form 10-KSB, 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 by CTT in this report is accumulated and
communicated to CTT’s management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure. Based upon the foregoing, CTT’s chief executive officer and
chief financial officer concluded that CTT’s disclosure controls and procedures
are effective in connection with the filing of this Annual Report on Form 10-KSB
for the year ended December 31, 2004.
 
 There
were no significant changes in CTT’s internal controls or other factors that
could significantly affect these controls subsequent to the date of their
evaluation, including any significant deficiencies or material weaknesses of
internal controls that would require corrective action.
 
 **Item
8B. Other Information**
 
 During
the fourth quarter of the year covered by this Form 10-KSB, CTT had no
information to be disclosed as required on a Form 8-K that was not
disclosed.
 
 **PART
III**
 
 **Item
9.**  **Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.**
 
 **(a)**  **Identify
Directors and Executive Officers**
 
 CTT’s
directors are elected by the stockholders to a term of one year and serves until
his successor is elected and qualified. CTT’s officers are appointed by the
board of directors to a term of one year and serves until his successor is duly
appointed and qualified, or until he is removed from office.
 
 The
names, addresses, ages and positions of CTT’s present officers and directors are
set forth below:
 
 **Name
      and Address**
    **Age**
    **Positions****Amit
      Sankhala**
      Suite
      203
      6595
      Willingdon Avenue
      Burnaby,
      British Columbia
      V5H
      4E5 Canada
    22
    Chief
      Executive Officer, Chief Financial Officer, President, Secretary,
      Treasurer and sole member of CTT’s board of directors
      
      President,
      secretary and sole member of the board of directors of CTT Distributors
      Ltd.
  ***Page
- 18***
  *Amit
Sankhala* ● Amit
Sankhala (22 years) had been
the sole director and officer of CTT since December 2004. Mr. Sankhala is
currently a Political Science student attending Simon Fraser University. In
2001, Mr. Sankhala developed an internet marketing strategy for his tour
company, Dynamic Tours Pvt. Ltd.. Since May 2003, Mr. Sankhala has been an
employee of Tiger Ventures Inc., which oversees operations of Dynamic Tours Pvt.
Ltd. and Tiger Resorts Pvt. Ltd. Since 2003, Mr. Sankhala has been the Managing
Director of Dynamic Tours Pvt. Ltd. of New Delhi, India, an organization
established in 1983 that caters to wildlife, adventure and special interest
tours in India. Since 2003, Mr. Sankhala has also been the Managing Director of
Tiger Resorts Pvt. Ltd. of New Delhi, India, an organization which has two
jungle lodges, located in Kanha National Park and Bandhavgarh National Park,
which are both world renowned jungles for their tiger population.
  Conflicts
of interest
  Amit
Sankhala may be subject to conflicts of interest because Mr. Sankhala may not be
able to devote all his time to CTT’s operations. Mr. Sankhala devotes 10 hours a
week to CTT’s operations. Mr. Sankhala has no other obligations that prevent him
from devoting his full time to CTT’s operations, with the exception that Mr.
Sankhala is employed by Tiger Ventures Inc. to do 20 hours of work per week and
studies for his political science degree for 10 hours per week.
 
 **(b)**  **Identify
Significant Employees**
 
 CTT does
not have any significant employees. However, CTT has retained Ezyra E-Business
Services to host the website and as required, will engage a web developer to
make enhancements and changes to the website. Amit Sankhala believes that the
third party independent contractors that CTT engages from time to time make a
significant contribution to CTT’s business operations.
 
 **(c)**  **Family
Relationships**
 
 There are
no family relationships among the directors, executive officers or persons
nominated or chosen by CTT to become directors or executive
officers.
 
 **(d)**  **Involvement
in Certain Legal Proceedings**
 
 (1)
    No
      bankruptcy petition has been filed by or against any business of which any
      director was a general partner or executive officer either at the time of
      the bankruptcy or within two years prior to that
time.
 
 (2)
    No
      director has been convicted in a criminal proceeding and is not subject to
      a pending criminal proceeding (excluding traffic violations and other
      minor offences).
 
 (3)
    No
      director has been subject to any order, judgement, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities.
 
 (4)
    No
      director has been found by a court of competent jurisdiction (in a civil
      action), the Securities Exchange Commission or the Commodity Futures
      Trading Commission to have violated a federal or state securities or
      commodities law, that has not been reversed, suspended, or
      vacated.
 
 **(e)**  **Compliance
with Section 16(a) of the Exchange Act.**
 
 All
reports were filed with the SEC on a timely basis and CTT is not aware of any
failures to file a required report during the period covered by this annual
report.
 
 **(f)**  **Audit
Committee Financial Expert**
 
 CTT has
no financial expert. Amit Sankhala believes the cost related to retaining a
financial expert at this time is prohibitive. Further, because of CTT’s limited
operations, Amit Sankhala believes the services of a financial expert are not
warranted.
  ***Page
- 19***
 
 **(g)**  **Identification
of Audit Committee**
 
 CTT does
not have a separately-designated standing audit committee. Rather, CTT’s audit
committee is comprised of its sole director and officer. Amit Sankhala is the
only member of CTT’s audit committee, but does not meet the independent
requirements for an audit committee member. CTT’s audit committee is responsible
for: (1) selection and oversight of our independent accountant; (2) establishing
procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls and auditing matters; (3) establishing procedures
for the confidential, anonymous submission by our employees of concerns
regarding accounting and auditing matters; (4) engaging outside advisors; and,
(5) funding for the outside auditory and any outside advisors engagement by the
audit committee. CTT has adopted an audit committee charter, a copy of which is
filed as an exhibit to this report. See Exhibit 99.2 - Audit Committee Charter
for more information.
 
 **(h)**  **Disclosure
Committee and Charter**
 
 CTT has a
disclosure committee and disclosure committee charter. CTT’s disclosure
committee is comprised of its sole officer and director. The purpose of the
committee is to provide assistance to the chief executive officer and the chief
financial officer in fulfilling their responsibilities regarding the
identification and disclosure of material information about CTT and the
accuracy, completeness and timeliness of CTT’s financial reports. CTT has
adopted a disclosure committee charter, a copy of which is filed as an exhibit
to this report. See Exhibit 99.3 - Disclosure Committee Charter for more
information.
 
 **(i)**  **Code
of Ethics**
 
 CTT has
adopted a code of ethics that applies to all its executive officers and
employees, including its CEO and CFO. A copy of CTT’s adopted code of ethics is
attached to this annual report. See Exhibit 99.1 - Code of Ethics for more
information. Also, CTT’s code of ethics has been posted on its website at
www.cheaperthanthem.com. CTT undertakes to provide any person with a copy of its
code of ethics free of charge. Please contact Amit Sankhala at 604-733-2600 to
request a copy of CTT’s code of ethics. Amit Sankhala believes CTT’s code of
ethics is reasonably designed to deter wrongdoing and promote honest and ethical
conduct; provide full, fair, accurate, timely and understandable disclosure in
public reports; comply with applicable laws; ensure prompt internal reporting of
code violations; and provide accountability for adherence to the
code.
 
 **Item
10. Executive Compensation.**
 
 **SUMMARY
COMPENSATION TABLE**
 
 Long-term
      compensation***Annual
      compensation***
    **Awards**
    ***Payouts***Name
      and principal position
      (a)
    Year
      (b)
    Salary
      ($)
      (c)
    Bonus
      ($)
      (d)
    Other
      annual compen-sation
      ($)
      (e)
    Restricted
      stock awards
      ($)
      (f)
    Securities
      underlying options/
      SARs
      (#)
      (g)
    LTIP
      Payouts
      ($)
      (h)
    All
      other compen-sation
      ($)
      (i)**Amit
      Sankhala**
      CEO,
      CFO, President, and sole Director
      Jan
      2005 to Present
    2002
      2003
      2004
    n/a
      n/a
      nil
    n/a
      n/a
      nil
    n/a
      n/a
      nil
    n/a
      n/a
      nil
    n/a
      n/a
      nil
    n/a
      n/a
      nil
    n/a
      n/a
      nil**Steven
      Bruk**
      CEO,
      CFO, President, and sole Director
      Jan
      2000 to Jan 2005
    2002
      2003
      2004
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      nil
    nil
      nil
      nil
    5,094(1)
      nil
      nil
 (1)  Represents
consulting fees paid to CTT’s former sole executive officer and
director.
 
 ***Page
- 20***
 
 Currently,
there are no arrangements between CTT and any of its directors or between the
Subsidiary and any of its directors whereby such directors are compensated for
any services provided as directors.
 
 **Item
11. Security Ownership of Certain Beneficial Holders and
Management.**
 
 **Security
Ownership of Certain Beneficial Owners (more than 5%)**
 
 The
following table sets forth, as of the date of this annual report, the total
number of common shares owned beneficially by CTT’s sole director, officer and
key employee, individually and as a group, and the present owners of 5% or more
of CTT’s total outstanding common shares. The stockholder listed below has
direct ownership of his shares and possesses sole voting and dispositive power
with respect to the shares.
 
 **Title
      of Class**
    **Name
      and Address of Beneficial Owner**
    **Amount
      and Nature of Beneficial Owner**[1]
    **Percent**
      **of
      Class**[2]Common
      Stock
    Amit
      Sankhala
      Suite
      203
      6595
      Willingdon Avenue
      Burnaby,
      British Columbia
      V5H
      4E5 Canada
    8,634,168
    83.7%
 [1] The
listed beneficial owner has no right to acquire any shares within 60 days of the
date of this Form 10-KSB from options, warrants, rights, conversion privileges
or similar obligations excepted as otherwise noted.
 [2] Based on
10,317,101 shares of common stock issued and outstanding as of March 30,
2005.
  **Security
Ownership of Management**
  
 **Title
      of Class**
    **Name
      and Address of Beneficial Owner**
    **Amount
      and Nature of Beneficial Owner**
    **Percent**
      **of
      Class**[1]Common
      Stock
    Amit
      Sankhala
      Suite
      203
      6595
      Willingdon Avenue
      Burnaby,
      British Columbia
      V5H
      4E5 Canada
    8,634,168
    83.7%Common
      Stock
    Directors
      and Executive Officers as a group
    8,634,168
    83.7%
 [1] Based on
10,317,101 shares of common stock issued and outstanding as of March 30,
2005.
 
 **Changes
in Control**
 
 CTT is
not aware of any arrangement that may result in a change in control of
CTT.
 
 **Item
12. Certain Relationships and Related Transactions.**
 
 **(a)**  **Relationships
with Insiders**
 
 During
the last two years, no member of management, executive officer or security
holder has had any direct or indirect interest in any transaction to which CTT
or the Subsidiary was a party to, with the exception of the
following:
 
 On
December 29, 2004, CTT (formerly known as Slabsdirect.com, Inc.) entered into a
share exchange agreement with the Subsidiary and the shareholders of the
Subsidiary. Under the terms of the share exchange agreement, CTT acquired 100%
of the Subsidiary’s stock from the shareholders of the Subsidiary in exchange
for the issuance by CTT of 455,001 shares of common stock to the shareholders of
the Subsidiary. As a result of the transaction, the Subsidiary became a
wholly-owned subsidiary of CTT. See Exhibit 10.1 - Share Exchange Agreement for
more details.

Subsequent
to the closing of the share exchange agreement, CTT entered into a stock
purchase agreement with Steven Bruk, the former sole director and officer of
CTT, whereby in consideration for the delivery of 450,000 shares of common stock
of CTT and the forgiveness of $15,000 in debt owed to Mr. Bruk, CTT sold 100% of
its interest in Slabsdirect.com Online (B.C.) Ltd. (“Slabs Online”), a
wholly-owned subsidiary of CTT, to Mr. Bruk. Mr. Sankhala approved the sale of
CTT’s interest in Slabs Online as CTT has been unsuccessful in developing the
business of Slabs Online and Mr. Sankhala believes it is in the best interest of
CTT to focus on the development of the business of CTT. See Exhibit 10.2 - Stock
Purchase Agreement for more details.
  ***Page
- 21***
 
 **(b)**  **Transactions
with Promoters**
 
 Amit
Sankhala is the sole promoter of CTT. Mr. Sankhala is the only person who has
taken an initiative in founding and organizing its current business. Mr.
Sankhala has not received anything of value from CTT nor is Mr. Sankhala
entitled to receive anything of value from CTT for services provided as a
promoter.
 
 **Item
13. Exhibits and Reports on Form 8-K.**
 
 **(a)**  **Index
to and Description of Exhibits.**
 
 **Exhibit**
    **Description**
    **Status****Exhibit
      A**
    Audited
      Financial Statements as of December 31, 2004 and for the period May
      17, 2004 to December 31, 2004.
    Included**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.
    Included**3.5**
    Notice
      of Articles for CTT Distributors Ltd.
    Included**3.6**
    Articles
      of CTT Distributors Ltd.
    Included**10.1**
    Share
      Exchange Agreement dated December 29, 2004, among Slabsdirect.com, Inc,
      CTT Distributors Ltd., and the shareholders of CCT Distributors Ltd. filed
      as an exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
      2005.
    Filed**10.2**
    Stock
      PurchaseAgreement
      dated December 29, 2004, between Steven Bruk and Slabsdirect.com, Inc.
      filed as an exhibit to CTT’s Form 8-K (Current Report) filed on January 6,
      2005.
    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,
      2005.
    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
    Included**99.2**
    Audit
      Committee Charter
    Included**99.3**
    Disclosure
      Committee Charter
    Included
  
 ***Page
- 22***
 
 **Item
14.   Principal Accounting Fees and Services**
 ****
 **(1)
  Audit Fees and Related Fees**
  The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for CTT’s audit of annual
financial statements and for review of financial statements included in CTT’s
Form 10-QSB’s or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was:
  2004 -
$15,250 - Manning Elliot - Chartered Accountants
 2003 -
$nil - Manning Elliot - Chartered Accountants
 
 **(2)
Audit-Related Fees**
 
 The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of CTT’s financial statements and are not
reported in the preceding paragraph:
 
 2004 -
$nil - Manning Elliot - Chartered Accountants 2003 -
$nil - Manning Elliot - Chartered Accountants
  **(3)
  Tax Fees**
  The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:
  2004 -
$nil - Manning Elliot - Chartered Accountants
 2003 - $
nil - Manning Elliot - Chartered Accountants
  **(4)
  All Other Fees**
  The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1) and (2) was:
  2004 -
$nil - Manning Elliot - Chartered Accountants
 2003 - $
nil - Manning Elliot - Chartered Accountants
   **(5)**  CTT’s
audit committee’s pre-approval policies and procedures described in paragraph
(c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.
  **(6)**  The
percentage of hours expended on the principal accountant’s engagement to audit
CTT’s financial statements for the most recent fiscal year that were attributed
to work performed by persons other than the principal accountant’s full time,
permanent employees was nil.
 
 ***Page
- 23***
  
 **SIGNATURES**
 
 
 In
accordance with Section 13 or 15(d) of the Securities and 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
and CEO**
 Dated:  **March
31, 2005**
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of CTT International Distributors Inc. and in the capacities
and on the dates indicated have signed this report below.
 
 
 **Signature**
    **Title**
    **Date***/s/
      Amit Sankhala*
    President,
      Principal Executive Officer,
      Principal
      Financial Officer
      and
      sole member of the Board of Directors
    March
      31, 2005
 
 
  ***Page
- 24***
  
 
 
 
 
 Exhibit A
 
 
 
 ***Page
- 25***
 
 CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
December
31, 2004



**Index**



Report of
Independent Registered Accounting Firm   F-1
Consolidated
Balance SheetF-2

Consolidated
Statement of OperationsF-3

Consolidated
Statement of Cash FlowsF-4

Consolidated
Statement of Stockholders’ Equity (Deficit)F-5

Notes to
the Consolidated Financial StatementsF-6



***Page
- 26***





Report of Independent Registered Accounting Firm

To the
Stockholders and Board of Directors
of CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)

We have
audited the accompanying balance sheet of CTT International Distributors Inc. (A
Development Stage Company) as of December 31, 2004 and the related statements of
operations, stockholders’ deficit and cash flows for the period from May 17,
2004 (Date of Inception) to December 31, 2004. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CTT International Distributors Inc.
(A Development Stage Company) as of December 31, 2004, and the results of its
operations, cash flows and stockholders’ equity for the period from May 17, 2004
(Date of Inception) to December 31, 2004, in conformity with generally accepted
accounting principles used in the United States of America.

The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has a working capital deficiency and has accumulated losses since
inception. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in regard to these matters are
also discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

*/s/
“Manning Elliott”*

CHARTERED
ACCOUNTANTS

Vancouver,
Canada

March 15,
2005


***Page
- 27***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Consolidated Balance Sheet
(Expressed
in U.S. dollars)


December
      31,
      2004
      $ASSETSCurrent
      AssetsCash
    
    
    28,124Accounts
      receivable
    
    
    22,829Inventory
    
    
    400Total
      Current Assets
    
    
    51,353Intangible
      Assets (Note 3)
    
    
    2,188Total
      Assets
    
    
    53,541LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
    
    
    63,534Accrued
      liabilities
    
    
    13,996Due
      to related party (Note 4(a))
    
    
    11,156Note
      payable (Note 5)
    
    
    8,736Total
      Liabilities
    
    
    97,422Contingencies
      and Commitments (Notes 1 and 7)Subsequent
      Event (Note 8)Stockholders’
      Equity (Deficit)Preferred
      Stock
      Authorized:
      5,000,000 preferred shares with a par value of $0.0001
      Issued
      and outstanding: nil
    
    
    -Common
      Stock (Note 6)
      Authorized:
      30,000,000 common shares with a par value of $0.0001
      Issued
      and outstanding: 10,317,101
    
    
    1,032Additional
      Paid in Capital
    
    
    38,752Donated
      Capital
    
    
    3,500Accumulated
      Deficit
    
    
    (87,165
    )Total
      Stockholders’ Equity (Deficit)
    
    
    (43,881
    )Total
      Liabilities and Stockholders’ Equity (Deficit)
    
    
    53,541

F-1
(The
accompanying notes are an integral part of the financial
statements)
***Page
- 28***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Consolidated Statement of Operations
(Expressed
in U.S. dollars)


From
      May
      17, 2004
      (Date
      of Inception)
      to
      December 31,
      2004
      $Revenue
    
    
    30,789Cost
      of Sales
    
    
    27,836Gross
      Profit
    
    
    2,953ExpensesAdvertising
      & marketing
    
    
    5,737Amortization
    
    
    312Consulting
    
    
    2,289Donated
      services
    
    
    3,500General
      and administrative
    
    
    4,806Professional
      fees
    
    
    21,451Total
      Expenses
    
    
    38,095Loss
      from Operations
    
    
    (35,142
    )Loss
      on disposal of subsidiary (Note 9)
    
    
    (17,741
    )Net
      Loss for the Period
    
    
    (52,883
    )Basic
      and Diluted Loss Per Share
    
    
    (0.01
    )Weighted
      Average Shares Outstanding
    
    
    10,312,000


F-
(The
accompanying notes are an integral part of the financial
statements)
***Page
- 29***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Consolidated Statement of Cash Flows
(Expressed
in U.S. dollars)


From
      May
      17, 2004
      (Date
      of Inception)
      to
      December 31,
      2004
      $Cash
      Flows Used In Operating ActivitiesNet
      loss for the period
    
    
    (52,883
    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
    
    
    312Donated
      services
    
    
    3,500Loss
      on disposal of subsidiary
    
    
    17,741Changes
      in operating assets and liabilities:(Increase)
      in accounts receivable
    
    
    (22,829
    )Decrease
      in inventory
    
    
    8,336Increase
      in accounts payable and accrued liabilities
    
    
    25,745Net
      Cash Used In Operating Activities
    
    
    (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
    
    
    48,258Net
      Increase in Cash and Cash Equivalents
    
    
    28,124Cash
      and Cash Equivalents - Beginning of Period
    
    
    -Cash
      and Cash Equivalents - End of Period
    
    
    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 the financial
statements)
***Page
- 30***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Consolidated Statement of Stockholders’ Equity
(Deficit)
From May
17, 2004 (Date of Inception) to December 31, 2004
(Expressed
in U.S. dollars)


DeficitAccumulatedAdditional
    
    
    
    
    
    During
      theCommon
    
    
    
    
    
    Paid
      in
    
    
    Donated
    
    
    DevelopmentShares
    
    
    Amount
    
    
    Capital
    
    
    Capital
    
    
    Stage
    
    
    Total#
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance
      - May 17, 2004 (Date of Inception of CTT
      Distributors,
      Ltd.)
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -Common
      shares issued for cash
    
    
    455,001
    
    
    45,501
    
    
    -
    
    
    -
    
    
    -
    
    
    45,501Offering
      costs for subscription agreements
    
    
    -
    
    
    -
    
    
    (8,399
    )
    
    -
    
    
    -
    
    
    (8,399
    )Adjustments
      for reverse acquisition:Remove
      shares of CTT Distributors Ltd.
    
    
    (455,001)
    
    
    (45,501)
    
    
    -
    
    
    -
    
    
    -
    
    
    (45,501)Add
      shares of CTT International Distributors Inc.
    
    
    10,312,100
    
    
    1,031
    
    
    44,470
    
    
    -
    
    
    -
    
    
    45,501Shares
      issued on reverse acquisition
    
    
    455,001
    
    
    46
    
    
    3,354
    
    
    
    
    
    
    
    
    3,400Transaction
      costs of reverse acquisition
    
    
    -
    
    
    -
    
    
    (718
    )
    
    -
    
    
    (34,282
    )
    
    (35,000
    )Shares
      returned to treasury and cancelled
    
    
    (450,000
    )
    
    (45
    )
    
    45
    
    
    -
    
    
    -
    
    
    -Donated
      services
    
    
    -
    
    
    -
    
    
    -
    
    
    3,500
    
    
    -
    
    
    3,500Net
      loss for the period
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (52,883
    )
    
    (52,883
    )Balance
      - December 31, 2004
    
    
    10,317,101
    
    
    1,032
    
    
    38,752
    
    
    3,500
    
    
    (87,165
    )
    
    (43,881
    )





F-
(The
accompanying notes are an integral part of the financial
statements)
***Page
- 31***


CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed
in U.S. dollars)
1.Development
Stage Company

Slabsdirect.com,
Inc. was incorporated in the State of Delaware on January 14, 2000. Pursuant to
an Agreement dated December 29, 2004 (the “Agreement”), 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.
(“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 Slabsdirect.com, Inc. 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, Slabsdirect.com, Inc.’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. Slabsdirect.com,
Inc. disposed of its interest to the former President of Slabsdirect.com, Inc.
as described in Note 9. Slabsdirect.com, Inc. changed its name to CTT
International Distributors Inc. (the “Company”) on January 7, 2005.

The
Company is based in Vancouver, British Columbia, and its principal business is
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
$46,069 and has accumulated losses of $87,165 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.


***Page
- 32***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
(Expressed
in U.S. dollars)
2.Summary
of Significant Accounting Principles (continued)

d)
    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 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.

e)
    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 74% of the total accounts receivable and
from a second customer who represents 22% of the total accounts receivable. The
Company has set up an allowance for doubtful accounts in the amount of $905 to
cover potential credit risk.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 period from inception on May 17, 2004
to December 31, 2004, the Company purchased 72% of its inventory from one
vendor.

f)
    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*". SFAS
No. 128 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.

g)
    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*”.

h)
    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.

i)
    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.

***Page
- 33***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
(Expressed
in U.S. dollars)
2.Summary
of Significant Accounting Principles (continued)

j)
    Inventory

Inventory
is recorded at the lower of cost and net realizable value on a first-in,
first-out basis. At December 31, 2004, inventory consisted of music related
multimedia electronic products held for sale.
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, andcollectibility
is reasonably assured.
Allowances for doubtful accounts are based on estimate of losses on customer
receivable balances. As at December 31, 2004 there is an allowance for doubtful
accounts of $905 which is recorded as a reduction of revenue.

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 Statement
of Financial Accounting Standard (SFAS) No. 123R, “*Share
Based Payment*”. SFAS
123R is a revision of SFAS No. 123 “*Accounting
for Stock-Based Compensation*”, and
supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and
its related implementation guidance. SFAS 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity’s equity instruments or that may be settled by the issuance of
those equity instruments. SFAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS 123R 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.

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.

***Page
- 34***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
(Expressed
in U.S. dollars)
2.Summary
of Significant Accounting Principles (continued)

m)Recent
Accounting Pronouncements

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


3.Intangible
Assets

Cost
      $
    Accumulated
      Amortization
      $
    December
      31,
      2004
      Net
      Carrying
      Value
      $Website
      development costs
    2,500
    312
    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 to the President of the Company a demand note in the amount
      of $9,900. 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)
    From
      inception to December 31, 2004, the Company recognized a total of $3,500
      for donated services provided by the President of the
    Company.

c)
    During
      the period ending December 31, 2004, the Company paid a company that is
      controlled by the President of the Company $5,000 in marketing
      expenses.

d)
    During
      the period ending December 31, 2004, the Company paid the President of the
      Company $1,600 for the reimbursement of incorporation
    costs.


5.Note
Payable

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


6.Income
Tax

Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has non-capital losses carried
forward totalling $112,000 for US tax purposes and $19,000 for Canadian tax
purposes, which expire starting in 2020 and 2011, respectively. 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.


***Page
- 35***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
(Expressed
in U.S. dollars)
6.Income
Tax (continued)

The
components of the net deferred tax asset at December 31, 2004 and the statutory
tax rate, the effective tax rate and the elected amount of the valuation
allowance are scheduled below:

2004
      $Net
      Operating Loss
    49,180Statutory
      Tax Rate
    34%Effective
      Tax Rate
    -Deferred
      Tax Asset
    16,721Valuation
      Allowance
    (16,721)Net
      Deferred Tax Asset
    -


7.Commitment

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 $1,242 for the period ended December 31,
2004.


8.Capital
Transaction - Reverse Acquisition

By a
Share Purchase Agreement dated December 29, 2004, the Company acquired 100% of
the issued and outstanding common stock of CTT Distributors Ltd.
(“Distributors”) in consideration for the issuance of 455,001 shares of common
stock. Distributors was incorporated on May 17, 2004 under the Business
Corporations Act of British Columbia. The principal business of Distributors is
as an online fulfillment company that markets products unique  to the
internet consumer through its website “Cheaperthanthem.com”. Distributors’
website offers electronic products consisting of OEM, non-branded and overstock
electronic and computer products for the consumer and wholesaler.

Prior to
the reverse acquisition and change of control, the Company was a non-operating
shell company with nominal net assets. Therefore, the acquisition of
Distributors is a capital transaction in substance, rather than a business
combination, and has been accounted for as a reverse acquisition. Because
Distributors is deemed to be the acquirer for accounting purposes, the financial
statements are presented as a continuation of Distributors and include the
results of operations of Distributors since incorporation on May 17, 2004, and
the results of operations of the Company since the date of acquisition on
December 29, 2004.


Allocation
      of Purchase PriceCash
    
    $
    718Investment
      in subsidiary
    
    
    69Due
      from subsidiary
    
    
    34,398Due
      to related party
    
    
    (15,000
    )Accounts
      payable
    
    
    (51,785
    )(31,600
    )Costs
      of reverse acquisition
    
    
    35,000Paid
      by the issue of 455,001 shares of common stock
    
    $
    3,400


***Page
- 36***

CTT
International Distributors Inc.
(formerly
Slabsdirect.com Inc.)
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
(Expressed
in U.S. dollars)
9.Sale of
subsidiary

Prior to
the acquisition of Distributors as described in Note 8, 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 has been
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 “Purchaser”) in
consideration for the return and cancellation of 450,000 shares of common stock,
the forgiveness of a debt of $15,000 owing to the Company from the Purchaser,
and the forgiveness of an intercompany debt of $34,399. The Company recognized a
loss on disposal of $17,741 during the period.


10.Subsequent
Event

The
Company incorporated a wholly-owned subsidiary, CTT International Distributors
Inc. on November 1, 2004 under the laws of the State of Delaware. Effective
January 7, 2005, CTT International Distributors Inc. merged with and into the
Company, and the Company was the surviving corporation. Concurrent with the
merger, the Company changed its name from Slabsdirect.com, Inc. to CTT
International Distributors Inc.   ***Page
- 37***
  **Exhibit
31**
 
 
 
 
  ***Page
- 38***
   **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 annual report on Form 10-KSB of CTT International
Distributors Inc.;
  2.  
Based on my knowledge, this annual 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 annual report;
  3.  
Based on my knowledge, the financial statements, and other financial information
included in this annual 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 annual 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 annual 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 annual
report (the “Evaluation Date”); and
  c)  
presented in this annual 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 officers 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 officers and I have indicated in this annual
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:
March 31, 2005
   */s/
Amit Sankhala*
 Amit
Sankhala
 Chief
Executive Officer
  
  ***Page
- 39***
   **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 annual report on Form 10-KSB of CTT International
Distributors Inc.;
  2.  
Based on my knowledge, this annual 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 annual report;
  3.  
Based on my knowledge, the financial statements, and other financial information
included in this annual 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 annual 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 annual 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 annual
report (the “Evaluation Date”); and
  c)  
presented in this annual 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 officers 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 officers and I have indicated in this annual
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:
March 31, 2005
  */s/
Amit Sankhala*
 Amit
Sankhala
 Chief
Financial Officer
   ***Page
- 40***
  
 
 
 **Exhibit
32**
 
 
 
 
  ***Page
- 41***
   **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 Annual Report of CTT International Distributors Inc. (“CTT”)
on Form 10-KSB for the period ending December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Amit
Sankhala, President and Chief Executive Officer of CTT and a 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 the Company.
   
   */s/
Amit Sankhala*
 Amit
Sankhala
 Chief
Executive Officer
   March 31,
2005
   ***Page
- 42***
   **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 Annual Report of CTT International Distributors Inc. (“CTT”)
on Form 10-KSB for the period ending December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Amit
Sankhala, Secretary, 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 the Company.
   
   */s/
Amit Sankhala*
 Amit
Sankhala
 Chief
Financial Officer
   March 31,
2005
 
 
 ***Page
- 43***
     Exhibit 3.4
     ***Page
- 44***
  
       ***Page
- 45***
     Exhibit 3.5
    ***Page
- 46***
 
   ***Page
- 47***
  
   ***Page
- 48***
     Exhibit 3.6
 
 
 ***Page
- 49***
 
 Incorporation
Number:

**ARTICLES**

**OF**

**CTT
DISTRIBUTORS LTD.**


1.Interpretation2
2.Shares
and Share Certificates2
3.Issue of
shares4
4.Share
Registers4
5.Share
Transfers5
6.Transmission
of Shares6
7.Purchase
and Redemption of Shares7
8.Borrowing
Powers7
9.Alterations8
10.Meetings
of Shareholders9
11.Proceedings
at Meetings of Shareholders10
12.Votes of
Shareholders13
13.Directors16
14.Election
and Removal of Directors18
15.Alternate
Directors20
16.Powers
and Duties of Directors21
17.disclosure
of Interest of Directors21
18.Proceedings
of Directors22
19.Executive
and Other Committees24
20.Officers25
21.Indemnification26
22.Dividends
and Reserves27
23.Documents,
Records and Reports28
24.Notices29
25.Seal30
26.Mechanical
Reproduction of Signatures31
27.Prohibitions31
***Page
- 50***
**Province
of British Columbia**

***Business
Corporations Act***

**Articles
of CTT Distributors Ltd.**
**(the
“Company”)**

**1.****Interpretation**

**1.1****Definitions**

In these
Articles, unless the context otherwise requires:

(1)“board of
directors”, “directors” and “board”
mean the directors or sole director of the Company for the time
being;

(2)
    “*Business
      Corporations Act*”
      means the*Business
      Corporations Act*(British Columbia) from time to time in force and all amendments thereto
      and includes all regulations and amendments thereto made pursuant to that
      Act;

(3)“legal
personal representative” means the personal or other legal representative of the
shareholder;

(4)“registered
address” of a shareholder means the shareholder’s address as recorded in the
central securities register;

(5)“seal”
means the seal of the Company, if any;

(6)"solicitor
of the Company" means any partner, associate or articled student of the law firm
retained by the Company in respect of the matter in connection with which the
term is used.

**1.****2*****Business
Corporations Act*****and*****Interpretation
Act*****Definitions Applicable**

The
definitions in the*Business
Corporations Act*and the
definitions and rules of construction in the*Interpretation
Act*, with
the necessary changes, so far as applicable, and unless the context requires
otherwise, apply to these Articles as if they were an enactment. If there is a
conflict between a definition in the*Business
Corporations Act*and a
definition or rule in the*Interpretation
Act*relating
to a term used in these Articles, the definition in the*Business
Corporations Act*will
prevail in relation to the use of the term in these Articles. If there is a
conflict between these Articles and the*Business
Corporations Act*, the*Business
Corporations Act*will
prevail.

**2.****Shares
and Share Certificates**

**2.1****Authorized
Share Structure**

The
authorized share structure of the Company consists of
shares of the class or classes and series, if any, described in the Notice of
Articles of the Company.

**2.2****Form
of****Share
Certificate**

Each
share certificate issued by the Company shall be in such form as the directors
may determine and approve and must comply with, and be signed as required by,
the*Business
Corporations Act*.

**2.3****Shareholder
Entitled to Certificate****or Acknowledgment**

Eachshareholder
is entitled, without charge, to (a) one share certificate representing the
shares of each class or series of shares registered in the shareholder’s name or
(b) a non-transferable written acknowledgment of the shareholder’s right to
obtain such a share certificate, provided that in respect of a share held
jointly by several persons, the Company is not bound to issue more than one
share certificate and delivery of a share certificate for a share to one of
several joint shareholders or to one of the shareholders’ duly authorized agents
will be sufficient delivery to all.

***Page
- 51***

**2.****4****Delivery
by Mail**

Anyshare
certificate or non-transferable written acknowledgment of a shareholder’s right
to obtain a share certificate may be sent to the shareholder by mail at the
shareholder’s registered address and neither the Company nor any director,
officer or agent of the Company is liable for any loss to the shareholder
because the share certificate or acknowledgement is lost in the mail or
stolen.

**2.****5****Replacement
of Worn Out or Defaced Certificate****or Acknowledgement**

If the
directors are satisfied that a share certificateor a
non-transferable written acknowledgment of the shareholder’s right to obtain a
share certificate is worn out or defaced, they must, on production to them of
the share certificate or acknowledgment, as the case may be, and on such other
terms, if any, as they think fit:

(1)order the
share certificate or acknowledgment, as the case may be, to be cancelled;
and

(2)issue a
replacement share certificate or acknowledgment, as the case may
be.

**2.6****Replacement
of Lost, Stolen or Destroyed Certificate****or Acknowledgment**

If a
share certificateor a
non-transferable written acknowledgment of a shareholder’s right to obtain a
share certificate is lost, stolen or destroyed, a replacement share certificate
or acknowledgment, as the case may be, must be issued to the person entitled to
that share certificate or acknowledgment, as the case may be, if the directors
receive:

(1)proof
satisfactory to them that the share certificate or acknowledgment is lost,
stolen or destroyed; and

(2)any
indemnity the directors consider adequate.

**2.7****Splitting
Share Certificates**

If a
shareholder surrenders a share certificate to the Company with a written request
that the Company issue in the shareholder’s nametwo or
more share certificates, each representing a specified number of shares and in
the aggregate representing the same number of shares as the share certificate so
surrendered, the Company must cancel the surrendered share certificate and issue
replacement share certificates in accordance with that request.

**2.8****Certificate
Fee**

There
must be paid to the Company, in relation to theissue of
any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and
which must not exceed the amount prescribed under the*Business
Corporations Act*,
determined by the directors.

**2.9****Recognition
of Trusts**

Except as
required by law or statute or these Articles, no personwill be
recognized by the Company as holding any share upon any trust, and the Company
is not bound by or compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in any share or
fraction of a share or (except as by law or statute or these Articles provided
or as ordered by a court of competent jurisdiction) any other rights in respect
of any share except an absolute right to the entirety thereof in the
shareholder.

***Page
- 52***

**3.****Issue
of Shares**

**3.1****Directors
Authorized**

Subject
to the*Business
Corporations Act*and the
rights of the holders of issued shares of the Company, the Company may issue,
allot, sell or otherwise dispose of the unissued shares, and issued shares held
by the Company, at the times, to the persons, including directors, in the
manner, on the terms and conditions and for the issue prices (including any
premium at which shares with par value may be issued) that the directors may
determine. The issue price for a share with par value must be equal to or
greater than the par value of the share.

**3.2****Commissions****and Discounts**

The
Company may at any time pay areasonable
commission or allow a reasonable discount to any person in consideration of that
person purchasing or agreeing to purchase shares of the Company from the Company
or any other person or procuring or agreeing to procure purchasers for shares of
the Company.

**3.3****Brokerage**

The
Company may pay such brokerage fee or other consideration as may be lawful for
or in connection with the sale or placement of its securities.

**3.4****Conditions
of Issue**

Except as
provided for by the*Business
Corporations Act*, no
share may be issued until it is fully paid. A share is fully paid
when:

(1)consideration
is provided to the Company for the issue of the share by one or more of the
following:

(a)past
services performed for the Company;

(b)property;

(c)money;
and

(2)the value
of the consideration received by the Company equals or exceeds the issue price
set for the share under Article 3.1.

**3.****5****Share
Purchase Warrants and Rights**

Subject
to the*Business
Corporations Act*, the
Company may issue share purchase warrants, options and rights upon such terms
and conditions as the directors determine, which share purchase warrants,
options and rights may be issued alone or in conjunction with debentures,
debenture stock, bonds, shares or any other securities issued or created by the
Company from time to time.

**4.****Share
Registers**

**4.1****Central
Securities Register**

As
required byand
subject to the*Business
Corporations Act*, the
Company must maintain in British Columbia a central securities register. The
directors may, subject to the*Business
Corporations Act*, appoint
an agent to maintain the central securities register. The directors may also
appoint one or more agents, including the agent which keeps the central
securities register, as transfer agent for its shares or any class or series of
its shares, as the case may be, and the same or another agent as registrar for
its shares or such class or series of its shares, as the case may be. The
directors may terminate such appointment of any agent at any time and may
appoint another agent in its place.

***Page
- 53***

**4.2****Closing
Register**

The
Companymust not
at any time close its central securities register.

**5.****Share
Transfers**

**5.1****Private
Issuer Restrictions**

The
provisions of Article 27 shall apply to any proposed transfer of a share of the
Company.

**5.2****Registering
Transfers**

A
transfer of a share of the Company must not be registeredunless:

(1)an
instrument of transfer, duly executed by the transferor or a duly authorized
attorney of the transferor, in respect of the share has been received by the
Company or its transfer agent;

(2)if a
share certificate has been issued by the Company in respect of the share to be
transferred, that share certificate has been surrendered to the Company or its
transfer agent;

(3)if a
non-transferable written acknowledgment of the shareholder’s right to obtain a
share certificate has been issued by the Company in respect of the share to be
transferred, that acknowledgment has been surrendered to the Company or its
transfer agent; and

(4)such
other evidence, if any, as the directors or the transfer agent may require to
prove the title of the transferor or his duly authorized attorney or the right
to transfer the shares, and the right of the transferee to have the transfer
registered.

**5****.3****Form
of Instrument of Transfer**

The
instrument of transfer in respect of any share of the Company must be either in
the form, if any, on the back of the Company’s share
certificates or in any other form that may be approved by the directors from
time to time.

**5.4****Transferor
Remains Shareholder**

Except to
the extent that the*Business
Corporations Act*otherwise provides, the transferor of shares is deemed to remain the holder of
the shares until the name of the transferee is entered in a securities register
of the Company in respect of the transfer.

**5****.5****Signing
of Instrument of Transfer**

If a
shareholder, or his or her duly authorized attorney, signs an instrument of
transfer in respect of shares registered in the name of the shareholder, the
signed instrument of transfer constitutes a complete and sufficient authority to
the Company and its directors, officers and agents to register the number of
shares specified in the instrument of transferor
specified in any other manner, or, if no number is specified, all the shares
represented by the share certificates or set out in the written acknowledgments
deposited with the instrument of transfer:

(1)in the
name of the person named as transferee in that instrument of transfer;
or

(2)if no
person is named as transferee in that instrument of transfer, in the name of the
person on whose behalf the instrument is deposited for the purpose of having the
transfer registered.

***Page
- 54***

**5.6****Enquiry
as to Title Not Required**

Neither
the Company nor any director, officer or agentof the
Company is bound to inquire into the title of the person named in the instrument
of transfer as transferee or, if no person is named as transferee in the
instrument of transfer, of the person on whose behalf the instrument is
deposited for the purpose of having the transfer registered or is liable for any
claim related to registering the transfer by the shareholder or by any
intermediate owner or holder of the shares, of any interest in the shares, of
any share certificate representing such shares or of any written acknowledgment
of a right to obtain a share certificate for such shares.

**5.7**
    **Transfer
      Agent**

The
Company may appoint one or more trust companies or agents as its transfer agent
for the purpose of issuing, countersigning, registering, transferring and
certifying the shares and share certificates of the Company.

**5.8****Transfer
Fee**

There
must be paid to the Company, in relation to the registration of any transfer,
the amount, if any,
determined by the directors.

**6.****Transmission
of Shares**

**6.1****Legal
Personal Representative Recognized on Death**

In case
of the death of a shareholder,the legal
personal representative, or if the shareholder was a joint holder, the surviving
joint holder, will be the only person recognized by the Company as having any
title to the shareholder’s interest in the shares. Before recognizing a person
as a legal personal representative, the directors may require proof of
appointment by a court of competent jurisdiction, a grant of letters probate,
letters of administration or such other evidence or documents as the directors
consider appropriate.

**6.2****Rights
of Legal Personal Representative**

Subject
to Article 6.1, on death or bankruptcy, the legal personal representativehas the
same rights, privileges and obligations that attach to the shares held by the
shareholder, including the right to transfer the shares in accordance with these
Articles, provided the documents required by the*Business
Corporations Act*and the
directors have been deposited with the Company.

**6.3
R****egistration
of Legal Personal Representative**



Any
person becoming entitled to a share in consequence of the death or bankruptcy of
a shareholder shall, upon such documents and evidence being produced to the
Company as the*Business
Corporations Act*requires, or who becomes entitled to share as a result of an order of a court of
competent jurisdiction or a statute has the right either to be registered as a
shareholder in his representative capacity in respect of such share, or, if he
is a personal representative, instead of being registered himself, to make such
transfer of the share as the deceased or bankrupt person could have made; but
the directors shall, as regards a transfer by a personal representative or
trustee in bankruptcy, have the same right, if any, to decline or suspend
registration of a transferee as they would have in the case of a transfer of a
share by the deceased or bankrupt person before the death or
bankruptcy.

**7****.****Purchase
and Redemption of Shares**

**7****.1****Company
Authorized to Purchase or Redeem Shares**

Subject
toArticle
7.2, the special rights and restrictions attached to the shares of any class or
series and the*Business
Corporations Act*, the
Company may, if authorized by the directors, purchase, redeem or otherwise
acquire any of its shares at the price and upon the terms specified in such
resolution. The Company may, by a resolution of directors, cancel any of its
shares purchased by the Company, and upon the cancellation of such shares the
number of issued shares shall be reduced accordingly.

***Page
- 55***

**7.2****Purchase
When Insolvent**

The
Company must not make a payment or provide any other consideration to purchase,
redeem or otherwise acquire any of its shares if there are reasonable grounds
for believing that:

(1)the
Company is insolvent; or

(2)making
the payment or providing the consideration would render the Company
insolvent.

**7****.3****Sale
and Voting of Purchased Shares**

Ifthe
Company retains a share purchased, redeemed or otherwise acquired by it, the
Company may sell, gift or otherwise dispose of the share, but, while such share
is held by the Company, it:

(1)is not
entitled to vote the share at a meeting of its shareholders;

(2)must not
pay a dividend in respect of the share; and

(3)must not
make any other distribution in respect of the share.

**8****.****Borrowing
Powers**

The
Company, if
authorized by the directors, may:

(1)borrow
money in the manner and amount, on the security, from the sources and on the
terms and conditions that they consider appropriate;

(2)issue
bonds, debentures and other debt obligations either outright or as security for
any liability or obligation of the Company or any other person and at such
discounts or premiums and on such other terms as they consider
appropriate;

(3)guarantee
the repayment of money by any other person or the performance of any obligation
of any other person; and

(4)mortgage,
charge, whether by way of specific or floating charge, grant a security interest
in, or give other security on, the whole or any part of the present and future
assets and undertaking of the Company.


Any
bonds, debentures or other debt obligations of the Company may be issued at a
discount, premium or otherwise, and with any special privileges as to
redemption, surrender, drawings, allotment of or conversion into or exchange for
shares or other securities, attending and voting at general meetings of the
Company, appointment of directors or otherwise and may by their terms be
assignable free from any equities between the Company and the person to whom
they were issued or any subsequent holder thereof, all as the directors may
determine.

**9****.****Alterations**

**9****.1****Alteration
of Authorized Share Structure**

Subject
to Article 9.2 and the*Business
Corporations Act*, the
Company may:

(1)by
ordinary resolution create one or more classes of shares or, if none of the
shares of a class are allotted or issued, eliminate that class of
shares;

***Page
- 56***

(2)by
ordinary resolution create one or more series of shares within a class or, if
none of the shares of a series of shares are allotted or issued, eliminate that
series of shares;

(3)by
ordinary resolution increase, reduce or eliminate the maximum number of shares
that the Company is authorized to issue out of any class or series of shares or
establish a maximum number of shares that the Company is authorized to issue out
of any class or series of shares for which no maximum is
established;

(4)by
ordinary resolution subdivide or consolidate all or any of its unissued, or
fully paid issued, shares;

(5)if the
Company is authorized to issue shares of a class of shares with par value, by
ordinary resolution:

(a)decrease
the par value of those shares; or

(b)if none
of the shares of that class of shares are allotted or issued, increase the par
value of those shares;

(6)by
ordinary resolution change all or any of its unissued, or fully paid issued,
shares with par value into shares without par value or any of its unissued
shares without par value into shares with par value;

(7)by
ordinary resolution alter the identifying name of any of its shares;
or

(8)by
ordinary resolution or special resolution otherwise alter its shares or
authorized share structure when required or permitted to do so by the*Business
Corporations Act*.

**9****.2****Special
Rights and Restrictions**

Subject
to the*Business
Corporations Act*, the
Company may:

(1)by
ordinary resolution create special rights and restrictions for, and attach those
special rights and restrictions to, the shares of any class or series, whether
or not any or all of those shares have been issued;
and

(2)by
ordinary resolution vary or delete any special rights or restrictions attached
to the shares of any class or series, whether or not any or all of those shares
have been issued.

**9****.3****Change
of Name**

The
Company mayby
ordinary resolution or directors’ resolution authorize an alteration of its
Notice of Articles in order to change its name.

**9.4****Other
Alterations**

If the*Business
Corporations Act*does not
specify the type of resolution and these Articles do not specify another type of
resolution, the Company may by special resolution alter these
Articles.

**10.****Meetings****of Shareholders**

**10.1****Annual
General Meetings**

Unless an
annual general meeting is deferred or waived in accordance with the*Business
Corporations Act*, the
Company must hold its first annual general meeting within 18 months after the
date on which it was incorporated or otherwise recognized, and thereafter must
hold an annual general meeting at least once in each calendar year and not more
than 15 months after the last annual reference date at such time and place as
may be determined by the directors.

***Page
- 57***

**10.2****Consent****Resolution
Instead of Meeting of Shareholders**

If all
the shareholders who are entitled to vote at an annual general meeting consent
by a unanimous resolution under the*Business
Corporations Act*to all
of the business that is required to be transacted at that annual general
meeting, the annual general meeting is deemed to have been held on the date of
the unanimous resolution. The shareholders must, in any unanimous resolution
passed under this Article 10.2, select as the Company’s annual reference date a
date that would be appropriate for the holding of the applicable annual general
meeting.

**10.3****Calling
of Meetings****of Shareholders**

The
directors may, whenever they think fit, call a meeting ofshareholders.

**10.4****Notice
for Meetings****of Shareholders**

TheCompany
must send notice of the date, time and location of any meeting of shareholders,
in the manner provided in these Articles, or in such other manner, if any, as
may be prescribed by directors’ resolution (whether previous notice of the
resolution has been given or not), to each shareholder entitled to attend the
meeting, to each director and to the auditor of the Company, unless these
Articles otherwise provide, at least the following number of days before the
meeting:

(1)if and
for so long as the Company is a public company, 21
days;

(2)otherwise,
10 days.

**10.5****Record
Date for Notice**

The
directors may set a date as the record date for the purpose of determining
shareholders entitled to notice of any meeting of shareholders. The record date
must not precede the date on which the meeting is to beheld by
more than two months or, in the case of a general meeting requisitioned by
shareholders under the*Business
Corporations Act*, by more
than four months. The record date must not precede the date on which the meeting
is held by fewer than:

(1)if and
for so long as the Company is a public company, 21
days;

(2)otherwise,
10 days.

If no
record date is set, the record date is 5 p.m. on the day immediately preceding
the first date on which the notice is sent or, if no notice is sent, the
beginning of the meeting.

**10.6****Record
Date for Voting**

The
directors may set a date as the record date for the purpose of determining
shareholders entitled to vote at any meeting of shareholders. The record date
must not precede the date on which the meeting is to beheld by
more than two months or, in the case of a general meeting requisitioned by
shareholders under the*Business
Corporations Act*, by more
than four months. If no record date is set, the record date is 5 p.m. on the day
immediately preceding the first date on which the notice is sent or, if no
notice is sent, the beginning of the meeting.

**10.****7****Failure
to Give Notice and Waiver of Notice**

The
accidental omission tosend
notice of any meeting to, or the non-receipt of any notice by, any of the
persons entitled to notice does not invalidate any proceedings at that meeting.
Any person entitled to notice of a meeting of shareholders may, in writing or
otherwise, waive or reduce the period of notice of such meeting.

***Page
- 58***

**10.****8****Notice
of Special Business at Meeting****s
of Shareholders**

If a
meetingof
shareholders is to consider special business within the meaning of
Article 11.1, the notice of meeting must:

(1)state the
general nature of the special business; and

(2)if the
special business includes considering, approving, ratifying, adopting or
authorizing any document or the signing of or giving of effect to any document,
have attached to it a copy of the document or state that a copy of the document
will be available for inspection by shareholders:

(a)at the
Company’s records office, or at such other reasonably accessible location in
British Columbia as is specified in the notice; and

(b)during
statutory business hours on any one or more specified days before the day set
for the holding of the meeting.

**11.****Proceedings
at Meetings****of Shareholders**

**11.1****Special
Business**

At a
meetingof
shareholders, the following business is special business:

(1)at a
meetingof
shareholders that is not an annual general meeting, all business is special
business except business relating to the conduct of or voting at the
meeting;

(2)at an
annual general meeting, all business is special business except for the
following:

(a)business
relating to the conduct of or voting atthe
meeting;

(b)consideration
of any financial statements of the Company presented to the
meeting;

(c)consideration
of any reports of the directors or auditor;

(d)the
setting or changing of the number of directors;

(e)the
election or appointment of directors;

(f)the
appointment of an auditor;

(g)the
setting of the remuneration of an auditor;

(h)business
arising out of a report of the directors not requiring the passing of a special
resolution or an exceptional resolution;

(i)any other
business which, under these Articles or the*Business
Corporations Act*, may be
transacted at a meeting of shareholders without prior notice of the business
being given to the shareholders.

**11****.2****Majority
Required for a Special Resolution**

The
majority of votes required for the Company to pass a special resolution at a
meetingof
shareholders is two-thirds of the votes cast on the resolution.

***Page
- 59***

**11.****3****Quorum**

Subject
to the special rights and restrictions attached to the shares of any class or
seriesof
shares, the quorum for the transaction of business at a meeting of shareholders
is one person who is a shareholder, or who is otherwise permitted to vote shares
of the Company at a meeting of shareholders pursuant to these articles, present
in person or by proxy.

**11.4****Other
Persons May Attend**

The
directors, the president(if any),
the secretary (if any), the assistant secretary (if any), any solicitor for the
Company, the auditor of the Company and any other persons invited by the
directors are entitled to attend any meeting of shareholders, but if any of
those persons does attend a meeting of shareholders, that person is not to be
counted in the quorum and is not entitled to vote at the meeting unless that
person is a shareholder or proxy holder entitled to vote at the
meeting.

**11.5****Requirement
of Quorum**

No
business, other than the election of a chair of the meeting and the adjournment
of the meeting, may be transacted at any meeting of shareholders unless a quorum
of shareholders entitled to vote is present at the commencement of the meeting,
but such quorum need not be present throughout the meeting.

**11.****6****Lack
of Quorum**

If,
withinone-half
hour from the time set for the holding of a meeting of shareholders, a quorum is
not present:

(1)in the
case of a general meeting requisitioned by shareholders, the meeting is
dissolved, and

(2)in the
case of any other meeting of shareholders, the meeting stands adjourned to the
same day in the next week at the same time and place.

**11.7****Lack
of Quorum at Succeeding Meeting**

If, at
the meeting to which the meeting referred to in Article11.6(2)
was adjourned, a quorum is not present within one-half hour from the time set
for the holding of the meeting, the person or persons present and being, or
representing by proxy, one or more shareholders entitled to attend and vote at
the meeting constitute a quorum.

**11.****8****Chair**

The
following individuals are entitled to preside as chair at a meeting of
shareholders:

(1)the chair
of the board, if any; or

(2)if no
chair of the board exists or is present and willing to act as chair of the
meeting, the president of the Company; or

(3)if the
chair of the board, and the president of the Company are absent or unwilling to
act as chair of the meeting, the solicitor of the Company.

**11.9**
    **Selection
      of Alternate Chair**

If, at
any meeting of shareholders, there is no chair of the board or president present
within 15 minutes after the time set for holding the meeting, or if the
chair of the board and the president are unwilling to act as chair of the
meeting, or if the chair of the board and the president have advised the
secretary, if any, or any director present at the meeting, that they will not be
present at the meeting, and the solicitor of the Company is absent or unwilling
to act as chair of the meeting, the directors present must choose one of their
number to be chair of the meeting or if all of the directors present decline to
take the chair or fail to so choose or if no director is present, the
shareholdersentitled
to vote at the meeting who are present in person or by proxy may choose any
person present at the meeting to chair the meeting.

***Page
- 60***

**11.10**
    **Adjournments**

The chair
of a meeting of shareholders may, and if so directed by the meeting must,
adjourn the meeting from time to time and from place to place, but no business
may be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.

**11.11**
    **Notice
      of Adjourned Meeting**

It is not
necessary to give any notice of an adjourned meeting or of the business to be
transacted at an adjourned meeting of shareholders except that, when a meeting
is adjourned for 30 days or more, notice of the adjourned meeting must be given
as in the case of the original meeting.

**11.12**
    **Decisions
      by Show of Hands, Verbal Statements, or
Poll**

Subject
to the*Business
Corporations Act*, every
motion put to a vote at a meeting of shareholders will be decided on a show of
hands unless a poll, before or on the declaration of the result of the vote by
show of hands, is directed by the chair or demanded by at least one shareholder
entitled to vote who is present in person or by proxy. In determining the result
of a vote by show of hands, shareholders present by telephone or other
communications medium in which all shareholders and proxy holders entitled to
attend and participate in voting at the meeting are able to communicate with
each other, may indicate their vote verbally or, otherwise in such manner as
clearly evidences their vote and is accepted by the chair of the
meeting.

**11.13**
    **Declaration
      of Result**

The chair
of a meeting of shareholders must declare to the meeting the decision on every
question in accordance with the result of the show of hands or the poll, as the
case may be, and that decision must be entered in the minutes of the
meeting.A
declaration of the chair that a resolution is carried by the necessary majority
or is defeated is, unless a poll is directed by the chair or demanded under
Article 11.12, conclusive evidence without proof of the number or proportion of
the votes recorded in favour of or against the resolution.

**11.1****4**
    **Motion
      Need Not be Seconded**

No motion
proposed at a meetingof
shareholders need be seconded unless the chair of the meeting rules otherwise,
and the chair of any meeting of shareholders is entitled to propose or second a
motion.

**11.1****5**
    **Casting
      Vote**

In case
of an equality of votes either on a show of hands or on a poll, the chairof a
meeting of shareholders will have a second or casting vote in addition to the
vote or votes to which the chair may be entitled as a shareholder.

**11.1****6**
    **Manner
      of Taking Poll**

Subject
to Article11.18, if
a poll is duly demanded at a meeting of shareholders:

(1)the poll
must be taken:

(a)at the
meeting, or within seven days after the date of the meeting, as the chair of the
meeting directs; and

(b)in the
manner, at the time and at the place that the chair of the meeting
directs;

(2)the
result of the poll is deemed to be the decision of the meeting at which the poll
is demanded; and

***Page
- 61***

(3)the
demand for the poll may be withdrawn by the person who demanded it.

**11.17**
    **Demand
      for Poll on Adjournment**

A poll
demanded at a meeting of shareholders on a question of adjournment must be taken
immediately at the meeting.

**11.18**
    **Chair
      Must Resolve Dispute**

In the
case of any dispute as to the admission or rejection of a vote given on a poll,
the chair of the meeting must determine thedispute,
and his or her determination made in good faith is final and
conclusive.

**11.19**
    **Casting
      of Votes**

On a
poll, a shareholder entitled to more than one vote need not cast all the votes
in the same way.

**11.20**
    **Demand
      for Poll**

No poll
may be demanded in respect of the vote by which a chair of a meeting of
shareholders is elected.

**11.****21**
    **Demand
      for Poll Not to Prevent Continuance of
Meeting**

The
demand for a poll at a meeting of shareholders does not, unless the chair of the
meeting so rules, prevent the continuation of a meeting for the transaction of
any business other than the question on which a poll has been
demanded.

**11.****22**
    **Retention
      of Ballots and Proxies**

The
Company must, for at least three months after a meeting of shareholders, keepeach
ballot cast on a poll and each proxy voted at the meeting, and, during that
period, make them available for inspection during normal business hours by any
shareholder or proxyholder entitled to vote at the meeting. At the end of such
three month period, the Company may destroy such ballots and
proxies.

**12.****Votes
of Shareholders**

**12.1****Number
of Votes by Shareholder or by Shares**

Subject
to any special rights or restrictions attached to any shares and to the
restrictions imposed on jointshareholders
under Article 12.3:

(1)on a vote
by show of hands, every person present who is a shareholder or proxy holder and
entitled to vote on the matter has one vote; and

(2)on a
poll, every shareholder entitled to vote on the matter has one vote in respect
of each share entitled to be voted on the matter and held by that shareholder
and may exercise that vote either in person or by proxy.

**12.2****Votes
of Persons in Representative Capacity**

A person
who is not a shareholder may vote at a meeting of shareholders, whether on a
show of hands or on a poll, and may appoint a proxy holder to act at the
meeting, if, before doing so, the person satisfies the chair of the meeting, or
the directors, that the person is alegal
personal representative or a trustee in bankruptcy for a shareholder who is
entitled to vote at the meeting.

***Page
- 62***

**12.3****Votes
by Joint Holders**

If there
are joint shareholders registered in respect of any share:

(1)any one
of the joint shareholders may vote at any meeting, either personally or by
proxy, in respect of the share as if that joint shareholder were solely entitled
to it; or

(2)if more
than one of the joint shareholders is present at any meeting, personally or by
proxy, and more than one of them votes in respect of that share, then only the
vote of the joint shareholder present whose name stands first on the central
securities register in respect of the share will be counted.

**12.4****Legal
Personal Representatives****as
Joint Shareholders**

Two or
morelegal
personal representatives of a shareholder in whose sole name any share is
registered are, for the purposes of Article 12.3, deemed to be joint
shareholders.

**12.****5****Representative
of a Corporate Shareholder**

If a
corporation, that is not a subsidiary of the Company, is a shareholder, that
corporation may appoint a person to act as its representative at any meeting of
shareholdersof the
Company, and:

(1)for that
purpose, the instrument appointing a representative must:

(a)be
received at the registered office of the Company or at any other place
specified, in the notice calling the meeting, for the receipt of proxies, at
least the number of business days specified in the notice for the receipt of
proxies, or if no number of days is specified, two business days before the day
set for the holding of the meeting; or

(b)be
provided, at the meeting, to the chair of the meeting or to a person designated
by the chair of the meeting;

(2)if a
representative is appointed under this Article 12.5:

(a)the
representative is entitled to exercise in respect of and at that meeting the
same rights on behalf of the corporation that the representative represents as
that corporation could exercise if it were a shareholder who is an individual,
including, without limitation, the right to appoint a proxy holder;
and

(b)the
representative, if present at the meeting, is to be counted for the purpose of
forming a quorum and is deemed to be a shareholder present in person at the
meeting.

Evidence
of the appointment of any such representative may be sent to the Company by
written instrument, fax or anyother
method of transmitting legibly recorded messages.

**12.6****Proxy
Provisions Do Not Apply to All Companies**

Articles12.7 to
12.15 do not apply to the Company if and for so long as it is a public company
or a pre-existing reporting company which has the Statutory Reporting Company
Provisions as part of its Articles or to which the Statutory Reporting Company
Provisions apply.

**12.****7****Appointment
of Proxy Holders**

Every
shareholder of the Company, including a corporation that is a shareholder but
not a subsidiary of the Company, entitled to vote at a meeting of shareholders
of the Company may, by proxy, appoint one or more(but not
more than five) proxy holders to attend and act at the meeting in the manner, to
the extent and with the powers conferred by the proxy.

***Page
- 63***

**12.8****Alternate
Proxy Holders**

A
shareholder may appoint one or more alternate proxy holders to act in the place
of an absent proxy holder.

**12.9****When
Proxy Holder Need Not Be Shareholder**

A person
who is appointed as a proxy holder need not be a shareholder of the
Company.

**12.10**
    **Deposit
      of Proxy**

A proxy
for a meeting of shareholders must:

(1)be
received at the registered office of the Company or at any other place
specified, in the notice calling the meeting, for the receipt of proxies, at
least the number of business days specified in the notice, or if no number of
days is specified, two business days before the day set for the holding of the
meeting; or

(2)unless
the notice provides otherwise, be provided, at the meeting, to the chair of the
meeting or to a person designated by the chair of the meeting.

A proxymay be
sent to the Company by written instrument, fax or any other method of
transmitting legibly recorded messages.

**12.11**
    **Validity
      of Proxy Vote**

A vote
given in accordance with the terms of a proxy is validnotwithstanding
the death or incapacity of the shareholder giving the proxy and despite the
revocation of the proxy or the revocation of the authority under which the proxy
is given, unless notice in writing of that death, incapacity or revocation is
received:

(1)at the
registered office of the Company, at any time up to and including the last
business day before the day set for the holding of the meeting at which the
proxy is to be used; or

(2)by the
chair of the meeting, before the vote is taken.

**12.1****2**
    **Form
      of Proxy**

A proxy,
whether for a specified meeting or otherwise, must be either in the following
form or in any other form approved by the directors or the chair of the
meeting:

*[name
of company]*

(the
“Company”)

The
undersigned, being a shareholder of the Company, hereby appoints*[name]*or,
failing that person,*[name]*, as
proxy holder for the undersigned to attend, act and vote for and on behalf of
the undersigned at the meeting of shareholders of the Company to be held on*[month,
day, year]*and at
any adjournment of that meeting.

Number of
shares in respect of which this proxy is given (if no number is specified, then
this proxy if given in respect of all shares registered in the name of the
shareholder): _____________________

Signed*[month,
day, year]*
___________________________

*[Signature
of shareholder]*
___________________________

*[Name
of shareholder—printed]*

***Page
- 64***

**12.1****3**
    **Revocation
      of Proxy**

Subject
to Article12.14,
every proxy may be revoked by an instrument in writing that is:

(1)received
at the registered office of the Company at any time up to and including the last
business day before the day set for the holding of the meeting at which the
proxy is to be used; or

(2)provided,
at the meeting, to the chair of the meeting.

**12.14**
    **Revocation
      of Proxy Must Be Signed**

An
instrument referred to in Article12.13
must be signed as follows:

(1)if the
shareholder for whom the proxy holder is appointed is an individual, the
instrument must be signed by the shareholder or his or her legal personal
representative or trustee in bankruptcy;

(2)if the
shareholder for whom the proxy holder is appointed is a corporation, the
instrument must be signed by the corporation or by a representative appointed
for the corporation under Article 12.5.

**12.1****5**
    **Production
      of Evidence of Authority to Vote**

The chair
of any meeting of shareholders may, but need not, inquire into the authority of
any person to vote at the meeting and may, but need not, demand from that person
production of evidence as to the existence of the authority to
vote.

**13.****Directors**

**13.1****First
Directors; Number of Directors**

If the
Company is not a pre-existing company under the*Business
Corporations Act*, the
first directors are the persons designated as directors of the Company in the
Notice of Articles that applies to the Company when it is recognized under the*Business
Corporations Act*. The
number of directors, excluding additional directors appointed under Article
14.8, is set at:

(1)subject
to paragraphs (2) and (3), the number of directors that is equal to the number
of the Company’s first directors if applicable;

(2)if the
Company is a public company, the greater of three and the most recently set of:

(a)the
number of directors set by ordinary resolution (whether or not previous notice
of the resolution was given); and

(b)the
number of directors set under Article 14.4;

(3)if the
Company is not a public company, the most recently set of:

(a)the
number of directors set by ordinary resolution (whether or not previous notice
of the resolution was given); and

(b)the
number of directors set under Article 14.4.

**1****3.2****Change
in Number of Directors**

If the
number of directors isset under
Articles 13.1(2)(a) or 13.1(3)(a):

(1)the
shareholders may contemporaneously elect or appoint the directors up to that
number;

***Page
- 65***

(2)and if
the shareholders do not contemporaneously elect or appoint the number of
directors set resulting in vacancies, then the directors may appoint, or failing
which the shareholders may elect or appoint, directors to fill those
vacancies.

**13.3****Directors’
Acts Valid Despite Vacancy**

An act or
proceeding of the directors is not invalid merely because fewer than the number
of directors set or otherwise required under these Articles is in
office.

**13.****4****Qualifications
of Directors**

A
directoris not
required to hold a share in the capital of the Company as qualification for his
or her office but must be qualified as required by the*Business
Corporations Act*to
become, act or continue to act as a director.

**13.5****Remuneration
of Directors**

The
directors are entitled to the remuneration for acting as directors, if any, as
the directors may from time to time determine. If the directors so decide, the
remuneration of the directors, if any, will be determined by the shareholders.That
remuneration may be in addition to any salary or other remuneration paid to any
officer or employee of the Company as such, who is also a director.

**13.****6****Reimbursement
of Expenses of Directors**

TheCompany
must reimburse each director for the reasonable expenses that he or she may
incur in and about the business of the Company.

**13.****7****Special
Remuneration for Directors**

If any
director performs any professional or other services for the Company that in the
opinion of the directors are outside the ordinary duties of a
director, or if
any director is otherwise specially occupied in or about the Company’s business,
he or she may be paid remuneration fixed by the directors, or, at the option of
that director, fixed by ordinary resolution, and such remuneration may be either
in addition to, or in substitution for, any other remuneration that he or she
may be entitled to receive.

**13.****8****Gratuity,
Pension or Allowance on Retirement of Director**

Unless
otherwise determined by ordinary resolution, the directors on behalf of the
Company may pay a gratuity or pension or allowance on retirement to any director
who has held any salaried office or place of profit with the Company or to his
or her spouse or dependants and may make contributions to any fund and pay
premiums for the purchase or provision of any such gratuity, pension or
allowance.

**14.****Election
and Removal of Directors**

**14.1****Election
at Annual General Meeting**

At every
annual general meetingand in
every unanimous resolution contemplated by Article 10.2:

(1)the
shareholders entitled to vote at the annual general meeting for the election of
directors must elect, or in the unanimous resolution appoint, a board of
directors consisting of the number of directors set under these Articles from
time to time; and

(2)all the
directors cease to hold office immediately before the election or appointment of
directors under paragraph (1), but are eligible for re-election or
re-appointment.

***Page
- 66***

**14.2****Consent
to be a Director**

No
election, appointment or designation of an individual as a director is valid
unless:

(1)that
individual consents to be a director in the manner provided for in the*Business
Corporations Act*;

(2)that
individual is elected or appointed at a meeting at which the individual is
present and the individual does not refuse, at the meeting, to be a director;
or

(3)with
respect to first directors, the designation is otherwise valid under the*Business
Corporations Act*.

**14.3****Failure
to Elect or Appoint Directors**

If:

(1)the
Company fails to hold an annual general meeting, and all the shareholders who
are entitled to vote at an annual general meeting fail topass the
unanimous resolution contemplated by Article 10.2, on or before the date by
which the annual general meeting is required to be held under the*Business
Corporations Act*; or

(2)the
shareholders fail, at the annual general meeting or in the unanimous resolution
contemplated by Article 10.2, to elect or appoint any directors;

then eachdirector
then in office continues to hold office until the earlier of:

(3)the date
on which his or her successor is elected or appointed; and

(4)the date
on which he or she otherwise ceases to hold office under the*Business
Corporations Act*or these
Articles.

**14.4****Places
of Retiring Directors Not Filled**

If, at any
meeting of shareholders at which there should be an election of directors, the
places of any of the retiring directors are not filled by that election, those
retiring directors who are not re-elected and who are asked by the newly elected
directors to continue in office will, if willing to do so, continue in office to
complete the number of directors for the time being set pursuant to these
Articles until further new directors are elected at a meeting of shareholders
convened for that purpose. If any such election or continuance of directors does
not result in the election or continuance of the number of directors for the
time being set pursuant to these Articles, the number of directors of the
Company is deemed to be set at the number of directors actually elected or
continued in office.

**14.5****Directors
May Fill Casual Vacancies**

Any
casual vacancy occurring in the board of directors may be filled by the
directors.

**14.****6****Remaining
Directors Power to Act**

The
directors may act notwithstanding any vacancy in the boardof
directors, but if the Company has fewer directors in office than the number set
pursuant to these Articles as the quorum of directors, the directors may only
act for the purpose of appointing directors up to that number or of summoning a
meeting of shareholders for the purpose of filling any vacancies on the board of
directors or, subject to the*Business
Corporations Act*, for any
other purpose.

**14.****7****Shareholders
May Fill Vacancies**

Ifthe
Company has no directors or fewer directors in office than the number set
pursuant to these Articles as the quorum of directors, then failing the filling
of any vacancies as set forth in Article 14.6, the shareholders may elect or
appoint directors to fill any vacancies on the board of directors.

***Page
- 67***

**14.****8****Additional
Directors**

Notwithstanding
Articles 13.1 and 13.2,between
annual general meetings or resolutions contemplated by Article 10.2, the
directors may appoint one or more additional directors, but the number of
additional directors appointed under this Article 14.8 must not at any time
exceed:

(1)one-third
of the number of first directors, if, at the time of the appointments, one or
more of the first directors have not yet completed their first term of office;
or

(2)in any
other case, one-third of the number of the current directors who were elected or
appointed as directors other than under this Article 14.8.

Any
director so appointedceases to
hold office immediately before the next election or appointment of directors
under Article 14.1(1), but is eligible for re-election or
re-appointment.

**14.9****Ceasing
to be a Director**

A
director ceases to be a
director when:

(1)the term
of office of the director expires;

(2)the
director dies;

(3)the
director resigns as a director by notice in writing provided to the Company or a
solicitor for the Company; or

(4)the
director is removed from office pursuant to Articles 14.10 or
14.11.

**14.10**
    **Removal
      of Director****by Shareholders**

The
Company may remove any director before the expiration of his or her term of
office by special resolution. In that event, the
shareholders may elect, or appoint by ordinary resolution, a director to fill
the resulting vacancy. If the shareholders do not elect or appoint a director to
fill the resulting vacancy contemporaneously with the removal, then the
directors may appoint or the shareholders may elect, or appoint by ordinary
resolution, a director to fill that vacancy.

**14.11**
    **Removal
      of Director by Directors**

The
directors mayremove
any director before the expiration of his or her term of office if the director
is convicted of an indictable offence, or if the director ceases to be qualified
to act as a director of a company and does not promptly resign, and the
directors may appoint a director to fill the resulting vacancy.

**1****5.****Alternate
Directors**

**15.1****Appointment
of Alternate Director**

Any
director(an
“appointor”) may by notice in writing received by the Company appoint any person
(an “appointee”) who is qualified to act as a director to be his or her
alternate to act in his or her place at meetings of the directors or committees
of the directors at which the appointor is not present unless (in the case of an
appointee who is not a director) the directors have reasonably disapproved the
appointment of such person as an alternate director and have given notice to
that effect to his or her appointor within a reasonable time after the notice of
appointment is received by the Company.

***Page
- 68***

**15.2****Notice
of Meetings**

Every
alternatedirector
so appointed is entitled to notice of meetings of the directors and of
committees of the directors of which his or her appointor is a member and to
attend and vote as a director at any such meetings at which his or her appointor
is not present.

**15.3****Alternate
for More Than One Director Attending Meetings**

A person
may be appointed as an alternate director by more than one director, and an
alternate director:

(1)will be
counted in determining the quorum for a meeting of directors once for eachof his or
her appointors and, in the case of an appointee who is also a director, once
more in that capacity;

(2)has a
separate vote at a meeting of directors for each of his or her appointors and,
in the case of an appointee who is also a director, an additional vote in that
capacity;

(3)will be
counted in determining the quorum for a meeting of a committee of directors once
for each of his or her appointors who is a member of that committee and, in the
case of an appointee who is also a member of that committee as a director, once
more in that capacity;

(4)has a
separate vote at a meeting of a committee of directors for each of his or her
appointors who is a member of that committee and, in the case of an appointee
who is also a member of that committee as a director, an additional vote in that
capacity.

**15.4****Consent
Resolutions**

Every
alternate director, if authorized by thenotice
appointing him or her, may sign in place of his or her appointor any resolutions
to be consented to in writing.

**15.5****Alternate
Director Not an Agent**

Every
alternate directoris deemed
not to be the agent of his or her appointor.

**15.6****Revocation
of Appointment of Alternate Director**

An
appointor may at any time, by
notice in writing received by the Company, revoke the appointment of an
alternate director appointed by him or her.

**15.7****Ceasing****to be an Alternate Director**

The
appointment of an alternatedirector
ceases when:

(1)his or
her appointor ceases to be a director and is not promptly re-elected or
re-appointed;

(2)the
alternate director dies;

(3)the
alternate director resigns as an alternate director by notice in writing
provided to the Company or a solicitor for the Company;

(4)the
alternate director ceases to be qualified to act as a director; or

(5)his or
her appointor revokes the appointment of the alternate director.

***Page
- 69***

**15.8****Remuneration
and Expenses of Alternate Director**

The
Company may reimbursean
alternate director for the reasonable expenses that would be properly reimbursed
if he or she were a director, and the alternate director is entitled to receive
from the Company such proportion, if any, of the remuneration otherwise payable
to the appointor as the appointor may from time to time direct.

**1****6.****Powers
and Duties of Directors**

**1****6.1****Powers
of Management**

The
directorsmust,
subject to the*Business
Corporations Act*and
these Articles, manage or supervise the management of the business and affairs
of the Company and have the authority to exercise all such powers of the Company
as are not, by the*Business
Corporations Act*or by
these Articles, required to be exercised by the shareholders of the
Company.

**1****6.2****Appointment
of Attorney of Company**

The
directors may from time to time, by power of attorney or other
instrument, under
seal if so required by law, appoint any person to be the attorney of the Company
for such purposes, and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the directors under these Articles
and excepting the power to fill vacancies in the board of directors, to remove a
director, to change the membership of, or fill vacancies in, any committee of
the directors, to appoint or remove officers appointed by the directors and to
declare dividends) and for such period, and with such remuneration and subject
to such conditions as the directors may think fit. Any such power of attorney
may contain such provisions for the protection or convenience of persons dealing
with such attorney as the directors think fit. Any such attorney may be
authorized by the directors to sub-delegate all or any of the powers,
authorities and discretions for the time being vested in him or her.

**1****7.****Disclosure
of Interest of Directors**

**1****7.1****Obligation
to Account for Profits**

A
directoror senior
officer who holds a disclosable interest (as that term is used in the*Business
Corporations Act*) in a
contract or transaction into which the Company has entered or proposes to enter
is liable to account to the Company for any profit that accrues to the director
or senior officer under or as a result of the contract or transaction only if
and to the extent provided in the*Business
Corporations Act*.

**1****7.2****Restrictions
on Voting by Reason of Interest**

A
director whoholds a
disclosable interest in a contract or transaction into which the Company has
entered or proposes to enter is not entitled to vote on any directors’
resolution to approve that contract or transaction, unless all the directors
have a disclosable interest in that contract or transaction, in which case any
or all of those directors may vote on such resolution.

**17.3****Interested
Director Counted in Quorum**

A
director who holds a disclosable interest in a contract or transaction into
whichthe
Company has entered or proposes to enter and who is present at the meeting of
directors at which the contract or transaction is considered for approval may be
counted in the quorum at the meeting whether or not the director votes on any or
all of the resolutions considered at the meeting.

**17.****4****Disclosure
of Conflict of Interest or Property**

A
directoror senior
officer who holds any office or possesses any property, right or interest that
could result, directly or indirectly, in the creation of a duty or interest that
materially conflicts with that individual’s duty or interest as a director or
senior officer, must disclose the nature and extent of the conflict as required
by the*Business
Corporations Act*.

***Page
- 70***

**1****7.5****Director
Holding Other Office in the Company**

A
director may hold any office or place of profit with the Company, other than the
office of auditor of the Company, in addition to his or her office of director
for the period and on the terms (as to remuneration or otherwise) that the
directors may determine.

**1****7.6****No
Disqualification**

No
director or intended director is disqualified by his or her office from
contracting with the Company either with regard to the holding of any office or
place of profit the director holds with the Company or as vendor, purchaser or
otherwise,and no
contract or transaction entered into by or on behalf of the Company in which a
director is in any way interested is liable to be voided for that
reason.

**1****7.7****Professional
Services by Director or Officer**

Subject
to the*Business
Corporations Act*, a
director or officer, or any person in which a director or officer has an
interest, may act in a professional capacity for the Company, except as auditor
of the Company, and the director or officer or such person is entitled to
remuneration for professional services as if that director or officer were not a
director or officer.

**1****7.8****Director
or Officer in Other Corporations**

A
director or officer may be or become a director, officer or employee of, or
otherwise interested in, any person in which the Company may be interested as a
shareholder or otherwise, and, subject to the*Business
Corporations Act*, the
director or officer is not accountable to the Company for any remuneration or
other benefits received by him or her as director, officer or employee of, or
from his or her interest in, such other person.

**1****8.****Proceedings
of Directors**

**1****8.1****Meetings
of Directors**

The
directors may meet together for the conduct of business, adjourn and otherwise
regulate their meetings as they think fit, and meetings of the directors held at
regular intervals may be held at the place, at the time and on the notice, if
any, as the directors may from time to time determine.

**1****8.2****Voting
at Meetings**

Questions
arising at any meeting of directors are to be decided by a majority of votes
and, in the case of an equality of votes, the chair of the meeting does not have
a second or casting vote.

**1****8.3****Chair
of Meetings**

The
following individual is entitled to preside as chair at a meeting of
directors:

(1)the chair
of the board, if any;

(2)in the
absence of the chair of the board, the president, if any, if the president is a
director; or

(3)any other
director chosen by the directors if:

(a)neither
the chair of the board nor the president, if a director, is present at the
meeting within 15 minutes after the time set for holding the
meeting;

(b)neither
the chair of the board nor the president, if a director, is willing to chair the
meeting; or

***Page
- 71***

(c)the chair
of the board and the president, if a director, have advised the secretary, if
any, or any other director, that they will not be present at the
meeting.

**1****8.4****Meetings
by Telephone or Other Communications Medium**

A
director may participate in a meeting of the directors or of any committee of
the directorsin person
or by telephone if all directors participating in the meeting, whether in person
or by telephone or other communications medium, are able to communicate with
each other. A director may participate in a meeting of the directors or of any
committee of the directors by a communications medium other than telephone if
all directors participating in the meeting, whether in person or by telephone or
other communications medium, are able to communicate with each other and if all
directors who wish to participate in the meeting agree to such participation. A
director who participates in a meeting in a manner contemplated by this Article
18.4 is deemed for all purposes of the*Business
Corporations Act*and
these Articles to be present at the meeting and to have agreed to participate in
that manner**.**

**1****8.5****Calling
of Meetings**

A
director may, and the president, secretary or an assistant secretary of the
Company, if any,
on the request of a director must, call a meeting of the directors at any time.

**1****8.6****Notice
of Meetings**

Other
than for meetings held at regular intervals as determined by thedirectors
pursuant to Article 18.1, reasonable notice of each meeting of the directors,
specifying the place, day and time of that meeting must be given to each of the
directors and the alternate directors by any method set out in Article 24.1 or
orally or by telephone.

**1****8.7****When
Notice Not Required**

It is not
necessary to give notice of a meeting of the directors to a director or an
alternate director if:

(1)the
meeting is to be held immediately following a meeting of shareholders at which
that director was elected or appointed, or is the meeting of the directors at
which that director is appointed; or

(2)the
director or alternate director, as the case may be, has waived notice of the
meeting.

**1****8.8****Meeting
Valid Despite Failure to Give Notice**

The
accidental omission to give notice of any meeting of directors to, or the
non-receipt of any notice by, any director or alternate director, does not
invalidate any proceedings at that meeting.

**1****8.9****Waiver
of Notice of Meetings**

Any
directoror
alternate director may send to the Company a document signed by him or her
waiving notice of any past, present or future meeting or meetings of the
directors and may at any time withdraw that waiver with respect to meetings held
after that withdrawal. After sending a waiver with respect to all future
meetings and until that waiver is withdrawn, no notice of any meeting of the
directors need be given to that director and, unless the director otherwise
requires by notice in writing to the Company, to his or her alternate director,
and all meetings of the directors so held are deemed not to be improperly called
or constituted by reason of notice not having been given to such director or
alternate director.

**18.10**
    **Quorum**

The
quorum necessary for the transaction of the business of the directors may beset by
the directors and, if not so set, is deemed to be set at a majority of the
directors then in office or, if the number of directors is set at one, is deemed
to be set at one director, and that director may constitute a
meeting.

***Page
- 72***

**1****8.11**
    **Validity
      of Acts Where Appointment
Defective**

Subject
to the*Business
Corporations Act*, an act
of a director or officer is not invalid merely because of an irregularity in the
election or appointment or a defect in the qualification of that director or
officer.

**1****8.12**
    **Consent
      Resolutions in Writing**

A
resolution of the directors or of any committee of the directors consented to in
writing by all of the directors entitled to vote on it, whether by signed
document, fax, email or any other method of transmitting legibly recorded
messages,is as
valid and effective as if it had been passed at a meeting of the directors or of
the committee of the directors duly called and held. Such resolution may be in
two or more counterparts which together are deemed to constitute one resolution
in writing. A resolution passed in that manner is effective on the date stated
in the resolution or on the latest date stated on any counterpart. A resolution
of the directors or of any committee of the directors passed in accordance with
this Article 18.12 is deemed to be a proceeding at a meeting of directors or of
the committee of the directors and to be as valid and effective as if it had
been passed at a meeting of the directors or of the committee of the directors
that satisfies all the requirements of the*Business
Corporations Act*and all
the requirements of these Articles relating to meetings of the directors or of a
committee of the directors.

**1****9.****Executive
and Other Committees**

**1****9.1****Appointment
and Powers of Executive Committee**

The
directors may, by resolution, appoint
an executive committee consisting of the director or directors that they
consider appropriate, and this committee has, during the intervals between
meetings of the board of directors, all of the directors’ powers, except:

(1)the power
to fill vacancies in the board of directors;

(2)the power
to remove a director;

(3)the power
to change the membership of, or fill vacancies in, any committee of the
directors; and

(4)such
other powers, if any, as may be set out in the resolution or any subsequent
directors’ resolution.

**1****9.2****Appointment
and Powers of Other Committees**

The
directors may, by resolution:

(1)appoint
one or more committees (other than the executive committee) consisting of the
director or directors that they consider appropriate;

(2)delegate
to a committee appointed under paragraph (1) any of the directors’ powers,
except:

(a)the power
to fill vacancies in the board of directors;

(b)the power
to remove a director;

(c)the power
to change the membership of, or fill vacancies in, any committee of the
directors; and

(d)the power
to appoint or remove officers appointed by the directors; and

***Page
- 73***

(3)make any
delegation referred to in paragraph (2) subject to the conditions set out in the
resolution or any subsequent directors’ resolution.

**1****9.3****Obligations
of Committees**

Any
committeeappointed
under Articles 19.1 or 19.2, in the exercise of the powers delegated to it,
must:

(1)conform
to any rules that may from time to time be imposed on it by the directors;
and

(2)report
every act or thing done in exercise of those powers at such times as the
directors may require.

**1****9.4****Powers
of Board**

Thedirectors
may, at any time, with respect to a committee appointed under Articles 19.1 or
19.2:

(1)revoke or
alter the authority given to the committee, or override a decision made by the
committee, except as to acts done before such revocation, alteration or
overriding;

(2)terminate
the appointment of, or change the membership of, the committee; and

(3)fill
vacancies in the committee.

**1****9.5****Committee
Meetings**

Subject
to Article 19.3(1)
and unless the directors otherwise provide in the resolution appointing the
committee or in any subsequent resolution, with respect to a committee appointed
under Articles 19.1 or 19.2:

(1)the
committee may meet and adjourn as it thinks proper;

(2)the
committee may elect a chair of its meetings but, if no chair of a meeting is
elected, or if at a meeting the chair of the meeting is not present within 15
minutes after the time set for holding the meeting, the directors present who
are members of the committee may choose one of their number to chair the
meeting;

(3)a
majority of the members of the committee constitutes a quorum of the committee;
and

(4)questions
arising at any meeting of the committee are determined by a majority of votes of
the members present, and in case of an equality of votes, the chair of the
meeting does not have a second or casting vote.

**20****.****Officers**

**20****.1****Directors
May Appoint Officers**

The
directors may, from time to time, appoint such officers, if any, as the
directors determine and the directors may, at any time, terminate any such
appointment.

**20****.2****Functions,
Duties and Powers of Officers**

The
directors may, for each officer:

(1)determine
the functions and dutiesof the
officer;

(2)entrust
to and confer on the officer any of the powers exercisable by the directors on
such terms and conditions and with such restrictions as the directors think fit;
and

(3)revoke,
withdraw, alter or vary all or any of the functions, duties and powers of the
officer.

***Page
- 74***

**20****.3****Qualifications**

No
officermay be
appointed unless that officer is qualified in accordance with the*Business
Corporations Act*. One
person may hold more than one position as an officer of the Company. Any person
appointed as the chair of the board or as a managing director must be a
director. Any other officer need not be a director.

**20****.4****Remuneration
and Terms of Appointment**

All
appointments of officers are to be made on the terms and conditions and at the
remuneration (whether by way of salary, fee, commission, participation in
profits or otherwise) that the directors thinks fit and are subject to
termination at the pleasure of the directors,and an
officer may in addition to such remuneration be entitled to receive, after he or
she ceases to hold such office or leaves the employment of the Company, a
pension or gratuity.

**2****1.****Indemnification**

**21.1****Definitions**

In thisArticle
21:

(1)“eligible
penalty” means a judgment, penalty or fine awarded or imposed in, or an amount
paid in settlement of, an eligible proceeding;

(2)“eligible
proceeding” means a legal proceeding or investigative action, whether current,
threatened, pending or completed, in which a director, former director or
alternate director of the Company (an “eligible party”) or any of the heirs and
legal personal representatives of the eligible party, by reason of the eligible
party being or having been a director or alternate director of the
Company:

(a)is or may
be joined as a party; or

(b)is or may
be liable for or in respect of a judgment, penalty or fine in, or expenses
related to, the proceeding;

(3)“expenses”
has the meaning set out in the*Business
Corporations Act*.

**2****1.2****Mandatory
Indemnification of Directors and Former Directors**

Subject
to the*Business
Corporations Act*, the
Company must indemnify a director, former director or alternate director of the
Company and his or her heirs and legal personal representatives against all
eligible penalties to which such person is or may be liable, and the Company
must, after the final disposition of an eligible proceeding, pay the expenses
actually and reasonably incurred by such person in respect of that proceeding.
Each director and alternate director is deemed to have contracted with the
Company on the terms of the indemnity contained in this Article
21.2.

**2****1.3****Indemnification
of Other Persons**

Subject
toany
restrictions in the*Business
Corporations Act*, the
Company may indemnify any person.

**2****1.4****Non-Compliance
with*****Business
Corporations Act***

The
failure of a director,
alternate director or officer of the Company to comply with the*Business
Corporations Act*or these
Articles does not invalidate any indemnity to which he or she is entitled under
this Part.

**2****1.5****Company
May Purchase Insurance**

The
Companymay
purchase and maintain insurance for the benefit of any person (or his or her
heirs or legal personal representatives) who:

***Page
- 75***

(1)is or was
a director, alternate director, officer, employee or agent of the
Company;

(2)is or was
a director, alternate director, officer, employee or agent of a corporation at a
time when the corporation is or was an affiliate of the Company;

(3)at the
request of the Company, is or was a director, alternate director, officer,
employee or agent of a corporation or of a partnership, trust, joint venture or
other unincorporated entity;

(4)at the
request of the Company, holds or held a position equivalent to that of a
director, alternate director or officer of a partnership, trust, joint venture
or other unincorporated entity;

against
any liability incurred by him or her as suchdirector,
alternate director, officer, employee or agent or person who holds or held such
equivalent position.

**22.****Dividends**

**22.1****Payment
of Dividends Subject to Special Rights**

The
provisions ofthis
Article 22 are subject to the rights, if any, of shareholders holding shares
with special rights as to dividends.

**22.2****Declaration
of Dividends**

Subject
to the*Business
Corporations Act*, the
directors may from time to time declare and authorize payment of such dividends
as they may deem advisable.

**22.3****No
Notice Required**

The
directors need not give notice to any shareholder of any declaration under
Article22.2.

**22.4****Record
Date**

The
directors may set a date as the record date forthe
purpose of determining shareholders entitled to receive payment of a dividend.
The record date must not precede the date on which the dividend is to be paid by
more than two months. If no record date is set, the record date is 5 p.m. on the
date on which the directors pass the resolution declaring the
dividend.

**22.5****Manner
of Paying Dividend**

A
resolution declaring a dividend may direct payment of the dividend wholly or
partly by the distribution of specific assets or offully
paid shares or of bonds, debentures or other securities of the Company, or in
any one or more of those ways.

**22.6****Settlement
of Difficulties**

If any
difficulty arises in regard toa
distribution under Article 22.5, the directors may settle the difficulty as they
deem advisable, and, in particular, may:

(1)set the
value for distribution of specific assets;

(2)determine
that cash payments in substitution for all or any part of the specific assets to
which any shareholders are entitled may be made to any shareholders on the basis
of the value so fixed in order to adjust the rights of all parties; and

(3)vest any
such specific assets in trustees for the persons entitled to the
dividend.

***Page
- 76***

**22.7****W****hen
Dividend Payable**

Any
dividend may be made payable on such date as is fixed by the
directors.

**22.8****Dividends
to be Paid in Accordance with Number of Shares**

All
dividends on shares of any class or series of shares must be declared and paid
according to the number of such shares held.

**22.9****Receipt
by Joint Shareholders**

If
several persons are joint shareholders of any share, any one of them may give an
effective receipt for any dividend, bonus or other money payable in respect of
the share.

**22.10**
    **Dividend
      Bears No Interest**

No
dividend bears interest against the Company.

**22.1****1**
    **Fractional
      Dividends**

If a
dividend to which a shareholder is entitled includes a fraction of the smallest
monetary unit of the currency of the dividend, that fraction may be disregarded
in making payment of the dividend and that payment represents full payment of
the dividend.

**22.1****2**
    **Payment
      of Dividends**

Any
dividend or other distribution payable in cash in respect of shares may be paid
by cheque, made payable to the order of the person to whom it is sent, and
mailed to the address of the shareholder, or in the case of joint shareholders,
to the address of the joint shareholder who is first named on the central
securities register, or to the person and to the address the shareholder or
joint shareholders may direct in writing. The mailing of such cheque will, to
the extent of the sum represented bythe
cheque (plus the amount of the tax required by law to be deducted), discharge
all liability for the dividend unless such cheque is not paid on presentation or
the amount of tax so deducted is not paid to the appropriate taxing
authority.

**22.1****3**
    **Capitalization
      of Surplus**

Notwithstanding
anything contained in these Articles, the directors may from time to time
capitalize any surplus of the Company and may from time to time
issue, as
fully paid, shares or any bonds, debentures or other securities of the Company
as a dividend representing the surplus or any part of the surplus.

**2****3.****Documents,
Records and Reports**

**23.1****Recording
of Financial Affairs**

Thedirectors
must cause adequate accounting records to be kept to record properly the
financial affairs and condition of the Company and to comply with the*Business
Corporations Act*.

**2****3.2****Inspection
of Accounting Records**

Unless
the directors determine otherwise, or unless otherwise determined by ordinary
resolution, no shareholder of the Companyis
entitled to inspect or obtain a copy of any accounting records of the
Company.

***Page
- 77***

**2****4.****Notices**

**2****4.1****Method
of Giving Notice**

Unless
the*Business
Corporations Act*or these
Articles provides otherwise, a notice, statement, report or other record
required or permitted by the*Business
Corporations Act*or these
Articles to be sent by or to a person may be sent by any one of the following
methods:

(1)mail
addressed to the person at the applicable address for that person as
follows:

(a)for a
record mailed to a shareholder,the
shareholder’s registered address;

(b)for a
record mailed to a director or officer, the prescribed address for mailing shown
for the director or officer in the records kept by the Company or the mailing
address provided by the recipient for the sending of that record or records of
that class;

(c)in any
other case, the mailing address of the intended recipient;

(2)delivery
at the applicable address for that person as follows, addressed to the
person:

(a)for a
recorddelivered
to a shareholder, the shareholder’s registered address;

(b)for a
record delivered to a director or officer, the prescribed address for delivery
shown for the director or officer in the records kept by the Company or the
delivery address provided by the recipient for the sending of that record or
records of that class;

(c)in any
other case, the delivery address of the intended recipient;

(3)sending
the record by fax to the fax number provided by theintended
recipient for the sending of that record or records of that class;

(4)sending
the record by email to the email address provided by the intended recipient for
the sending of that record or records of that class;

(5)physical
delivery to the intended recipient; and

(6)delivery
in such other manner as may be approved by the directors and reasonably
evidenced.

**24.2****Deemed
Receipt of Mailing**

A record
that is mailed to a person by ordinary mail to the applicable address for that
person referred to inArticle
24.1 is deemed to be received by the person to whom it was mailed on the day,
Saturdays, Sundays and holidays excepted, following the date of
mailing.

**24.3****Certificate
of Sending**

A
certificate signed by the secretary, if any,
or other officer of the Company or of any other corporation acting in that
behalf for the Company stating that a notice, statement, report or other record
was addressed as required by Article 24.1, prepaid and mailed or otherwise sent
as permitted by Article 24.1 is conclusive evidence of that fact.

**24.4****Notice
to Joint Shareholders**

A notice,
statement, report or other record may be provided by the Company to the joint
shareholders of a share by providing the notice to the joint shareholder first
named in the central securities register in respect of the share.

***Page
- 78***

**24.5****Notice
to Trustees**

A notice,
statement, report or other record may be provided by the Company to the persons
entitled to a share in consequence of the death, bankruptcy or incapacity of a
shareholder by:

(1)mailing
the record, addressed to them:

(a)by name,
by the title of the legal personal representative of the deceased or
incapacitated shareholder, by the title of trustee of the bankrupt shareholder
or by any similar description; and

(b)at the
address, if any, supplied to the Company for that purpose by the persons
claiming to be so entitled; or

(2)if an
address referred to in paragraph (1)(b) has not been supplied to the Company, by
giving the notice in a manner in which it might have been given if the death,
bankruptcy or incapacity had not occurred.

**2****5.****Seal**

**25.1****Who
May Attest Seal**

Except as
provided in Articles 25.2 and 25.3,the
Company’s seal, if any, must not be impressed on any record except when that
impression is attested by the signatures of:

(1)any two
directors;

(2)any
officer, together with any director;

(3)if the
Company only has one director, that director; or

(4)any one
or more directors or officers or persons as may be determined by the
directors.

**25.2****Sealing
Copies**

For the
purpose of certifying under seala
certificate of incumbency of the directors or officers of the Company or a true
copy of any resolution or other document, despite Article 25.1, the impression
of the seal may be attested by the signature of any director or
officer.

**25.3****Mechanical
Reproduction of Seal**

The
directors may authorize the seal to beimpressed
by third parties on share certificates or bonds, debentures or other securities
of the Company as they may determine appropriate from time to time. To enable
the seal to be impressed on any share certificates or bonds, debentures or other
securities of the Company, whether in definitive or interim form, on which
facsimiles of any of the signatures of the directors or officers of the Company
are, in accordance with the*Business
Corporations Act*or these
Articles, printed or otherwise mechanically reproduced, there may be delivered
to the person employed to engrave, lithograph or print such definitive or
interim share certificates or bonds, debentures or other securities one or more
unmounted dies reproducing the seal and the chair of the board or any senior
officer together with the secretary, treasurer, secretary-treasurer, an
assistant secretary, an assistant treasurer or an assistant secretary-treasurer
may in writing authorize such person to cause the seal to be impressed on such
definitive or interim share certificates or bonds, debentures or other
securities by the use of such dies. Share certificates or bonds, debentures or
other securities to which the seal has been so impressed are for all purposes
deemed to be under and to bear the seal impressed on them.

**26.****Mechanical
Reproductions of Signatures**

**26.1****Instruments
may be Mechanically Signed**

The
signature of any officer, director, registrar, branch registrar, transfer agent
or branch transfer agent of the Company, unless otherwise required by the*Business
Corporations Act*or by
these Articles, may, if authorized by the directors, be printed, lithographed,
engraved or otherwise mechanically reproduced upon all instruments executed or
issued by the Company or any officer thereof; and any instrument on which the
signature of any such person is so reproduced shall be deemed to have been
manually signed by such person whose signature is so reproduced and shall be as
valid to all intents and purposes as if such instrument had been signed
manually, and notwithstanding that the person whose signature is so reproduced
may have ceased to hold the office that he is stated on such instrument to hold
at the date or issue of such instrument.

***Page
- 79***

**26.2****Definitions
of Instruments**

The term
"instrument" as used in Article 26.1 shall include deeds, mortgages, hypothecs,
charges, conveyances, transfers and assignments of property, real or personal,
agreements, releases, receipts and discharges for the payment of money or other
obligations, shares and share warrants of the Company, bonds, debentures and
other debt obligations of the Company, and all paper writings.

**27.****Prohibitions**

**27****.1****Definitions**

In
thisArticle
27:

(1)“designated
security” means:

(a)a voting
security of the Company;

(b)a
security of the Company that is not a debt security and that carries a residual
right to participate in the earnings of the Company or, on the liquidation or
winding up of the Company, in its assets; or

(c)a
security of the Company convertible, directly or indirectly, into a security
described in paragraph (a) or (b);

(2)“security”
has the meaning assigned in the*Securities
Act*(British
Columbia);

(3)“voting
security” means a security of the Company that:

(a)is not a
debt security, and

(b)carries a
voting right either under all circumstances or under some circumstances that
have occurred and are continuing.

**27.2****Application**

Article
27.3 does
not apply to the Company if and for so long as it is a:

(1)public
company; or

(2)
    a
      pre-existing reporting company which has the Statutory Reporting Company
      Provisions as part of its Articles or to which the Statutory Reporting
      Company Provisions apply.

**27.3****Consent
Required for Transfer of Shares or Designated Securities**

Noshare or
designated security may be sold, transferred or otherwise disposed of without
the consent of the directors and the directors are not required to give any
reason for refusing to consent to any such sale, transfer or other
disposition.


***Page
- 80***




**The
      foregoing constitute the Articles of the Company**
    **Date
      of signing**Jed
      Hops, Incorporator
 
  ***Page
- 81***
  
 
 
 **Exhibit
99.1**
 
 
 
  ***Page
- 82***
  **CTT
INTERNATIONAL DISTRIBUTORS INC** **.**
 
 **Code
of Ethics**
 
 **Overview**
  CTT has
adopted a code of ethics (the “ **Code** ”) that
is applicable to every officer, director, employee and consultant of the company
and its affiliates (collectively the “ **Employee** ” or
“ **Employees** ”). The
Code reaffirms the high standards of business conduct required of all Employees.
The Code is part of CTT’s continuing efforts to (1) ensure that it complies with
all applicable laws, (2) have an effective program in place to prevent and
detect violations of law, and (3) educate and train its Employees to be aware
and understand ethical business practices. In most circumstances, the Code sets
standards that are higher than the law requires.
   CTT has
also adopted eight corporate values: Focus, Respect, Excellence, Accountability,
Teamwork, Integrity, Open Communications and Positive Attitude. See Schedule “A”
for a statement on each value. The values have been adopted to provide a
framework for all Employees in conducting themselves in their jobs. These values
are not intended to substitute for the Code, but will serve as guidelines in
helping the Employees to conduct CTT’s business in accordance with the Code.
   The Code
is not intended to cover every possible situation in which an Employee may find
himself or herself. It is meant to give each Employee the boundaries within
which CTT expects each Employee to conduct himself or herself while representing
CTT. An Employee may find himself or herself in a situation where there is no
clear guidance given by the Code. If that occurs, return to the objective stated
below: common sense, good judgment, high ethical standards and integrity, and
refer to CTT ‘s values. In addition, there are many resources upon which an
Employee may rely, including the President and other CTT officers and
management. Together all Employees can continue to make CTT a company that sets
a standard for fashion service companies.
   **Objective**
   One of
CTT’s objectives is to conduct all business operations in the utmost ethical
manner utilizing common sense, good judgment, high ethical standards and
integrity. CTT cares about its Employees, shareholders, clients, suppliers, and
the communities in which it conducts its business operations. In the course of
meeting its business objectives, CTT considers it essential that all Employees
understand and comply with the Code and therefore share and participate in CTT’s
way of conducting business.
   **Standard
of Conduct**
   CTT
insists that all aspects of its business operations are conducted with honesty,
integrity and fairness, and with respect for the interests of those affected by
its business and activities. CTT also expects the same in its relationships with
all those with whom it does business.
   Each
Employee must maintain and foster integrity and honesty in all dealings with
clients and all business transactions. Each Employee must commit to act
according to the highest ethical standards and is expected to apply ethical
business practices in administrative and financial aspects of the business
operations of CTT.
  ***Page
- 83***
  No code
of conduct can hope to lay down appropriate behavior for every situation, nor
should it seek to do so. Each Employee is required to make a careful and
considered judgment of what is right and proper in any particular
situation.
   It is the
obligation of every Employee in conducting the business operations of CTT to be
responsible, honest, trustworthy, conscientious, and dedicated to the highest
standards of ethical business practices. Accordingly, all Employees are required
to avoid not only impropriety, but also the appearance of impropriety in
conducting the business operations of CTT.
   **Obeying
the Law**
   All
Employees of CTT are required to comply with (1) the letter and the spirit of
laws and regulations of the countries in which CTT conducts business operations,
(2) the accepted business practices in commercial markets, and (3) any
contractual terms and conditions applicable to any business
transaction.
   It is
expected that each Employee will use common sense, good judgment, high ethical
standards and integrity in all the Employee’s business dealings.
   Each
Employee must commit to know and abide by all applicable laws and regulations.
Employees are expected to be familiar with the Code as it applies to their
duties. Each Employee is required to follow and to comply with the Code. A
refusal by any Employee to agree to be bound by the Code will be grounds for
discipline up to and including dismissal.
   A breach
of any law, regulation or ethical standard by any Employee will not be justified
by the pursuit of profit or the departure from acceptable practice by
competitors.
   **Enforcement
of Code**
   The Code
will be enforced at all levels fairly and without prejudice. Any breach of any
standard of the Code may result in disciplinary action, up to and including
termination.
   Amit
Sankhala, CTT’s chief executive officer, has been appointed as Compliance
Officer of CTT, responsible for overseeing compliance with, and enforcement of,
the Code. If an Employee encounters a situation that the Employee is not able to
resolve by reference to the Code, the Employee should ask for help from the
Compliance Officer if they need assistance in understanding or interpreting any
part of the Code.
   Any
Employee who, in good faith, has reason to believe any operation or activity of
CTT is in violation of the law or of the Code must call the matter to the
attention of the Compliance Officer. See Schedule “B” for a non-exhaustive list
of reportable violations.
   All
reports will be reviewed and investigated and as necessary under the
circumstances, and the reporting Employee should provide sufficient information
to enable a complete investigation to be undertaken.
   Any
Employee who makes an allegation in good faith reasonably believing that a
person has violated the law or the Code will be protected against
retaliation.
   ***Page
- 84***
   Violations
of the law or the Code will subject Employees to disciplinary action, up to and
including termination of employment. In addition, Employees involved may subject
themselves and CTT to severe penalties, including fines and possible
imprisonment. Compliance with the law and high ethical standards in the conduct
of CTT’s business should be a top priority for each Employee.
   **Insider
Trading, Securities Compliance and Public Statements**
   Securities
laws prohibit anyone who is in possession of material, non-public information
(“ **Insider
Information** ”) about
a company from purchasing or selling stock of that company, or communicating the
information to others. Information is considered “ **material** ” if a
reasonable investor would consider it to be important in making a decision to
buy or sell that stock. Some examples include financial results and projections,
new products, acquisitions, major new contracts or alliances prior to the time
that they are publicly announced. Employees who become aware of such Inside
Information about CTT must refrain from trading in the shares of CTT until the
Inside Information is publicly announced.
   Employees
must also refrain from disclosing the insider Information to persons who do not
have a need to know, whether they are inside CTT or outside, such as spouses,
relatives or friends.
   CTT makes
regular formal disclosures of its financial performance and results of
operations to the investment community. CTT also regularly issues press
releases. Other than those public statements, which go through official
channels, Employees are prohibited from communicating outside CTT about CTT’s
business, financial performance or future prospects. Such communications include
questions from securities analysts, reporters or other news media, but also
include seemingly innocent discussions with family, friends, neighbors or
acquaintances.
   **Financial
Reporting**
   CTT is
required to maintain a variety of records for purposes of reporting to the
government. CTT requires all Employees to maintain full compliance with
applicable laws and regulations requiring that its books of account and records
be accurately maintained. Specifics of these requirements are available from the
Compliance Officer.
   **Accuracy
of Records**
   CTT’s
accounting records and supporting documents must accurately describe and reflect
the nature and result of CTT’s business operations. All activities and results
of CTT’s business operations must be presented in a fair and balanced manner.
  All
business transactions must be properly authorized as well as completely and
accurately recorded on CTT ’s books.
Procedures for doing so must comply with CTT ’s
financial policy and follow CTT ’s policy
for authorization and documentation, as well as follow generally accepted
accounting practices. Budget proposals and other financial evaluations and
forecasts must fairly represent all information relevant to the business
transaction. In addition, no unrecorded cash funds or other asset accounts will
be established or maintained for any purpose. Misapplication or improper use of
corporate or property or false entry to records by any Employee or by others
must be reported to CTT’s
Board of Directors .
  ***Page
- 85***
 ****
 **Record
Keeping and Retention**
  To help
maintain the integrity of CTT’s record-keeping and reporting systems, each
Employee must know his or her area’s records retention procedures, including how
data is stored and retrieved. It is that person’s responsibility to know how to
document and transact any entries or records that he or she is responsible for.
All Employees are expected to comply fully and accurately with all audits,
including responding in a timely fashion to requests for records or other
material from or on behalf of CTT’s auditors or management.
  **Communicating
Accurate and Timely Information**
  In all
interactions and communications, whether with shareholders, the public, clients,
government agencies, or others inside or outside of CTT, each Employee is
expected to be truthful and forthright. This includes making accurate
statements, not misrepresentations or statements intended to mislead or
misinform; and responding promptly, accurately, and with full disclosure to
requests from governmental agencies for information or documents.
  **Confidentiality**
   Employees
must respect the confidentiality of information received in the course of
business dealings and must never use such information for personal gain.
Information given by Employees in the course of business dealings must be true
and fair and never designed to mislead.
   Confidential
information can only be revealed upon written authorization of
management.
   Employees
must not use or disclose CTT’s trade secrets, proprietary, or confidential
information, or any other confidential information gained in the performance of
CTT as a means of making private profit, gain or benefit.
  Employees
must not use Internet bulletin boards or chat rooms to discuss matters or
opinions related to CTT or any of its industries, or to respond to comments
about CTT. In today’s electronic age, posting information on Internet bulletin
boards or even communicating in chat rooms is the same as “speaking to the
media”.
  **Health
and Safety**
   CTT is
committed to protecting the health and safety of its Employees. CTT expects
employees to obey all laws and regulations designed to protect the health and
safety of all employees, and to obtain and fully observe all permits necessary
to do business. At the very least, all Employees should be familiar with and
comply with safety regulations applicable to their work areas. CTT will make, to
the extent possible, reasonable accommodations for the known physical or mental
limitations of its Employees. Employees who require an accommodation should
contact the Compliance Officer. CTT will then engage in an interactive process
to determine what reasonable accommodations may exist.
   ***Page
- 86***
   **Declaration
of Interest**
   Each
Employee is expected to avoid any activity, investment or association that
interferes with the independent exercise of his or her judgment in CTT’s best
interests (“ **Conflicts
of Interest** ”).
Conflicts of Interest can arise in many situations and occur most often in cases
where the Employee or the Employee’s family obtains some personal benefit at the
expense of CTT’s best interests.
   No
Employee, or any member of Employee’s immediate family, is allowed to accept
money, gifts of other than nominal value, unusual entertainment, loans, or any
other preferential treatment from any customer or supplier of CTT where any
obligation may be incurred or implied on the giver or the receiver or where the
intent is to prejudice the recipient in favor of the provider. Likewise, no
Employee is allowed to give money, gifts of other than nominal value, unusual
entertainment or preferential treatment to any customer or supplier of CTT, or
any employee or family members thereof, where any obligation might be incurred
or implied, or where the intent is to prejudice the recipient in favor of CTT.
No Employee is allowed to solicit or accept kickbacks, whether in the form of
money, goods, services or otherwise, as a means of influencing or rewarding any
decision or action taken by a foreign or domestic vendor, customer, business
partner, government employee or other person whose position may affect CTT’s
business.
   No
Employee will use CTT’s property, services, equipment or business for personal
gain or benefit.
   Each
Employee is required to reveal any personal interest that may impinge or might
reasonably be deemed by others to impinge on the Employee’s business dealings
with any industry partners of CTT.
   Employees
may not: (1) act on behalf of, or own a substantial interest in, any company or
firm that does business, or competes, with CTT; (2) conduct business on behalf
of CTT with any company or firm in which the Employee or a family member has a
substantial interest or affiliation. Exceptions require advance written approval
from CTT’s Board of Directors. ****
   Employees
should not create the appearance that they are personally benefiting in any
outside endeavor as a result of their employment by CTT, or that CTT is
benefiting by reason of their outside interests. Any Employee who is not sure
whether a proposed action would present a conflict of interest or appear
unethical should consult with the Compliance Officer.
   CTT
expects its Employees to avoid (1) personal activities and financial interests
that could conflict with their responsibilities and obligations and (2) giving
assistance to competitors, which could be in conflict with the interests of CTT
or its clients. All Employees are required to seek the consent of CTT management
if they intend to become partners or shareholders in companies outside CTT’s
corporate structure.
   **Fair
Competition**
   CTT’s
policy is to comply fully with competition and antitrust laws throughout the
world. CTT is committed to vigorous yet fair competition and supports the
development of appropriate competition laws. Each Employee must avoid any
business arrangement that might prevent the effective operation of fair
competition. It is advised that each Employee consult with the Compliance
Officer before attending a meeting with a party who may be viewed as a
competitor.
  ***Page
- 87***
  **International
Trade**
   CTT must
comply with a variety of laws around the world regarding its activities. In some
cases, the law prohibits the disclosure of information, whether the disclosure
occurs within the U.S. or elsewhere, and whether or not the disclosure is in
writing.
   U.S. law
and the Code prohibits giving, offering, or promising anything of value to any
public official in the U.S. or any foreign country to influence any official
act, or to cause an official to commit or omit any act in violation of his or
her lawful duty. The Foreign Corrupt Practices Act precludes payments to
non-U.S. government officials for the purpose of obtaining or retaining
business, even if the payment is customary in that country. This law applies
anywhere in the world to U.S. citizens, nationals, residents, businesses or
employees of U.S. businesses. Because CTT is a U.S. company, this law applies to
CTT and all of its subsidiaries. Any questions on this policy should be directed
to the Compliance Officer.
   **Government
Relations**
   CTT is
prohibited by law from making any contributions or expenditures in connection
with any U.S. national election. This includes virtually any activity that
furnishes something of value to an election campaign for a federal office. Use
of CTT’s name in supporting any political position or ballot measure, or in
seeking the assistance of any elected representative, requires the specific
approval of the President of CTT. Political contributions or expenditures are
not to be made out of CTT’s funds in any foreign country, even if permitted by
local law, without the consent of the President of CTT.
   **Vendors,
Contractors, Consultants and Temporary Workers**
   Vendors,
contractors, consultants or temporary workers who are acting on CTT’s behalf, or
are on CTT’s property, are expected to follow the law, the Code, and honor CTT’s
values. Violations will subject the person or firm to sanctions up to and
including loss of the contract, the contracting or consulting agreement, or the
discharge from temporary assignment.
   **Compliance
with the Code**
   It is the
responsibility of CTT’s Board of Directors to ensure that the standards embodied
in the Code are communicated to, understood and observed by all Employees. CTT’s
Board of Directors will not criticize management for any loss of business
resulting from adherence to the Code. Equally, CTT’s Board of Directors
undertakes that no Employee will suffer as a consequence of bringing to their
attention, or that of senior management, a breach or suspected breach of the
Code.
   The
standards set out in the Code directly reflect CTT’s high ethical standards. CTT
expects and requires each and every Employee, as a representative of CTT, to
fulfill CTT’s ethical commitment in a way that is visible to the outside world
with which CTT conducts its business operations.
   Each
Employee is responsible for complying with the standards set out in the Code and
must ensure that their personal conduct is above reproach.
   ***Page
- 88***
   Each
Employee has an obligation to assure that the conduct of others around him or
her complies with the Code.
   All
Employees have a legal, moral, and ethical duty to report to CTT’s Board of
Directors and the appropriate authorities any known or suspected violations of
law, regulations or corporate policy, including the Code.
   Breaches
of law, regulations and the standards of conduct listed above may lead to
serious consequences for the Employee concerned.
   **Annual
Acknowledgement**
  Each
Employee will be required to sign a statement annually that he or she has read
and understands CTT’s Code of Ethics. This statement will also require that the
Employee state that he or she is in full compliance with the Code. The form of
statement is attached as Schedule “C”.
 
  ***Page
- 89***
  **Schedule
“A”**
  **VALUES**
   ***FOCUS:*** We exist
only because we are in the e-commerce business.
  ***RESPECT:*** We value
all people, treating them with dignity at all times.
  ***EXCELLENCE:*** We
strive for “Best in Class” in everything we do.
  ***ACCOUNTABILITY:*** We do
what we say we will do and expect the same from others.
  ***TEAMWORK:*** We
believe that cooperative action produces superior results.
  ***INTEGRITY:*** We are
honest with each other, our customers, our partners, our shareholders and
ourselves
  ***OPEN
COMMUNICATION:*** We share
information, ask for feedback, acknowledge good work, and encourage diverse
ideas.
  ***POSITIVE
ATTITUDE:*** We work
hard, are rewarded for it, and maintain a positive attitude with a good sense of
perspective, humor and enthusiasm.
   ***Page
- 90***
  **Schedule
“B”**
  **Reportable
Violations - Anonymous Reporting Program**
  Accounting
Error
 Accounting
Omissions
 Accounting
Misrepresentations
 Auditing
Matters
 Compliance/Regulation
Violations
 Corporate
Scandal
 Domestic
Violence
 Discrimination
 Embezzlement
 Environmental
Damage
 Ethics
Violation
 Fraud
 Harassment
 Industrial
Accidents
 Misconduct
 Mistreatment
 Poor
Customer Service
 Poor
Housekeeping
 Sabotage
 Securities
Violation
 Sexual
Harassment
 Substance
Abuse
 Theft
 Threat of
Violence
 Unfair
Labor Practice
 Unsafe
Working Conditions
 Vandalism
 Waste
 Waste of
Time and Resources
 Workplace
Violence
   ***Page
- 91***
  **Schedule
“C”**
 
 **Acknowledgement
and Certification Statement**
 
 
 I
acknowledge and certify that I have read and understand the information set
forth in the Code of Ethics of CTT International Distributors Inc. and will
comply with these principles in my daily work activities. I am not aware of any
violation of the standards of CTT’s Code of Ethics.
 
 
 Date:
 
 
 Name
(print):
 
 
 Position:
 
 
 Address:
 
  *Signature:*
  ***Page
- 92***
  
 
 
 **Exhibit
99.2**
 
 
   ***Page
- 93***
  **CTT
INTERNATIONAL DISTRIBUTORS INC** **.**
   **AUDIT
COMMITTEE CHARTER**
   **Committee
Role**
   The
committee’s role is to act on behalf of the Board of Directors and oversee all
material aspects of CTT’s reporting, control, and audit functions, except those
specifically related to the responsibilities of another standing committee of
the Board of Directors. The audit committee’s role includes a particular focus
on the qualitative aspects of financial reporting to shareholders and on CTT’s
processes for the management of business/financial risk and for compliance with
significant applicable legal, ethical, and regulatory requirements.
   In
addition, the committee responsible for: (1) selection and oversight of CTT’s
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by CTT’s employees of concerns regarding accounting and auditing matters; (4)
establishing internal financial controls; (5) engaging outside advisors; and,
(6) funding for the outside auditor and any outside advisors engagement by the
audit committee.
  The role
also includes coordination with other board committees and maintenance of
strong, positive working relationships with management, external and internal
auditors, counsel, and other committee advisors.
 
 
 **Committee
Membership**
 
 The
committee will consist of the entire Board of Directors. The committee will have
access to its own counsel and other advisors at the committee’s sole
discretion.
 
 
 **Committee
Operating Principles**
 
 The
committee will fulfill its responsibilities within the context of the following
overriding principles:
 
 **1.**
    **Communications**-
      The chairperson and others on the committee will, to the extent
      appropriate, have contact throughout the year with senior management,
      other committee chairpersons, and other key committee advisors, external
      and internal auditors, etc., as applicable, to strengthen the committee’s
      knowledge of relevant current and prospective business
    issues.
 
 **2.**
    **Committee
      Education/Orientation**-
      The committee, with management, will develop and participate in a process
      for review of important financial and operating topics that present
      potential significant risk to CTT. Additionally, individual committee
      members are encouraged to participate in relevant and appropriate
      self-study education to assure understanding of the business and
      environment in which CTT operates.
 
 
 ***Page
- 94***
 
 
 
 **3.**
    **Annual
      Plan**-
      The committee, with input from management and other key committee
      advisors, will develop an annual plan responsive to the “primary committee
      responsibilities” detailed herein. The annual plan will be reviewed and
      approved by the Board of Directors.
 
 **4.**
    **Meeting
      Agenda**-
      Committee meeting agendas will be the responsibility of the committee
      chairperson, with input from committee members. It is expected that the
      chairperson would also ask for management and key committee advisors, and
      perhaps others, to participate in this
process.
 
 **5.**
    **Committee
      Expectations and Information Needs**-
      The committee will communicate committee expectations and the nature,
      timing, and extent of committee information needs to management, internal
      audit, and external parties, including external auditors. Written
      materials, including key performance indicators and measures related to
      key business and financial risks will be received from management,
      auditors, and others at least one week in advance of meeting dates.
      Meeting conduct will assume members of the Board of Directors have
      reviewed written materials in sufficient depth to participate in
      committee/board dialogue.
 
 **6.**
    **External
      Resources**-The committee will be authorized to access internal and external
      resources, as the committee requires, to carry out its
      responsibilities.
 
 **7.**
    **Committee
      Meeting Attendees**-
      The committee will request members of management, counsel, internal audit,
      and external auditors, as applicable, to participate in committee
      meetings, as necessary, to carry out the committee responsibilities.
      Periodically and at least annually, the committee will meet in private
      session with only the committee members. It will be understood that either
      internal or external auditors, or counsel, may, at any time, request a
      meeting with the audit committee or committee chairperson with or without
      management attendance. In any case, the committee will meet in executive
      session separately with internal and external auditors, at least
      annually.
 
 **8.**
    **Reporting
      to the Board of Directors**-
      The committee, through the committee chairperson, will report
      periodically, as deemed necessary, but at least semi-annually, to the
      Board of Directors. In addition, summarized minutes from committee
      meetings, separately identifying monitoring activities from approvals,
      will be available to each board member at least one week prior to the
      subsequent Board of Directors’ meeting.
 
 **9.**
    **Committee
      Self Assessment**-
      The committee will review, discuss, and assess its own performance as well
      as the committee role and responsibilities, seeking input from senior
      management, the Board of Directors, and others. Changes in role and/or
      responsibilities, if any, will be recommended to the Board of Directors
      for approval.
 
 
 **Meeting
Frequency**
 
 The
committee will meet at least three times quarterly. Additional meetings will be
scheduled as considered necessary by the committee or chairperson.
 
 
 **Reporting
to Shareholders**
 
 The
committee will make available to shareholders a summary report on the scope of
its activities. This may be identical to the report that appears in CTT’s annual
report.
 
  ***Page
- 95***
  
 **Committee’s
Relationship with External and Internal Auditors**
 
 1.
    The
      external auditors, in their capacity as independent public accountants,
      will be responsible to the Board of Directors and the audit committee as
      representatives of the shareholders.
 
 2.
    As
      the external auditors review financial reports, they will be reporting to
      the audit committee. They will report all relevant issues to the committee
      responsive to agreed-on committee expectations. In executing its oversight
      role, the Board of Directors or committee should review the work of
      external auditors.
 
 3.
    The
      committee will annually review the performance (effectiveness,
      objectivity, and independence) of the external and internal auditors. The
      committee will ensure receipt of a formal written statement from the
      external auditors consistent with standards set by the Independent
      Standards Board and the Securities and Exchange Commission. Additionally,
      the committee will discuss with the auditor relationships or services that
      may affect auditor objectivity or independence. If the committee is not
      satisfied with the auditors’ assurances of independence, it will take or
      recommend to the Board of Directors appropriate action to ensure the
      independence of the external auditor.
 
 4.
    The
      internal audit function will be responsible to the Board of Directors
      through the committee.
 
 5.
    If
      either the internal or the external auditors identify significant issues
      relative to the overall board responsibility that have been communicated
      to management but, in their judgment, have not been adequately addressed,
      they should communicate these issues to the committee
      chairperson.
 
 **6.**
    Changes
      in the directors of internal audit or corporate compliance will be subject
      to committee approval*.*
 
 
 **Primary
Committee Responsibilities**
 **Monitor
Financial Reporting and Risk Control Related Matters**
 
 The
committee should review and assess:
 
 **1.**
    **Risk
      Management**-
      CTT’s business risk management process, including the adequacy of CTT’s
      overall control environment and controls in selected areas representing
      significant financial and business risk.
 
 **2.**
    **Annual
      Reports and Other Major Regulatory Filings**-
      All major financial reports in advance of filings or
      distribution.
 
 **3.**
    **Internal
      Controls and Regulatory Compliance**-
      CTT’s system of internal controls for detecting accounting and reporting
      financial errors, fraud and defalcations, legal violations, and
      noncompliance with the corporate code of
conduct.
 
 **4.**
    **Internal
      Audit Responsibilities**-
      The annual audit plan and the process used to develop the plan. Status of
      activities, significant findings, recommendations, and management’s
      response.
 
 
 ***Page
- 96***
 
 
 
 **5.**
    **Regulatory
      Examinations**-
      Securities and Exchange Commission inquiries and the results of
      examinations by other regulatory authorities in terms of important
      findings, recommendations, and management’s
response.
 
 **6.**
    **External
      Audit Responsibilities**-
      Auditor independence and the overall scope and focus of the annual/interim
      audit, including the scope and level of involvement with unaudited
      quarterly or other interim-period
information.
 
 **7.**
    **Financial
      Reporting and Controls**-
      Key financial statement issues and risks, their impact or potential effect
      on reported financial information, the processes used by management to
      address such matters, related auditor views, and the basis for audit
      conclusions. Important conclusions on interim and/or year-end audit work
      in advance of the public release of
financials.
 
 **8.**
    **Auditor
      Recommendations**-
      Important internal and external auditor recommendations on financial
      reporting, controls, other matters, and management’s response. The views
      of management and auditors on the overall quality of annual and interim
      financial reporting.
 
 
 The
committee should review, assess, and approve:
  1.
    the
      code of ethical conduct,
  2.
    changes
      in important accounting principles and the application thereof in both
      interim and annual financial reports,
  3.
    significant
      conflicts of interest and related-party
transactions,
  4.
    external
      auditor performance and changes in external audit firm (subject to
      ratification by the Board of Directors),
  5.
    internal
      auditor performance and changes in internal audit leadership and/or key
      financial management,
  6.
    procedures
      for whistle blowers,
  7.
    pre-approve
      allowable services to be provided by the auditor,
and
  8.
    retention
      of complaints.
  ***Page
- 97***
  
 
 
 **Exhibit
99.3**
 
 
 
 ***Page
- 98***
 
 **CTT
INTERNATIONAL DISTRIBUTORS INC.**
   **DISCLOSURE
COMMITTEE CHARTER**
   **Disclosure
Policy**
   All
financial disclosures made by CTT to its security holders or the investment
community should (i) be accurate, complete and timely, (ii) present fairly, in
all material respects, CTT’s financial condition, results of operations and cash
flows, and (iii) meet any other legal, regulatory or stock exchange
requirements.
   **Committee
Purpose**
   CTT’s
Disclosure Committee (the “ **Committee** ”) will
assist CTT’s officers and directors (collectively, the “ **Senior
Officers** ”)
fulfilling CTT’s and their responsibilities regarding (i) the identification and
disclosure of material information about CTT and (ii) the accuracy, completeness
and timeliness of CTT’s financial reports.
   **Responsibilities**
  Subject
to the supervision and oversight of Senior Officers, the Committee will be
responsible for the following tasks:
 
 ·
    Review
      and, as necessary, help revise CTT’s controls and other procedures
      (“**Disclosure
      Controls and Procedures**”)
      to ensure that (i) information required by CTT to be disclosed to the
      Securities and Exchange Commission (the “**SEC**”),
      and other written information that CTT will disclose to the public is
      recorded, processed, summarized and reported accurately and on a timely
      basis, and (ii) such information is accumulated and communicated to
      management, including the Senior Officers, as appropriate to allow timely
      decisions regarding required disclosure.
 
 ·
    Assist
      in documenting, and monitoring the integrity and evaluating the
      effectiveness of, the Disclosure Controls and
  Procedures.
 
 ·
    Review
      CTT’s (i) annual report on Form 10-KSB, quarterly reports on Form 10-QSB,
      and current reports on Form 8-K, proxy statements, material registration
      statements, and any other information filed with the SEC (collectively,
      the “**Reports**”),
      (ii) press releases containing financial information, earnings guidance,
      forward-looking statements, information about material transactions, or
      other information material to CTT’s shareholders, (iii) correspondence
      broadly disseminated to shareholders, and (iv) other relevant
      communications or presentations (collectively, the “**Disclosure
      Statements**”).
 
 **·**
    Discuss
      information relative to the Committee’s responsibilities and proceedings,
      including (i) the preparation of the Disclosure Statements and (ii) the
      evaluation of the effectiveness of the Disclosure Controls and
      Procedures.
 
 ***Page
- 99***
 
 
 **Other
Responsibilities**
  The
Committee will have such other responsibilities, consistent with the Committee’s
purpose, as any Senior Officer may assign to it from time to time.
  **Disclosure
Control Considerations**
 
 The
Committee will base the review and revision of the Disclosure Controls and
Procedures on the following factors:
 
 ·
    **Control
      Environment:****The
      directives of the Board of Directors and the Audit Committee; the
      integrity and ethical values of CTT’s officers and employees, including
      the “tone at the top”; CTT’s Code of Ethics; and the philosophy and
      operating style of management, including how employees are organized and
      how authority is delegated.
 
 ·
    **Risk
      Assessment:****The
      identification and analysis of relevant risks to achieving the goal of
      accurate and timely disclosure, forming a basis for determining how the
      risks should be managed.
 
 ·
    **Control
      Activities:****The
      procedures to ensure that necessary actions are taken to address and
      handle risks to achievement of objectives.
 
 ·
    **Information
      and Communication:****The
      accumulation, delivery and communication of financial information
      throughout (i.e., up, down and across) the
organization.
 
 ·
    **Monitoring:****The
      assessment of the quality of the financial reporting systems over time
      through ongoing monitoring and separate evaluations, including through
      regular management supervision and reporting of deficiencies
      upstream.
  **Organization**
   The
members of the Committee will be comprised of CTT’s officers and
directors.
   The
Committee may designate two or more individuals, at least one of whom will be
knowledgeable about financial reporting and another about law, who can, acting
together, review Disclosure Statements when time does not permit full Committee
review.
   The
Senior Officers at their option may, at any time and from time to time, assume
any or all of the responsibilities of the Disclosure Committee identified in
this Charter, including, for example, approving Disclosure Statements when time
does not permit the full Committee (or the designated individuals) to meet or
act.
   **Chair**
   The Chief
Financial Officer of CTT will act as the Chair of the Committee (unless and
until another member of the Committee will be so appointed by any Senior
Officer).
   ***Page
- 100***
   **Meetings
and Procedures**
   The
Committee will meet or act as frequently and as formally or informally as
circumstances dictate to (i) ensure the accuracy, completeness and timeliness of
the Disclosure Statements and (ii) evaluate the Disclosure Controls and
Procedures and determine whether any changes to the Disclosure Controls and
Procedures are necessary or advisable in connection with the preparation of the
Reports or other Disclosure Statements, taking into account developments since
the most recent evaluation, including material changes in CTT’s organization and
business objectives and any material change in economic or industry
conditions.
   The
Committee will adopt, whether formally or informally, such procedures as it
deems necessary to facilitate the fulfillment of its
responsibilities.
   **Full
Access**
   The
Committee will have full access to all of CTT’s books, records, assets,
facilities and personnel, including the internal auditors, in connection with
fulfilling its responsibilities.
   **Charter
Review**
   The
Committee will review and assess this Charter annually and recommend any
proposed changes to the Senior Officers for approval.
   **Interpretation**
   Any
questions of interpretation regarding this Charter, or the Committee’s
responsibilities or procedures, will be determined initially by the Chair and,
to the extent necessary, ultimately by the Senior Officers.
 ***Page
- 101***