**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**


**1** **st** **Amendment**








**[
                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
            98-6218467(State
                or other jurisdiction of incorporation or
                organization)
            (I.R.S.
              Employer Identification No.)Suite
                305 - South Tower, 5811 Cooney Road
              Richmond,
                British Columbia, Canada
            V6X
                3M1(Address
                of principal executive offices)
            (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 [  ]**




***Page1***





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 ]**





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 ]**





***Page2***


**CTT
      INTERNATIONAL DISTRIBUTORS INC.**





**Form
      10-KSB/A**


**1** **st** **Amendment**





**EXPLANATORY
      NOTE**




This
      Form 10-KSB/A - 1 st Amendment for the fiscal year ended December 31, 2004, which was originally
      filed on April 1, 2005 (the “ **Report** ”),
      is
      being filed to (1) revise Part II to correct the inadvertent omission of certain
      language from Item 8A - Controls and Procedures and (2) include new
      certifications pursuant to Item 601(b)(31) of Regulation S-B to correct the
      inadvertent omission of certain language provided in Exhibit 31. Each
      certification, as corrected by this amendment, was true and correct as of the
      date of the original filing of the applicable Report.





This
      amendment to the Report does not alter any part of the content of the Report,
      except for the changes and additional information provided in this amendment,
      and this amendment continues to speak as of the date of the Report. CTT has
      not
      updated the disclosures contained in this amendment to reflect any events that
      occurred at a date subsequent to the filing of the Report. The filing of this
      amendment is not a representation that any statements contained in the Report
      or
      this amendment are true or complete as of any date subsequent to the date of
      the
      Report. This amendment does not affect the information originally set forth
      in
      the Report, the remaining portions of which have not been amended. Accordingly,
      this Form 10-KSB/A should be read in conjunction with CTT’s filings made with
      the SEC subsequent to the filing of the original Form 10-KSB on April 1, 2005
      (SEC Accession No. 0001104540-05-000069).





**PART
      II**





**Item
      8A. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





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





**Changes
      in Internal Controls**





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





**PART
      III**





**Item
      13. Exhibits.**





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





**Exhibit**
            **Description**
            **Status****31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included








***Page3***


**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
      13, 2006**








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
                13, 2006








***Page4***










**Exhibit
      31**













***Page5***




**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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      March 13, 2006






*/s/
      Amit Sankhala*


Amit
      Sankhala


Chief
      Executive Officer




***Page6***




**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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      March 13, 2006




*/s/
      Amit Sankhala*


Amit
      Sankhala


Chief
      Financial Officer




***Page7***