UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 923, 2007

~~CTT~~SK3 ~~INTERNATIONAL~~GROUP, ~~DISTIBUTORS~~ INC.

(Exact name of registrant as specified in its charter)

Delaware	000-30919	98-6218467
(State or Other	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

Delaware 000-30919 98-6218467

(State or Other Jurisdiction (Commission File (I.R.S. Employer

of Incorporation) Number) Identification Number)

500 Mamaroneck Ave., Harrison, New York 10528

(Address of principal executive offices) (zip code)

(914) 777-2090

(Registrant's telephone number, including area code)

CTT INTERNATIONAL DISTRIBUTORS, INC.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 925, 2007, SK3 Group, Inc. (formerly CTT International Distributors Inc.) (the “Company”). Reliablecom Inc. (“Reliablecom”), ~~Sohel~~The ~~Distributors~~Phone Card Warehouse, Inc. (“~~SDI~~TPC”), ~~and~~Kaushika ~~Sohel Kapadia~~Patel, the sole shareholder of ~~SDI~~TPC (the “Seller”) and Pradip Patel (“Patel”), entered into a Stock Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, Reliablecom will acquire 100% of the issued and outstanding capital stock of ~~SDI~~TPC in exchange for (i) 85,000 shares of series A preferred stock of the Company (the “Purchase Shares”), and (ii) an earn-out of additional compensation for three years from the closing. The seller will receive 50% of the quarterly profits in excess of $37,500, together with 50% of the annual profits in excess of $150,000 plus the quarterly profit payments. The purchase price is subject to adjustment in the event the working capital of SDI is less than zero at closing. Each share of series A convertible preferred stock (the “Preferred Stock”), has a liquidation preference of $0.01 per share and will be convertible into 50 shares of the Company’s common stock, upon effectuation of an increase in the Company’s authorized shares of common stock to 100,000,000. The Preferred Stock votes together with the common stock and each share of Preferred Stock is entitled to 50 votes. :

Upon closing the Company, Reliablecom and the Seller will also enter into an Escrow and Lock-Up Agreement pursuant to which the Seller will place the Purchase Shares into escrow. The terms of such agreement include:

~~The~~30,000 ~~Seller~~shares ~~agrees~~of ~~not~~series toA ~~make~~preferred ~~any~~stock ~~transfer~~ of the ~~Purchase Shares for one year~~Company, ~~except~~which ~~with~~shares ~~consent~~shall ofnot ~~Reliablecom~~be ortransferable infor ~~connection~~a ~~with~~period anof ~~offer~~one ~~made~~year tofrom ~~all shareholders of the Company~~closing;

~~After~~30,000 ~~one~~shares of series A preferred stock of the Company to be held in escrow (the "Escrow Shares"). Of the Escrowed Shares, 10,000 shall be released to the Seller if TPC’s earnings before interest taxes, depreciation and amortization (“EBITDA”) for the first year after closing are at least $1,500,000, 10,000 shall be released to the Seller ~~will~~if ~~not~~TPC’s ~~sell~~EBITDA for the second year after closing are at least $1,600,000, ~~transfer~~and or10,000 ~~otherwise~~shall ~~dispose~~be ofreleased ~~more~~to ~~than~~the Seller if TPC’s EBITDA for the second year after closing are at least $2,000,000. In ~~Purchase~~the ~~Shares~~event orthat the first and second year targets are not met, but the total annual EBITDA for the first three years exceeds $5,100,000, ~~common~~all of the shares ofremaining in escrow would be released to the ~~Company~~Seller. Any ~~during~~Escrowed ~~any~~Shares ~~fiscal~~which ~~quarter~~are not released to the Seller as set forth above will be cancelled without consideration payable to the Seller;

In$7,000,000, ~~the~~of ~~event~~which ~~the~~$3,000,000 ~~Seller~~will ~~owns~~be ~~less~~paid ~~than~~upon ~~500~~closing and $4,000,000 ~~common~~(the ~~shares~~“Post-Closing ofCash”) ~~the~~will ~~Parent~~be ~~(or~~paid ~~Purchase~~as ~~Shares~~set ~~convertible~~forth ~~into~~below. The ~~less~~Post-Closing ~~than~~Cash ~~such~~will ~~number~~be subject to adjustment equal to the amount of ~~common~~accounts ~~shares)~~receivable outstanding as of closing, ~~the~~collected ~~Seller~~within ~~will~~45 ~~not~~days ~~sell~~from closing, ~~transfer~~plus inventory on hand, less accounts receivable or ~~otherwise~~inventory ~~dispose~~outstanding offor more than 5%45 ofdays. Such ~~his~~amounts ~~Purchase~~shall ~~Shares~~only orbe ~~common~~paid ~~shares~~to the Seller after all accounts payable outstanding as of the ~~Company~~Closing ~~during~~have ~~any~~been ~~fiscal~~paid; ~~quarter.~~and

The foregoing restrictions will terminate on the earlier of the termination of the Seller’s employment agreement by SDI without cause or three years after the closing.

In accordance with the terms of the Purchase Agreement, upon the closing, the Seller will enter into an employment agreement with SDI, pursuant to which the Seller will serve as president of SDI. For the first three years of the term of the employment agreement, the Seller will be paid $150,000 per year. After three years, the salary will terminate and the Seller will be paid as follows:

The Seller will receive a salary draw of $25,000 per month. After each of the first three fiscal quarters, the Seller shall be paid any additional amount by which 50% of the net profit of SDI for such quarter exceeds $75,000. After the end of the fiscal year, the Seller shall be paid any additional amount by which 50% of the net profit of SDI for the fiscal year exceeds $300,000, less any profit distributions made quarterly. In the event 50% the net profit for any quarter does not exceed the salary draw for that period, subsequent draws will be reduced proportionately. The agreement has a term of three years and shall automatically be renewed for additional one year terms unless terminated by either party at least 90 days prior to expiration. The agreement also contains customary provisions for benefits, confidentiality and non-competition.

The closing of the Purchase Agreement is subject to the satisfaction of customary closing conditions, as well as the following closing conditions, among others:

~~completion~~An earn-out of ~~audited~~additional ~~financial~~cash ~~statements~~compensation for three years from the closing date. The Seller will receive 50% of ~~SDI;~~the quarterly profits in excess of $62,500, together with 50% of the annual profits in excess of $250,000 plus the quarterly profit payments.

·Each share of series A convertible preferred stock (the “Preferred Stock”), has a liquidation preference of $0.01 per share and will be convertible into 50 shares of the Company’s common stock, upon effectuation of an increase in the Company’s authorized shares of common stock to 100,000,000. The Preferred Stock votes together with the common stock and each share of Preferred Stock is entitled to 50 votes.

~~the~~In ~~guaranty~~accordance bywith ~~Reliablecom~~the terms of the ~~lease~~Purchase ~~for~~Agreement, upon the ~~premises~~closing, ~~occupied~~each byof ~~SDI,~~the ~~which~~Seller isand ~~leased~~Pradip ~~from~~Patel anwill ~~entity~~enter ~~controlled~~into byan S.employment ~~Kapadia;~~agreement ~~and~~with TPC.

·Pursuant to his agreement, Mr. Patel will serve as chief executive officer of TPC. For the first three years of the term of the agreement, Mr. Patel will be paid a salary of $14,583.33 per month. Commencing on the third anniversary of the agreement, Mr. Patel will receive a salary draw of $14,583.33 per month. For each of the first three fiscal quarters after the third anniversary of the agreement, Mr. Patel shall be paid any additional amount by which 25% of the net profit of TPC for such quarter exceeds $62,500. After the end of the fiscal year, Mr. Patel shall be paid any additional amount by which 25% of the net profit of TPC for the fiscal year exceeds $250,000. In the event 25% the net profit for any quarter does not exceed the salary draw for that period, subsequent draws will be reduced proportionately. The agreement has a term of three years and shall automatically be renewed for additional one year terms unless terminated by either party at least 90 days prior to expiration. The agreement also contains customary provisions for benefits, confidentiality and non-competition.

anPursuant ~~advance~~ to ~~SDI~~her agreement, the Seller will serve as controller of TPC. For the first three years of the term of the agreement, Mrs. Patel will be paid a salary of $26,~~000~~250 per month. Commencing on the third anniversary of the agreement, the Seller will receive a salary draw of $6,250 per month. For each of the first three fiscal quarters after the third anniversary of the agreement, the Seller shall be paid any additional amount by which 25% of the net profit of TPC for such quarter exceeds $62,500. After the end of the fiscal year, the Seller shall be paid any additional amount by which 25% of the net profit of TPC for the fiscal year exceeds $250,000. In ~~from~~the ~~Reliablecom~~event 25% the net profit for ~~working~~any ~~capital~~quarter does not exceed the salary draw for that period, subsequent draws will be reduced proportionately. The agreement has a term of three years and shall automatically be renewed for additional one year terms unless terminated by either party at least 90 days prior to expiration. The agreement also contains customary provisions for benefits, confidentiality and non-competition.

The closing of the Purchase Agreement is subject to the satisfaction of customary closing conditions, as well as the following closing conditions, among others completion of audited financial statements of TPC.

In the event the Merger has not been closed by June 30, 2007, the Merger Agreement shall be terminated unless otherwise agreed to by the parties.

~~SDI~~TPC markets and distributes prepaid phone cards and ~~prepaid~~ wireless ~~cards~~services in the United States.

Item 5.03 Amendment to Articles of Incorporation or Bylaws.

Effective May 23, 2007, the Company changed its name from CTT International Distributors, Inc. to SK3 Group, Inc. In addition, effective May 23, 2007, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from CTND to SKTO. A copy of the Certificate of Ownership changing the Company’s name to SK3 Group, Inc. is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Stock Purchase Agreement, dated May 9, 2007, by and between CTT International Distributors Inc., Reliablecom Inc., Sohel Distributors Inc. and Sohel Kapadia
3.1		Certificate of Ownership changing the Company’s name to SK3 Group, Inc.
10.2		Form of Employment Agreement between Sohel Distributors, Inc. and Sohel Kapadia
10.1		Stock Purchase Agreement, dated May 25, 2007, by and between CTT International Distributors Inc., Reliablecom Inc., The Phone Card Warehouse, Inc. and Kaushika Patel
10.3		Form of Escrow and Lock-Up Agreement by and among Reliablecom Inc., Sohel Distributors Inc. and Sohel Kapadia
10.2		Form of Employment Agreement between The Phone Card Warehouse, Inc. and Kaushika Patel
10.3		Form of Employment Agreement between The Phone Card Warehouse, Inc. and Pradip Patel

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~CTT~~SK3 ~~INTERNATIONAL DISTRIBUTORS~~GROUP, INC.

Dated: May 10, 2007	By:	/s/ SAJID KAPADIA
		Sajid Kapadia
		Chief Executive Officer

Dated: May 30, 2007

~~click~~By: ~~here~~/s/ ~~for~~SAJID ~~printer-friendly PDF version~~KAPADIA

Sajid Kapadia

Chief Executive Officer

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