As Filed with the Commission on October 20, 2005
                                                           333-_________________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                     --------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED
             ------------------------------------------------------
                        CHINA DIRECT TRADING CORPORATION
             (Exact name of registrant as specified in its charter)

         FLORIDA                                              84-1047159
(State or other jurisdiction                           (I.R.S. Employer ID. No.)
of incorporation or organization)

                          10400 Griffin Road, Suite 109
                           Cooper City, Florida 33328
                            Telephone: (954) 252-3440
                    (Address of Principal Executive Offices)

                    2005 Consultants and Legal Services Plan
                              (Full Title of Plan)

              Howard Ullman, Chief Executive Officer and President
                        China Direct Trading Corporation
                          10400 Griffin Road, Suite 109
                           Cooper City, Florida 33328
                            Telephone: (954) 252-3440
                (Name, Address and Telephone Number of Agent for
                               Service of Process)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of                        Proposed               Maximum             Proposed
Securities to               Amount to be        Offering Price       Aggregate                        Maximum
be Registered             Registered(1)(3)       Per Share(2)         Offering Price(2)          Amount of Fee(2)
------------------------------------------------------------------------------
<S>                         <C>                      <C>                      <C>                <C>
Common Stock,               1,738,718                $ 0.035                  $59,116.41         $7.49
$0.0001 par value
------------------------------------------------------------------------------
</TABLE>
(1) The shares registered under this Registration Statement are to be issued for
consulting or legal services  rendered to the Issuer under a written  consulting
or legal services agreement for professional services by consultants or lawyers.
The Company  typically uses or requires certain standard terms and conditions in
each agreement with consultants or other professional  advisors.  Each agreement
is one (1)  year or less in  duration.  The  consulting  agreement  or  retainer
agreement may be renewed only by the mutual written agreement of the Company and
professional  advisor. The Company or the consultant or lawyer may terminate the
services  agreement  at any time by  written  notice  to the  other  party.  The
consulting agreement or retainer agreement qualifies as an Employee Benefit Plan
as defined under Rule 405 of Regulation C.
(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule  457.  On  October  19,  2005,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter Bulletin Board was $0.034 per share. On this basis, the maximum
aggregate offering price for the shares being registered hereunder is $59,116.41
and this is the basis for  computing  the  filing  fee in  accordance  with Rule
457(h) and at a rate of the aggregate offering price multiplied by .0001267. (3)
A separate  prospectus covering resales of shares of Company common stock issued
under the Plan is included in this Registration Statement immediately after this
Prospectus.
--------------------------------------------------------------------------------

<PAGE>


                                EXPLANATORY NOTES

         China Direct Trading Corporation (the "Company" or "CHDT") has prepared
this  registration  statement in accordance  with the  requirements  of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
shares of our common stock, par value $0.0001 per share, issuable under our 2005
Consultants and Legal Services Plan, which we refer to as the "Plan".

            This  Form  S-8  includes  a  re-offer   prospectus.   The  re-offer
prospectus  may be utilized  for  re-offers  and resales of shares of our common
stock  acquired  pursuant  to the Plan and  consulting  agreements,  by  selling
stockholders who received stock prior to or with the filing of this registration
statement.



                                       1
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            We will provide  documents  containing the information  specified in
Part I of  this  Registration  Statement  on Form  S-8 to  persons  eligible  to
participate in the Plan as specified by Rule 428(b)(1) under the Securities Act.
We will  file  prospectuses  and  prospectus  supplements  to this  registration
statement pursuant to and as required by Rule 424 under the Securities Act.


PROSPECTUS

                        CHINA DIRECT TRADING CORPORATION
                        1,738.718 SHARES OF COMMON STOCK
                      TO BE OFFERED BY SELLING SHAREHOLDERS

              ANY INVESTMENT IN OUR COMMON STOCK IS "HIGHLY RISKY"
        AND SHOULD ONLY BE CONSIDERED BY INVESTORS WHO CAN AFFORD TO LOSE
                   THEIR ENTIRE INVESTMENT IN THE COMMON STOCK

     This  prospectus  covers  the  resale of up to  1,738,718  shares of Common
Stock,  $0.0001 par value per share,  of China Direct Trading  Corporation  that
have been issued to certain  consultants  and outside legal counsel (named below
under "Selling  Shareholders") (the "Selling Shareholders") pursuant to the 2005
Consultants and Legal Services Plan ("Plan").

     The  Selling  Shareholders  may sell all or a  portion  of their  shares of
Company  Common  Stock,  $0.0001  par  value  per  share,  from  time to time in
negotiated transactions,  brokers' transactions or a combination of such methods
of sale at  prevailing  market  prices,  or at negotiated  prices.  See "Plan of
Distribution."  We will not receive any proceeds  from sale of the shares by the
Selling Shareholder.

     The Company's stock is quoted on the Over-the-Counter  Bulletin Board under
the symbol  "CHDT.OB."  On October 19, 2005,  the last reported sale price (Bid)
was $0.034 per share. Brokers or dealers effecting  transactions in these shares
should confirm that the shares are registered under applicable state law or that
an exemption from registration is available.

         THESE  SECURITIES  INVOLVE A HIGH  DEGREE OF RISK.  SEE "RISK  FACTORS"
BEGINNING ON PAGE 11 below.

           THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES
       REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR
           DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 20, 2005




                                       2
<PAGE>

                                    GLOSSARY


         References  to "China"  refer to the  Peoples'  Republic of China,  its
provinces  and  territories,  various  ministries,  agencies,  and  commissions.
References  to the "Far East"  refer to the nations of Eastern  Asia,  including
Southeast Asia and South Asia,  primarily China,  India, South Korea,  Thailand,
Philippines, and Japan.

     References to "Common Stock" are to the Common Stock, $0.0001 par value, of
China Direct Trading Corporation.

     References to "Company", "China Direct", "CHDT", "Company", "we", and "our"
are to China  Direct  Trading  Corporation,  and  include,  unless  the  context
requires or indicates otherwise, the operations of its subsidiaries.

     References  to "CBQ" are to CBQ,  Inc.,  the name of China  Direct  Trading
Corporation's  predecessor and include,  unless the context requires  otherwise,
the operations of its subsidiaries

    References  to the "Plan"  mean the  Company's  2005  Consultants  and Legal
Services  Plan,  as adopted by a majority  of the  Company's  voting  power by a
written consents on April 28, 2005.

     References  to "SDI" are to Souvenir  Direct,  Inc., a Florida  corporation
that is a wholly owned subsidiary of China Direct Trading Corporation.

     References  to "Selling  Shareholders"  shall mean the persons or companies
selling shares of Common Stock that were issued under the 2005  Consultants  and
Legal Services Plan.

     References to "China Pathfinder Fund" are to China Pathfinder Funds, LLC, a
Florida  limited  liability  company  organized in February 2004 by China Direct
Trading Corporation.

     A reference to the "SEC" or the "Commission" means the U.S.  Securities and
Exchange Commission.






                                       3
<PAGE>

                           FORWARD LOOKING STATEMENTS

     Except for historical and current information,  all the information in this
prospectus is considered to be "forward looking" statements.  Specifically,  all
statements  (other  than  statements  of  historical  and  current  information)
regarding  financial  and business  strategy and the  performance  objectives of
management  for  future  operations  are   forward-looking   statements.   These
forward-looking  statements are based on the beliefs of  management,  as well as
assumptions  made  by  and  information   currently  available  to  them.  These
statements  involve  known  risks such as lack of capital to fully  support  our
business or any expansion of our business;  the risks  inherent in any effort to
expand  product lines to products that the Company may have no prior  experience
in selling;  the reliance of the Company on funding  expansion from sales of its
"penny stock" securities; the impact of terrorism,  global conflict or political
or trade  tensions  between the United States and China on trade and  commercial
relationships between those nations and our business, which relies on open trade
between United States and China;  the continued  ability of China to support its
growing manufacturing industries, which produce most of our products; the threat
of our North American clients  developing direct commercial  relationships  with
Chinese or other  manufacturers,  which might result in the loss of or reduction
of business to the Company from those clients;  general  economic  conditions in
the  United  States  and  China;  the need to  develop  new  products  to remain
competitive  in the  souvenir,  promotional  and gift  industry;  and other risk
factors are set forth in our current and future filings with the Commission.

     When we use the words "anticipate," "believe," "estimate," "expect," "may,"
"will,"  "should,"  "continue,"  "intend" and similar  words or phrases,  we are
identifying  forward-looking  statements (also known as "cautionary  statements"
because you should be cautious in evaluating  such  statements in the context of
all the information in this  prospectus).  These statements  reflect our current
views with respect to future events.  However,  the merit or validity of current
views is subject to the realization in fact of assumptions we have made. What we
now think will happen may turn out much different, and our assumptions may prove
to have been inaccurate or incomplete.

     The investment  risks discussed under "Risk Factors"  specifically  address
the material factors that may influence  future operating  results and financial
performance.  The investment  risks are not "boiler plate" and they are intended
to tell you about the  uncertainties  and risks  inherent in our business at the
present time which you need to evaluate  carefully  before  making an investment
decision. Additional Risk Factors may arise, which Risk Factors may be described
in the Company's current and future filings with the Commission.


                               RECENT DEVELOPMENTS

            On September 28, 2005, the Company relocated its principal executive
offices  from 12535 Orange  Drive,  Suite 613,  Davie,  Florida  3330,  to 10400
Griffin Road, Suite 109, Cooper City, Florida 33328.

          On or about September 30, 2005, the Company entered into marketing and
sales agreement  ("Agreement") with Xiangtan Electric Import & Export Co., Ltd.,
(XEI),  a  Chinese  company  and  an  export-import   distributor  for  Xiangtan
Electrical  Manufacturing Co., Ltd. (XEIM), a Chinese  manufacturer of small and
medium  sized  electrical  generators,  whereby the Company will have a one-year
exclusive  marketing  and sales  arrangement  for  XEIM's  50 Kilo Watt  diesel,
gasoline, kerosene, natural gas and LPG electrical generators (collectively, the
"products") in the United States. There are no orders for the products as of the
date of this Report.



                                       4
<PAGE>

         The  Company  must attain $3 million in U.S.  sales of the  products in
order to maintain its exclusive  arrangement past year one of the Agreement.  If
the Company fails to reach that sales goal,  then XEI may cancel the exclusivity
enjoyed by the  Company  during the first year of the  Agreement  for the United
States market and use other companies to market the products. Since the approval
of Underwriters Laboratories, Inc. of "UL" is required many distributors,  local
governments,  and other possible U.S. buyers for the products,  XEI is currently
seeking UL  approval  for the  products.  While the  Company is not aware of any
reason why the products  would not be eligible  for UL approval,  the lack of UL
approval  for  the  products  would  substantially  reduce,  if not  effectively
eliminate, the potential market for the products in the United States. There can
be no assurances that XEI or XEIM will obtain UL-approval for the products.

         On September 27, 2005, the Company entered into an exclusive  marketing
agreement for selling LPG generators in the U.S.  ("Yiwu  Agreement")  with Yiwu
Generating  Equipment Co., Ltd. ("Yiwu"),  a Chinese  manufacturer of generators
and a subsidiary of Zhejiang YiWu Huafeng  Industry  (Multinational)  Co., Ltd.,
which is a large, ISO 9001 certified,  industrial  Chinese  conglomerate.  China
Direct  has  exclusive   marketing  rights  for  Yiwu's  LPG-fueled   electrical
generators  in the  United  States  for one year.  China  Direct  must sell US$3
million  a  year  of  the  generators  to  maintain  its  exclusivity  for  Yiwu
LPG-generators in the United States market. The Yiwu Agreement runs from October
1, 2005 till September 30, 2006.  Yiwu is one of the sources of generators  that
China  Direct  intends to use as a source for any US generator  orders.  Yiwu is
seeking UL approval of its  generators  and China  Direct is  assisting  in this
process.

         As is the case with any marketing agreement, there can be no assurances
that the Agreement or the relationship will result in any sales of LPG-fueled or
other Yiwu  generators  in the United  States by China  Direct  Based on current
marketing feedback from potential customers or distributors of generators, China
Direct  believes  that there is strong  demand  for  generators  to  temporarily
restore  power to, and to power the heavy  equipment  needed to  repair,  recent
damage in the Gulf Coast  region of the U.S. The market for  generators  in that
market is  extremely  competitive  and China  Direct is  competing  against many
larger  companies with  considerable  greater  marketing and sales resources and
with  established  market  brand  names  and  established   customer  bases  and
distribution  networks  in Gulf Coast.  China  Direct  believes  that its market
opportunity  may be a  short-term  period where  demand for  generators  exceeds
available  domestic  supplies  and there will be a resulting  demand for foreign
generators.  China Direct does not have sufficient information as of the date of
this Report to verify the accuracy of its assumption about the existence of this
short-term marketing and sales opportunity for Chinese-made generators.  Even if
this marketing and sales  opportunity does exist,  one possible  obstacle to the
sale of Chinese-made generators in the United States is that many local building
codes  or  ordinances  require   UL-approval,   and  many  distributors  require
UL-approval for generators, which Chinese-made generators typically lack because
UL-approval is not required in their  traditional  Asian markets for generators.
China Direct  believes that obtaining  UL-approval  for Yiwu generators in short
order is critical to the prospects of selling Yiwu generators in the U.S.

         "UL" is a registered trade mark of Underwriters Laboratories, Inc.

         On September 21, 2005, the Company entered into an exclusive agency and
distribution  agreement  (the "CPS  Agreement")  with Complete  Power  Solutions
("CPS"),  a Florida  corporation  its principal  place of business at 4100 North
Powerline Road, Building G, Unit 3, Pompano Beach,  Florida 33073. Under the CPS
Agreement, China Direct will provide up to 600 UL-approved  Chinese-manufactured
electrical generators to CPS from time to time and as requested by CPS. CPS will
resell the electrical  generators to retail operations as well as end users like
businesses or governmental entities in North America.



                                       5
<PAGE>

         On September 23, 2005,  China Direct received a purchase order from CPS
for  delivery  of up to 600  gasoline  fueled,  Chinese-manufactured  electrical
generators over the next 12 months.  CPS has placed its initial order under that
purchase order on September 23, 2005, for 100 generators,  which generators must
be UL  approved  under  the  terms  of the CPS  Agreement  before  shipment  and
purchase.  Until UL approval is obtained,  the initial order for 100  generators
cannot be shipped.  The Chinese  manufacturer  has requested such  approval.  UL
approval may take 2 to 4 months, or more, to obtain. While China Direct does not
know of any  reason  why UL  approval  will  not be  obtained,  there  can be no
assurances that the generators will be UL approved.  The average  purchase price
of  generators  covered  by CPS  commitment  ranges  from  $5,000 to $8,000  per
generator.

         The Company  entered  into a Share  Purchase  Agreement  ("Agreement"),
dated as of April 26, 2005, with Beijng Huawei Ouya Architectural Decoration and
Engineering Co., Ltd.  ("BHOA"),  a limited company organized and existing under
the laws of China located at Lai Guang Ying Village, Lai Guang Ying County, Chao
Yang District, PRC. Under the Agreement,  the Company was to purchase 40% of the
issued and  outstanding  shares of BHOA (the "Shares") for $5,000,000  cash plus
the issuance of a numbers of shares of Common Stock based on a current valuation
of BHOA.  The  Company  received an  auditors'  report on BHOA in late May 2005.
Based on the Company's  analysis of the auditors' report,  the current valuation
of BHOA did not support the  issuance  of 30 million  shares of Common  Stock to
BHOA's  shareholders as part of the purchase of the Shares. The Company and BHOA
unsuccessfully  attempted to negotiate an adjustment on the stock-portion of the
consideration to be paid for the Shares.

         On July  20,  2005,  the  Company  announced  the  termination  of this
agreement  because BHOA failed to satisfy one of the conditions to  consummation
of the  acquisition.  The termination was with the mutual consent of the Company
and BHOA.  The condition in question was that there would be no material  change
in the financial condition of BHOA from the date of the March 18, 2005 agreement
and  the  date  of  an  independent  audit.  The  audit  showed  that  BHOA  had
substantially  less cash  assets as of the date of the audit than on the date of
the  agreement.  Most of the cash had  apparently  been  distributed as loans or
compensation.

                       REPRESENTATIONS ABOUT THIS OFFERING

            We have not  authorized  anyone  to  provide  you  with  information
different  from that  contained in this  prospectus.  This  prospectus is not an
offer to sell nor does it seek an offer to buy the  shares  in any  jurisdiction
where this offer or sale is not  permitted.  The  information  contained in this
prospectus  is  accurate  only  as of  the  date  of  this  prospectus  (or  any
supplement), regardless of when it is delivered or when any shares are sold.

                     WHERE TO FIND MORE INFORMATION ABOUT US

            Our common stock is  registered  with the  Commission  under section
12(g) of the  Securities  Exchange Act of 1934 (the "1934 Act").  Under the 1934
Act, we file with the Commission  periodic  reports on Forms 10-KSB,  10-QSB and
8-K, and proxy statements,  and our officers and directors file reports of stock
ownership on Forms 3, 4 and 5. These  filings also may be viewed and  downloaded
from the Commission's  Internet  website.  Also, we will provide copies of these
documents and any exhibits to them, without charge to prospective investors upon
request addressed to China Direct Trading Corporation, 10400 Griffin Road, Suite
109,  Cooper City,  Florida 33328,  Attention:  Howard Ullman,  Chief  Executive
Officer and President.  We refer you to this registration statement and exhibits
which may be  inspected  and copied at the Public  Reference  Department  of the
Commission,  450 Fifth Street, NW, Washington,  D.C. 20549, at prescribed rates.
You can contact the Commission's Public Reference  Department at (800) SEC-0330.
The  registration  statement  and exhibits also are available for viewing at and
downloading from the Commission's Internet Website  (http://www.sec.gov);  go to
"Search  for  Company  Filings"  and  then  enter  the  Company's  names  in the
appropriate box.





                                       6
<PAGE>

                                TABLE OF CONTENTS
                                                                        PAGE NO.

  Glossary..................................................................3
Forward Looking Statements .................................................4
Recent Developments ........................................................4
Representations about this Offering ........................................5
Where You Can Find Information about the

  Company...................................................................5
The Company and Business....................................................6
Properties
.............................................................................10
Prospectus Summary..........................................................10
Risk Factors
.............................................................................11
Risk Factors Involving This Offering. ......................................12
Financing Transactions......................................................19
Use of
Proceeds....................................................................20
Market for Common Stock and Related Shareholder Matters.....................20
Management's Discussion and Analysis of
Financial Condition and Results of Operations...............................21
Management..................................................................24
     Directors and
Officers....................................................................24
     Executive Compensation............................... .................27
     Agreements with Consultants  ........................ .................30
Security Ownership of Certain Beneficial Owners and
Management..................................................................31
Certain Relationships and Related Transactions..............................32
Selling
Shareholders................................................................32
Plan of
Distribution................................................................33
Dilution of Existing Shareholders...........................................33
Description of Securities...................................................34
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..............................35
Legal
Proceedings.................................................................36
Interest of Certain Named Experts and Counsel    ...........................37
Legal
Matters.....................................................................37






                                       7
<PAGE>

                            THE COMPANY AND BUSINESS

     We  are a  public  holding  company  that  conducts  business  through  two
wholly-owned  operating  subsidiaries:  Souvenir Direct, Inc. ("SDI"), a Florida
corporation that we acquired on December 1, 2003, in a stock-for-stock  exchange
and China Pathfinder Fund, LLC ("CPF"), a Florida limited liability company that
we formed in February 2004.  SDI is the sole source of operating  revenues as of
the date of this Prospectus.  CPF has not generated any significant  revenues to
date.  The Company had no  operations  for most of calendar year 2003 due to the
closing of its computer value added reseller  operations and system  development
operations in 2001 and 2002.

     BUSINESS.  SDI was  incorporated on September 9, 2002 under the laws of the
State of Florida. Howard Ullman is the founder and sole Chief Executive Officer,
President and Chairman of the Board of SDI from its inception to date.  SDI is a
trading company that sells souvenir,  promotional and gift items that are mostly
made in China for the Company.  The Company  markets  these  products  through a
hardcopy catalog, distributors, contract marketing firms, the Internet and trade
shows. Most of SDI's customers are theme park companies,  other distributors and
retailers  in North  America.  SDI sells  products  through  another  company to
Wal-Mart Stores,  Inc., the largest retailer in the world. A typical SDI product
would  be a  metal  keychain  with  the  customer's  logo or  trademark.  SDI is
exploring  diversifying  its product line by selling  items like poker  products
with client logos or trade names. Such efforts have not produced any significant
revenues to date.

      CPF is a start-up  company  organized  on February 25, 2004 by the company
and engaged in the business of trying to commercially exploit the experience and
business  contacts of our  officers  and  directors  in  U.S.-Chinese  trade and
commercial relationships. CPF's focus is on helping U.S. or Chinese companies as
a consultant or agent to establish  businesses or  commercial  relationships  in
China or the U.S.; to find funding  sources in the U.S. or China; to find merger
or  acquisition  candidates in the U.S. or China for  customers;  and to provide
general advice to customers  trying to do or doing business in China or the U.S.
CPF  relies on the  services  of Howard  Ullman,  Chief  Executive  Officer  and
President of the Company and SDI; Company consultant Cora Wong: director Jeffrey
Postal;  Bart  Fisher,  a  shareholder  of the company and a former  officer and
director  of the  company;  and Susan Xu, a director of the  Company.  Until CPF
generates  enough regular gross revenues,  these  individuals  will only receive
compensation  from CPF  revenues  that  they  each  generate  through  providing
consulting and other services to CPF customers or from fees paid for consummated
mergers, acquisitions, asset sales, funding or financing transactions or similar
transactions  that they introduce  and/or help close for CPF customers.  CPF has
only  generated  minimal  consulting  revenues  of  $5,000 to date from a single
customer - a company seeking to manufacture diapers in China.

         HISTORY. We started as a "blank check" company,  that is a company that
went public  without a business  other than to use the proceeds from the initial
public offering to attempt to acquire existing businesses.  China Direct Trading
Corporation  (formerly  "CBQ,  Inc."),  a  Florida  corporation,  was  initially
incorporated  September  18, 1986 under the laws of the State of Delaware  under
the name "Yorkshire Leveraged Group,  Incorporated",  and then changed its situs
to  Colorado  in 1989 by merging  into a Colorado  corporation,  named  "Freedom
Funding,  Inc.".  Freedom Funding,  Inc. then changed its name to "CBQ, Inc." by
amendment of its Articles of  Incorporation  on November 25, 1998.  In May 2004,
the  Company   changed  its  name  to  China  Direct  Trading   Corporation  and
reincorporated from the State of Colorado to the State of Florida.



                                       8
<PAGE>

            On November 19, 1998,  we entered  into a  reorganization  agreement
(Reorganization  Agreement)  with  CyberQuest,   Inc.,  a  Colorado  corporation
(CyberQuest),  and the shareholders of CyberQuest  pursuant to which the Company
acquired  all  of  the  outstanding  proprietary  interest  of  CyberQuest  in a
stock-for-stock  exchange which  resulted in CyberQuest  becoming a wholly owned
subsidiary of the Company and the shareholders of CyberQuest  acquiring  control
of the Company  through  their stock  ownership.  The  Reorganization  Agreement
called for the immediate  change of the name of the Company to "CBQ,  Inc.", and
the immediate  effectuation  of a reverse one for four (1:4) common share split.
The Company completed this process during December, 1998.

            With the  acquisition  of Cyberquest  and the  acquisition  of three
other   private   companies  in  1999,   the  Company,   through  its  operating
subsidiaries, started business operations in the customized software development
for businesses industry, or "system development"  business, and in the resale of
value-added  third-party  computer  hardware  and  software  products,  or "VAR"
business.  The Company  continued to acquire  existing  systems  developers  and
computer hardware resellers in 2000 and 2001. By September 2001, the Company was
forced to close all of its  operations  except  CBQ  Technet  Computer  Services
Corporation, a systems developer, due to lack of revenues and lack of funding to
sustain those other operations. CBQ Technet Computer Services Corporation ceased
operations in the first four to six months of 2002 due to insufficient revenues,
no technical employees or marketing resources, and no cash or funding to sustain
operations.  With the closing of CBQ Technet Computer Services,  the Company had
no operations  and remained  without a business from mid-2002  until December 1,
2003.

            The  Company  believes  that the  failure of the  various  companies
acquired from 1999 through 2001 was the result of the lack of adequate, reliable
and ongoing  financing  or funding,  the  inability  of the Company to integrate
operations and reduce duplicative  overhead,  the Company's inability to develop
or fund  an  effective  marketing  effort  for its  operations,  the  resort  to
factoring  financing in the case of CBQ  Networkland,  Inc. (a VAR),  the use of
revenues  and funding to pay off or pay down  existing  debts of the Company and
its subsidiaries  (both operating and closed  operations) and the growing amount
of debts  corresponding  with the loss of  revenues  as each  subsidiary  ceased
operations  before  paying off its  liabilities.  By mid 2002,  the  Company was
without any business operations and limited activities to seeking a new business
to acquire.

            On December 1, 2003, the Company acquired SDI and SDI's  management,
consisting solely of Howard Ullman,  assumed  operational control of the Company
and SDI upon the closing of the  acquisition  of SDI.  The  Company's  principal
executive  offices were moved into SDI's principal  executive  offices in Davie,
Florida in December  2003.  The single  incumbent  Company  director,  Susan Xu,
resigned  on  December  4,  2003 and was  replaced  by Mr.  Ullman  and three of
business  associates,  including  his  father-in-law,   Laurie  Holtz,  a  local
certified public accountant and Cora Wong, who was referral from Bart Fisher.

            On May 17, 2004, Company shareholders approved a resolution and plan
of merger whereby the Company would  reincorporate  from Colorado to Florida and
change its name to "China Direct Trading  Corporation".  The reincorporation was
effected as of May 25,  2004.  The Company  reincorporated  because  most of its
business relationships, its base of operations, its officers and offices and its
source of client  leads are in Florida  and the  Company had no clients or other
business  affiliations  in Colorado.  Further,  most of its customers are in the
South and East of the United States.



                                       9
<PAGE>

            BUSINESS  GOALS.  The  Company's  current  strategy  is to grow  the
Company by  expanding  the product  lines sold by SDI beyond the current line of
souvenir,  promotional and gift products and to acquire, if suitable targets are
found,   new,   existing   companies   in   complementary   industries   through
stock-for-stock  exchanges  or mergers.  The Company  has  achieved  very little
success in that  endeavor to date.  Even though the Company  attempts to acquire
new businesses  solely through the issuance of our stock, our acquisitions  have
typically  required  additional  working  capital to fund  efforts to expand the
acquired   company's   business  through   increased  sales,   acquisitions  and
diversifying  their business or product lines. Our existing  operations have not
produced enough profit to fund these expansion efforts and related overhead from
acquiring new businesses.

            As  previously  reported,  the Company  entered  into the  financing
arrangement  with  Dutchess  Fund to finance  the  planned  growth our  business
through new SDI product lines and acquiring new,  existing  businesses,  but the
Company did not seek to receive any money from the equity-line financing offered
by Dutchess Fund before its  termination  in 2005.  Since the Company lacks hard
assets,  it will  probably  have to sell shares of Common Stock to raise working
capital and the sale of shares of Common Stock will only increase the problem of
diluting  current  shareholders  as well as  increasing  the  Company's  already
substantial public float of shares of Common Stock.

            The  Company  believes  that  one of  its  principal  assets  is Mr.
Ullman's and certain other directors'  commercial relations and understanding of
how to do  business  in and with  China.  CPF was  founded as a vehicle  for Mr.
Ullman and the other directors to provide management consulting services to U.S.
and Chinese businesses seeking to do business in one another's nations,  to find
merger,  acquisition or asset purchase candidates for CPF customers; and to find
U.S. or Chinese sources of funding for CPF customers.  CPF has not generated any
revenues  to date,  and there are no  current  revenue-generating  opportunities
before CPF as of the date of this registration statement.

            The  principal  executive  offices of the  Company,  SDI and CPF are
located in the same  office  space at 12535  Orange  Drive,  Suite  613,  Davie,
Florida 33330, located in Broward County (Telephone:  (954) 474-0224; fax: (954)
474-0228).



                                   PROPERTIES

         Neither the Company nor its operating  subsidiaries  own any properties
or facilities. In September 2004, the Company entered into a new lease agreement
for approximately 1,800 square feet of office space with Flamingo Commons,  LLC.
The lease requires  monthly lease  payments of  approximately  $2,175  beginning
September 1, 2004. The lease expires in August 2005. The office space is used as
the corporate  headquarters.  As of September 28, 2005, the Company's  principal
executive  offices are located at 10400  Griffin Road,  Suite 109,  Cooper City,
Florida 33328. The Company's  former address was 12535 Orange Drive,  Suite 613,
Davie,  Florida  33330 until  September  27, 2005 With respect to the new office
space,  the Company has  approximately  1,400 square feet of rentable  space and
pays a monthly lease payment of $1,825. The term of the lease for the new office
space is one year with an option to renew.

         CPF shares office space in Beijing, China with another company. CPF has
no lease for the office space and does not pay rent for the office space.



                                       10
<PAGE>

                        PROSPECTUS SUMMARY: THE OFFERING

THE  FOLLOWING  SUMMARY  IS  QUALIFIED  IN ITS  ENTIRETY  BY THE  MORE  DETAILED
INFORMATION  INCLUDED  ELSEWHERE IN THIS  PROSPECTUS AND DOCUMENTS  INCORPORATED
HEREIN BY  REFERENCE.  BECAUSE THIS IS A SUMMARY,  IT MAY NOT CONTAIN ALL OF THE
INFORMATION  THAT MAY BE  IMPORTANT  TO YOU.  YOU  SHOULD  READ THIS  PROSPECTUS
CAREFULLY AND SHOULD CONSIDER,  AMONG OTHER THINGS,  THE MATTERS DESCRIBED UNDER
"RISK FACTORS" BEGINNING ON PAGE 11 BELOW BEFORE MAKING AN INVESTMENT  DECISION.
UNLESS THE CONTEXT  REQUIRES  OTHERWISE,  REFERENCES IN THIS  PROSPECTUS TO "THE
COMPANY,"  "OUR  COMPANY,"  "WE," "OUR," "US" AND SIMILAR  EXPRESSIONS  REFER TO
CHINA DIRECT TRADING CORPORATION, AND ITS PREDECESSORS AND ITS SUBSIDARIES.


     This  offering  relates to the sale of shares of Common  Stock  issued to a
investor  relations'  consultant  and two outside  legal  counsel  for  services
rendered to the Company and in lieu of cash compensation.

Securities Outstanding                       555,621,087 shares of Common Stock.

Securities To Be Outstanding                 555,621,087  shares of Common Stock

Securities Offered:                          Up to 1,738,718 shares of Common
                                             Stock by certain Selling
                                             Shareholders.

Use of Proceeds                              Not applicable.

Plan of Distribution                         The offering is made by the Selling
                                             Shareholders. Sales may be made in
                                             the open market or in private
                                             negotiated transactions, at fixed
                                             or negotiated prices. See "Plan of
                                             Distribution."

Risk Factors                                 The securities offered hereby
                                             involve a high degree of risk.
                                             See "Risk Factors."

Trading Symbol                               CHDT.OB (Over-the Counter Bulletin
                                             Board) for the shares of Common
                                             Stock.




                                       11
<PAGE>

                                  RISK FACTORS

     As  a  "penny  stock"   company  with  no  primary  market  makers  and  no
institutional  support of our Common Stock in the public securities  markets, an
investment  in our Common Stock is highly  speculative  in nature and involves a
high degree of risk. You should  carefully  consider the following risks and the
other information in this prospectus (including the information  incorporated by
reference) before investing in our Common Stock.  Further, our operations do not
generate  enough  cash flow to fund our  strategic  plan for  growth of  company
revenues and net income as well as diversification of our business lines through
mergers  and   acquisitions.   The  Company   believes   that  the  funding  and
implementation  of the current business plan is essential to growing the Company
to the  point  where  the  Company  is no longer a "penny  stock"  company,  has
institutional  or primary market maker support for our Common Stock and has cash
flow sufficient to fund all aspects of its operations. As such, the Company will
have to finance the  implementation  of the business plan,  probably through the
sale of shares of Common  Stock  which the  financing  source  can resell in the
public market. Such reselling may further and substantially depress the value of
our Common  Stock,  may cause a collapse  in the market  value of the  Company's
common  stock,  and  continue to  handicap  the ability of the Company to obtain
financing on  commercially  reasonable  terms.  Management  does not believe any
other form of financing or funding is available  based on the Company's  failure
in the past 12 months to obtain alternative financing or funding.

            The  Company  has  a  history  of  failed  operations  and  business
start-ups  and an  inability  to  generate  cash  flow from  operations  to fund
operations  and  expansion  efforts,  or  to  obtain  adequate,  affordable  and
sustained  funding or financing  of  operations  and efforts to expand  business
lines or sales of existing businesses.  The Company is also a small business and
is typically unable to effectively compete against numerous,  larger competitors
with superior resources and market share.


                      RISK FACTORS AFFECTING THIS OFFERING

        COMPANY  HAS A HISTORY  OF LOSSES  AND FAILED  BUSINESS  OPERATIONS.  We
started  as a "blank  check"  company  in 1989 with no or  minimal  cash and few
funding sources. Since 1999, we have been a public holding company that conducts
business through operating subsidiaries that we have acquired in stock-for-stock
exchanges.  We have had minimal  sources of  operating  revenues,  no  reliable,
ongoing source of affordable  financing and senior management that proved unable
to  integrate  and manage our  operations  on a profitable  basis.  We have also
suffered from frequent  changes in senior  management and the business focus and
from economic  downturns in our industries,  which downturns were fatal to same,
as  well  as  undercapitalized  operations  like  our  former  computer-oriented
operating  subsidiaries.  SDI has small  revenues  and has  limited  sources  of
funding to rely upon in case of a downturn in its business. We have historically
operated at a loss or small net profit.  We do not  anticipate  a change in this
pattern in the foreseeable future absent a merger, acquisition or development of
a new business line.

         For the years ended  December 31, 2004 and 2003,  the Company had a net
loss from operations of approximately $270,000 and $201,000,  respectively.  For
the years  ended  December  31,  2004 and 2003,  the  Company had total sales of
approximately   $1,062,000  and  $615,000  respectively,   for  an  increase  of
approximately  $447,000.  The  increase  in  revenues  is due to an  increase in
operations.



                                       12
<PAGE>

         Costs and Expenses - For the years ended December 31, 2004, the Company
had cost of sales of  approximately  $759,000 and $435,000,  respectively.  As a
percentage of sales, cost of sales was the same in 2004 as compared to 2003. The
increase  in the cost of sales in 2004 as compared to 2003 is due to an increase
in  operations.  General and  administrative  expenses  increased  approximately
$418,000,  from  $106,940  in  2003  to  $540,072  in  2004.  This  increase  is
attributable  primarily  to an  increase in officer  compensation  as well as an
increase in legal and professional  fees. The cost of rent and other general and
administrative  costs  also  increased  in 2004 as  compared  to 2003  due to an
increase in operations.

         Liquidity  and  Capital  Reserves.  Historically,  the  Company has not
generated  enough cash flow from  operations to cover its overhead costs and the
cost of growth.  The inadequacy of cash flow and the inability of the Company to
consistently obtain funding and ongoing funding on commercially reasonable terms
have  undermined  the former  business  operations of the Company and forced the
Company  to obtain  funding  from  management  and  through  the sale of Company
securities.

                  As a small  business  and a penny stock  company,  the Company
will  continue  to  face  difficulty  in  obtaining   financing  or  funding  on
commercially  reasonable terms or at all. The Company expects future development
and expansion will be financed through cash flow from operations and other forms
of financing such as the sale of additional equity and debt securities,  capital
leases and other credit facilities.  There are no assurances that such financing
will be available on terms acceptable or favorable to the Company.  Further, the
increase  in the  number of shares of common  stock in the  public  markets  may
reduce the  ability  or appeal of the  Company  to future  sources  of  possible
financing or funding.

            We currently have operating cash flow from SDI's revenues to support
existing  business  operations,  but it is insufficient to fund the expansion by
diversification  of product lines of SDI's  business or the  acquisition  of new
companies. If we are unable to obtain needed and affordable capital from outside
sources,  we will be forced to reduce or curtail  the  expansion  of our current
businesses and the acquisition of new businesses.

            Attaining  these   objectives   will  require   readily   available,
affordable  capital,  which,  since the  Company  has  limited  assets to use as
collateral for debt  financing,  the Company will have to obtain  principally by
selling its Common Stock.  We have entered into the financing  arrangement  with
Dutchess  Fund to raise the  necessary  capital to fund our  current  growth and
expansion plans, but you should note that even if we raise the capital, there is
no assurance that our efforts to expand and grow our businesses  will succeed or
that the funding  raised will be  sufficient  to fully fund those  expansion and
growth efforts.

            COMPANY HAS A HISTORY OF  DIVERSIFYING  INTO NEW BUSINESSES  WITHOUT
ADEQUATE  WORKING CAPITAL OR FUNDING AND WITHOUT  SUFFICIENT  INFRASTRUCTURE  TO
SUPPORT SUCH NEW BUSINESS LINES. The Company has a history of diversifying  into
new business lines,  either by acquiring new existing businesses or developing a
new business line as a start-up concern,  and lacking sufficient working capital
or funding and lacking sufficient management, labor and strategic planning, Most
of the Company's new business lines over the history of the Company have failed.
The Company believes that the lack of working capital or funding and the lack of
adequate infrastructure contributed to the failures of those new business lines.



                                       13
<PAGE>

            The Company has  diversified  in the past four months into marketing
Chinese-made  generators in the United  States.  The Company has devoted two new
hires to focus on marketing the generators.  While the Company does not purchase
the generators until a letter of credit funded by the end user customer pays the
purchase price for the generator, and the Company is not responsible for service
or installation of the generators,  and its overall  financial risk in the sales
of generators is limited to loss of sales and related sales costs, the Company's
current  operations do not generate enough cash flow to fund any sustained sales
efforts in  generators  or to fund an increase  staff or manpower in response to
increased demand for generators much beyond current levels. As such, the Company
may be unable to fund the necessary  sales force and  infrastructure  to support
any sustained demand for generators or to support a sales force until demand for
generators reaches a level where such sales generate enough cash flow to support
that sales force.  As a "penny stock"  company with no significant  assets,  the
Company must usually sell its stock to fund any sustained or unprofitable  sales
force  beyond a limited  initial  effort - typically  less than 3 to 6 months in
duration.  The sale of stock to fund operations dilutes shareholders,  depresses
the market value of the stock (and,  consequently,  making it more expensive for
the Company to raise money) and  undermines  the stability of the market for the
Company's Common Stock.

            Any  long-term  success in the  Company's new venture in the sale of
Chinese-made  generators will require the generator sales to generate sufficient
cash flow in the near future to support its own sales staff and infrastructure.

            LOSS OF HOWARD ULLMAN'S SERVICES COULD BE FATAL TO OUR BUSINESS;  NO
KEY MAN  INSURANCE.  We rely  upon  Howard  Ullman  to manage  and  conduct  the
Company's  and  its  subsidiary  operations.  If he  resigns,  dies  or  becomes
disabled, we do not have any other executive or non-executive operating officers
or persons to replace Mr.  Ullman,  or the  financial  resources or key man life
insurance to fund the hiring of a suitable  replacement for Mr. Ullman. The loss
of Mr. Ullman's services would probably result in the failure of the Company and
its SDI operations. We doubt that we could find a replacement for Mr. Ullman who
could  sustain  SDI's  operations  on a  profitable  basis.  We have  no  junior
management or other personnel capable of running the company or its subsidiaries
if Mr.  Ullman  was not able or  willing  to  continue  as our and  SDI's  chief
executive  officer and  president.  Further,  most of our directors are business
associates  or  relatives  of Mr.  Ullman and it is not certain  that they would
continue as directors or accept  management  responsibilities  if Mr. Ullman was
unable or unwilling to manage our operations.

       WE ARE SUBJECT TO GOVERNMENT REGULATION IN CHINA AND THE U.S. THAT
      MAY BE COSTLY AND MAY INTERFERE WITH OUR ABILITY TO CONDUCT BUSINESS,
          INCLUDING THE UNCERTAINTY OF COMMERCIAL REGULATION IN CHINA.

            Changes in regulatory or political policy could adversely affect our
business in the United States, China or other countries where we obtain products
or conduct  business and could result in changes to laws affecting trade between
the U.S. and China, and the ability and willingness of U.S. companies to conduct
business in China.  The adoption of any additional  laws or regulations in China
or the U.S.  may  interfere  in our  ability  to obtain  products  for SDI,  our
principal business.  While SDI has other manufacturing  sources for its products
outside of China,  China is and has been the  principal  source of SDI  products
because of the ability of Chinese  manufacturing  businesses to quickly  produce
quality products at affordable prices.  Further,  China continues to be governed
by a centralized communist government which is capable of imposing new laws that
could  seriously  hamper the ability of SDI to obtain products from China or the
ability  of CPF to  conduct  business  in  China.  The  uncertainty  created  in
conducting business in and with China by the continued control of the economy by
a centralized  communist  regime is a risk to SDI's and CPF's business and could
seriously harm our ability to continue  operating.  The continued  domination of
China by a centralized  communist  regime may also cause some U.S.  customers of
SDI or CPF to be reluctant or opposed to  purchasing  products  made in China or
conducting other business in or with China.



                                       14
<PAGE>

            NO  RESOURCES  TO  WITHSTAND  DOWNURNS IN  BUSINESS.  We do not have
adequate  cash  reserves or access to  immediate  funding.  As such, a sustained
downturn in SDI's business for more than one or two quarters, and either through
low demand or loss of major  customer  account,  could  prove  fatal to us as an
ongoing concern.

         WE  HAVE  LIMITED  SALES  AND  MARKETING  CAPABILITIES,  AND MAY NOT BE
SUCCESSFUL IN SELLING OR MARKETING OUR PRODUCT IN THE FUTURE.

         The  creation  of  infrastructure   to  commercialize   products  is  a
difficult,  expensive and time-consuming process. We currently have very limited
sales and  marketing  capabilities,  which  capabilities  are  limited to Howard
Ullman's sales and marketing  efforts,  the sales and marketing efforts of Susan
Xu and her  staff in  Beijing  and a  limited  number of  contract  salesmen  or
distributors. We would need to rely upon third parties to perform more extensive
sales  and  marketing  work.  To the  extent  that we  enter  into  co-promotion
agreements,  any  revenues to be received by us will be dependent on the efforts
of third  parties if we do not undertake to expand and develop our own sales and
marketing capabilities.  The efforts of third parties may not be successful.  We
may  not be  able  to  establish  direct  or  indirect  sales  and  distribution
capabilities  or be successful in gaining market  acceptance for our products or
for other  products.  Our failure to  establish  more  extensive  marketing  and
distribution   capabilities   or  to  enter  into  marketing  and   distribution
arrangements  with third  parties  could have a material  adverse  effect on our
revenue and cash flows.

         WE ARE DEPENDENT ON OUTSIDE  MANUFACTURERS  FOR THE  MANUFACTURE OF OUR
PRODUCTS.  THEREFORE WE WILL HAVE LIMITED CONTROL OF THE  MANUFACTURING  PROCESS
AND RELATED COSTS.

         We sell products  that require  third-party  manufacturing  in China or
other  foreign  countries.  The efforts of those third parties to date have been
successful,  but  may not be  successful  in the  future.  We may not be able to
maintain  relationships  with third parties to  manufacture  our products in the
event of any serious political,  trade or economic disputes between the U.S. and
China.

            THE THREAT OF  E-COMMERCE  TO SDI. As China,  the main source of our
products,  becomes  increasing  sophisticated  and  integrated  into  the  world
economy,  our  Chinese  and other  foreign  manufacturing  sources  may start to
conduct business internationally over e-commerce Web Sites on the Internet. Such
a development  might enable our customers to order SDI's products  directly over
the  Internet  SDI's   manufacturing   sources  in  China  or  other   competing
manufacturing sources, which would eliminate or reduce the need of SDI customers
to use SDI to obtain  products.  SDI has not to date been able to  contractually
restrict its Chinese and other  manufacturing  sources from selling  directly to
the U.S. Even if SDI obtained such restrictions,  there are other  manufacturing
sources in China and other  countries that do not conduct  business with SDI but
are capable to producing the same products as SDI's  products.  SDI is exploring
developing its own e-commerce  resources to attract North American customers who
want to buy on line in order to reduce  purchasing and inventory  overhead,  but
SDI does not  have  the  funding  capabilities  at this  time to  implement  its
e-commerce strategy.



                                       15
<PAGE>

            TERMS OF SUBSEQUENT FINANCINGS MAY ADVERSELY IMPACT YOUR INVESTMENT.
We will have to raise equity,  debt or preferred  stock financing in the future.
Your  rights  and the value of your  investment  in the  common  stock  could be
reduced.  For example, if we have to issue secured debt securities,  the holders
of the debt would  have a claim to our assets  that would be prior to the rights
of stockholders until the debt is paid.  Interest on these debt securities would
increase costs and negatively impact operating results. Preferred stock could be
issued in series from time to time with such designations,  rights, preferences,
and  limitations as needed to raise capital.  The terms of preferred stock could
be more  advantageous to those investors than you as holders of common stock. In
addition,  if we need to raise more equity  capital  from sale of common  stock,
institutional  or other investors may negotiate terms at least and possibly more
favorable than the terms of this offering. More common stock could be sold under
these  circumstances at prices lower than offered under this  prospectus,  which
could result in dilution of the book value of shares bought in this offering.

            EVEN IF WE  SUCCESSFULLY  EXECUTE OUR NEW BUSINESS  PLAN,  WE CANNOT
ASSURE YOU THAT WE WILL ACHIEVE PROFITABILITY.

            Since SDI was acquired on December 1, 2003,  we have been pursuing a
business  plan to expand our  businesses  and increase our revenues and profits.
This  plan  calls for  diversifying  SDI's  product  lines,  acquisition  of new
existing  businesses and making CPF and any other new businesses  profitable and
self-sustaining.  We lack the cash flow and  profit  margins to fund such a plan
from revenues from existing businesses. If we are unable to manage our operating
expenses  and  increase  our gross  margins,  without  experiencing  significant
deterioration  in our  projected  sales  volumes,  we may be unable  to  achieve
positive operating cash flow in the future. Further, we cannot guarantee that we
will be able to maintain  SDI  customer  purchase  activity  and  general  brand
awareness that we have had in the past with our current  marketing  budget.  Our
ability to achieve our annual and quarterly revenue and gross margin goals could
also be negatively impacted by the softening business demand for SDI products or
the appeal of doing business in China, as well as any renewed  weakening general
economic conditions.

            Our new operating plan reflects management's  expectations as of the
date of this prospectus,  and is based on currently  available  information,  as
well as significant  assumptions made by management  regarding  various revenue,
gross  margin  and  operating  expense  items.  We  cannot  guarantee  that  the
assumptions  that we have relied upon in developing  our operating  plan will be
accurate,  or that future events or results will conform to our  expectations or
assumptions.  If our assumptions are inaccurate, or our expectations prove to be
erroneous in light of future events, or if we are unable to maintain the support
of our vendors,  distributors,  third party  advertisers and other key corporate
relationships  regardless of the success of our new operating plan, we will need
to raise additional  working capital before we achieve  positive  operating cash
flow. We currently do not have any  commitments  for additional  financing other
than our  agreement  with Dutchess  Equities,  and we cannot be certain that the
Dutchess Fund financing or any other additional financing will be available when
and to the extent  required,  or that,  if  available,  it will be on acceptable
terms.  If adequate funds are not available on acceptable  terms,  we may not be
able to fund our operations and our business could fail.

            WE CANNOT  ASSURE  YOU THAT WE WILL BE ABLE TO MANAGE  GROWTH OF OUR
BUSINESS.

         Our growth strategy includes growing our customer base both through our
own marketing  efforts,  as well as through the acquisition of other businesses.
If we are unable to manage growth  effectively,  it could have material  adverse
effects on our results of  operations,  financial  condition,  or  business.  We
cannot guarantee that we will successfully  expand our customer base or that any
expansion  will  enhance our  profitability.  We expect our planned  growth will
place  a  significant   strain  on  our   management,   which  consists  of  one
executive/manager,  and operations. Our future growth will depend in part on the
ability of our officer and other key employees to implement and expand financial
control systems and to expand,  train,  and manage our employee base and provide
support to an expanded  customer  base.  Also,  our future growth will depend on
whether our management can handle growth.  While we intend to add management and
systems for any future growth,  we do not currently possess or have in place the
financial  and  management  systems and  controls  and  personnel  required of a
successful  business.  This makes us extremely  vulnerable to failure  resulting
from the inability to manage growth and expansion of our business.



                                       16
<PAGE>

            IN LIGHT OF  CERTAIN  PERCEPTIONS  REGARDING  OUR STATUS AS A "PENNY
STOCK"  COMPANY AND OUR FINANCIAL  CONDITION,  OUR CUSTOMERS,  DISTRIBUTORS  AND
VENDOR PARTNERS MAY DECIDE NOT TO DO BUSINESS WITH US.

       As a  small,  penny  stock  company,  our  financial  condition  and  our
perceived ability to fulfill our financial and other obligations, our customers,
distributors, vendor partners and other corporate partners and service providers
may decide not to conduct  business with us, or may conduct  business with us on
terms that are less  favorable  than those  customarily  extended  by them.  For
example,  our  distributors  could seek to limit our credit  terms or  otherwise
reduce their support of our business, forcing us to leverage our operating cash.

            IN LIGHT OF CERTAIN PERCEPTIONS  REGARDING OUR FINANCIAL  CONDITION,
OURCUSTOMERS,  DISTRIBUTORS  AND VENDOR  PARTNERS  MAY DECIDE NOT TO DO BUSINESS
WITH US.

         Due to concerns  regarding  our  financial  condition as a small "penny
stock" business with a history of operating  losses and failed  operations,  and
our perceived ability to fulfill any expanded  financial and other  obligations,
our customers,  distributors,  vendor partners and other corporate  partners and
service  providers  may decide not to conduct  business  with us, or may conduct
business  with us on terms  that  are  less  favorable  than  those  customarily
extended by them. For example, our manufacturing sources could seek to limit our
credit terms or otherwise  reduce their support of our  business,  forcing us to
leverage our operating cash by increasing the security  required for our secured
credit  lines.  Also, if our  customers  and vendor  partners  choose to do less
business  with us, our net sales would  decrease and our gross  profits would be
significantly impacted by reduced sales volumes.

         MARKET RISKS.  THE MARKET PRICE OF OUR COMMON STOCK ON THE OTC BULLETIN
BOARD MAY FLUCTUATE  SIGNIFICANTLY  WHICH MAY CAUSE  CERTAIN  INVESTORS TO AVOID
PURCHASING OUR SHARES.

     The  market  price of our Common  Stock  traded on OTC  Bulletin  Board may
fluctuate  significantly  in response  to factors,  some of which are beyond our
control, such as:

o        announcement of new products or product enhancements by us or our
o        competitors;

o        developments concerning intellectual property rights and
o        regulatory approvals and concerns;

o        quarterly variations in our and our competitors' results of
o        operations;

o        if any, changes in earnings  estimates or recommendations by securities
         analysts - currently, no analysts follow or report on the Company;

o        developments in our industry; and

o        general market conditions and other factors, including factors
o        unrelated to our own operating performance.



                                       17
<PAGE>

         BECAUSE THE  COMPANY  WENT FROM A PUBLIC  SHELL  COMPANY TO ONE WITH AN
OPERATION BY MEANS OF THE  ACQUISITION OF SDI, A SMALL PRIVATE  COMPANY,  WE MAY
NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE  FIRMS OR  INSTITUTIONAL
BUYERS WHICH FOLLOW MORE MARKET ESTABLISHED COMPANIES.

     Additional  risks may exist  because the Company  went from a public  shell
company  with no  operations  to a  company  with an  operation  by means of the
acquisition  of SDI,  which is a small business  concern.  Security  analysts of
major brokerage firms and securities  institutions  may not cover us since there
is no  incentive  to  brokerage  firms to  recommend  the purchase of our common
stock. No assurance can be given that  established  brokerage firms will want to
conduct any financings for us in the future.

         THERE IS ONLY A VOLATILE  LIMITED  MARKET FOR OUR COMMON STOCK THAT MAY
ACCELERATE PRICE SWINGS. OUR STOCK TRADES TYPICALLY BELOW THREE CENTS PER SHARE.

     Recent history relating to the market prices of public companies  indicates
that,  from time to time,  there may be  periods of  extreme  volatility  in the
market price of our  securities  because of factors  unrelated to the  operating
performance of, or announcements concerning,  the issuers of the affected stock,
and especially for stock traded on the OTC Bulletin  Board.  Our common stock is
not  actively  traded,  and the bid and asked  prices for our common  stock have
fluctuated significantly.  In the past two fiscal years, the common stock traded
on the OTC Bulletin Board from a high of $0.10 to a low of $0.01 per share,  and
since the  acquisition of SDI the market prices have ranged from $0.01 to $0.08.
See  "Market  For Our Common  Stock."  General  market  price  declines,  market
volatility,  especially  for low priced  securities,  or factors  related to the
general economy or to us in the future could  adversely  affect the price of the
common stock.

            FUTURE  SALES BY OUR  STOCKHOLDERS  MAY  ADVERSELY  AFFECT OUR STOCK
PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS. Sales of our common
stock in the public market  following this offering could lower the market price
of our common  stock,  which is, as of August 22,  2005,  under  three cents per
share on the bid.  Sales may also make it more difficult for the Company to sell
equity securities or equity-related securities in the future at a time and price
that our management deems  acceptable,  or at all. Of the 555,621,087  shares of
Common Stock outstanding on October 19, 2005,  approximately  373,526,766 shares
could be sold under Rule 144 or become free tradable by removal of  restrictions
under Rule 144(k).

         BECAUSE THE COMPANY'S  COMMON SHARES ARE "PENNY  STOCK,"  CERTAIN RULES
MAY IMPEDE THE  DEVELOPMENT OF INCREASED  TRADING  ACTIVITY AND COULD AFFECT THE
LIQUIDITY FOR  STOCKHOLDERS.  The shares offered by this  prospectus  constitute
penny stock  under the '34 Act.  The shares  will  remain  penny  stocks for the
foreseeable  future.  The  classification of penny stock makes it more difficult
for a broker-dealer  to sell the stock into a secondary  market,  which makes it
more   difficult  for  a  purchaser  to  liquidate   his/her   investment.   Any
broker-dealer  engaged by the  purchaser  for the  purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange  Act.  Rather  than  creating a need to comply with those  rules,  some
broker-dealers will refuse to attempt to sell penny stock.



                                       18
<PAGE>

            The SEC has adopted rules that regulate  broker-dealer  practices in
connection  with  transactions  in "penny  stocks."  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system,  provided  that  current  price and volume  information  with respect to
transactions  in such  securities is provided by the exchange or system).  Penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise  exempt from those rules,  to deliver a standardized  risk  disclosure
document prepared by the SEC, which specifies information about penny stocks and
the nature and  significance of risks of the penny stock market. A broker-dealer
must also  provide  the  customer  with bid and offer  quotations  for the penny
stock,  the  compensation  of  the  broker-dealer,   and  sales  person  in  the
transaction,  and monthly account statements indicating the market value of each
penny stock held in the customer's account.  In addition,  the penny stock rules
require that,  prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer  must make a special written  determination  that
the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules.

            Our  securities  are subject to the SEC's  "penny  stock rules" that
impose additional sales practice  requirements on broker-dealers  who sell penny
stock  securities to persons  other than  established  customers and  accredited
investors  (generally those with assets in excess of $1,000,000 or annual income
exceeding  $200,000 or $300,000  together with their spouse).  For  transactions
covered  by these  rules,  the  broker-dealer  must make a  special  suitability
determination  for the purchase of penny stock  securities and have received the
purchaser's   written  consent  to  the  transaction   prior  to  the  purchase.
Additionally,  for any transaction  involving a penny stock,  unless exempt, the
"penny  stock  rules"  require  the  delivery,  prior to the  transaction,  of a
disclosure  schedule relating to the penny stock market. The `broker-dealer also
must  disclose  the  commissions  payable  to  both  the  broker-dealer  and the
registered  representative  and current  quotations for the securities.  Monthly
statements  must be sent  disclosing  recent  price  information  on the limited
market in penny stocks.  These rules may restrict the ability of  broker-dealers
to sell our  securities and may have the effect of reducing the level of trading
activity of our common stock in the secondary market.

         Specifically, the penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document prepared by the Commission, which:

--       contains  a  description  of the nature and level of risk in the market
         for penny stocks in both public offerings and secondary trading;

--       contains  a  description  of the  broker's  or  dealer's  duties to the
         customer and of the rights and remedies  available to the customer with
         respect to a  violation  to such  duties or other  requirements  of the
         Securities Act of 1934, as amended;

--       contains a brief,  clear,  narrative  description  of a dealer  market,
         including "bid" and "ask" prices for penny stocks and the  significance
         of the spread between the bid and ask price;

--       contains a toll-free  telephone  number for  inquiries on  disciplinary
         actions;

--       defines  significant terms in the disclosure document or in the conduct
         of trading penny stocks; and

--       contains  such  other  information  and  is  in  such  form  (including
         language,  type,  size and format) as the SEC shall  require by rule or
         regulation;



                                       19
<PAGE>

         The broker-dealer also must provide, prior to effecting any transaction
in a penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;
     -    the compensation of the broker-dealer and its salesperson in the
          transaction;
     -    the number of shares to which such bid and ask prices apply,  or other
          comparable  information  relating  to the depth and  liquidity  of the
          market for such stock; and
     -    monthly  account  statements  showing  the market  value of each penny
          stock held in the customer's account.


         THE COMPANY  DOES NOT HAVE A FULL-TIME  CHIEF  FINANCIAL  OFFICER.  The
position of chief  financial  officer of the Company is filled by Howard Ullman,
the Chief  Executive  Officer and President of the Company.  Mr. Ullman does not
have prior experience as a chief financial officer.  The absence of a permanent,
full-time  chief  financial  officer  and the types of  financial  controls  and
procedures,  which will be required of public companies,  leave investors in our
common stock without these protections until they are remedied. We are searching
for a  qualified  part-time  chief  financial  officer on a  consultancy  basis,
however,  we  have  not  retained  a  long-term  chief  financial  officer.  The
responsibilities of the principal accounting and financial officer are currently
being  handled by Mr.  Ullman.  We have on our board of  directors  a  qualified
financial expert as described in the Sarbanes-Oxley Act.

         The Sarbanes-Oxley Act requires public companies to maintain disclosure
controls and procedures that are designed to ensure that information required to
be disclosed in reports  filed with the SEC is recorded,  processed,  summarized
and reported within the time required.  This includes controls and procedures to
ensure that such  information is  accumulated  and  communicated  to management,
including  the chief  executive and  financial  officers,  so as to allow timely
decisions regarding required disclosure of such information.  The Sarbanes-Oxley
Act also requires  documentation of internal control procedures,  remediation as
needed, and periodic testing of the controls. We are in the process of reviewing
our internal  controls with a view toward  documenting the required controls and
procedures  and adopting a testing plan.  This process is in the initial  stages
beginning with the review of  procurement  and inventory  functions.  We plan on
completing the documentation,  testing and remediation as required during fiscal
ear 2005 to be compliant under Section 404 of the Sarbanes-Oxley Act.


                                 USE OF PROCEEDS

            We will not receive proceeds from the Selling Shareholder's sales of
shares of Common Stock.

             MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     The stock is traded on the Over-the-Counter Bulletin Board under the symbol
"CHDT.OB".



                                       20
<PAGE>

     The  following  shows the high and low market  quotation for the shares for
the last three years.  Quotations reflect  inter-dealer  prices,  without retail
mark-up,  mark-down,  or commissions,  and do not necessarily  represent  actual
transactions.



                                      Low                     High


2005

Second Quarter                 $          0.01              $    0.02
First Quarter                  $          0.03              $    0.05

2004:

First Quarter 2004:            $          0.03              $    0.09
Second Quarter 2004:                      0.03                   0.08
Third Quarter 2004                        0.03                   0.07
Fourth Quarter                 $          0.04                   0.08

2003:

First Quarter                  $          0.01              $    0.01
Second Quarter                            0.05                   0.01
Third Quarter                             0.05                   0.02
Fourth Quarter                            0.09                   0.02

2002:

First Quarter                  $         0.030              $    0.06
Second Quarter                           0.030                   0.08
Third Quarter                            0.012                   0.05
Fourth Quarter                            0.08                   0.01

     The  Company  has  never  declared  or paid any cash  dividends.  It is the
present  policy of the  Company to retain  earnings  to  finance  the growth and
development  of the business  and,  therefore,  the Company does not  anticipate
paying dividends on its Common Stock in the foreseeable future.

         The known  number of  shareholders  of record of the  Company's  Common
Stock as of October 19, 2005 was approximately  300. The stock transfer agent is
Corporate  Stock  Transfer,  Inc.,  3200 Cherry  Creek Drive  South,  Suite 430,
Denver, Colorado 80209, Telephone (303) 282-4800, Fax (303) 282-5200.


                      MANAGEMENT'S DISCUSSION AND ANALYSIS,
                             AND PLAN OF OPERATIONS

     Factors that might cause such differences  include, but are not limited to,
our history of  unprofitability  and the uncertainty of our  profitability,  our
ability to develop and introduce new services and products,  the  uncertainty of
market  acceptance  of those  services or products,  our  potential  reliance on
collaborative  partners, our limited sales and marketing experience,  the highly
competitive industry in which we operate,  the impact of political,  economic or
trade  disputes  between the United States and China on our business and ability
to operate, general economic and business conditions, lack of adequate financing
or funding, turnover in senior management, and competition from competitors with
greater  resources  and  market  share -- some or all of which may be beyond our
ability to control.



                                       21
<PAGE>

         PLAN OF  OPERATIONS  - The  Company  was  organized  for the purpose of
creating a corporate  vehicle to seek,  investigate  and, if such  investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which  desire to seek  perceived  advantages  of a
publicly held corporation.

         The  Company  may  incur   significant   post-merger   or   acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent  sale. The Company will also incur  significant  legal and
accounting  costs in  connection  with the  acquisition  including  the costs of
preparing post- effective amendments,  Forms 8-K, agreements and related reports
and documents.

         While the Company believes that SDI will be able to generate sufficient
cash flow to pay for SDI's and the  Company's  direct  overhead  costs and, with
respect to SDI, its internal  planned  growth in fiscal year 2004,  SDI does not
generate  sufficient  cash  flow at this  time to fund an  acquisition  program,
development of new businesses (except ones requiring low start-up costs or which
are   complementary   to  the  Company's   current   low-overhead   distribution
operations).  The Company will not have  sufficient  funds (unless it is able to
raise funds in a private  placement or in  connection  with an  acquisition)  to
undertake any significant business development, or extensive marketing, in terms
of scope of campaign  and  geographical  reach,  of new  products.  Accordingly,
following the acquisition,  the Company will, in all likelihood,  be required to
either seek debt or equity  financing or obtain funding from third  parties,  in
exchange for which the Company may be required to give up a substantial  portion
of its  interest in the  acquired  product or to issue large number of shares of
its capital stock. There is no assurance that the Company will be able either to
obtain  additional  financing or interest third parties in providing funding for
the further development, marketing and manufacturing of any products acquired.

         RESULTS OF OPERATIONS - The Company had no  operations  during 2002. On
December 1, 2003, the Company acquired all of the issued and outstanding  shares
of common stock of Souvenir Direct,  Inc. ("SDI"), a private Florida corporation
engaged in the business of  distributing  to its customers  custom  manufactured
souvenir,  promotional  and gift  items  manufactured  in China.  The  financial
results  of SDI for the  year  ended  December  31,  2003  and the  period  from
September 9, 2002 (inception) to December 31, 2002, and the financial results of
SDI for the three and six months  ended June 30, 2004 and 2003 are  reflected in
the financial statements of this Report.

         Prior to the  spring  of 2002,  the  Company  was  engaged  in  systems
development,  the  development  of  customized  software  programs  for business
clients  and  in  value-added   reseller  of  computer   hardware  and  software
manufactured  by other  companies.  After the spring of 2002, the Company had no
business  operations.  Accordingly,  comparisons  with  prior  periods  are  not
meaningful.

            LIQUIDITY AND CAPITAL RESOURCES.  Historically,  the Company has not
generated  enough cash flow from  operations to cover its overhead costs and the
cost of growth.  The inadequacy of cash flow and the inability of the Company to
consistently obtain funding and ongoing funding on commercially reasonable terms
have  undermined  the former  business  operations of the Company and forced the
Company  to obtain  funding  from  management  and  through  the sale of Company
distributor  operation run by two persons,  with no inventory of any consequence


                                       22
<PAGE>

to finance and with the ability to grow without  extensive outlays of funds. The
Company is hoping that SDI will generate  enough cash flow to cover the overhead
costs of the Company and SDI and to fund the  expansion of SDI's  business.  Any
acquisitions  by the Company will most likely require third party funding of the
acquisition and the acquired  operations.  As a small business and a penny stock
company,  the Company will continue to face difficulty in obtaining financing or
funding on reasonable commercial terms and

         The Company  expects future  development and expansion will be financed
through cash flow from  operations and other forms of financing such as the sale
of  additional  equity and debt  securities,  capital  leases  and other  credit
facilities.  There are no assurances  that such  financing  will be available on
terms  acceptable  or  favorable to the  Company.  Further,  the increase in the
number of shares of common stock in the public markets may reduce the ability or
appeal of the Company to future sources of possible financing or funding.

         GOVERNMENT  REGULATIONS  - The  Company  is  subject  to all  pertinent
Federal, State, and Local laws governing its business. The Company is subject to
licensing  and   regulation  by  a  number  of   authorities  in  its  State  or
municipality.  These may  include  health,  safety,  and fire  regulations.  The
Company's  operations  are also  subject to Federal and State  minimum wage laws
governing such matters as working conditions and overtime.

            IMPACT OF INFLATION.  To date, the Company has not  experienced  any
significant  effect from  inflation.  The Company's major expenses have been the
cost of marketing its product lines to customers in North  America.  That effort
involves mostly Mr. Ullman  traveling to make direct marketing and sales pitches
to  customers  and  potential  customers  as well as showing the SDI products at
industry  trade shows  around North  America and visiting  China to maintain and
expand SDI's  distribution and  manufacturing  relationships  and channels.  The
Company  generally has been able to meet increase in costs by raising  prices of
its products.

            COUNTRY  RISK.  Almost all of the Company's  contract  manufacturing
operations and sources of products are located in China. As such, the Company is
subject to significant  risks not typically  faced by companies  operating in or
obtaining  products from North America and Western Europe.  Political,  economic
and trade  conflicts  between the United  States and China,  including  possible
conflict over North  Korea's  nuclear  weapons  program or the  independence  of
Taiwan,  could severely hinder the ability of the Company to obtain products and
fill customer orders from the Company's current Chinese  manufacturing  sources.
Further,  Chinese  commercial law is still  evolving to  accommodate  increasing
capitalism in Chinese society,  especially in terms of commercial  relationships
and dealings with foreign companies,  and can be unpredictable in application or
principal.  The same unpredictability exists with respect to the central Chinese
government,  which can  unilaterally and without prior warning impose new legal,
economic  and  commercial  laws,  policies  and  procedures.   This  element  of
unpredictability heightens the risk of doing business in China.

            China is also under international  pressure to value its currency in
a manner that would  increase the value of Chinese  currency in respect of other
world  currencies  and thereby  increase the cost of Chinese  goods in the world
market.  The Company does not believe that such  revaluation of Chinese currency
would  adversely  impact  its  business  because of the  low-cost  nature of the
Company's  products and the fact that U.S. dollars is the currency of use in all
of the Company's commercial transactions.




                                       23
<PAGE>

                                   MANAGEMENT

DIRECTORS AND OFFICERS

     The officers and  directors of the Company  during fiscal year 2004 and the
first fiscal  quarter of 2005 are listed  below.  Directors  are elected to hold
office until the next annual meeting of shareholders  and until their successors
are elected or appointed and  qualified.  Officers are appointed by the board of
directors  until a successor  is elected  and  qualified  or until  resignation,
removal or death.


DIRECTOR'S                                   DIRECTOR
NAME             AGE     OFFICE       SINCE  TERM EXPIRES



Howard Ullman   46    Chief Executive  2003   As director
                      President and           2006 annual
                      Chairman of the         meeting;  As an officer, 5 year
                      Board                   employment
                                              agreement 2004-2009

Jeffrey Postal  47    Director         2004   2006 annual
meeting
Laurie Holtz    71    Director         2004   2006 annual meeting
Susan Xu*       40    Director         2005   2006 annual meeting
Lorenzo
   Lamadrid     53    Director         2005   2006 annual meeting
Cora Wong       63    Director         2004   -resigned - served
                                              February 2004 till January 6, 2005
-------------------
*  Accepted appointment to Board to fill an existing vacancy

         Set forth below is certain biographical information, present occupation
and business  experience  for the past five years of each director and executive
officer of the Company.

        Officers of the Company are appointed by the Board of Directors and hold
office until their  successors  are chosen and  qualified,  until their death or
until they resign or have been removed from office. All corporate officers serve
at the discretion of the Board of Directors.

            HOWARD ULLMAN is the Chief Executive Officer, President and Chairman
of the Board of Directors  since  December 1, 2003. He served as President and a
Director of the Company until  resigning  from those offices on October 27, 2003
in order to avoid  any  potential  conflicts  of  interest  during  negotiations
between the Company and Mr.  Ullman's SDI. He has spent the last seventeen years
in the souvenir,  gift and promotional  market with China. He founded,  operated
and successfully  sold (1) Magnet World, an overseas magnet  retailer,  in 2000.
During 1984, Mr. Ullman moved American magnet technology to China to establish a
successful  joint venture  manufacturing  company in the  Ghangzhou  province of
China that has sold more than 200 million  magnets to more than 400 large volume
buyers in over 75 countries.  In 1997, he launched China Direct Trading  Company
to leverage his Far East  supplier  network and to broaden his product line into
thousands of customized gift items ranging from mugs, key chains,  and glassware
to hats and lapel pins.  Mr.  Ullman has owned and  operated  companies on every
level of the supply chain in these industries.  Mr. Ullman earned his Bachelor's
degree in Economics from Tulane University in 1982.



                                       24
<PAGE>

            LAURIE  HOLTZ is a certified  public  accountant  practicing  in the
greater  Miami,  Florida  region for over 30 years.  Mr.  Holtz was a pioneer in
development  of forensic  accounting  and has worked as a forensic  auditor in a
number of cases over the years. He is the  father-in-law  of Howard Ullman.  Mr.
Holtz has served on the Board of Directors since January 2004.

            JEFFREY  POSTAL is a businessman  and dentist in the Miami,  Florida
region. Mr. Postal owns or founded:  Sportacular Art, a company that is licensed
by the NFL, MLB and NHL to design and manufacture  sports memorabilia for retail
distribution in the U.S.; Weston Sports Management, which arranges appearance of
athletes  at major  retail  companies  around the  country;  DJP  Consulting,  a
marketing  consulting  company servicing  companies  conducting  business on the
Internet;  and DataStream Card Services,  which provides  billing  solutions for
companies  conducting business on the Internet.  He is also the principal of two
dental  treatment  cents,  one being one of the largest  cranio-facial  pain and
trauma centers in the State of Florida.  He has served on the Board of Directors
since January 2004. Mr. Postal received a DMD from Temple University in 1984.

         LORENZO C.  LAMADRID.  Mr.  Lamadrid  was  appointed  as a director  on
January 6, 2005.  Mr.  Lamadrid  is Managing  Director of the Globe  Development
Group,  LLC, a firm that  specializes in the development of large-scale  energy,
power  generation,  transportation  and  infrastructure  projects  in China  and
provides  business  advisory services and investments with a particular focus on
China. Mr. Lamadrid is also a member of the International Advisory Board and the
Executive Committee of Sirocco Aerospace, an international aircraft manufacturer
and marketer.  Additionally  Mr. Lamadrid is a Director and founding  partner of
the  Fairchild  Capital  Group,  a firm  specializing  in basic  industries  and
infrastructure investments in China.

         Mr.  Lamadrid was  President and Chief  Executive  Officer of Arthur D.
Little,  Inc.  based in Cambridge,  MA.  Before  joining  Arthur D. Little,  Mr.
Lamadrid was President of Western Resources International, Inc., a subsidiary of
Western  Resources,  Inc., and Managing Director of The Wing Group, a subsidiary
of Western  Resources  that develops  large-scale  international  electric power
projects.

         Prior to joining Western  Resources,  Mr. Lamadrid was a Vice President
at General Electric Company  Aerospace,  a $5.5 billion  business,  where he was
responsible for  International  Operations ($1.2 billion in revenues),  domestic
marketing and business  development  activities  ($4.3 billion in commercial and
government revenues),  and strategy development for the overall Aerospace Group.
During his tenure, he led the turnaround of GE's international  operations,  led
the  transformation  of the group into a global  business,  and  capitalized  on
hidden technology capabilities through highly profitable new commercial business
activities internationally.

         While at GE, Mr.  Lamadrid also served as Corporate Staff Executive for
strategic planning and business development.  Working closely with the office of
the CEO (early in Jack  Welch's  tenure as  Chairman),  he was  responsible  for
strategy  development  in  GE's  international  operations,  as  well as for the
company's overall international  corporate strategy. Mr. Lamadrid also served on
the Board of Directors of the General Electric Trading Company, GE/RCA Licensing
Operation,   Toshiba   Electronic   Systems  Company  (Japan),   Ltd.,  and  the


                                       25
<PAGE>

Philadelphia World Affairs Council. Before joining GE, Mr. Lamadrid was a Senior
Manager at The Boston  Consulting  Group. He was also a founding investor of the
Boston Beer Company (brand name "Samuel Adams").  "Samuel Adams" is a registered
trademark of the Boston Beer Company.

         Mr. Lamadrid graduated magna cum laude with a dual bachelor's degree in
Chemical Engineering and Administrative Sciences from Yale University, earned an
M.S. in Chemical Engineering from the Massachusetts Institute of Technology, and
an M.B.A. from the Harvard Business School.

            SUSAN XU was appointed to Company's Board of Directors on January 6,
2005.  She was  previously a director of the Company from January 14, 2000 until
December 4, 2003.  She  resigned on December 4, 2003 from the  Company's  Board.
There  were no  disputes  between  Ms.  Xu and the  Company  at the  time of her
resignation.  She  graduated  in 1983  with  Bachelors  degree  in from Yan Jing
Overseas   Chinese   University.   She  is  currently  the  general  manager  of
Asia-European  Bridge  Corporation,  Ltd. This firm specializes in international
business  transactions  primarily  in the high  technology  sector.  Ms. Xu also
provides  consulting to foreign businesses seeking to do business in the Chinese
market.


FORMER DIRECTORS AND OFFICERS

         CORA WONG.  Ms. Wong  resigned as a director on January 6, 2005 because
her new employer prohibited service as a director on other company's boards.

            On September 27, 2005,  the Company  engaged Ms. Wong as an agent to
handle the development of the Company marketing,  sales and distribution efforts
in China for Chinese-made generators.

BOARD MEETINGS AND COMMITTEES

         The  Directors  and  Officers  will not receive  remuneration  from the
Company until a subsequent  offering has been  successfully  completed,  or cash
flow from  operating  permits,  all in the discretion of the Board of Directors.
Directors may be paid their  expenses,  if any, of attendance at such meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment shall  preclude any Director from serving the  Corporation  in any other
capacity and receiving  compensation  therefor. No compensation has been paid to
the  Directors.  The Board of Directors may designate  from among its members an
executive committee and one or more other committees.

       The Board of Directors approved the formation of a compensation Committee
in December  2004 in order to oversee the  Company's  compensation  policies and
practices and to oversee the Company sole stock benefit plan.  The  Compensation
Committee  was  organized  in April 2005 and the  current  members  are  Lorenzo
Lamadrid as a voting director member and Paul Richter,  as a non-voting advisor.
The first meeting of the Compensation  Committee is scheduled for the first week
in July 2005 to make up for the initial committee meeting that was scheduled for
the end of March 2005, but postponed.






                                       26
<PAGE>

CODE OF ETHICS

     The company has adopted a Code of Ethics. A copy of the Code of Ethics will
be provided to any person,  without charge,  upon written  request  addressed to
Howard  Ullman,  Chief  Executive  Officer and  President,  China Direct Trading
Corporation, 10400 Griffin Road, Suite 109 Cooper City, Florida 33328, Telephone
(954) 252-3440, Fax: (954) 252-3442.

DIRECTOR AND EXECUTIVE COMPENSATION

            Directors  do not receive any cash  compensation.  We have adopted a
2005 Equity Plan, which provides for grants of options to directors.

            Each of our present  directors  who is also an employee  receives no
additional  compensation  for  acting as a director  or  attending  meetings  of
directors.  In the past, the company has not compensated outside  (non-employee)
directors for service but has  reimbursed  them for travel costs to attend Board
meetings.

         As of September  11, 2005,  the Company had only two  officers:  Howard
Ullman,  Chief  Executive  Officer,  President  and  Chairman  of the  Board  of
Directors; and Andrea Maragh, Corporate Secretary. Mr. Ullman's annual salary of
$200,000 is being  deferred  until the Company has a greater  positive cash flow
and can afford to pay Mr.  Ullman's  salary.  The Company  will issue  shares of
restricted Common Stock in lieu of cash compensation for Mr. Ullman based on the
then-current  market value of the Common Stock. No other officer makes more than
$30,000.  On September 6, 2005,  the Company issued  6,250,000  shares of Common
Stock to Mr.  Ullman in lieu of one-half of his 2005 salary as a senior  officer
of the Company.  These shares were valued at $0.015 for purposes of  determining
the number of shares to issue.

            The   following   table  shows   selected   information   about  the
compensation  paid or accrued to or for the  account of  executive  officers  in
2004,  2003,  and 2002 for services,  and bonuses  rendered in all capacities in
those  years.  In 2004,  2003 and 2002,  the Company had one  executive  officer
(Howard Ullman).

            The Company entered into an employment  agreement with Mr. Ullman on
April 22, 2004. Under the proposed employment agreement,  Mr. Ullman is entitled
to an annual  base  salary of  $200,000,  which  compensation  has been and will
continue to be delayed or paid in shares of the company  common  stock until the
cash flow can regularly  support payment of Mr. Ullman's base salary.  No salary
has been paid to Mr. Ullman to date.  Mr.  Ullman's  employment  agreement has a
"change of control" or "golden  parachute  provision"  which  provides  that Mr.
Ullman  will  receive as  severance  pay a single  lump-sum  of that amount that
equals 2.99  multiplied by his then current  annual base salary in the event his
employment is  terminated  as a result of a change of control of the company.  A
change of control  exists if the  company  sells or issues  more than 30% of its
outstanding  shares  of  common  stock  to a  person  who is not at the  time an
officer,  director  or  holder of more than 10% of the  issued  and  outstanding
shares of common stock. The "change of control" provision plan.

            Stock  Option   Plans.   The   Company's   Board  of  Directors  and
shareholders  holding  75% of the  issued and  outstanding  shares of the Common
Stock approved the following  stock option plans by written consent in lieu of a
shareholders meeting in April 2005.

         2005  Consultants  and Legal  Services  Plan. As a company with limited
resources and cash flow, the Company cannot afford to pay cash  compensation  to
investor relations firms and lawyers that is required to implement the Company's


                                       27
<PAGE>

plans to eliminate all of the debts and claims of its  predecessor,  CBQ,  Inc.,
and increase the markets' and investors' awareness of CHDT. All of these efforts
are designed to enhance Company  shareholders'  value. The Company believes that
the Plan will enhance  shareholders'  value by allowing the Company to use stock
options  and  stock  grants  to pay for  certain  investor  relations  and legal
services  instead of cash,  which cash is needed to fund the  operations  of the
Company.  Ten million  (10,000,000) shares of Company Common Stock are available
for issuance under the Plan.

         The  purposes  of the  Plan  are  to  obtain  services  for  CHDT  from
independent  contractors  and  professional  advisors  for  services  at reduced
compensation or at rates and/or on terms that are otherwise negotiated favorably
to CHDT by paying their fees or retainers in the form of shares of the Company's
Common Stock.

         Under the Plan,  the Company may grant shares of  restricted  shares of
the Company's Common Stock to qualified participants, who are typically investor
relations  professionals  that are helping to promote the Company and its common
stock to securities  professionals,  institutional investors,  market makers and
business  media as well as pay for certain  legal  services that are incurred by
the Company in  resolving  legal  disputes  or lawsuits  filed by the Company to
protect its rights.

         Under the Plan,  "Independent  Contractors"  means certain third party,
including both  individuals  and companies,  that are neither  directors nor key
employees  of  CHDT,  and  who  provide  certain  services  to  CHDT.  Qualified
"Participants"  shall  mean  professional  advisors,  consultants,   independent
contractors  and  suppliers of the Company and any of its  subsidiaries,  as the
Board in its sole discretion determines to be significantly  responsible for the
success and future  growth and  profitability  of the Company and whom the Board
may designate  from time to time to receive shares of Company Common Stock under
the Plan.

         The Plan was  unanimously  approved by the Company's Board of Directors
on April 11,  2005 and was  approved  by the  holders  of 75% of the  issued and
outstanding   shares  of  Common  Stock  entitled  to  vote  thereon  ("Majority
Shareholder Action") on April 28, 2005.

         The above summary of the Plan is qualified in its entirety by reference
to the Plan,  which is  attached as Exhibit  One to the  Definitive  Information
Statement filed with the Commission on April 29, 2005.

         2005 Equity Plan. The 2005 Equity Plan ("Equity  Plan") was unanimously
approved  by the  Company's  Board of  Directors  on April  11,  2005 and by the
Majority  Shareholder  Action on April 22, 2005. Twenty Million shares of Common
Stock are reserved for issuance under the Equity Plan.

         The purpose of the Plan is to provide incentives to attract, retain and
motivate  eligible  persons  whose  present  and  potential   contributions  are
important to the success of the Company and its subsidiaries by offering them an
opportunity to participate in the Company's future performance through awards of
Options,  Restricted Stock, Stock Bonuses,  Stock Appreciation Rights (SARs) and
Restricted Stock Units.  All capitalized  terms are defined in the Equity Plan's
appendix,  which  Equity Plan and  appendix  with  definitions  are  attached as
Exhibit Two to this Information Statement.



                                       28
<PAGE>

         Eligible  Participants  in the Equity Plan.  Incentive  stock  options,
which have  certain tax  advantages,  or "ISOs" may be granted only to employees
(including officers and directors who are also employees) of the Company or of a
subsidiary.   All  other  stock  option,   restricted  stock  grants  and  other
stock-based  awards under the Equity Plan ("Awards") may be granted to employees
(including  officers  and  directors  who are  also  employees),  directors  and
professional  advisors,  consultants of the Company or any subsidiary;  provided
that such consultants, contractors and advisors render bona fide services not in
connection  with  the  offer  and  sale  of  securities  in  a   capital-raising
transaction.  The Compensation  Committee of the Company's Board of Directors or
its designee will from time to time  determine and designate  among the eligible
persons who will be granted one or more Awards  under the Equity  Plan. A person
may be granted  more than one Award under the Equity  Plan.  However,  no person
will be eligible to receive more than  2,000,000  Shares  issuable  under Awards
granted in any calendar  year,  other than new  employees of the Company or of a
Subsidiary  (including  new employees who are also officers and directors of the
Company  or any  Subsidiary),  who are  eligible  to  receive up to a maximum of
3,000,000  Shares  issuable  under Awards  granted in the calendar year in which
they commence their employment.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION
------------------------------------------------------------------------------------------------------



Name &                 Fiscal                    Salary             Bonus                Other
Principal              Yr. Ended                 (US$)              (US$)                 Annual
Position                                                                                  Compensation
------------------------------------------------------------------------------------

<S>                    <C>                   <C>                    <C>                    <C>
Howard Ullman          2004                  $200,000(1)            $-0-                  -0-
Chief Executive        2003 (2)              $ N/A                  $-0-                  -0-

Officer, President     2002 (3)              $ N/A                   N/A                  N/A
Chairman of the
Board

Bart Fisher (4)        2004 (3)              N/A                    N/A                   N/A
Chief Executive        2003 (3)              N/A                    N/A                   N/A
Officer, President     2002                  $-0-                   $-0-                  $-0-
-------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                   STOCK OPTIONS AND STOCK-BASED COMPENSATION

<S>                    <C>                   <C>                    <C>                     <C>           <C>
Howard Ullman          2004                  1,975,000              $-0-                    $-0-          $-0-
Chief Exec.            2003                  -0-                    $-0-                    $-0-          $-0-
Officer,               2002 (3)              N/A                    N/A                     N/A           N/A
President and
Chairman of  the
Board


Andrea Maragh          2004                  -0-                    10,000                $-0-            $-0-
Secretary                                                           shares Series A
                                                                    Preferred Stock
                       2003 (3)              N/A                    N/A                    N/A             N/A
                       2002 (3)              N/A                    N/A                    N/A             N/A

Bart Fisher            2004 (3)              N/A                    N/A                    N/A             N/A
Chief Executive        2003 (3)              N/A                    N/A                    N/A             N/A
Officer and            2002 (3)              -0-                    $-0-                   $-0-            $-0-
President
--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       29
<PAGE>

FOOTNOTES
(1)      Annual Base Salary.  Most of Mr.  Ullman's  annual base salary has been
         deferred until the company has sufficient cash flow to pay Mr. Ullman's
         annual base salary in cash from operations.  Mr. Ullman is scheduled to
         receive  approximately  8 million shares of Common Stock in lieu of his
         2004 annual salary. On September 6, 2005, Mr. Ullman received 6,250,000
         shares of Common Stock in lieu of one half of his 2005 annual salary.
(2)      Mr. Ullman  received no compensation  for services  rendered in 2003 to
         the Company and none was accrued or deferred on his behalf.
(3)      Person was not employed by the company in the year or years specified.
(4)      Ms.  Maragh  received  10,000  restricted  shares of Series A Preferred
         Stock as a bonus.  The shares of preferred stock are  convertible  into
         common stock at a ratio of one share of  preferred  stock to 100 shares
         of Company common stock.
     (5) Mr. Fisher was Chief Executive Officer and President in 2002.

                           AGREEMENTS WITH CONSULTANTS

     We enter into short-term  contracts with independent  contractors from time
to time to provide public relations,  investor  relations or business  promotion
services.  Such  agreements  are typically  three to six moths in duration,  pay
between $2,500 and $10,000 in cash  consideration  for services  rendered to the
company and may provide for issuing restricted shares of company common stock to
pay for the consulting services.  Often, the Company pays the fees in restricted
shares of Common Stock in order to conserve cash flow from operations.


               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                   MANAGEMENT AND RELATED STOCKHOLDER MATTERS


     The  following  table  sets  forth  certain  information  about  beneficial
ownership  of our common  stock as of October  19,  2005,  by each  officer  and
director,  by any  person or group who is known by us to own more than 5% of our
common  stock,  and by the officers  and  directors  as a group.  The  ownership
information  for officers and  directors is based on the Forms 3 and 4 they have
filed with the Securities and Exchange  Commission  pursuant to section 16(a) of
the Securities  Exchange Act of 1934. Based on the Forms 3 and 4, the beneficial
owners  have sole  voting and  dispositive  power with  respect to their  shares
except as otherwise noted.

     The  number  of shares  shown as owned by the  individual  includes  shares
issuable on exercise of any options and warrants he holds.  The  percentage  for
each  person  has  been  determined  by  dividing  (x) the  shares  owned by the
individual  plus the shares the person has the right to acquire on  exercise  of
options and warrants by (y) the  555,621,087  shares  outstanding at October 19,
2005,  plus for each person with options and warrants,  the number of shares the
person has the right to acquire on exercise  thereof.  The shares shown as owned
by officers and directors as a group includes shares issuable on exercise of the
options and warrants,  and the percentage of shares shown as owned by that group
has been determined as if all of those options and warrants had been exercised.



                                       30
<PAGE>

<TABLE>
<CAPTION>
                              AMOUNT AND NATURE OF
                           BENEFICIAL OWNERSHIP(1)(2)
                  --------------------------------------------
                                  NUMBER OF              PERCENT        NUMBER OF        PERCENT
NAME OF BENEFICIAL                COMMON SHARES          OF CLASS       PREFERRED        OF
OWNER                                                                   SHARES           CLASS
-----------------------------     -----------           ----------      ---------        ---------
<S>                               <C>                   <C>             <C>              <C>
Howard Ullman (3)                 301,773,870           54%                -0-              --


Laurie Holtz (3)                    3,295,000           *                  -0-
--

Lorenzo Lamadrid                    5,000,000           *                  -0-              --

Jeffrey Postal(4)                   1,000,000           *                  -0-              0%

Cora Wong (4)                       1,000,000           *                  -0-              0%

Bart S. and Margaret
Fisher (5)                         84,080,000           15%                -0-             15%

All directors and executive
officers as a group, including
persons named above (4 persons)   312,068,870           56%                -0-              0%
----------------------------
</TABLE>
*        Less than 1 Percent

(1)  Except as set forth  above and based  solely  upon  reports  of  beneficial
ownership required to be filed with the Securities and Exchange  Commission (the
"Commission")  pursuant to Rule 13d-1 under the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  we do not  believe  that any other  person
beneficially  owned,  as of October 7, 2005,  greater than 5% of the outstanding
Common Stock. Mr. Ullman's  ownership  includes  approximately  6,250,000 shares
issued to him by the Company on  September  6, 2005,  in lieu of one-half of his
2005 annual cash salary.
(2) Unless  otherwise  noted, the indicated owner has sole voting power and sole
investment  power. (3) Total includes  1,975,000 shares of common stock that Mr.
Ullman can  purchase  under a warrant,  dated  November  11, 2001 and  1,000,000
shares that he can purchase under a warrant, dated July 20, 2004. Exercise price
is five  cents  per share and three  cents per share  respectively.  Total  also
includes  78,500  shares of common  stock  held  jointly  by Mr.  Ullman and his
spouse,  and 17,000  shares of common  stock owned by his spouse and held in IRA
account.
(4) Total  includes  1,000,000  shares that can be purchased  upon exercise of a
warrant,  dated July 20,  2004.  (5) Bart Fisher  beneficially  owns  40,925,000
shares in his own name and Margaret Fisher,  his wife, owns 43,925,000 shares in
her own name. In light of their spousal relationship,  each one may be deemed an
owner of the other's shares for reporting purposes in this prospectus.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            With the  exception  of  Lorenzo  Lamadrid  and Cora Wong (Ms.  Wong
resigned as a director in January  2005),  the current  directors of the company
are either related to or are business associates of Howard Ullman, the principal
shareholder, Chief Executive Officer, President and Chairman of the Board of the
Company and SDI.  Laurie  Holtz,  a  director,  is the  father-in-law  of Howard
Ullman. Jeffrey Postal is a business associate of Howard Ullman.



                                       31
<PAGE>

                       LOANS OWED TO OFFICER AND DIRECTORS

            CPF was  organized on February 20, 2004 with the company  owning 40%
of the issued and outstanding Membership Interests and Howard Ullman, Cora Wong,
Bart S.  Fisher,  a principal  shareholder  of the  company and a former  senior
officer and director of the company,  and Jeffrey  Postal each owning 15% of the
remaining 60% of CPF Membership  Interests.  On September 13, 2004,  each of the
non-company,  individual members of CPF exchanged their CPF Membership Interests
for a promissory  note in the principal  amount of $5,000,  which was the amount
invested  by each  individual  CPF  members  for  all of  their  CPF  membership
interests.  Each promissory note provides for 12 equal  installment  payments of
principal and accrued  interest (at 6.5% per annum) by CPF,  commencing  January
2005 and ending  December  2005.  The  promissory  notes are not  secured by any
collateral. The individual, former members of CPF exchanged their CPF membership
interests for the promissory  notes in order to avoid any potential  conflict of
interest or  allegations  of self dealing,  especially  since each of the former
natural  persons  was  either a director  and  officer,  a director  or a 10% or
greater owner of company common shares.  The individuals will receive fees based
on services  rendered in any  transaction  or deal that produces  revenue or any
form of consideration for the company or CPF and will receive said fees from the
revenues or consideration received from said transactions or deals.


                               SELLING SHAREHOLDER

     This  prospectus  covers  the  resale of up to  1,738,718  shares of Common
Stock.  The  Selling  Shareholder  may  sell  the  shares  from  time to time in
negotiated of sale at prevailing  market prices,  or at negotiated  prices.  See
"Plan of Distribution." The Selling  Shareholders may offer shares for sale on a
continuous basis pursuant to rule 415 under the 1933 Act.

     Information   in  the  table  has  been  provided  to  us  by  the  selling
shareholders.  All numbers of shares owned, and percentage ownership, are stated
on a pro forma basis to include,  for each person as  applicable,  the number of
shares owned and shares issuable under warrants or options.

<TABLE>
<CAPTION>
                               SELLING SHAREHOLDER
------------------------------------------------------------------------------------------------------------------

NAME AND                  NUMBER OF                  NUMBER OF     % OF OWNERSHIP       NUMBER       % OF SHARES
ADDRESS OF                SHARES                     SHARES        PRIOR TO OFFERING    OF HSARES    OWNED AFTER
SELLING                   BENEFICIALLY               BEING         OF SHARES            AFTER        OFFERING
SHAREHOLDER               OWNED PRIOR TO OFFERING    OFFERED                            OFFERING

-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                        <C>           <C>                  <C>          <C>
ERIC DELARUE(5)
6945 N.W. 6TH CT.
MARGATE, FLORIDA  33063   100,000                    100,000       LESS THAN 1%         -0-          LESS THAN 1%

DAVID HARRIS, (1)(2)      240,000                    240,000       LESS THAN 1%         -0-          LESS THAN 1%
ATTORNEY
3669 POINCIANA AVE.
SUITE 3A
COCONUT GROVE,
FLORIDA 33133

TRANSMEDIA.COM (1)(3)     810,000                    810,000       LESS THAN 1%         -0-          LESS THAN 1%
240 WEST PALMETTO
PARK ROAD
SUITE 300
BOCA RATON,
FLORIDA 33432

PAUL W. RICHTER (1)(4)    633,198                    588,718       LESS THAN 1%         44,480       LESS THAN 1%
ATTORNEY
7759 DESIREE STREET
ALEXANDRIA,
VIRGINIA 22315

TOTAL:                  1,783,198                  1,738,718       LESS THAN 1%         44,480       LESS THAN 1%
----------------------------
</TABLE>


                                       32
<PAGE>

(1) Assumes sale of all shares offered.
(2) Stock issued for legal services issued for legal services  performed in 2005
as  defense  counsel  in a civil  lawsuit  against  the  Company  over a service
contract,  totaling  $8,000.  (3) Stock issued for investor and public relations
work for the  Company  in 2005,  totaling  $30,000.  (4) Stock  issued for legal
services  performed  under a contract in 2004 and 2005,  totaling  $22,960.  (5)
Stock  issued  for sales work as  independent  contractor  in 2005 in  generator
sales, totaling $3,900.


            Resale  of  the  shares   owned  or  to  be  owned  by  the  selling
shareholders  is  registered  under  rule  415 of the  Securities  and  Exchange
Commission, concerning delayed and continuous offers and sales of securities. In
regard to the offer and sale of such shares,  we have made certain  undertakings
in Part II of the  registration  statement of which this  prospectus is part, by
which, in general,  we have committed to keep this prospectus current during any
period  in which  the  Selling  Shareholder  make  offers  to sell  the  covered
securities pursuant to Rule 415.

                              PLAN OF DISTRIBUTION

     The  Selling   Shareholder  and  any  of  their  pledgees,   assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of common stock on any stock exchange,  market or trading  facility on which the
shares are traded or in private transactions. These sales may be at fixed or one
or more of the following methods when selling shares:

>>       ordinary   brokerage   transactions   and  transactions  in  which  the
         broker-dealer solicits purchasers;
>>       block trades in which the broker-dealer will attempt to sell the shares
         as  agent  but may  position  and  resell  a  portion  of the  block as
         principal to facilitate the transaction;
>>       purchases  by  a   broker-dealer   as  principal   and  resale  by  the
         broker-dealer  for  its  account;
>>       an exchange distribution in accordance with the rules of the applicable
         exchange
>>       privately negotiated transactions;
>>       settlement  of  short  sales  entered  into  after  the  date  of  this
         prospectus  (a short sale occurs when shares,  not owned by the seller,
         are  sold in hopes of a  decline  in  market  price so the  seller  can
         purchase  in the  market  at a lower  price to be able to  deliver  the
         shares sold);
>>       broker-dealers  may  agree  with  the  selling  stockholders  to sell a
         specified number of such shares at a stipulated price per share;
>>       through  the  writing  or   settlement  of  options  or  other  hedging
         transactions, whether through an options exchange or otherwise;
>>       a combination of any such methods of sale; or
>>       any other method permitted pursuant to applicable law.
>>       The selling  shareholders may also sell shares under Rule 144 under the
         1933 Act, if available, rather than under this prospectus.




                                       33
<PAGE>

            Broker-dealers  engaged by the selling  shareholders may arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the selling shareholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated.  The  selling  shareholders  do not  expect  these  commissions  and
discounts  to exceed what is customary  in the types of  transactions  involved.
Broker-dealers  may  agree  to  sell a  specified  number  of such  shares  at a
stipulated price per share, and, to he extent such broker-dealer is unable to do
so,  acting as agent for a selling  shareholder,  to purchase as  principal  any
unsold  shares at the price  required to fulfill the  broker-dealer  commitment.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in  transactions,  which may involve  block  transactions  and
sales to and through other broker-dealers,  including transactions of the nature
described above, in the  over-the-counter  markets or otherwise at prices and on
terms  then  prevailing  at the time of sale,  at  prices  than  related  to the
then-current  market price,  or in negotiated  transactions.  In connection with
such  resales,  broker-dealers  may pay to or receive from the  purchasers  such
share commissions as described above.

            In  connection  with  the  sale of our  common  stock  or  interests
therein,  the selling  shareholders  may enter into  hedging  transactions  with
broker-dealers  or other  financial  institutions,  which may in turn  engage in
short  sales of the common  stock in the course of hedging  the  positions  they
assume.  The  Selling  Shareholder  may also sell  shares  short and deliver the
shares to close out their short positions, or loan or pledge the common stock to
broker-dealers that in turn may sell these securities.  The selling shareholders
may also enter into option or other  transactions  with  broker-dealers or other
financial  institutions,  or  create  one or more  derivative  securities  which
require the delivery to such  broker-dealer  or other  financial  institution of
shares  offered by this  prospectus,  which shares such  broker-dealer  or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).

     The selling  shareholders  may also may transfer the shares of common stock
in  other  circumstances,  in  which  case the  transferees,  pledgees  or other
successors  in interest  will be the selling  beneficial  owners for purposes of
this prospectus.

     The selling  shareholder and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the 1933 Act in  connection  with such  sales.  In such event,  any  commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the 1933 Act. The Selling  Shareholder have informed the company
that none of them have any agreement or  understanding,  directly or indirectly,
with any person to distribute the common stock.

     The Company has agreed to pay all fees and expenses incurred by the company
incident to the registration of the shares.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the shares will be sold in such  jurisdictions,  if required,  only
through  registered  or licensed  brokers or dealers.  In  addition,  in certain
states the shares may not be sold  unless  the shares  have been  registered  or
qualified  for  sale  in  such  state  or  an  exemption  from  registration  or
qualification is available.




                                       34
<PAGE>

                        DILUTION OF EXISTING SHAREHOLERS

DILUTION TO NEW INVESTORS

         We have a net tangible  book value of  ($600,587)  or  ($0.001081)  per
share. Pro Forma net tangible book value per share represents our total tangible
assets less our total liabilities  divided by the number of shares of our common
stock outstanding.

         Pro forma net tangible  book value  dilution per share  represents  the
difference  between the amount paid per share by  purchasers  of common stock in
this  offering  and the pro forma net  tangible  book  value per share of common
stock as adjusted to give effect to this offering.  If all 1,738,718  shares are
issued, there would be a total of 555,621,087 shares issued and outstanding.  If
the maximum  1,738,718  shares are issued,  the net  proceeds to us would be $0,
since the  shares  being  sold are all held by  third-parties,  and are  already
outstanding.  After deducting  offering costs of $8,000, net tangible book value
would be ($608,587).  Dividing our net worth by the number of shares outstanding
discloses  a per  share  book  value of  approximately  ($0.001095)  per  share.
Therefore,  the shareholders who are issued shares for services  pursuant to the
offering will suffer an immediate  dilution in the book value of their shares of
approximately  $0.037905,  or approximately  97.19% and the present shareholders
will receive an immediate  book value  decrease of  approximately  $0.000014 per
share.

         The  following  table  sets  forth   information  on  dilution  to  new
shareholders  presuming  100%  of  the  offering  sold  (maximum  proceeds)  and
presuming 60% of the offering is sold (minimum proceeds):

<TABLE>
<CAPTION>
                                                            100%                60%
                                                     ---------------------------------------
<S>                                                  <C>                 <C>
Initial public offering price per share              $         0.039000  $         0.039000
Net tangible book value after offering                       $(608,587)          $(608,587)
Net tangible book value per share before offering    $       (0.001081)  $       (0.001081)
Net tangible book value per share after offering     $       (0.001095)  $       (0.001095)
Decrease of net tangible book value after offering   $         0.000014  $         0.000014
Dilution per share to new shareholders               $         0.037905  $         0.037905
Decrease to current shareholders                     $         0.000014  $         0.000014
Percentage of dilution to new investors                          97.19%              97.19%
</TABLE>


                            DESCRIPTION OF SECURITIES

COMMON STOCK

     We are authorized to issue  600,000,000  shares of common stock ($.0001 par
value).  As of October 19,  2005,  the Company had  555,621,087  shares of Stock
issued and  outstanding.  The Company is  disputing  the  issuance of 30 million
shares of Stock to principal shareholders of

        Holders  of  common  stock  are  entitled  to one vote per share on each
matter submitted to a vote at any meeting of shareholders.  Cumulative voting is
not permitted in elections of directors or otherwise.  The presence in person or
by proxy  of the  holders  of a  majority  of the  outstanding  common  stock is
required to  constitute  a quorum at any  shareholders  meeting.  If a quorum is
present,  proposals  are passed if  approved by the holders of a majority of the
votes present,  except for substantive corporate matters (such as a merger, sale
of assets or  amendment  to articles of  incorporation,  which  matters  must be
approved by the holders of a majority of outstanding  shares under Florida law).
A minimum  of 10 days'  prior  written  notice is  required  to be given for any
shareholders meeting.



                                       35
<PAGE>

     Our board of directors has authority,  without action by the  shareholders,
to issue all or any  portion of the  authorized  but  unissued  shares of common
stock, which would reduce the percentage  ownership of its present  shareholders
and which may dilute the book value of the common stock.

     Shareholders  have no pre-emptive  rights to acquire  additional  shares of
common  stock.  The common  stock is not  subject to  redemption  and carries no
subscription or conversion  rights.  In the event of liquidation,  the shares of
common  stock  are  entitled  to  share   equally  in  corporate   assets  after
satisfaction of all liabilities.

     Holders of common stock are entitled to receive such dividends as the board
of directors  may from time to time declare out of funds  legally  available for
the payment of  dividends.  We have not paid  dividends and do not intend to pay
dividends in the foreseeable future.

PREFERRED STOCK

     We are authorized to issue  100,000,000  shares of serial  preferred  stock
($.001 par value).  The board of directors has authority,  without action by the
shareholders,  to issue  preferred  stock in one or more series and to determine
the voting  rights,  preferences  as to dividends  and  liquidation,  conversion
rights,  and  other  rights of such  series.  Preferred  stock may carry  rights
superior to those of the common stock.

    We have authorized  10,000,000 shares of Series A Redeemable Preferred Stock
and issued 1,100 shares of Series A Redeemable Preferred Stock.

     The Series A Redeemable Preferred Stock has the following rights and terms:
(1)  Dividends:  The holders of the issued and  outstanding  Series A Redeemable
Preferred Stock shall not be entitled to receive dividends; (2) Conversion:  The
holders of the Series A Redeemable  Preferred Stock shall be entitled to convert
their shares into shares of common stock at the conversion  ratio of 1000 shares
of common stock for each share of preferred stock; (3) Redemption. We may redeem
the Series A Preferred Stock at our sole discretion; (4) Liquidation: The Series
A Redeemable  Preferred Stock shall not be entitled to preferential  liquidation
rights  over  any  other  class  or  series  of stock  previously  or which  may
subsequently be issued by the Company; (4) Sinking Fund: The Series A Redeemable
Preferred Stock shall not be entitled to the  establishment  of any sinking fund
for any purpose;  and (5) Voting Rights: The Series A Redeemable Preferred Stock
shall have no voting rights.



                                       36
<PAGE>

     Reference is made to our articles of  incorporation  and by-laws  which are
available for inspection at our offices or which can be viewed through the EDGAR
data base at  http://www.sec.gov  as exhibits to the  registration  statement on
Form SB-2. Reference is also made to applicable statutes of the state of Florida
for laws concerning rights of shareholders.

            The Company authorized an earlier class of serial preferred stock in
connection with the November 18, 1998  acquisition of Cyberquest,  Inc. in 1999.
The stock transfer agent records  indicate that no shares of this earlier series
of preferred  stock is issued and  outstanding  as of April 29, 2005 because the
holders of such  shares of  preferred  stock had  converted  them into shares of
Common Stock at various  times in the past.  However,  certain  persons in Texas
have  advised the Company  that they hold  approximately  70,000  shares of this
prior series of preferred stock.  The Company is  investigating  this claim, but
has not reached any  conclusion as of the date of this  Prospectus on the merits
of the claim.

WARRANTS

     As of April 29, 2005,  warrants (all presently  exercisable)  to purchase a
total of up to  53,0975,000  shares  are  outstanding.  The  warrants  expire at
various times from November 11, 2011 to August 3, 2014,  and are  exercisable at
various prices from $0.03 to $0.04 per share.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Our bylaws  provide that we shall  indemnify  directors  provided  that the
indemnification  shall not  eliminate  or limit the  liability of a director for
breach of the director's duty or loyalty to the corporation or its stockholders,
or for  acts  of  omission  not in  good  faith  or  which  involve  intentional
misconduct or a knowing violation of law.

      Florida law  permits a  corporation,  under  specified  circumstances,  to
indemnify  its  directors,   officers,  employees  or  agents  against  expenses
(including  attorney's fees),  judgments,  fines and amounts paid in settlements
actually and reasonably  incurred by them in connection with any action, suit or
proceeding  brought by third parties by reason of the fact that they were or are
directors, officers, employees or agents of the corporation, if these directors,
officers,  employees  or  agents  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and,  with respect to any criminal  action or  proceedings,  had no
reason to believe their conduct was unlawful.  In a derivative action, i.e., one
by or in the  right of the  corporation,  indemnification  may be made  only for
expenses actually and reasonably incurred by directors,  officers,  employees or
agent in connection  with the defense or  settlement  of an action or suit,  and
only with  respect  to a matter as to which  they shall have acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests of the corporation,  except that no  indemnification  shall be made if
such person shall have been adjudged liable to the corporation,  unless and only
to the  extent  that the court in which the  action  or suit was  brought  shall
determine upon application that the defendant directors,  officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such adjudication of liability.



                                       37
<PAGE>

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
company pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the 1933 Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  company of expenses  incurred or paid by a director,  officer or
controlling person in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the securities being registered,  the company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as  expressed  in the 1933  Securities  Act, and will be
governed by the final adjudication of such issue.

                                LEGAL PROCEEDINGS


CELESTE TRUST LITIGATION.

         CELESTE TRUST REG.,  ESQUIRE TRADE,  ET AL. V. CBQ, INC. (Case# 03 Civ.
9650 RMB; US District Court, SDNY,  12/4/2003).  A lawsuit filed against company
by three  plaintiffs on or about December 4, 2003, but which the company did not
receive  notice of until  the week of  February  18,  2004 or  thereabouts.  The
plaintiffs  purchased  debentures  issued by Socrates  Technologies  Corporation
(STC), a public  Delaware  corporation in 2000.  When the Company  purchased the
assets of two STC  subsidiaries  in March 2001, the  plaintiffs  allege that the
Company  promised to issue to the plaintiffs and others the  consideration  that
was to be  paid  to STC  for  the  acquired  assets  and  to so do in  order  to
compensate the plaintiffs for their investment in the STC debentures, which were
apparently  in default at that time.  The total  consideration  paid for the STC
subsidiaries'  assets were 7.65  million  shares of company  Common  Stock and a
Promissory Note made by the company for $700,000  principal amount.  The company
has retained  legal counsel and is currently  contesting  the lawsuit as well as
countersuing the plaintiffs for $500,000.  The current cost of the litigation to
the Company is being paid by a former  officer and director of the company,  who
was  part  of the  Company's  management  in  2001,  without  any  reimbursement
obligation by the Company.

         If the  Plaintiffs  win a judgment on their claims,  the  judgment,  if
collected,  would prove  potentially  ruinous the  Company,  unless a settlement
involving no cash was arranged between the parties to the lawsuit.

            The  Plaintiff's  complaint  in Celeste  was  dismissed  by the U.S.
District  Court for the Southern  District of New York in early 2005 for failure
to have all  essential  parties to the  dispute as parties to the  lawsuit.  The
Plaintiffs  filed an amended  complaint  prior to the March 1, 2005 deadline for
doing so.  The  Company  currently  intends to  vigorously  defend  against  the
Plaintiff's amended complaint, which adds Networkland, Inc. and Technet Computer
Services   Corporation,   two  former  subsidiaries  of  Socrates   Technologies
Corporation.  The assets of  Networkland,  Inc.  and Technet  Computer  Services
Corporation  were acquired by the Company on March 15, 2001 and that transaction
is at the heart of the  dispute  in the  CELESTE  case.  The  Company  currently
intends to vigorously defend against this lawsuit, but may at some point seek or
consider a settlement  in order to eliminate the nuisance and drain on resources
of this lawsuit.  Currently, the Company's second motion to dismiss is scheduled
to be heard by the Court on or about  September 15, 2005. The Plaintiff has also
filed a motion for a default  judgment  against CBQ Technet  Computer  Services,
Inc. and CBQ Networkland,  Inc., former subsidiaries of the Company. The Court's
decisions on both motions may take several weeks if not months to be issued.



                                       38
<PAGE>

            SUN TRUST BANK DISPUTE. Sun Trust Bank line of credit and term note:
Prior to being  acquired  by the  company,  Quantum  Technology  Group  had a $4
million line of credit with Crestar Bank, which was subsequently acquired by Sun
Trust.  This  line of credit  was  guaranteed  by  Quantum  and five  individual
guarantors,  including  Ray  Kostkowski,  Anne Sigman,  Skip Lewis,  and Anthony
Saunders.  This line of credit was opened during April, 2000. On August 8, 2000,
the Company acquired all of the shares of Quantum.  Sun Trust asserted that $1.3
million of the line of credit had been used, and was owing to Sun Trust, as well
as line of credit, a $200,000 term loan from Sun Trust to Quantum, approximately
$200,000 in accrued  interest  and  $100,000  in  attorney  fees -- all of which
Suntrust had sought to collect from the individual guarantors.  Suntrust had not
sued the company but has  threatened  to sue.  RAS  Investment,  Inc., a company
affiliated  with Anne Sigman,  has advised the company that RAS has acquired the
Sun Trust  note and has  demanded  payment  in cash or  stock.  The  Company  is
considering or investigating  all of the claims in the RAS  communication to the
company.  As of the date of this prospectus,  the company's  position remains as
before,  that is, that the company is not  obligated  to pay the Sun Trust debts
and any claims made to collect that debt could be defeated by several  potential
defenses and counterclaims.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

            None of the experts named herein was hired on a contingent basis nor
were any such experts a promoter, underwriter, voting trustee, director, officer
or employee of the Company.  Paul W. Richter, one of the Company's outside legal
counsels, beneficially owns 394,480 shares of Stock. All such shares were issued
for legal services rendered in 2001 and 2002 or in 2004 and 2005 in lieu of cash
payment for such legal services.

                                  LEGAL MATTERS

     The  legality of the issuance of the shares  offered  hereby will be passed
upon for us by Paul w.  Richter,  Attorney,  7759  Desiree  Street,  Alexandria,
Virginia 22315.  Mr. Richter owns 633,198 shares of Common Stock (all issued for
services rendered to the Company and in lieu of cash payment) and has a ten-year
option to purchase  25,000  shares of Common Stock at an exercise  price of five
cents per share. Mr. Richter is also one of the selling  shareholders under this
Form S-8.

                                     EXPERTS

     Our  financial  statements  as of December 31, 2004,  and for the two years
then  ended,  have been  audited  by  Robison  Hill &  Company,  Salt Lake City,
independent  certified  public  accountants,  as stated in their report on those
financial  statements,  which  financial  statements and the report thereon have
been included in this  prospectus in reliance upon the authority of such firm as
experts in accounting and auditing.




                                       39
<PAGE>

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents,  which have been filed with the Securities and
Exchange  Commission (the  "Commission")  by the Registrant are  incorporated by
reference in this  registration  statement:  (i) the Company's  Annual Report on
Form 10-KSB,  for the fiscal year ended  December 31, 2004;  (ii) the  Company's
Quarterly Report on Form 10-QSB, as amended, for the period ended March 31, 2005
and June 30, 2005, and (iii) the Company's  periodic  reports on Form 8-K, dated
September 30, 2005;  September 28, 2005; September 27, 2005; dated September 26,
2005;  dated August 3, 2005; July 20, 2005; July 13, 2005; May 19, 2005; May 18,
2005;  April 29, 2005;  January 14, 2005,  January 10, 2005; (iv) Company's Form
8-K Reports filed with the Commission on May 19, 2005,  May 18, 2005,  April 29,
2005,  February  24, 2005,  February 22, 2005,  January 14, 2005 and January 10,
2005;  and (iv)  Information  Statement  filed with the  Commission on April 29,
2005;  (v)  Schedule  13D  filed by  Howard  Ullman  regarding  change  in stock
ownership in Company and filed with the  Commission  on February  11, 2005,  and
Amendment Number One, dated September 16, 2005. All documents subsequently filed
by the  Registrant  pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the
Securities Exchange Act of 1934, shall be deemed to be incorporated by reference
in this registration statement and to be part hereof from the date of the filing
of such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Under  Florida law and our By-Laws,  we can  indemnify any director,
officer,  employee, or agent who was or is a party to any proceeding (other than
an action by, or in the right of, the  corporation),  if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  We can  indemnify any director,  officer,  employee,  or agent to any
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor if such  person  acted in good faith and in a manner he or she  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
except that no indemnification shall be allowed if the person is adjudged liable
by the court, unless the court finds that indemnification is available. Further,
indemnification  is also dependent upon a finding that the person  satisfied the
applicable standard of conduct, which determination must be made a majority vote
of the board,  a majority  vote of the  shareholders,  or by  independent  legal
counsel.

            The bylaws  provide that directors and officers shall be indemnified
by the corporation  against expenses  incurred in connection with the defense of
any action, suit or proceeding in which they are made parties by reason of being
or having been directors or officers of the  corporation,  except in relation to
matters as to which they are adjudged in such matter to be liable for negligence
or misconduct in the performance of duty. Such  indemnification is not exclusive
of any other  rights to which those  indemnified  may be entitled by  agreement,
vote of stockholders,  or otherwise.  In addition,  the Florida  Corporation Act
permits indemnification of directors and officers against such expenses.

ITEM 8. EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed  in the  attached  Index to  Exhibits  and  incorporated  herein  by this
reference.



                                       40
<PAGE>

TEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.



                                       41
<PAGE>

(h) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Paul W.  Richter  with full power to act without the
other,  such person's  true and lawful  attorney-in-fact  and agents,  with full
power of substitution  and  re-substitution,  for him and in his name, place and
stead, in any and all capacities,  to sign this Registration Statement,  and any
and all amendments thereto (including  post-effective  amendments),  and to file
the same, with exhibits and schedules thereto, and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  necessary  or desirable to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue hereof.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cooper City, Florida, on this 20th day of October 2005.

                                  CHINA DIRECT TRADING CORPORATION
                                 (Name of Registrant)

Date:    October 20, 2005
                                                   By: /s/ Howard Ullman
                                 --------------------------------------------
                                                   Name:  Howard Ullman

                                 Its: CEO, President and Chairman of the Board




                                       42
<PAGE>

                                INDEX TO EXHIBITS

Number            Description
-------- ------------------------------

5        Legal Opinion re: legality of securities being issued *

4.1      2005 Consultants and Legal Services Plan

23.2     Consent of Independent Registered Public Accounting Firm

--------------------------------------------------------------------------------
*  to be filed by amendment



                                       43
[{"type": "S-8", "sequence": "1", "filename": "forms8102005.txt", "secsgml_size_bytes": 154271}]
{"company-data": {"conformed-name": "CHINA DIRECT TRADING CORP", "cik": "0000814926", "assigned-sic": "7389", "irs-number": "841047159", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129154", "film-number": "051147285"}, "business-address": {"street1": "12535 ORANGE DRIVE, SUITE 613", "city": "DAVIE", "state": "FL", "zip": "33330", "phone": "(954) 474-0224"}, "mail-address": {"street1": "12535 ORANGE DRIVE, SUITE 613", "city": "DAVIE", "state": "FL", "zip": "33330"}, "former-company": [{"former-conformed-name": "CBQ INC", "date-changed": "19981207"}, {"former-conformed-name": "FREEDOM FUNDING INC", "date-changed": "19961205"}, {"former-conformed-name": "YORKSHIRE LEVERAGED GROUP INC", "date-changed": "19890301"}]}
As Filed with the Commission on October 20, 2005
                                                           333-_________________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                     --------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED
             ------------------------------------------------------
                        CHINA DIRECT TRADING CORPORATION
             (Exact name of registrant as specified in its charter)

         FLORIDA                                              84-1047159
(State or other jurisdiction                           (I.R.S. Employer ID. No.)
of incorporation or organization)

                          10400 Griffin Road, Suite 109
                           Cooper City, Florida 33328
                            Telephone: (954) 252-3440
                    (Address of Principal Executive Offices)

                    2005 Consultants and Legal Services Plan
                              (Full Title of Plan)

              Howard Ullman, Chief Executive Officer and President
                        China Direct Trading Corporation
                          10400 Griffin Road, Suite 109
                           Cooper City, Florida 33328
                            Telephone: (954) 252-3440
                (Name, Address and Telephone Number of Agent for
                               Service of Process)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of                        Proposed               Maximum             Proposed
Securities to               Amount to be        Offering Price       Aggregate                        Maximum
be Registered             Registered(1)(3)       Per Share(2)         Offering Price(2)          Amount of Fee(2)
------------------------------------------------------------------------------
Common Stock,               1,738,718                $ 0.035                  $59,116.41         $7.49
$0.0001 par value
------------------------------------------------------------------------------
(1) The shares registered under this Registration Statement are to be issued for
consulting or legal services  rendered to the Issuer under a written  consulting
or legal services agreement for professional services by consultants or lawyers.
The Company  typically uses or requires certain standard terms and conditions in
each agreement with consultants or other professional  advisors.  Each agreement
is one (1)  year or less in  duration.  The  consulting  agreement  or  retainer
agreement may be renewed only by the mutual written agreement of the Company and
professional  advisor. The Company or the consultant or lawyer may terminate the
services  agreement  at any time by  written  notice  to the  other  party.  The
consulting agreement or retainer agreement qualifies as an Employee Benefit Plan
as defined under Rule 405 of Regulation C.
(2)  Estimated  solely for the  purposes of  determining  the  registration  fee
pursuant  to Rule  457.  On  October  19,  2005,  the fair  market  value of the
Company's   common   stock,   determined   from   its   closing   price  on  the
Over-the-Counter Bulletin Board was $0.034 per share. On this basis, the maximum
aggregate offering price for the shares being registered hereunder is $59,116.41
and this is the basis for  computing  the  filing  fee in  accordance  with Rule
457(h) and at a rate of the aggregate offering price multiplied by .0001267. (3)
A separate  prospectus covering resales of shares of Company common stock issued
under the Plan is included in this Registration Statement immediately after this
Prospectus.
--------------------------------------------------------------------------------
EXPLANATORY NOTES

         China Direct Trading Corporation (the "Company" or "CHDT") has prepared
this  registration  statement in accordance  with the  requirements  of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
shares of our common stock, par value $0.0001 per share, issuable under our 2005
Consultants and Legal Services Plan, which we refer to as the "Plan".

            This  Form  S-8  includes  a  re-offer   prospectus.   The  re-offer
prospectus  may be utilized  for  re-offers  and resales of shares of our common
stock  acquired  pursuant  to the Plan and  consulting  agreements,  by  selling
stockholders who received stock prior to or with the filing of this registration
statement.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            We will provide  documents  containing the information  specified in
Part I of  this  Registration  Statement  on Form  S-8 to  persons  eligible  to
participate in the Plan as specified by Rule 428(b)(1) under the Securities Act.
We will  file  prospectuses  and  prospectus  supplements  to this  registration
statement pursuant to and as required by Rule 424 under the Securities Act.

PROSPECTUS

                        CHINA DIRECT TRADING CORPORATION
                        1,738.718 SHARES OF COMMON STOCK
                      TO BE OFFERED BY SELLING SHAREHOLDERS

              ANY INVESTMENT IN OUR COMMON STOCK IS "HIGHLY RISKY"
        AND SHOULD ONLY BE CONSIDERED BY INVESTORS WHO CAN AFFORD TO LOSE
                   THEIR ENTIRE INVESTMENT IN THE COMMON STOCK

     This  prospectus  covers  the  resale of up to  1,738,718  shares of Common
Stock,  $0.0001 par value per share,  of China Direct Trading  Corporation  that
have been issued to certain  consultants  and outside legal counsel (named below
under "Selling  Shareholders") (the "Selling Shareholders") pursuant to the 2005
Consultants and Legal Services Plan ("Plan").

     The  Selling  Shareholders  may sell all or a  portion  of their  shares of
Company  Common  Stock,  $0.0001  par  value  per  share,  from  time to time in
negotiated transactions,  brokers' transactions or a combination of such methods
of sale at  prevailing  market  prices,  or at negotiated  prices.  See "Plan of
Distribution."  We will not receive any proceeds  from sale of the shares by the
Selling Shareholder.

     The Company's stock is quoted on the Over-the-Counter  Bulletin Board under
the symbol  "CHDT.OB."  On October 19, 2005,  the last reported sale price (Bid)
was $0.034 per share. Brokers or dealers effecting  transactions in these shares
should confirm that the shares are registered under applicable state law or that
an exemption from registration is available.

         THESE  SECURITIES  INVOLVE A HIGH  DEGREE OF RISK.  SEE "RISK  FACTORS"
BEGINNING ON PAGE 11 below.

           THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES
       REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR
           DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 20, 2005

                                       2
GLOSSARY

         References  to "China"  refer to the  Peoples'  Republic of China,  its
provinces  and  territories,  various  ministries,  agencies,  and  commissions.
References  to the "Far East"  refer to the nations of Eastern  Asia,  including
Southeast Asia and South Asia,  primarily China,  India, South Korea,  Thailand,
Philippines, and Japan.

     References to "Common Stock" are to the Common Stock, $0.0001 par value, of
China Direct Trading Corporation.

     References to "Company", "China Direct", "CHDT", "Company", "we", and "our"
are to China  Direct  Trading  Corporation,  and  include,  unless  the  context
requires or indicates otherwise, the operations of its subsidiaries.

     References  to "CBQ" are to CBQ,  Inc.,  the name of China  Direct  Trading
Corporation's  predecessor and include,  unless the context requires  otherwise,
the operations of its subsidiaries

    References  to the "Plan"  mean the  Company's  2005  Consultants  and Legal
Services  Plan,  as adopted by a majority  of the  Company's  voting  power by a
written consents on April 28, 2005.

     References  to "SDI" are to Souvenir  Direct,  Inc., a Florida  corporation
that is a wholly owned subsidiary of China Direct Trading Corporation.

     References  to "Selling  Shareholders"  shall mean the persons or companies
selling shares of Common Stock that were issued under the 2005  Consultants  and
Legal Services Plan.

     References to "China Pathfinder Fund" are to China Pathfinder Funds, LLC, a
Florida  limited  liability  company  organized in February 2004 by China Direct
Trading Corporation.

     A reference to the "SEC" or the "Commission" means the U.S.  Securities and
Exchange Commission.

                                       3
FORWARD LOOKING STATEMENTS

     Except for historical and current information,  all the information in this
prospectus is considered to be "forward looking" statements.  Specifically,  all
statements  (other  than  statements  of  historical  and  current  information)
regarding  financial  and business  strategy and the  performance  objectives of
management  for  future  operations  are   forward-looking   statements.   These
forward-looking  statements are based on the beliefs of  management,  as well as
assumptions  made  by  and  information   currently  available  to  them.  These
statements  involve  known  risks such as lack of capital to fully  support  our
business or any expansion of our business;  the risks  inherent in any effort to
expand  product lines to products that the Company may have no prior  experience
in selling;  the reliance of the Company on funding  expansion from sales of its
"penny stock" securities; the impact of terrorism,  global conflict or political
or trade  tensions  between the United States and China on trade and  commercial
relationships between those nations and our business, which relies on open trade
between United States and China;  the continued  ability of China to support its
growing manufacturing industries, which produce most of our products; the threat
of our North American clients  developing direct commercial  relationships  with
Chinese or other  manufacturers,  which might result in the loss of or reduction
of business to the Company from those clients;  general  economic  conditions in
the  United  States  and  China;  the need to  develop  new  products  to remain
competitive  in the  souvenir,  promotional  and gift  industry;  and other risk
factors are set forth in our current and future filings with the Commission.

     When we use the words "anticipate," "believe," "estimate," "expect," "may,"
"will,"  "should,"  "continue,"  "intend" and similar  words or phrases,  we are
identifying  forward-looking  statements (also known as "cautionary  statements"
because you should be cautious in evaluating  such  statements in the context of
all the information in this  prospectus).  These statements  reflect our current
views with respect to future events.  However,  the merit or validity of current
views is subject to the realization in fact of assumptions we have made. What we
now think will happen may turn out much different, and our assumptions may prove
to have been inaccurate or incomplete.

     The investment  risks discussed under "Risk Factors"  specifically  address
the material factors that may influence  future operating  results and financial
performance.  The investment  risks are not "boiler plate" and they are intended
to tell you about the  uncertainties  and risks  inherent in our business at the
present time which you need to evaluate  carefully  before  making an investment
decision. Additional Risk Factors may arise, which Risk Factors may be described
in the Company's current and future filings with the Commission.

                               RECENT DEVELOPMENTS

            On September 28, 2005, the Company relocated its principal executive
offices  from 12535 Orange  Drive,  Suite 613,  Davie,  Florida  3330,  to 10400
Griffin Road, Suite 109, Cooper City, Florida 33328.

          On or about September 30, 2005, the Company entered into marketing and
sales agreement  ("Agreement") with Xiangtan Electric Import & Export Co., Ltd.,
(XEI),  a  Chinese  company  and  an  export-import   distributor  for  Xiangtan
Electrical  Manufacturing Co., Ltd. (XEIM), a Chinese  manufacturer of small and
medium  sized  electrical  generators,  whereby the Company will have a one-year
exclusive  marketing  and sales  arrangement  for  XEIM's  50 Kilo Watt  diesel,
gasoline, kerosene, natural gas and LPG electrical generators (collectively, the
"products") in the United States. There are no orders for the products as of the
date of this Report.

                                       4
The  Company  must attain $3 million in U.S.  sales of the  products in
order to maintain its exclusive  arrangement past year one of the Agreement.  If
the Company fails to reach that sales goal,  then XEI may cancel the exclusivity
enjoyed by the  Company  during the first year of the  Agreement  for the United
States market and use other companies to market the products. Since the approval
of Underwriters Laboratories, Inc. of "UL" is required many distributors,  local
governments,  and other possible U.S. buyers for the products,  XEI is currently
seeking UL  approval  for the  products.  While the  Company is not aware of any
reason why the products  would not be eligible  for UL approval,  the lack of UL
approval  for  the  products  would  substantially  reduce,  if not  effectively
eliminate, the potential market for the products in the United States. There can
be no assurances that XEI or XEIM will obtain UL-approval for the products.

         On September 27, 2005, the Company entered into an exclusive  marketing
agreement for selling LPG generators in the U.S.  ("Yiwu  Agreement")  with Yiwu
Generating  Equipment Co., Ltd. ("Yiwu"),  a Chinese  manufacturer of generators
and a subsidiary of Zhejiang YiWu Huafeng  Industry  (Multinational)  Co., Ltd.,
which is a large, ISO 9001 certified,  industrial  Chinese  conglomerate.  China
Direct  has  exclusive   marketing  rights  for  Yiwu's  LPG-fueled   electrical
generators  in the  United  States  for one year.  China  Direct  must sell US$3
million  a  year  of  the  generators  to  maintain  its  exclusivity  for  Yiwu
LPG-generators in the United States market. The Yiwu Agreement runs from October
1, 2005 till September 30, 2006.  Yiwu is one of the sources of generators  that
China  Direct  intends to use as a source for any US generator  orders.  Yiwu is
seeking UL approval of its  generators  and China  Direct is  assisting  in this
process.

         As is the case with any marketing agreement, there can be no assurances
that the Agreement or the relationship will result in any sales of LPG-fueled or
other Yiwu  generators  in the United  States by China  Direct  Based on current
marketing feedback from potential customers or distributors of generators, China
Direct  believes  that there is strong  demand  for  generators  to  temporarily
restore  power to, and to power the heavy  equipment  needed to  repair,  recent
damage in the Gulf Coast  region of the U.S. The market for  generators  in that
market is  extremely  competitive  and China  Direct is  competing  against many
larger  companies with  considerable  greater  marketing and sales resources and
with  established  market  brand  names  and  established   customer  bases  and
distribution  networks  in Gulf Coast.  China  Direct  believes  that its market
opportunity  may be a  short-term  period where  demand for  generators  exceeds
available  domestic  supplies  and there will be a resulting  demand for foreign
generators.  China Direct does not have sufficient information as of the date of
this Report to verify the accuracy of its assumption about the existence of this
short-term marketing and sales opportunity for Chinese-made generators.  Even if
this marketing and sales  opportunity does exist,  one possible  obstacle to the
sale of Chinese-made generators in the United States is that many local building
codes  or  ordinances  require   UL-approval,   and  many  distributors  require
UL-approval for generators, which Chinese-made generators typically lack because
UL-approval is not required in their  traditional  Asian markets for generators.
China Direct  believes that obtaining  UL-approval  for Yiwu generators in short
order is critical to the prospects of selling Yiwu generators in the U.S.

         "UL" is a registered trade mark of Underwriters Laboratories, Inc.

         On September 21, 2005, the Company entered into an exclusive agency and
distribution  agreement  (the "CPS  Agreement")  with Complete  Power  Solutions
("CPS"),  a Florida  corporation  its principal  place of business at 4100 North
Powerline Road, Building G, Unit 3, Pompano Beach,  Florida 33073. Under the CPS
Agreement, China Direct will provide up to 600 UL-approved  Chinese-manufactured
electrical generators to CPS from time to time and as requested by CPS. CPS will
resell the electrical  generators to retail operations as well as end users like
businesses or governmental entities in North America.

                                       5
On September 23, 2005,  China Direct received a purchase order from CPS
for  delivery  of up to 600  gasoline  fueled,  Chinese-manufactured  electrical
generators over the next 12 months.  CPS has placed its initial order under that
purchase order on September 23, 2005, for 100 generators,  which generators must
be UL  approved  under  the  terms  of the CPS  Agreement  before  shipment  and
purchase.  Until UL approval is obtained,  the initial order for 100  generators
cannot be shipped.  The Chinese  manufacturer  has requested such  approval.  UL
approval may take 2 to 4 months, or more, to obtain. While China Direct does not
know of any  reason  why UL  approval  will  not be  obtained,  there  can be no
assurances that the generators will be UL approved.  The average  purchase price
of  generators  covered  by CPS  commitment  ranges  from  $5,000 to $8,000  per
generator.

         The Company  entered  into a Share  Purchase  Agreement  ("Agreement"),
dated as of April 26, 2005, with Beijng Huawei Ouya Architectural Decoration and
Engineering Co., Ltd.  ("BHOA"),  a limited company organized and existing under
the laws of China located at Lai Guang Ying Village, Lai Guang Ying County, Chao
Yang District, PRC. Under the Agreement,  the Company was to purchase 40% of the
issued and  outstanding  shares of BHOA (the "Shares") for $5,000,000  cash plus
the issuance of a numbers of shares of Common Stock based on a current valuation
of BHOA.  The  Company  received an  auditors'  report on BHOA in late May 2005.
Based on the Company's  analysis of the auditors' report,  the current valuation
of BHOA did not support the  issuance  of 30 million  shares of Common  Stock to
BHOA's  shareholders as part of the purchase of the Shares. The Company and BHOA
unsuccessfully  attempted to negotiate an adjustment on the stock-portion of the
consideration to be paid for the Shares.

         On July  20,  2005,  the  Company  announced  the  termination  of this
agreement  because BHOA failed to satisfy one of the conditions to  consummation
of the  acquisition.  The termination was with the mutual consent of the Company
and BHOA.  The condition in question was that there would be no material  change
in the financial condition of BHOA from the date of the March 18, 2005 agreement
and  the  date  of  an  independent  audit.  The  audit  showed  that  BHOA  had
substantially  less cash  assets as of the date of the audit than on the date of
the  agreement.  Most of the cash had  apparently  been  distributed as loans or
compensation.

                       REPRESENTATIONS ABOUT THIS OFFERING

            We have not  authorized  anyone  to  provide  you  with  information
different  from that  contained in this  prospectus.  This  prospectus is not an
offer to sell nor does it seek an offer to buy the  shares  in any  jurisdiction
where this offer or sale is not  permitted.  The  information  contained in this
prospectus  is  accurate  only  as of  the  date  of  this  prospectus  (or  any
supplement), regardless of when it is delivered or when any shares are sold.

                     WHERE TO FIND MORE INFORMATION ABOUT US

            Our common stock is  registered  with the  Commission  under section
12(g) of the  Securities  Exchange Act of 1934 (the "1934 Act").  Under the 1934
Act, we file with the Commission  periodic  reports on Forms 10-KSB,  10-QSB and
8-K, and proxy statements,  and our officers and directors file reports of stock
ownership on Forms 3, 4 and 5. These  filings also may be viewed and  downloaded
from the Commission's  Internet  website.  Also, we will provide copies of these
documents and any exhibits to them, without charge to prospective investors upon
request addressed to China Direct Trading Corporation, 10400 Griffin Road, Suite
109,  Cooper City,  Florida 33328,  Attention:  Howard Ullman,  Chief  Executive
Officer and President.  We refer you to this registration statement and exhibits
which may be  inspected  and copied at the Public  Reference  Department  of the
Commission,  450 Fifth Street, NW, Washington,  D.C. 20549, at prescribed rates.
You can contact the Commission's Public Reference  Department at (800) SEC-0330.
The  registration  statement  and exhibits also are available for viewing at and
downloading from the Commission's Internet Website  (http://www.sec.gov);  go to
"Search  for  Company  Filings"  and  then  enter  the  Company's  names  in the
appropriate box.

                                       6
TABLE OF CONTENTS
                                                                        PAGE NO.

  Glossary..................................................................3
Forward Looking Statements .................................................4
Recent Developments ........................................................4
Representations about this Offering ........................................5
Where You Can Find Information about the

  Company...................................................................5
The Company and Business....................................................6
Properties
.............................................................................10
Prospectus Summary..........................................................10
Risk Factors
.............................................................................11
Risk Factors Involving This Offering. ......................................12
Financing Transactions......................................................19
Use of
Proceeds....................................................................20
Market for Common Stock and Related Shareholder Matters.....................20
Management's Discussion and Analysis of
Financial Condition and Results of Operations...............................21
Management..................................................................24
     Directors and
Officers....................................................................24
     Executive Compensation............................... .................27
     Agreements with Consultants  ........................ .................30
Security Ownership of Certain Beneficial Owners and
Management..................................................................31
Certain Relationships and Related Transactions..............................32
Selling
Shareholders................................................................32
Plan of
Distribution................................................................33
Dilution of Existing Shareholders...........................................33
Description of Securities...................................................34
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities..............................35
Legal
Proceedings.................................................................36
Interest of Certain Named Experts and Counsel    ...........................37
Legal
Matters.....................................................................37

                                       7
THE COMPANY AND BUSINESS

     We  are a  public  holding  company  that  conducts  business  through  two
wholly-owned  operating  subsidiaries:  Souvenir Direct, Inc. ("SDI"), a Florida
corporation that we acquired on December 1, 2003, in a stock-for-stock  exchange
and China Pathfinder Fund, LLC ("CPF"), a Florida limited liability company that
we formed in February 2004.  SDI is the sole source of operating  revenues as of
the date of this Prospectus.  CPF has not generated any significant  revenues to
date.  The Company had no  operations  for most of calendar year 2003 due to the
closing of its computer value added reseller  operations and system  development
operations in 2001 and 2002.

     BUSINESS.  SDI was  incorporated on September 9, 2002 under the laws of the
State of Florida. Howard Ullman is the founder and sole Chief Executive Officer,
President and Chairman of the Board of SDI from its inception to date.  SDI is a
trading company that sells souvenir,  promotional and gift items that are mostly
made in China for the Company.  The Company  markets  these  products  through a
hardcopy catalog, distributors, contract marketing firms, the Internet and trade
shows. Most of SDI's customers are theme park companies,  other distributors and
retailers  in North  America.  SDI sells  products  through  another  company to
Wal-Mart Stores,  Inc., the largest retailer in the world. A typical SDI product
would  be a  metal  keychain  with  the  customer's  logo or  trademark.  SDI is
exploring  diversifying  its product line by selling  items like poker  products
with client logos or trade names. Such efforts have not produced any significant
revenues to date.

      CPF is a start-up  company  organized  on February 25, 2004 by the company
and engaged in the business of trying to commercially exploit the experience and
business  contacts of our  officers  and  directors  in  U.S.-Chinese  trade and
commercial relationships. CPF's focus is on helping U.S. or Chinese companies as
a consultant or agent to establish  businesses or  commercial  relationships  in
China or the U.S.; to find funding  sources in the U.S. or China; to find merger
or  acquisition  candidates in the U.S. or China for  customers;  and to provide
general advice to customers  trying to do or doing business in China or the U.S.
CPF  relies on the  services  of Howard  Ullman,  Chief  Executive  Officer  and
President of the Company and SDI; Company consultant Cora Wong: director Jeffrey
Postal;  Bart  Fisher,  a  shareholder  of the company and a former  officer and
director  of the  company;  and Susan Xu, a director of the  Company.  Until CPF
generates  enough regular gross revenues,  these  individuals  will only receive
compensation  from CPF  revenues  that  they  each  generate  through  providing
consulting and other services to CPF customers or from fees paid for consummated
mergers, acquisitions, asset sales, funding or financing transactions or similar
transactions  that they introduce  and/or help close for CPF customers.  CPF has
only  generated  minimal  consulting  revenues  of  $5,000 to date from a single
customer - a company seeking to manufacture diapers in China.

         HISTORY. We started as a "blank check" company,  that is a company that
went public  without a business  other than to use the proceeds from the initial
public offering to attempt to acquire existing businesses.  China Direct Trading
Corporation  (formerly  "CBQ,  Inc."),  a  Florida  corporation,  was  initially
incorporated  September  18, 1986 under the laws of the State of Delaware  under
the name "Yorkshire Leveraged Group,  Incorporated",  and then changed its situs
to  Colorado  in 1989 by merging  into a Colorado  corporation,  named  "Freedom
Funding,  Inc.".  Freedom Funding,  Inc. then changed its name to "CBQ, Inc." by
amendment of its Articles of  Incorporation  on November 25, 1998.  In May 2004,
the  Company   changed  its  name  to  China  Direct  Trading   Corporation  and
reincorporated from the State of Colorado to the State of Florida.

                                       8
On November 19, 1998,  we entered  into a  reorganization  agreement
(Reorganization  Agreement)  with  CyberQuest,   Inc.,  a  Colorado  corporation
(CyberQuest),  and the shareholders of CyberQuest  pursuant to which the Company
acquired  all  of  the  outstanding  proprietary  interest  of  CyberQuest  in a
stock-for-stock  exchange which  resulted in CyberQuest  becoming a wholly owned
subsidiary of the Company and the shareholders of CyberQuest  acquiring  control
of the Company  through  their stock  ownership.  The  Reorganization  Agreement
called for the immediate  change of the name of the Company to "CBQ,  Inc.", and
the immediate  effectuation  of a reverse one for four (1:4) common share split.
The Company completed this process during December, 1998.

            With the  acquisition  of Cyberquest  and the  acquisition  of three
other   private   companies  in  1999,   the  Company,   through  its  operating
subsidiaries, started business operations in the customized software development
for businesses industry, or "system development"  business, and in the resale of
value-added  third-party  computer  hardware  and  software  products,  or "VAR"
business.  The Company  continued to acquire  existing  systems  developers  and
computer hardware resellers in 2000 and 2001. By September 2001, the Company was
forced to close all of its  operations  except  CBQ  Technet  Computer  Services
Corporation, a systems developer, due to lack of revenues and lack of funding to
sustain those other operations. CBQ Technet Computer Services Corporation ceased
operations in the first four to six months of 2002 due to insufficient revenues,
no technical employees or marketing resources, and no cash or funding to sustain
operations.  With the closing of CBQ Technet Computer Services,  the Company had
no operations  and remained  without a business from mid-2002  until December 1,
2003.

            The  Company  believes  that the  failure of the  various  companies
acquired from 1999 through 2001 was the result of the lack of adequate, reliable
and ongoing  financing  or funding,  the  inability  of the Company to integrate
operations and reduce duplicative  overhead,  the Company's inability to develop
or fund  an  effective  marketing  effort  for its  operations,  the  resort  to
factoring  financing in the case of CBQ  Networkland,  Inc. (a VAR),  the use of
revenues  and funding to pay off or pay down  existing  debts of the Company and
its subsidiaries  (both operating and closed  operations) and the growing amount
of debts  corresponding  with the loss of  revenues  as each  subsidiary  ceased
operations  before  paying off its  liabilities.  By mid 2002,  the  Company was
without any business operations and limited activities to seeking a new business
to acquire.

            On December 1, 2003, the Company acquired SDI and SDI's  management,
consisting solely of Howard Ullman,  assumed  operational control of the Company
and SDI upon the closing of the  acquisition  of SDI.  The  Company's  principal
executive  offices were moved into SDI's principal  executive  offices in Davie,
Florida in December  2003.  The single  incumbent  Company  director,  Susan Xu,
resigned  on  December  4,  2003 and was  replaced  by Mr.  Ullman  and three of
business  associates,  including  his  father-in-law,   Laurie  Holtz,  a  local
certified public accountant and Cora Wong, who was referral from Bart Fisher.

            On May 17, 2004, Company shareholders approved a resolution and plan
of merger whereby the Company would  reincorporate  from Colorado to Florida and
change its name to "China Direct Trading  Corporation".  The reincorporation was
effected as of May 25,  2004.  The Company  reincorporated  because  most of its
business relationships, its base of operations, its officers and offices and its
source of client  leads are in Florida  and the  Company had no clients or other
business  affiliations  in Colorado.  Further,  most of its customers are in the
South and East of the United States.

                                       9
BUSINESS  GOALS.  The  Company's  current  strategy  is to grow  the
Company by  expanding  the product  lines sold by SDI beyond the current line of
souvenir,  promotional and gift products and to acquire, if suitable targets are
found,   new,   existing   companies   in   complementary   industries   through
stock-for-stock  exchanges  or mergers.  The Company  has  achieved  very little
success in that  endeavor to date.  Even though the Company  attempts to acquire
new businesses  solely through the issuance of our stock, our acquisitions  have
typically  required  additional  working  capital to fund  efforts to expand the
acquired   company's   business  through   increased  sales,   acquisitions  and
diversifying  their business or product lines. Our existing  operations have not
produced enough profit to fund these expansion efforts and related overhead from
acquiring new businesses.

            As  previously  reported,  the Company  entered  into the  financing
arrangement  with  Dutchess  Fund to finance  the  planned  growth our  business
through new SDI product lines and acquiring new,  existing  businesses,  but the
Company did not seek to receive any money from the equity-line financing offered
by Dutchess Fund before its  termination  in 2005.  Since the Company lacks hard
assets,  it will  probably  have to sell shares of Common Stock to raise working
capital and the sale of shares of Common Stock will only increase the problem of
diluting  current  shareholders  as well as  increasing  the  Company's  already
substantial public float of shares of Common Stock.

            The  Company  believes  that  one of  its  principal  assets  is Mr.
Ullman's and certain other directors'  commercial relations and understanding of
how to do  business  in and with  China.  CPF was  founded as a vehicle  for Mr.
Ullman and the other directors to provide management consulting services to U.S.
and Chinese businesses seeking to do business in one another's nations,  to find
merger,  acquisition or asset purchase candidates for CPF customers; and to find
U.S. or Chinese sources of funding for CPF customers.  CPF has not generated any
revenues  to date,  and there are no  current  revenue-generating  opportunities
before CPF as of the date of this registration statement.

            The  principal  executive  offices of the  Company,  SDI and CPF are
located in the same  office  space at 12535  Orange  Drive,  Suite  613,  Davie,
Florida 33330, located in Broward County (Telephone:  (954) 474-0224; fax: (954)
474-0228).

                                   PROPERTIES

         Neither the Company nor its operating  subsidiaries  own any properties
or facilities. In September 2004, the Company entered into a new lease agreement
for approximately 1,800 square feet of office space with Flamingo Commons,  LLC.
The lease requires  monthly lease  payments of  approximately  $2,175  beginning
September 1, 2004. The lease expires in August 2005. The office space is used as
the corporate  headquarters.  As of September 28, 2005, the Company's  principal
executive  offices are located at 10400  Griffin Road,  Suite 109,  Cooper City,
Florida 33328. The Company's  former address was 12535 Orange Drive,  Suite 613,
Davie,  Florida  33330 until  September  27, 2005 With respect to the new office
space,  the Company has  approximately  1,400 square feet of rentable  space and
pays a monthly lease payment of $1,825. The term of the lease for the new office
space is one year with an option to renew.

         CPF shares office space in Beijing, China with another company. CPF has
no lease for the office space and does not pay rent for the office space.

                                       10
PROSPECTUS SUMMARY: THE OFFERING

THE  FOLLOWING  SUMMARY  IS  QUALIFIED  IN ITS  ENTIRETY  BY THE  MORE  DETAILED
INFORMATION  INCLUDED  ELSEWHERE IN THIS  PROSPECTUS AND DOCUMENTS  INCORPORATED
HEREIN BY  REFERENCE.  BECAUSE THIS IS A SUMMARY,  IT MAY NOT CONTAIN ALL OF THE
INFORMATION  THAT MAY BE  IMPORTANT  TO YOU.  YOU  SHOULD  READ THIS  PROSPECTUS
CAREFULLY AND SHOULD CONSIDER,  AMONG OTHER THINGS,  THE MATTERS DESCRIBED UNDER
"RISK FACTORS" BEGINNING ON PAGE 11 BELOW BEFORE MAKING AN INVESTMENT  DECISION.
UNLESS THE CONTEXT  REQUIRES  OTHERWISE,  REFERENCES IN THIS  PROSPECTUS TO "THE
COMPANY,"  "OUR  COMPANY,"  "WE," "OUR," "US" AND SIMILAR  EXPRESSIONS  REFER TO
CHINA DIRECT TRADING CORPORATION, AND ITS PREDECESSORS AND ITS SUBSIDARIES.

     This  offering  relates to the sale of shares of Common  Stock  issued to a
investor  relations'  consultant  and two outside  legal  counsel  for  services
rendered to the Company and in lieu of cash compensation.

Securities Outstanding                       555,621,087 shares of Common Stock.

Securities To Be Outstanding                 555,621,087  shares of Common Stock

Securities Offered:                          Up to 1,738,718 shares of Common
                                             Stock by certain Selling
                                             Shareholders.

Use of Proceeds                              Not applicable.

Plan of Distribution                         The offering is made by the Selling
                                             Shareholders. Sales may be made in
                                             the open market or in private
                                             negotiated transactions, at fixed
                                             or negotiated prices. See "Plan of
                                             Distribution."

Risk Factors                                 The securities offered hereby
                                             involve a high degree of risk.
                                             See "Risk Factors."

Trading Symbol                               CHDT.OB (Over-the Counter Bulletin
                                             Board) for the shares of Common
                                             Stock.

                                       11
RISK FACTORS

     As  a  "penny  stock"   company  with  no  primary  market  makers  and  no
institutional  support of our Common Stock in the public securities  markets, an
investment  in our Common Stock is highly  speculative  in nature and involves a
high degree of risk. You should  carefully  consider the following risks and the
other information in this prospectus (including the information  incorporated by
reference) before investing in our Common Stock.  Further, our operations do not
generate  enough  cash flow to fund our  strategic  plan for  growth of  company
revenues and net income as well as diversification of our business lines through
mergers  and   acquisitions.   The  Company   believes   that  the  funding  and
implementation  of the current business plan is essential to growing the Company
to the  point  where  the  Company  is no longer a "penny  stock"  company,  has
institutional  or primary market maker support for our Common Stock and has cash
flow sufficient to fund all aspects of its operations. As such, the Company will
have to finance the  implementation  of the business plan,  probably through the
sale of shares of Common  Stock  which the  financing  source  can resell in the
public market. Such reselling may further and substantially depress the value of
our Common  Stock,  may cause a collapse  in the market  value of the  Company's
common  stock,  and  continue to  handicap  the ability of the Company to obtain
financing on  commercially  reasonable  terms.  Management  does not believe any
other form of financing or funding is available  based on the Company's  failure
in the past 12 months to obtain alternative financing or funding.

            The  Company  has  a  history  of  failed  operations  and  business
start-ups  and an  inability  to  generate  cash  flow from  operations  to fund
operations  and  expansion  efforts,  or  to  obtain  adequate,  affordable  and
sustained  funding or financing  of  operations  and efforts to expand  business
lines or sales of existing businesses.  The Company is also a small business and
is typically unable to effectively compete against numerous,  larger competitors
with superior resources and market share.

                      RISK FACTORS AFFECTING THIS OFFERING

        COMPANY  HAS A HISTORY  OF LOSSES  AND FAILED  BUSINESS  OPERATIONS.  We
started  as a "blank  check"  company  in 1989 with no or  minimal  cash and few
funding sources. Since 1999, we have been a public holding company that conducts
business through operating subsidiaries that we have acquired in stock-for-stock
exchanges.  We have had minimal  sources of  operating  revenues,  no  reliable,
ongoing source of affordable  financing and senior management that proved unable
to  integrate  and manage our  operations  on a profitable  basis.  We have also
suffered from frequent  changes in senior  management and the business focus and
from economic  downturns in our industries,  which downturns were fatal to same,
as  well  as  undercapitalized  operations  like  our  former  computer-oriented
operating  subsidiaries.  SDI has small  revenues  and has  limited  sources  of
funding to rely upon in case of a downturn in its business. We have historically
operated at a loss or small net profit.  We do not  anticipate  a change in this
pattern in the foreseeable future absent a merger, acquisition or development of
a new business line.

         For the years ended  December 31, 2004 and 2003,  the Company had a net
loss from operations of approximately $270,000 and $201,000,  respectively.  For
the years  ended  December  31,  2004 and 2003,  the  Company had total sales of
approximately   $1,062,000  and  $615,000  respectively,   for  an  increase  of
approximately  $447,000.  The  increase  in  revenues  is due to an  increase in
operations.

                                       12
Costs and Expenses - For the years ended December 31, 2004, the Company
had cost of sales of  approximately  $759,000 and $435,000,  respectively.  As a
percentage of sales, cost of sales was the same in 2004 as compared to 2003. The
increase  in the cost of sales in 2004 as compared to 2003 is due to an increase
in  operations.  General and  administrative  expenses  increased  approximately
$418,000,  from  $106,940  in  2003  to  $540,072  in  2004.  This  increase  is
attributable  primarily  to an  increase in officer  compensation  as well as an
increase in legal and professional  fees. The cost of rent and other general and
administrative  costs  also  increased  in 2004 as  compared  to 2003  due to an
increase in operations.

         Liquidity  and  Capital  Reserves.  Historically,  the  Company has not
generated  enough cash flow from  operations to cover its overhead costs and the
cost of growth.  The inadequacy of cash flow and the inability of the Company to
consistently obtain funding and ongoing funding on commercially reasonable terms
have  undermined  the former  business  operations of the Company and forced the
Company  to obtain  funding  from  management  and  through  the sale of Company
securities.

                  As a small  business  and a penny stock  company,  the Company
will  continue  to  face  difficulty  in  obtaining   financing  or  funding  on
commercially  reasonable terms or at all. The Company expects future development
and expansion will be financed through cash flow from operations and other forms
of financing such as the sale of additional equity and debt securities,  capital
leases and other credit facilities.  There are no assurances that such financing
will be available on terms acceptable or favorable to the Company.  Further, the
increase  in the  number of shares of common  stock in the  public  markets  may
reduce the  ability  or appeal of the  Company  to future  sources  of  possible
financing or funding.

            We currently have operating cash flow from SDI's revenues to support
existing  business  operations,  but it is insufficient to fund the expansion by
diversification  of product lines of SDI's  business or the  acquisition  of new
companies. If we are unable to obtain needed and affordable capital from outside
sources,  we will be forced to reduce or curtail  the  expansion  of our current
businesses and the acquisition of new businesses.

            Attaining  these   objectives   will  require   readily   available,
affordable  capital,  which,  since the  Company  has  limited  assets to use as
collateral for debt  financing,  the Company will have to obtain  principally by
selling its Common Stock.  We have entered into the financing  arrangement  with
Dutchess  Fund to raise the  necessary  capital to fund our  current  growth and
expansion plans, but you should note that even if we raise the capital, there is
no assurance that our efforts to expand and grow our businesses  will succeed or
that the funding  raised will be  sufficient  to fully fund those  expansion and
growth efforts.

            COMPANY HAS A HISTORY OF  DIVERSIFYING  INTO NEW BUSINESSES  WITHOUT
ADEQUATE  WORKING CAPITAL OR FUNDING AND WITHOUT  SUFFICIENT  INFRASTRUCTURE  TO
SUPPORT SUCH NEW BUSINESS LINES. The Company has a history of diversifying  into
new business lines,  either by acquiring new existing businesses or developing a
new business line as a start-up concern,  and lacking sufficient working capital
or funding and lacking sufficient management, labor and strategic planning, Most
of the Company's new business lines over the history of the Company have failed.
The Company believes that the lack of working capital or funding and the lack of
adequate infrastructure contributed to the failures of those new business lines.

                                       13
The Company has  diversified  in the past four months into marketing
Chinese-made  generators in the United  States.  The Company has devoted two new
hires to focus on marketing the generators.  While the Company does not purchase
the generators until a letter of credit funded by the end user customer pays the
purchase price for the generator, and the Company is not responsible for service
or installation of the generators,  and its overall  financial risk in the sales
of generators is limited to loss of sales and related sales costs, the Company's
current  operations do not generate enough cash flow to fund any sustained sales
efforts in  generators  or to fund an increase  staff or manpower in response to
increased demand for generators much beyond current levels. As such, the Company
may be unable to fund the necessary  sales force and  infrastructure  to support
any sustained demand for generators or to support a sales force until demand for
generators reaches a level where such sales generate enough cash flow to support
that sales force.  As a "penny stock"  company with no significant  assets,  the
Company must usually sell its stock to fund any sustained or unprofitable  sales
force  beyond a limited  initial  effort - typically  less than 3 to 6 months in
duration.  The sale of stock to fund operations dilutes shareholders,  depresses
the market value of the stock (and,  consequently,  making it more expensive for
the Company to raise money) and  undermines  the stability of the market for the
Company's Common Stock.

            Any  long-term  success in the  Company's new venture in the sale of
Chinese-made  generators will require the generator sales to generate sufficient
cash flow in the near future to support its own sales staff and infrastructure.

            LOSS OF HOWARD ULLMAN'S SERVICES COULD BE FATAL TO OUR BUSINESS;  NO
KEY MAN  INSURANCE.  We rely  upon  Howard  Ullman  to manage  and  conduct  the
Company's  and  its  subsidiary  operations.  If he  resigns,  dies  or  becomes
disabled, we do not have any other executive or non-executive operating officers
or persons to replace Mr.  Ullman,  or the  financial  resources or key man life
insurance to fund the hiring of a suitable  replacement for Mr. Ullman. The loss
of Mr. Ullman's services would probably result in the failure of the Company and
its SDI operations. We doubt that we could find a replacement for Mr. Ullman who
could  sustain  SDI's  operations  on a  profitable  basis.  We have  no  junior
management or other personnel capable of running the company or its subsidiaries
if Mr.  Ullman  was not able or  willing  to  continue  as our and  SDI's  chief
executive  officer and  president.  Further,  most of our directors are business
associates  or  relatives  of Mr.  Ullman and it is not certain  that they would
continue as directors or accept  management  responsibilities  if Mr. Ullman was
unable or unwilling to manage our operations.

       WE ARE SUBJECT TO GOVERNMENT REGULATION IN CHINA AND THE U.S. THAT
      MAY BE COSTLY AND MAY INTERFERE WITH OUR ABILITY TO CONDUCT BUSINESS,
          INCLUDING THE UNCERTAINTY OF COMMERCIAL REGULATION IN CHINA.

            Changes in regulatory or political policy could adversely affect our
business in the United States, China or other countries where we obtain products
or conduct  business and could result in changes to laws affecting trade between
the U.S. and China, and the ability and willingness of U.S. companies to conduct
business in China.  The adoption of any additional  laws or regulations in China
or the U.S.  may  interfere  in our  ability  to obtain  products  for SDI,  our
principal business.  While SDI has other manufacturing  sources for its products
outside of China,  China is and has been the  principal  source of SDI  products
because of the ability of Chinese  manufacturing  businesses to quickly  produce
quality products at affordable prices.  Further,  China continues to be governed
by a centralized communist government which is capable of imposing new laws that
could  seriously  hamper the ability of SDI to obtain products from China or the
ability  of CPF to  conduct  business  in  China.  The  uncertainty  created  in
conducting business in and with China by the continued control of the economy by
a centralized  communist  regime is a risk to SDI's and CPF's business and could
seriously harm our ability to continue  operating.  The continued  domination of
China by a centralized  communist  regime may also cause some U.S.  customers of
SDI or CPF to be reluctant or opposed to  purchasing  products  made in China or
conducting other business in or with China.

                                       14
NO  RESOURCES  TO  WITHSTAND  DOWNURNS IN  BUSINESS.  We do not have
adequate  cash  reserves or access to  immediate  funding.  As such, a sustained
downturn in SDI's business for more than one or two quarters, and either through
low demand or loss of major  customer  account,  could  prove  fatal to us as an
ongoing concern.

         WE  HAVE  LIMITED  SALES  AND  MARKETING  CAPABILITIES,  AND MAY NOT BE
SUCCESSFUL IN SELLING OR MARKETING OUR PRODUCT IN THE FUTURE.

         The  creation  of  infrastructure   to  commercialize   products  is  a
difficult,  expensive and time-consuming process. We currently have very limited
sales and  marketing  capabilities,  which  capabilities  are  limited to Howard
Ullman's sales and marketing  efforts,  the sales and marketing efforts of Susan
Xu and her  staff in  Beijing  and a  limited  number of  contract  salesmen  or
distributors. We would need to rely upon third parties to perform more extensive
sales  and  marketing  work.  To the  extent  that we  enter  into  co-promotion
agreements,  any  revenues to be received by us will be dependent on the efforts
of third  parties if we do not undertake to expand and develop our own sales and
marketing capabilities.  The efforts of third parties may not be successful.  We
may  not be  able  to  establish  direct  or  indirect  sales  and  distribution
capabilities  or be successful in gaining market  acceptance for our products or
for other  products.  Our failure to  establish  more  extensive  marketing  and
distribution   capabilities   or  to  enter  into  marketing  and   distribution
arrangements  with third  parties  could have a material  adverse  effect on our
revenue and cash flows.

         WE ARE DEPENDENT ON OUTSIDE  MANUFACTURERS  FOR THE  MANUFACTURE OF OUR
PRODUCTS.  THEREFORE WE WILL HAVE LIMITED CONTROL OF THE  MANUFACTURING  PROCESS
AND RELATED COSTS.

         We sell products  that require  third-party  manufacturing  in China or
other  foreign  countries.  The efforts of those third parties to date have been
successful,  but  may not be  successful  in the  future.  We may not be able to
maintain  relationships  with third parties to  manufacture  our products in the
event of any serious political,  trade or economic disputes between the U.S. and
China.

            THE THREAT OF  E-COMMERCE  TO SDI. As China,  the main source of our
products,  becomes  increasing  sophisticated  and  integrated  into  the  world
economy,  our  Chinese  and other  foreign  manufacturing  sources  may start to
conduct business internationally over e-commerce Web Sites on the Internet. Such
a development  might enable our customers to order SDI's products  directly over
the  Internet  SDI's   manufacturing   sources  in  China  or  other   competing
manufacturing sources, which would eliminate or reduce the need of SDI customers
to use SDI to obtain  products.  SDI has not to date been able to  contractually
restrict its Chinese and other  manufacturing  sources from selling  directly to
the U.S. Even if SDI obtained such restrictions,  there are other  manufacturing
sources in China and other  countries that do not conduct  business with SDI but
are capable to producing the same products as SDI's  products.  SDI is exploring
developing its own e-commerce  resources to attract North American customers who
want to buy on line in order to reduce  purchasing and inventory  overhead,  but
SDI does not  have  the  funding  capabilities  at this  time to  implement  its
e-commerce strategy.

                                       15
TERMS OF SUBSEQUENT FINANCINGS MAY ADVERSELY IMPACT YOUR INVESTMENT.
We will have to raise equity,  debt or preferred  stock financing in the future.
Your  rights  and the value of your  investment  in the  common  stock  could be
reduced.  For example, if we have to issue secured debt securities,  the holders
of the debt would  have a claim to our assets  that would be prior to the rights
of stockholders until the debt is paid.  Interest on these debt securities would
increase costs and negatively impact operating results. Preferred stock could be
issued in series from time to time with such designations,  rights, preferences,
and  limitations as needed to raise capital.  The terms of preferred stock could
be more  advantageous to those investors than you as holders of common stock. In
addition,  if we need to raise more equity  capital  from sale of common  stock,
institutional  or other investors may negotiate terms at least and possibly more
favorable than the terms of this offering. More common stock could be sold under
these  circumstances at prices lower than offered under this  prospectus,  which
could result in dilution of the book value of shares bought in this offering.

            EVEN IF WE  SUCCESSFULLY  EXECUTE OUR NEW BUSINESS  PLAN,  WE CANNOT
ASSURE YOU THAT WE WILL ACHIEVE PROFITABILITY.

            Since SDI was acquired on December 1, 2003,  we have been pursuing a
business  plan to expand our  businesses  and increase our revenues and profits.
This  plan  calls for  diversifying  SDI's  product  lines,  acquisition  of new
existing  businesses and making CPF and any other new businesses  profitable and
self-sustaining.  We lack the cash flow and  profit  margins to fund such a plan
from revenues from existing businesses. If we are unable to manage our operating
expenses  and  increase  our gross  margins,  without  experiencing  significant
deterioration  in our  projected  sales  volumes,  we may be unable  to  achieve
positive operating cash flow in the future. Further, we cannot guarantee that we
will be able to maintain  SDI  customer  purchase  activity  and  general  brand
awareness that we have had in the past with our current  marketing  budget.  Our
ability to achieve our annual and quarterly revenue and gross margin goals could
also be negatively impacted by the softening business demand for SDI products or
the appeal of doing business in China, as well as any renewed  weakening general
economic conditions.

            Our new operating plan reflects management's  expectations as of the
date of this prospectus,  and is based on currently  available  information,  as
well as significant  assumptions made by management  regarding  various revenue,
gross  margin  and  operating  expense  items.  We  cannot  guarantee  that  the
assumptions  that we have relied upon in developing  our operating  plan will be
accurate,  or that future events or results will conform to our  expectations or
assumptions.  If our assumptions are inaccurate, or our expectations prove to be
erroneous in light of future events, or if we are unable to maintain the support
of our vendors,  distributors,  third party  advertisers and other key corporate
relationships  regardless of the success of our new operating plan, we will need
to raise additional  working capital before we achieve  positive  operating cash
flow. We currently do not have any  commitments  for additional  financing other
than our  agreement  with Dutchess  Equities,  and we cannot be certain that the
Dutchess Fund financing or any other additional financing will be available when
and to the extent  required,  or that,  if  available,  it will be on acceptable
terms.  If adequate funds are not available on acceptable  terms,  we may not be
able to fund our operations and our business could fail.

            WE CANNOT  ASSURE  YOU THAT WE WILL BE ABLE TO MANAGE  GROWTH OF OUR
BUSINESS.

         Our growth strategy includes growing our customer base both through our
own marketing  efforts,  as well as through the acquisition of other businesses.
If we are unable to manage growth  effectively,  it could have material  adverse
effects on our results of  operations,  financial  condition,  or  business.  We
cannot guarantee that we will successfully  expand our customer base or that any
expansion  will  enhance our  profitability.  We expect our planned  growth will
place  a  significant   strain  on  our   management,   which  consists  of  one
executive/manager,  and operations. Our future growth will depend in part on the
ability of our officer and other key employees to implement and expand financial
control systems and to expand,  train,  and manage our employee base and provide
support to an expanded  customer  base.  Also,  our future growth will depend on
whether our management can handle growth.  While we intend to add management and
systems for any future growth,  we do not currently possess or have in place the
financial  and  management  systems and  controls  and  personnel  required of a
successful  business.  This makes us extremely  vulnerable to failure  resulting
from the inability to manage growth and expansion of our business.

                                       16
IN LIGHT OF  CERTAIN  PERCEPTIONS  REGARDING  OUR STATUS AS A "PENNY
STOCK"  COMPANY AND OUR FINANCIAL  CONDITION,  OUR CUSTOMERS,  DISTRIBUTORS  AND
VENDOR PARTNERS MAY DECIDE NOT TO DO BUSINESS WITH US.

       As a  small,  penny  stock  company,  our  financial  condition  and  our
perceived ability to fulfill our financial and other obligations, our customers,
distributors, vendor partners and other corporate partners and service providers
may decide not to conduct  business with us, or may conduct  business with us on
terms that are less  favorable  than those  customarily  extended  by them.  For
example,  our  distributors  could seek to limit our credit  terms or  otherwise
reduce their support of our business, forcing us to leverage our operating cash.

            IN LIGHT OF CERTAIN PERCEPTIONS  REGARDING OUR FINANCIAL  CONDITION,
OURCUSTOMERS,  DISTRIBUTORS  AND VENDOR  PARTNERS  MAY DECIDE NOT TO DO BUSINESS
WITH US.

         Due to concerns  regarding  our  financial  condition as a small "penny
stock" business with a history of operating  losses and failed  operations,  and
our perceived ability to fulfill any expanded  financial and other  obligations,
our customers,  distributors,  vendor partners and other corporate  partners and
service  providers  may decide not to conduct  business  with us, or may conduct
business  with us on terms  that  are  less  favorable  than  those  customarily
extended by them. For example, our manufacturing sources could seek to limit our
credit terms or otherwise  reduce their support of our  business,  forcing us to
leverage our operating cash by increasing the security  required for our secured
credit  lines.  Also, if our  customers  and vendor  partners  choose to do less
business  with us, our net sales would  decrease and our gross  profits would be
significantly impacted by reduced sales volumes.

         MARKET RISKS.  THE MARKET PRICE OF OUR COMMON STOCK ON THE OTC BULLETIN
BOARD MAY FLUCTUATE  SIGNIFICANTLY  WHICH MAY CAUSE  CERTAIN  INVESTORS TO AVOID
PURCHASING OUR SHARES.

     The  market  price of our Common  Stock  traded on OTC  Bulletin  Board may
fluctuate  significantly  in response  to factors,  some of which are beyond our
control, such as:

o        announcement of new products or product enhancements by us or our
o        competitors;

o        developments concerning intellectual property rights and
o        regulatory approvals and concerns;

o        quarterly variations in our and our competitors' results of
o        operations;

o        if any, changes in earnings  estimates or recommendations by securities
         analysts - currently, no analysts follow or report on the Company;

o        developments in our industry; and

o        general market conditions and other factors, including factors
o        unrelated to our own operating performance.

                                       17
BECAUSE THE  COMPANY  WENT FROM A PUBLIC  SHELL  COMPANY TO ONE WITH AN
OPERATION BY MEANS OF THE  ACQUISITION OF SDI, A SMALL PRIVATE  COMPANY,  WE MAY
NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE  FIRMS OR  INSTITUTIONAL
BUYERS WHICH FOLLOW MORE MARKET ESTABLISHED COMPANIES.

     Additional  risks may exist  because the Company  went from a public  shell
company  with no  operations  to a  company  with an  operation  by means of the
acquisition  of SDI,  which is a small business  concern.  Security  analysts of
major brokerage firms and securities  institutions  may not cover us since there
is no  incentive  to  brokerage  firms to  recommend  the purchase of our common
stock. No assurance can be given that  established  brokerage firms will want to
conduct any financings for us in the future.

         THERE IS ONLY A VOLATILE  LIMITED  MARKET FOR OUR COMMON STOCK THAT MAY
ACCELERATE PRICE SWINGS. OUR STOCK TRADES TYPICALLY BELOW THREE CENTS PER SHARE.

     Recent history relating to the market prices of public companies  indicates
that,  from time to time,  there may be  periods of  extreme  volatility  in the
market price of our  securities  because of factors  unrelated to the  operating
performance of, or announcements concerning,  the issuers of the affected stock,
and especially for stock traded on the OTC Bulletin  Board.  Our common stock is
not  actively  traded,  and the bid and asked  prices for our common  stock have
fluctuated significantly.  In the past two fiscal years, the common stock traded
on the OTC Bulletin Board from a high of $0.10 to a low of $0.01 per share,  and
since the  acquisition of SDI the market prices have ranged from $0.01 to $0.08.
See  "Market  For Our Common  Stock."  General  market  price  declines,  market
volatility,  especially  for low priced  securities,  or factors  related to the
general economy or to us in the future could  adversely  affect the price of the
common stock.

            FUTURE  SALES BY OUR  STOCKHOLDERS  MAY  ADVERSELY  AFFECT OUR STOCK
PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS. Sales of our common
stock in the public market  following this offering could lower the market price
of our common  stock,  which is, as of August 22,  2005,  under  three cents per
share on the bid.  Sales may also make it more difficult for the Company to sell
equity securities or equity-related securities in the future at a time and price
that our management deems  acceptable,  or at all. Of the 555,621,087  shares of
Common Stock outstanding on October 19, 2005,  approximately  373,526,766 shares
could be sold under Rule 144 or become free tradable by removal of  restrictions
under Rule 144(k).

         BECAUSE THE COMPANY'S  COMMON SHARES ARE "PENNY  STOCK,"  CERTAIN RULES
MAY IMPEDE THE  DEVELOPMENT OF INCREASED  TRADING  ACTIVITY AND COULD AFFECT THE
LIQUIDITY FOR  STOCKHOLDERS.  The shares offered by this  prospectus  constitute
penny stock  under the '34 Act.  The shares  will  remain  penny  stocks for the
foreseeable  future.  The  classification of penny stock makes it more difficult
for a broker-dealer  to sell the stock into a secondary  market,  which makes it
more   difficult  for  a  purchaser  to  liquidate   his/her   investment.   Any
broker-dealer  engaged by the  purchaser  for the  purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange  Act.  Rather  than  creating a need to comply with those  rules,  some
broker-dealers will refuse to attempt to sell penny stock.

                                       18
The SEC has adopted rules that regulate  broker-dealer  practices in
connection  with  transactions  in "penny  stocks."  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system,  provided  that  current  price and volume  information  with respect to
transactions  in such  securities is provided by the exchange or system).  Penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise  exempt from those rules,  to deliver a standardized  risk  disclosure
document prepared by the SEC, which specifies information about penny stocks and
the nature and  significance of risks of the penny stock market. A broker-dealer
must also  provide  the  customer  with bid and offer  quotations  for the penny
stock,  the  compensation  of  the  broker-dealer,   and  sales  person  in  the
transaction,  and monthly account statements indicating the market value of each
penny stock held in the customer's account.  In addition,  the penny stock rules
require that,  prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer  must make a special written  determination  that
the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules.

            Our  securities  are subject to the SEC's  "penny  stock rules" that
impose additional sales practice  requirements on broker-dealers  who sell penny
stock  securities to persons  other than  established  customers and  accredited
investors  (generally those with assets in excess of $1,000,000 or annual income
exceeding  $200,000 or $300,000  together with their spouse).  For  transactions
covered  by these  rules,  the  broker-dealer  must make a  special  suitability
determination  for the purchase of penny stock  securities and have received the
purchaser's   written  consent  to  the  transaction   prior  to  the  purchase.
Additionally,  for any transaction  involving a penny stock,  unless exempt, the
"penny  stock  rules"  require  the  delivery,  prior to the  transaction,  of a
disclosure  schedule relating to the penny stock market. The `broker-dealer also
must  disclose  the  commissions  payable  to  both  the  broker-dealer  and the
registered  representative  and current  quotations for the securities.  Monthly
statements  must be sent  disclosing  recent  price  information  on the limited
market in penny stocks.  These rules may restrict the ability of  broker-dealers
to sell our  securities and may have the effect of reducing the level of trading
activity of our common stock in the secondary market.

         Specifically, the penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document prepared by the Commission, which:

--       contains  a  description  of the nature and level of risk in the market
         for penny stocks in both public offerings and secondary trading;

--       contains  a  description  of the  broker's  or  dealer's  duties to the
         customer and of the rights and remedies  available to the customer with
         respect to a  violation  to such  duties or other  requirements  of the
         Securities Act of 1934, as amended;

--       contains a brief,  clear,  narrative  description  of a dealer  market,
         including "bid" and "ask" prices for penny stocks and the  significance
         of the spread between the bid and ask price;

--       contains a toll-free  telephone  number for  inquiries on  disciplinary
         actions;

--       defines  significant terms in the disclosure document or in the conduct
         of trading penny stocks; and

--       contains  such  other  information  and  is  in  such  form  (including
         language,  type,  size and format) as the SEC shall  require by rule or
         regulation;

                                       19
The broker-dealer also must provide, prior to effecting any transaction
in a penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;
     -    the compensation of the broker-dealer and its salesperson in the
          transaction;
     -    the number of shares to which such bid and ask prices apply,  or other
          comparable  information  relating  to the depth and  liquidity  of the
          market for such stock; and
     -    monthly  account  statements  showing  the market  value of each penny
          stock held in the customer's account.

         THE COMPANY  DOES NOT HAVE A FULL-TIME  CHIEF  FINANCIAL  OFFICER.  The
position of chief  financial  officer of the Company is filled by Howard Ullman,
the Chief  Executive  Officer and President of the Company.  Mr. Ullman does not
have prior experience as a chief financial officer.  The absence of a permanent,
full-time  chief  financial  officer  and the types of  financial  controls  and
procedures,  which will be required of public companies,  leave investors in our
common stock without these protections until they are remedied. We are searching
for a  qualified  part-time  chief  financial  officer on a  consultancy  basis,
however,  we  have  not  retained  a  long-term  chief  financial  officer.  The
responsibilities of the principal accounting and financial officer are currently
being  handled by Mr.  Ullman.  We have on our board of  directors  a  qualified
financial expert as described in the Sarbanes-Oxley Act.

         The Sarbanes-Oxley Act requires public companies to maintain disclosure
controls and procedures that are designed to ensure that information required to
be disclosed in reports  filed with the SEC is recorded,  processed,  summarized
and reported within the time required.  This includes controls and procedures to
ensure that such  information is  accumulated  and  communicated  to management,
including  the chief  executive and  financial  officers,  so as to allow timely
decisions regarding required disclosure of such information.  The Sarbanes-Oxley
Act also requires  documentation of internal control procedures,  remediation as
needed, and periodic testing of the controls. We are in the process of reviewing
our internal  controls with a view toward  documenting the required controls and
procedures  and adopting a testing plan.  This process is in the initial  stages
beginning with the review of  procurement  and inventory  functions.  We plan on
completing the documentation,  testing and remediation as required during fiscal
ear 2005 to be compliant under Section 404 of the Sarbanes-Oxley Act.

                                 USE OF PROCEEDS

            We will not receive proceeds from the Selling Shareholder's sales of
shares of Common Stock.

             MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     The stock is traded on the Over-the-Counter Bulletin Board under the symbol
"CHDT.OB".

                                       20
The  following  shows the high and low market  quotation for the shares for
the last three years.  Quotations reflect  inter-dealer  prices,  without retail
mark-up,  mark-down,  or commissions,  and do not necessarily  represent  actual
transactions.

                                      Low                     High

2005

Second Quarter                 $          0.01              $    0.02
First Quarter                  $          0.03              $    0.05

2004:

First Quarter 2004:            $          0.03              $    0.09
Second Quarter 2004:                      0.03                   0.08
Third Quarter 2004                        0.03                   0.07
Fourth Quarter                 $          0.04                   0.08

2003:

First Quarter                  $          0.01              $    0.01
Second Quarter                            0.05                   0.01
Third Quarter                             0.05                   0.02
Fourth Quarter                            0.09                   0.02

2002:

First Quarter                  $         0.030              $    0.06
Second Quarter                           0.030                   0.08
Third Quarter                            0.012                   0.05
Fourth Quarter                            0.08                   0.01

     The  Company  has  never  declared  or paid any cash  dividends.  It is the
present  policy of the  Company to retain  earnings  to  finance  the growth and
development  of the business  and,  therefore,  the Company does not  anticipate
paying dividends on its Common Stock in the foreseeable future.

         The known  number of  shareholders  of record of the  Company's  Common
Stock as of October 19, 2005 was approximately  300. The stock transfer agent is
Corporate  Stock  Transfer,  Inc.,  3200 Cherry  Creek Drive  South,  Suite 430,
Denver, Colorado 80209, Telephone (303) 282-4800, Fax (303) 282-5200.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS,
                             AND PLAN OF OPERATIONS

     Factors that might cause such differences  include, but are not limited to,
our history of  unprofitability  and the uncertainty of our  profitability,  our
ability to develop and introduce new services and products,  the  uncertainty of
market  acceptance  of those  services or products,  our  potential  reliance on
collaborative  partners, our limited sales and marketing experience,  the highly
competitive industry in which we operate,  the impact of political,  economic or
trade  disputes  between the United States and China on our business and ability
to operate, general economic and business conditions, lack of adequate financing
or funding, turnover in senior management, and competition from competitors with
greater  resources  and  market  share -- some or all of which may be beyond our
ability to control.

                                       21
PLAN OF  OPERATIONS  - The  Company  was  organized  for the purpose of
creating a corporate  vehicle to seek,  investigate  and, if such  investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which  desire to seek  perceived  advantages  of a
publicly held corporation.

         The  Company  may  incur   significant   post-merger   or   acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent  sale. The Company will also incur  significant  legal and
accounting  costs in  connection  with the  acquisition  including  the costs of
preparing post- effective amendments,  Forms 8-K, agreements and related reports
and documents.

         While the Company believes that SDI will be able to generate sufficient
cash flow to pay for SDI's and the  Company's  direct  overhead  costs and, with
respect to SDI, its internal  planned  growth in fiscal year 2004,  SDI does not
generate  sufficient  cash  flow at this  time to fund an  acquisition  program,
development of new businesses (except ones requiring low start-up costs or which
are   complementary   to  the  Company's   current   low-overhead   distribution
operations).  The Company will not have  sufficient  funds (unless it is able to
raise funds in a private  placement or in  connection  with an  acquisition)  to
undertake any significant business development, or extensive marketing, in terms
of scope of campaign  and  geographical  reach,  of new  products.  Accordingly,
following the acquisition,  the Company will, in all likelihood,  be required to
either seek debt or equity  financing or obtain funding from third  parties,  in
exchange for which the Company may be required to give up a substantial  portion
of its  interest in the  acquired  product or to issue large number of shares of
its capital stock. There is no assurance that the Company will be able either to
obtain  additional  financing or interest third parties in providing funding for
the further development, marketing and manufacturing of any products acquired.

         RESULTS OF OPERATIONS - The Company had no  operations  during 2002. On
December 1, 2003, the Company acquired all of the issued and outstanding  shares
of common stock of Souvenir Direct,  Inc. ("SDI"), a private Florida corporation
engaged in the business of  distributing  to its customers  custom  manufactured
souvenir,  promotional  and gift  items  manufactured  in China.  The  financial
results  of SDI for the  year  ended  December  31,  2003  and the  period  from
September 9, 2002 (inception) to December 31, 2002, and the financial results of
SDI for the three and six months  ended June 30, 2004 and 2003 are  reflected in
the financial statements of this Report.

         Prior to the  spring  of 2002,  the  Company  was  engaged  in  systems
development,  the  development  of  customized  software  programs  for business
clients  and  in  value-added   reseller  of  computer   hardware  and  software
manufactured  by other  companies.  After the spring of 2002, the Company had no
business  operations.  Accordingly,  comparisons  with  prior  periods  are  not
meaningful.

            LIQUIDITY AND CAPITAL RESOURCES.  Historically,  the Company has not
generated  enough cash flow from  operations to cover its overhead costs and the
cost of growth.  The inadequacy of cash flow and the inability of the Company to
consistently obtain funding and ongoing funding on commercially reasonable terms
have  undermined  the former  business  operations of the Company and forced the
Company  to obtain  funding  from  management  and  through  the sale of Company
distributor  operation run by two persons,  with no inventory of any consequence

                                       22
to finance and with the ability to grow without  extensive outlays of funds. The
Company is hoping that SDI will generate  enough cash flow to cover the overhead
costs of the Company and SDI and to fund the  expansion of SDI's  business.  Any
acquisitions  by the Company will most likely require third party funding of the
acquisition and the acquired  operations.  As a small business and a penny stock
company,  the Company will continue to face difficulty in obtaining financing or
funding on reasonable commercial terms and

         The Company  expects future  development and expansion will be financed
through cash flow from  operations and other forms of financing such as the sale
of  additional  equity and debt  securities,  capital  leases  and other  credit
facilities.  There are no assurances  that such  financing  will be available on
terms  acceptable  or  favorable to the  Company.  Further,  the increase in the
number of shares of common stock in the public markets may reduce the ability or
appeal of the Company to future sources of possible financing or funding.

         GOVERNMENT  REGULATIONS  - The  Company  is  subject  to all  pertinent
Federal, State, and Local laws governing its business. The Company is subject to
licensing  and   regulation  by  a  number  of   authorities  in  its  State  or
municipality.  These may  include  health,  safety,  and fire  regulations.  The
Company's  operations  are also  subject to Federal and State  minimum wage laws
governing such matters as working conditions and overtime.

            IMPACT OF INFLATION.  To date, the Company has not  experienced  any
significant  effect from  inflation.  The Company's major expenses have been the
cost of marketing its product lines to customers in North  America.  That effort
involves mostly Mr. Ullman  traveling to make direct marketing and sales pitches
to  customers  and  potential  customers  as well as showing the SDI products at
industry  trade shows  around North  America and visiting  China to maintain and
expand SDI's  distribution and  manufacturing  relationships  and channels.  The
Company  generally has been able to meet increase in costs by raising  prices of
its products.

            COUNTRY  RISK.  Almost all of the Company's  contract  manufacturing
operations and sources of products are located in China. As such, the Company is
subject to significant  risks not typically  faced by companies  operating in or
obtaining  products from North America and Western Europe.  Political,  economic
and trade  conflicts  between the United  States and China,  including  possible
conflict over North  Korea's  nuclear  weapons  program or the  independence  of
Taiwan,  could severely hinder the ability of the Company to obtain products and
fill customer orders from the Company's current Chinese  manufacturing  sources.
Further,  Chinese  commercial law is still  evolving to  accommodate  increasing
capitalism in Chinese society,  especially in terms of commercial  relationships
and dealings with foreign companies,  and can be unpredictable in application or
principal.  The same unpredictability exists with respect to the central Chinese
government,  which can  unilaterally and without prior warning impose new legal,
economic  and  commercial  laws,  policies  and  procedures.   This  element  of
unpredictability heightens the risk of doing business in China.

            China is also under international  pressure to value its currency in
a manner that would  increase the value of Chinese  currency in respect of other
world  currencies  and thereby  increase the cost of Chinese  goods in the world
market.  The Company does not believe that such  revaluation of Chinese currency
would  adversely  impact  its  business  because of the  low-cost  nature of the
Company's  products and the fact that U.S. dollars is the currency of use in all
of the Company's commercial transactions.

                                       23
MANAGEMENT

DIRECTORS AND OFFICERS

     The officers and  directors of the Company  during fiscal year 2004 and the
first fiscal  quarter of 2005 are listed  below.  Directors  are elected to hold
office until the next annual meeting of shareholders  and until their successors
are elected or appointed and  qualified.  Officers are appointed by the board of
directors  until a successor  is elected  and  qualified  or until  resignation,
removal or death.

DIRECTOR'S                                   DIRECTOR
NAME             AGE     OFFICE       SINCE  TERM EXPIRES

Howard Ullman   46    Chief Executive  2003   As director
                      President and           2006 annual
                      Chairman of the         meeting;  As an officer, 5 year
                      Board                   employment
                                              agreement 2004-2009

Jeffrey Postal  47    Director         2004   2006 annual
meeting
Laurie Holtz    71    Director         2004   2006 annual meeting
Susan Xu*       40    Director         2005   2006 annual meeting
Lorenzo
   Lamadrid     53    Director         2005   2006 annual meeting
Cora Wong       63    Director         2004   -resigned - served
                                              February 2004 till January 6, 2005
-------------------
*  Accepted appointment to Board to fill an existing vacancy

         Set forth below is certain biographical information, present occupation
and business  experience  for the past five years of each director and executive
officer of the Company.

        Officers of the Company are appointed by the Board of Directors and hold
office until their  successors  are chosen and  qualified,  until their death or
until they resign or have been removed from office. All corporate officers serve
at the discretion of the Board of Directors.

            HOWARD ULLMAN is the Chief Executive Officer, President and Chairman
of the Board of Directors  since  December 1, 2003. He served as President and a
Director of the Company until  resigning  from those offices on October 27, 2003
in order to avoid  any  potential  conflicts  of  interest  during  negotiations
between the Company and Mr.  Ullman's SDI. He has spent the last seventeen years
in the souvenir,  gift and promotional  market with China. He founded,  operated
and successfully  sold (1) Magnet World, an overseas magnet  retailer,  in 2000.
During 1984, Mr. Ullman moved American magnet technology to China to establish a
successful  joint venture  manufacturing  company in the  Ghangzhou  province of
China that has sold more than 200 million  magnets to more than 400 large volume
buyers in over 75 countries.  In 1997, he launched China Direct Trading  Company
to leverage his Far East  supplier  network and to broaden his product line into
thousands of customized gift items ranging from mugs, key chains,  and glassware
to hats and lapel pins.  Mr.  Ullman has owned and  operated  companies on every
level of the supply chain in these industries.  Mr. Ullman earned his Bachelor's
degree in Economics from Tulane University in 1982.

                                       24
LAURIE  HOLTZ is a certified  public  accountant  practicing  in the
greater  Miami,  Florida  region for over 30 years.  Mr.  Holtz was a pioneer in
development  of forensic  accounting  and has worked as a forensic  auditor in a
number of cases over the years. He is the  father-in-law  of Howard Ullman.  Mr.
Holtz has served on the Board of Directors since January 2004.

            JEFFREY  POSTAL is a businessman  and dentist in the Miami,  Florida
region. Mr. Postal owns or founded:  Sportacular Art, a company that is licensed
by the NFL, MLB and NHL to design and manufacture  sports memorabilia for retail
distribution in the U.S.; Weston Sports Management, which arranges appearance of
athletes  at major  retail  companies  around the  country;  DJP  Consulting,  a
marketing  consulting  company servicing  companies  conducting  business on the
Internet;  and DataStream Card Services,  which provides  billing  solutions for
companies  conducting business on the Internet.  He is also the principal of two
dental  treatment  cents,  one being one of the largest  cranio-facial  pain and
trauma centers in the State of Florida.  He has served on the Board of Directors
since January 2004. Mr. Postal received a DMD from Temple University in 1984.

         LORENZO C.  LAMADRID.  Mr.  Lamadrid  was  appointed  as a director  on
January 6, 2005.  Mr.  Lamadrid  is Managing  Director of the Globe  Development
Group,  LLC, a firm that  specializes in the development of large-scale  energy,
power  generation,  transportation  and  infrastructure  projects  in China  and
provides  business  advisory services and investments with a particular focus on
China. Mr. Lamadrid is also a member of the International Advisory Board and the
Executive Committee of Sirocco Aerospace, an international aircraft manufacturer
and marketer.  Additionally  Mr. Lamadrid is a Director and founding  partner of
the  Fairchild  Capital  Group,  a firm  specializing  in basic  industries  and
infrastructure investments in China.

         Mr.  Lamadrid was  President and Chief  Executive  Officer of Arthur D.
Little,  Inc.  based in Cambridge,  MA.  Before  joining  Arthur D. Little,  Mr.
Lamadrid was President of Western Resources International, Inc., a subsidiary of
Western  Resources,  Inc., and Managing Director of The Wing Group, a subsidiary
of Western  Resources  that develops  large-scale  international  electric power
projects.

         Prior to joining Western  Resources,  Mr. Lamadrid was a Vice President
at General Electric Company  Aerospace,  a $5.5 billion  business,  where he was
responsible for  International  Operations ($1.2 billion in revenues),  domestic
marketing and business  development  activities  ($4.3 billion in commercial and
government revenues),  and strategy development for the overall Aerospace Group.
During his tenure, he led the turnaround of GE's international  operations,  led
the  transformation  of the group into a global  business,  and  capitalized  on
hidden technology capabilities through highly profitable new commercial business
activities internationally.

         While at GE, Mr.  Lamadrid also served as Corporate Staff Executive for
strategic planning and business development.  Working closely with the office of
the CEO (early in Jack  Welch's  tenure as  Chairman),  he was  responsible  for
strategy  development  in  GE's  international  operations,  as  well as for the
company's overall international  corporate strategy. Mr. Lamadrid also served on
the Board of Directors of the General Electric Trading Company, GE/RCA Licensing
Operation,   Toshiba   Electronic   Systems  Company  (Japan),   Ltd.,  and  the

                                       25
Philadelphia World Affairs Council. Before joining GE, Mr. Lamadrid was a Senior
Manager at The Boston  Consulting  Group. He was also a founding investor of the
Boston Beer Company (brand name "Samuel Adams").  "Samuel Adams" is a registered
trademark of the Boston Beer Company.

         Mr. Lamadrid graduated magna cum laude with a dual bachelor's degree in
Chemical Engineering and Administrative Sciences from Yale University, earned an
M.S. in Chemical Engineering from the Massachusetts Institute of Technology, and
an M.B.A. from the Harvard Business School.

            SUSAN XU was appointed to Company's Board of Directors on January 6,
2005.  She was  previously a director of the Company from January 14, 2000 until
December 4, 2003.  She  resigned on December 4, 2003 from the  Company's  Board.
There  were no  disputes  between  Ms.  Xu and the  Company  at the  time of her
resignation.  She  graduated  in 1983  with  Bachelors  degree  in from Yan Jing
Overseas   Chinese   University.   She  is  currently  the  general  manager  of
Asia-European  Bridge  Corporation,  Ltd. This firm specializes in international
business  transactions  primarily  in the high  technology  sector.  Ms. Xu also
provides  consulting to foreign businesses seeking to do business in the Chinese
market.

FORMER DIRECTORS AND OFFICERS

         CORA WONG.  Ms. Wong  resigned as a director on January 6, 2005 because
her new employer prohibited service as a director on other company's boards.

            On September 27, 2005,  the Company  engaged Ms. Wong as an agent to
handle the development of the Company marketing,  sales and distribution efforts
in China for Chinese-made generators.

BOARD MEETINGS AND COMMITTEES

         The  Directors  and  Officers  will not receive  remuneration  from the
Company until a subsequent  offering has been  successfully  completed,  or cash
flow from  operating  permits,  all in the discretion of the Board of Directors.
Directors may be paid their  expenses,  if any, of attendance at such meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment shall  preclude any Director from serving the  Corporation  in any other
capacity and receiving  compensation  therefor. No compensation has been paid to
the  Directors.  The Board of Directors may designate  from among its members an
executive committee and one or more other committees.

       The Board of Directors approved the formation of a compensation Committee
in December  2004 in order to oversee the  Company's  compensation  policies and
practices and to oversee the Company sole stock benefit plan.  The  Compensation
Committee  was  organized  in April 2005 and the  current  members  are  Lorenzo
Lamadrid as a voting director member and Paul Richter,  as a non-voting advisor.
The first meeting of the Compensation  Committee is scheduled for the first week
in July 2005 to make up for the initial committee meeting that was scheduled for
the end of March 2005, but postponed.

                                       26
CODE OF ETHICS

     The company has adopted a Code of Ethics. A copy of the Code of Ethics will
be provided to any person,  without charge,  upon written  request  addressed to
Howard  Ullman,  Chief  Executive  Officer and  President,  China Direct Trading
Corporation, 10400 Griffin Road, Suite 109 Cooper City, Florida 33328, Telephone
(954) 252-3440, Fax: (954) 252-3442.

DIRECTOR AND EXECUTIVE COMPENSATION

            Directors  do not receive any cash  compensation.  We have adopted a
2005 Equity Plan, which provides for grants of options to directors.

            Each of our present  directors  who is also an employee  receives no
additional  compensation  for  acting as a director  or  attending  meetings  of
directors.  In the past, the company has not compensated outside  (non-employee)
directors for service but has  reimbursed  them for travel costs to attend Board
meetings.

         As of September  11, 2005,  the Company had only two  officers:  Howard
Ullman,  Chief  Executive  Officer,  President  and  Chairman  of the  Board  of
Directors; and Andrea Maragh, Corporate Secretary. Mr. Ullman's annual salary of
$200,000 is being  deferred  until the Company has a greater  positive cash flow
and can afford to pay Mr.  Ullman's  salary.  The Company  will issue  shares of
restricted Common Stock in lieu of cash compensation for Mr. Ullman based on the
then-current  market value of the Common Stock. No other officer makes more than
$30,000.  On September 6, 2005,  the Company issued  6,250,000  shares of Common
Stock to Mr.  Ullman in lieu of one-half of his 2005 salary as a senior  officer
of the Company.  These shares were valued at $0.015 for purposes of  determining
the number of shares to issue.

            The   following   table  shows   selected   information   about  the
compensation  paid or accrued to or for the  account of  executive  officers  in
2004,  2003,  and 2002 for services,  and bonuses  rendered in all capacities in
those  years.  In 2004,  2003 and 2002,  the Company had one  executive  officer
(Howard Ullman).

            The Company entered into an employment  agreement with Mr. Ullman on
April 22, 2004. Under the proposed employment agreement,  Mr. Ullman is entitled
to an annual  base  salary of  $200,000,  which  compensation  has been and will
continue to be delayed or paid in shares of the company  common  stock until the
cash flow can regularly  support payment of Mr. Ullman's base salary.  No salary
has been paid to Mr. Ullman to date.  Mr.  Ullman's  employment  agreement has a
"change of control" or "golden  parachute  provision"  which  provides  that Mr.
Ullman  will  receive as  severance  pay a single  lump-sum  of that amount that
equals 2.99  multiplied by his then current  annual base salary in the event his
employment is  terminated  as a result of a change of control of the company.  A
change of control  exists if the  company  sells or issues  more than 30% of its
outstanding  shares  of  common  stock  to a  person  who is not at the  time an
officer,  director  or  holder of more than 10% of the  issued  and  outstanding
shares of common stock. The "change of control" provision plan.

            Stock  Option   Plans.   The   Company's   Board  of  Directors  and
shareholders  holding  75% of the  issued and  outstanding  shares of the Common
Stock approved the following  stock option plans by written consent in lieu of a
shareholders meeting in April 2005.

         2005  Consultants  and Legal  Services  Plan. As a company with limited
resources and cash flow, the Company cannot afford to pay cash  compensation  to
investor relations firms and lawyers that is required to implement the Company's

                                       27
plans to eliminate all of the debts and claims of its  predecessor,  CBQ,  Inc.,
and increase the markets' and investors' awareness of CHDT. All of these efforts
are designed to enhance Company  shareholders'  value. The Company believes that
the Plan will enhance  shareholders'  value by allowing the Company to use stock
options  and  stock  grants  to pay for  certain  investor  relations  and legal
services  instead of cash,  which cash is needed to fund the  operations  of the
Company.  Ten million  (10,000,000) shares of Company Common Stock are available
for issuance under the Plan.

         The  purposes  of the  Plan  are  to  obtain  services  for  CHDT  from
independent  contractors  and  professional  advisors  for  services  at reduced
compensation or at rates and/or on terms that are otherwise negotiated favorably
to CHDT by paying their fees or retainers in the form of shares of the Company's
Common Stock.

         Under the Plan,  the Company may grant shares of  restricted  shares of
the Company's Common Stock to qualified participants, who are typically investor
relations  professionals  that are helping to promote the Company and its common
stock to securities  professionals,  institutional investors,  market makers and
business  media as well as pay for certain  legal  services that are incurred by
the Company in  resolving  legal  disputes  or lawsuits  filed by the Company to
protect its rights.

         Under the Plan,  "Independent  Contractors"  means certain third party,
including both  individuals  and companies,  that are neither  directors nor key
employees  of  CHDT,  and  who  provide  certain  services  to  CHDT.  Qualified
"Participants"  shall  mean  professional  advisors,  consultants,   independent
contractors  and  suppliers of the Company and any of its  subsidiaries,  as the
Board in its sole discretion determines to be significantly  responsible for the
success and future  growth and  profitability  of the Company and whom the Board
may designate  from time to time to receive shares of Company Common Stock under
the Plan.

         The Plan was  unanimously  approved by the Company's Board of Directors
on April 11,  2005 and was  approved  by the  holders  of 75% of the  issued and
outstanding   shares  of  Common  Stock  entitled  to  vote  thereon  ("Majority
Shareholder Action") on April 28, 2005.

         The above summary of the Plan is qualified in its entirety by reference
to the Plan,  which is  attached as Exhibit  One to the  Definitive  Information
Statement filed with the Commission on April 29, 2005.

         2005 Equity Plan. The 2005 Equity Plan ("Equity  Plan") was unanimously
approved  by the  Company's  Board of  Directors  on April  11,  2005 and by the
Majority  Shareholder  Action on April 22, 2005. Twenty Million shares of Common
Stock are reserved for issuance under the Equity Plan.

         The purpose of the Plan is to provide incentives to attract, retain and
motivate  eligible  persons  whose  present  and  potential   contributions  are
important to the success of the Company and its subsidiaries by offering them an
opportunity to participate in the Company's future performance through awards of
Options,  Restricted Stock, Stock Bonuses,  Stock Appreciation Rights (SARs) and
Restricted Stock Units.  All capitalized  terms are defined in the Equity Plan's
appendix,  which  Equity Plan and  appendix  with  definitions  are  attached as
Exhibit Two to this Information Statement.

                                       28
Eligible  Participants  in the Equity Plan.  Incentive  stock  options,
which have  certain tax  advantages,  or "ISOs" may be granted only to employees
(including officers and directors who are also employees) of the Company or of a
subsidiary.   All  other  stock  option,   restricted  stock  grants  and  other
stock-based  awards under the Equity Plan ("Awards") may be granted to employees
(including  officers  and  directors  who are  also  employees),  directors  and
professional  advisors,  consultants of the Company or any subsidiary;  provided
that such consultants, contractors and advisors render bona fide services not in
connection  with  the  offer  and  sale  of  securities  in  a   capital-raising
transaction.  The Compensation  Committee of the Company's Board of Directors or
its designee will from time to time  determine and designate  among the eligible
persons who will be granted one or more Awards  under the Equity  Plan. A person
may be granted  more than one Award under the Equity  Plan.  However,  no person
will be eligible to receive more than  2,000,000  Shares  issuable  under Awards
granted in any calendar  year,  other than new  employees of the Company or of a
Subsidiary  (including  new employees who are also officers and directors of the
Company  or any  Subsidiary),  who are  eligible  to  receive up to a maximum of
3,000,000  Shares  issuable  under Awards  granted in the calendar year in which
they commence their employment.
SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION
------------------------------------------------------------------------------------------------------

Name &                 Fiscal                    Salary             Bonus                Other
Principal              Yr. Ended                 (US$)              (US$)                 Annual
Position                                                                                  Compensation
------------------------------------------------------------------------------------
Howard Ullman          2004                  $200,000(1)            $-0-                  -0-
Chief Executive        2003 (2)              $ N/A                  $-0-                  -0-

Officer, President     2002 (3)              $ N/A                   N/A                  N/A
Chairman of the
Board

Bart Fisher (4)        2004 (3)              N/A                    N/A                   N/A
Chief Executive        2003 (3)              N/A                    N/A                   N/A
Officer, President     2002                  $-0-                   $-0-                  $-0-
-------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
                   STOCK OPTIONS AND STOCK-BASED COMPENSATION
Howard Ullman          2004                  1,975,000              $-0-                    $-0-          $-0-
Chief Exec.            2003                  -0-                    $-0-                    $-0-          $-0-
Officer,               2002 (3)              N/A                    N/A                     N/A           N/A
President and
Chairman of  the
Board

Andrea Maragh          2004                  -0-                    10,000                $-0-            $-0-
Secretary                                                           shares Series A
                                                                    Preferred Stock
                       2003 (3)              N/A                    N/A                    N/A             N/A
                       2002 (3)              N/A                    N/A                    N/A             N/A

Bart Fisher            2004 (3)              N/A                    N/A                    N/A             N/A
Chief Executive        2003 (3)              N/A                    N/A                    N/A             N/A
Officer and            2002 (3)              -0-                    $-0-                   $-0-            $-0-
President
--------------------------------------------------------------------------------------------------------------
29
FOOTNOTES
(1)      Annual Base Salary.  Most of Mr.  Ullman's  annual base salary has been
         deferred until the company has sufficient cash flow to pay Mr. Ullman's
         annual base salary in cash from operations.  Mr. Ullman is scheduled to
         receive  approximately  8 million shares of Common Stock in lieu of his
         2004 annual salary. On September 6, 2005, Mr. Ullman received 6,250,000
         shares of Common Stock in lieu of one half of his 2005 annual salary.
(2)      Mr. Ullman  received no compensation  for services  rendered in 2003 to
         the Company and none was accrued or deferred on his behalf.
(3)      Person was not employed by the company in the year or years specified.
(4)      Ms.  Maragh  received  10,000  restricted  shares of Series A Preferred
         Stock as a bonus.  The shares of preferred stock are  convertible  into
         common stock at a ratio of one share of  preferred  stock to 100 shares
         of Company common stock.
     (5) Mr. Fisher was Chief Executive Officer and President in 2002.

                           AGREEMENTS WITH CONSULTANTS

     We enter into short-term  contracts with independent  contractors from time
to time to provide public relations,  investor  relations or business  promotion
services.  Such  agreements  are typically  three to six moths in duration,  pay
between $2,500 and $10,000 in cash  consideration  for services  rendered to the
company and may provide for issuing restricted shares of company common stock to
pay for the consulting services.  Often, the Company pays the fees in restricted
shares of Common Stock in order to conserve cash flow from operations.

               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                   MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The  following  table  sets  forth  certain  information  about  beneficial
ownership  of our common  stock as of October  19,  2005,  by each  officer  and
director,  by any  person or group who is known by us to own more than 5% of our
common  stock,  and by the officers  and  directors  as a group.  The  ownership
information  for officers and  directors is based on the Forms 3 and 4 they have
filed with the Securities and Exchange  Commission  pursuant to section 16(a) of
the Securities  Exchange Act of 1934. Based on the Forms 3 and 4, the beneficial
owners  have sole  voting and  dispositive  power with  respect to their  shares
except as otherwise noted.

     The  number  of shares  shown as owned by the  individual  includes  shares
issuable on exercise of any options and warrants he holds.  The  percentage  for
each  person  has  been  determined  by  dividing  (x) the  shares  owned by the
individual  plus the shares the person has the right to acquire on  exercise  of
options and warrants by (y) the  555,621,087  shares  outstanding at October 19,
2005,  plus for each person with options and warrants,  the number of shares the
person has the right to acquire on exercise  thereof.  The shares shown as owned
by officers and directors as a group includes shares issuable on exercise of the
options and warrants,  and the percentage of shares shown as owned by that group
has been determined as if all of those options and warrants had been exercised.

                                       30
AMOUNT AND NATURE OF
                           BENEFICIAL OWNERSHIP(1)(2)
                  --------------------------------------------
                                  NUMBER OF              PERCENT        NUMBER OF        PERCENT
NAME OF BENEFICIAL                COMMON SHARES          OF CLASS       PREFERRED        OF
OWNER                                                                   SHARES           CLASS
-----------------------------     -----------           ----------      ---------        ---------
Howard Ullman (3)                 301,773,870           54%                -0-              --

Laurie Holtz (3)                    3,295,000           *                  -0-
--

Lorenzo Lamadrid                    5,000,000           *                  -0-              --

Jeffrey Postal(4)                   1,000,000           *                  -0-              0%

Cora Wong (4)                       1,000,000           *                  -0-              0%

Bart S. and Margaret
Fisher (5)                         84,080,000           15%                -0-             15%

All directors and executive
officers as a group, including
persons named above (4 persons)   312,068,870           56%                -0-              0%
----------------------------
*        Less than 1 Percent

(1)  Except as set forth  above and based  solely  upon  reports  of  beneficial
ownership required to be filed with the Securities and Exchange  Commission (the
"Commission")  pursuant to Rule 13d-1 under the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  we do not  believe  that any other  person
beneficially  owned,  as of October 7, 2005,  greater than 5% of the outstanding
Common Stock. Mr. Ullman's  ownership  includes  approximately  6,250,000 shares
issued to him by the Company on  September  6, 2005,  in lieu of one-half of his
2005 annual cash salary.
(2) Unless  otherwise  noted, the indicated owner has sole voting power and sole
investment  power. (3) Total includes  1,975,000 shares of common stock that Mr.
Ullman can  purchase  under a warrant,  dated  November  11, 2001 and  1,000,000
shares that he can purchase under a warrant, dated July 20, 2004. Exercise price
is five  cents  per share and three  cents per share  respectively.  Total  also
includes  78,500  shares of common  stock  held  jointly  by Mr.  Ullman and his
spouse,  and 17,000  shares of common  stock owned by his spouse and held in IRA
account.
(4) Total  includes  1,000,000  shares that can be purchased  upon exercise of a
warrant,  dated July 20,  2004.  (5) Bart Fisher  beneficially  owns  40,925,000
shares in his own name and Margaret Fisher,  his wife, owns 43,925,000 shares in
her own name. In light of their spousal relationship,  each one may be deemed an
owner of the other's shares for reporting purposes in this prospectus.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            With the  exception  of  Lorenzo  Lamadrid  and Cora Wong (Ms.  Wong
resigned as a director in January  2005),  the current  directors of the company
are either related to or are business associates of Howard Ullman, the principal
shareholder, Chief Executive Officer, President and Chairman of the Board of the
Company and SDI.  Laurie  Holtz,  a  director,  is the  father-in-law  of Howard
Ullman. Jeffrey Postal is a business associate of Howard Ullman.

                                       31
LOANS OWED TO OFFICER AND DIRECTORS

            CPF was  organized on February 20, 2004 with the company  owning 40%
of the issued and outstanding Membership Interests and Howard Ullman, Cora Wong,
Bart S.  Fisher,  a principal  shareholder  of the  company and a former  senior
officer and director of the company,  and Jeffrey  Postal each owning 15% of the
remaining 60% of CPF Membership  Interests.  On September 13, 2004,  each of the
non-company,  individual members of CPF exchanged their CPF Membership Interests
for a promissory  note in the principal  amount of $5,000,  which was the amount
invested  by each  individual  CPF  members  for  all of  their  CPF  membership
interests.  Each promissory note provides for 12 equal  installment  payments of
principal and accrued  interest (at 6.5% per annum) by CPF,  commencing  January
2005 and ending  December  2005.  The  promissory  notes are not  secured by any
collateral. The individual, former members of CPF exchanged their CPF membership
interests for the promissory  notes in order to avoid any potential  conflict of
interest or  allegations  of self dealing,  especially  since each of the former
natural  persons  was  either a director  and  officer,  a director  or a 10% or
greater owner of company common shares.  The individuals will receive fees based
on services  rendered in any  transaction  or deal that produces  revenue or any
form of consideration for the company or CPF and will receive said fees from the
revenues or consideration received from said transactions or deals.

                               SELLING SHAREHOLDER

     This  prospectus  covers  the  resale of up to  1,738,718  shares of Common
Stock.  The  Selling  Shareholder  may  sell  the  shares  from  time to time in
negotiated of sale at prevailing  market prices,  or at negotiated  prices.  See
"Plan of Distribution." The Selling  Shareholders may offer shares for sale on a
continuous basis pursuant to rule 415 under the 1933 Act.

     Information   in  the  table  has  been  provided  to  us  by  the  selling
shareholders.  All numbers of shares owned, and percentage ownership, are stated
on a pro forma basis to include,  for each person as  applicable,  the number of
shares owned and shares issuable under warrants or options.
SELLING SHAREHOLDER
------------------------------------------------------------------------------------------------------------------

NAME AND                  NUMBER OF                  NUMBER OF     % OF OWNERSHIP       NUMBER       % OF SHARES
ADDRESS OF                SHARES                     SHARES        PRIOR TO OFFERING    OF HSARES    OWNED AFTER
SELLING                   BENEFICIALLY               BEING         OF SHARES            AFTER        OFFERING
SHAREHOLDER               OWNED PRIOR TO OFFERING    OFFERED                            OFFERING

-------------------------------------------------------------------------------------------------------------------
ERIC DELARUE(5)
6945 N.W. 6TH CT.
MARGATE, FLORIDA  33063   100,000                    100,000       LESS THAN 1%         -0-          LESS THAN 1%

DAVID HARRIS, (1)(2)      240,000                    240,000       LESS THAN 1%         -0-          LESS THAN 1%
ATTORNEY
3669 POINCIANA AVE.
SUITE 3A
COCONUT GROVE,
FLORIDA 33133

TRANSMEDIA.COM (1)(3)     810,000                    810,000       LESS THAN 1%         -0-          LESS THAN 1%
240 WEST PALMETTO
PARK ROAD
SUITE 300
BOCA RATON,
FLORIDA 33432

PAUL W. RICHTER (1)(4)    633,198                    588,718       LESS THAN 1%         44,480       LESS THAN 1%
ATTORNEY
7759 DESIREE STREET
ALEXANDRIA,
VIRGINIA 22315

TOTAL:                  1,783,198                  1,738,718       LESS THAN 1%         44,480       LESS THAN 1%
----------------------------
32
(1) Assumes sale of all shares offered.
(2) Stock issued for legal services issued for legal services  performed in 2005
as  defense  counsel  in a civil  lawsuit  against  the  Company  over a service
contract,  totaling  $8,000.  (3) Stock issued for investor and public relations
work for the  Company  in 2005,  totaling  $30,000.  (4) Stock  issued for legal
services  performed  under a contract in 2004 and 2005,  totaling  $22,960.  (5)
Stock  issued  for sales work as  independent  contractor  in 2005 in  generator
sales, totaling $3,900.

            Resale  of  the  shares   owned  or  to  be  owned  by  the  selling
shareholders  is  registered  under  rule  415 of the  Securities  and  Exchange
Commission, concerning delayed and continuous offers and sales of securities. In
regard to the offer and sale of such shares,  we have made certain  undertakings
in Part II of the  registration  statement of which this  prospectus is part, by
which, in general,  we have committed to keep this prospectus current during any
period  in which  the  Selling  Shareholder  make  offers  to sell  the  covered
securities pursuant to Rule 415.

                              PLAN OF DISTRIBUTION

     The  Selling   Shareholder  and  any  of  their  pledgees,   assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of common stock on any stock exchange,  market or trading  facility on which the
shares are traded or in private transactions. These sales may be at fixed or one
or more of the following methods when selling shares:

>>       ordinary   brokerage   transactions   and  transactions  in  which  the
         broker-dealer solicits purchasers;
>>       block trades in which the broker-dealer will attempt to sell the shares
         as  agent  but may  position  and  resell  a  portion  of the  block as
         principal to facilitate the transaction;
>>       purchases  by  a   broker-dealer   as  principal   and  resale  by  the
         broker-dealer  for  its  account;
>>       an exchange distribution in accordance with the rules of the applicable
         exchange
>>       privately negotiated transactions;
>>       settlement  of  short  sales  entered  into  after  the  date  of  this
         prospectus  (a short sale occurs when shares,  not owned by the seller,
         are  sold in hopes of a  decline  in  market  price so the  seller  can
         purchase  in the  market  at a lower  price to be able to  deliver  the
         shares sold);
>>       broker-dealers  may  agree  with  the  selling  stockholders  to sell a
         specified number of such shares at a stipulated price per share;
>>       through  the  writing  or   settlement  of  options  or  other  hedging
         transactions, whether through an options exchange or otherwise;
>>       a combination of any such methods of sale; or
>>       any other method permitted pursuant to applicable law.
>>       The selling  shareholders may also sell shares under Rule 144 under the
         1933 Act, if available, rather than under this prospectus.

                                       33
Broker-dealers  engaged by the selling  shareholders may arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the selling shareholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated.  The  selling  shareholders  do not  expect  these  commissions  and
discounts  to exceed what is customary  in the types of  transactions  involved.
Broker-dealers  may  agree  to  sell a  specified  number  of such  shares  at a
stipulated price per share, and, to he extent such broker-dealer is unable to do
so,  acting as agent for a selling  shareholder,  to purchase as  principal  any
unsold  shares at the price  required to fulfill the  broker-dealer  commitment.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in  transactions,  which may involve  block  transactions  and
sales to and through other broker-dealers,  including transactions of the nature
described above, in the  over-the-counter  markets or otherwise at prices and on
terms  then  prevailing  at the time of sale,  at  prices  than  related  to the
then-current  market price,  or in negotiated  transactions.  In connection with
such  resales,  broker-dealers  may pay to or receive from the  purchasers  such
share commissions as described above.

            In  connection  with  the  sale of our  common  stock  or  interests
therein,  the selling  shareholders  may enter into  hedging  transactions  with
broker-dealers  or other  financial  institutions,  which may in turn  engage in
short  sales of the common  stock in the course of hedging  the  positions  they
assume.  The  Selling  Shareholder  may also sell  shares  short and deliver the
shares to close out their short positions, or loan or pledge the common stock to
broker-dealers that in turn may sell these securities.  The selling shareholders
may also enter into option or other  transactions  with  broker-dealers or other
financial  institutions,  or  create  one or more  derivative  securities  which
require the delivery to such  broker-dealer  or other  financial  institution of
shares  offered by this  prospectus,  which shares such  broker-dealer  or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).

     The selling  shareholders  may also may transfer the shares of common stock
in  other  circumstances,  in  which  case the  transferees,  pledgees  or other
successors  in interest  will be the selling  beneficial  owners for purposes of
this prospectus.

     The selling  shareholder and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the 1933 Act in  connection  with such  sales.  In such event,  any  commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the 1933 Act. The Selling  Shareholder have informed the company
that none of them have any agreement or  understanding,  directly or indirectly,
with any person to distribute the common stock.

     The Company has agreed to pay all fees and expenses incurred by the company
incident to the registration of the shares.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the shares will be sold in such  jurisdictions,  if required,  only
through  registered  or licensed  brokers or dealers.  In  addition,  in certain
states the shares may not be sold  unless  the shares  have been  registered  or
qualified  for  sale  in  such  state  or  an  exemption  from  registration  or
qualification is available.

                                       34
DILUTION OF EXISTING SHAREHOLERS

DILUTION TO NEW INVESTORS

         We have a net tangible  book value of  ($600,587)  or  ($0.001081)  per
share. Pro Forma net tangible book value per share represents our total tangible
assets less our total liabilities  divided by the number of shares of our common
stock outstanding.

         Pro forma net tangible  book value  dilution per share  represents  the
difference  between the amount paid per share by  purchasers  of common stock in
this  offering  and the pro forma net  tangible  book  value per share of common
stock as adjusted to give effect to this offering.  If all 1,738,718  shares are
issued, there would be a total of 555,621,087 shares issued and outstanding.  If
the maximum  1,738,718  shares are issued,  the net  proceeds to us would be $0,
since the  shares  being  sold are all held by  third-parties,  and are  already
outstanding.  After deducting  offering costs of $8,000, net tangible book value
would be ($608,587).  Dividing our net worth by the number of shares outstanding
discloses  a per  share  book  value of  approximately  ($0.001095)  per  share.
Therefore,  the shareholders who are issued shares for services  pursuant to the
offering will suffer an immediate  dilution in the book value of their shares of
approximately  $0.037905,  or approximately  97.19% and the present shareholders
will receive an immediate  book value  decrease of  approximately  $0.000014 per
share.

         The  following  table  sets  forth   information  on  dilution  to  new
shareholders  presuming  100%  of  the  offering  sold  (maximum  proceeds)  and
presuming 60% of the offering is sold (minimum proceeds):
100%                60%
                                                     ---------------------------------------
Initial public offering price per share              $         0.039000  $         0.039000
Net tangible book value after offering                       $(608,587)          $(608,587)
Net tangible book value per share before offering    $       (0.001081)  $       (0.001081)
Net tangible book value per share after offering     $       (0.001095)  $       (0.001095)
Decrease of net tangible book value after offering   $         0.000014  $         0.000014
Dilution per share to new shareholders               $         0.037905  $         0.037905
Decrease to current shareholders                     $         0.000014  $         0.000014
Percentage of dilution to new investors                          97.19%              97.19%
DESCRIPTION OF SECURITIES

COMMON STOCK

     We are authorized to issue  600,000,000  shares of common stock ($.0001 par
value).  As of October 19,  2005,  the Company had  555,621,087  shares of Stock
issued and  outstanding.  The Company is  disputing  the  issuance of 30 million
shares of Stock to principal shareholders of

        Holders  of  common  stock  are  entitled  to one vote per share on each
matter submitted to a vote at any meeting of shareholders.  Cumulative voting is
not permitted in elections of directors or otherwise.  The presence in person or
by proxy  of the  holders  of a  majority  of the  outstanding  common  stock is
required to  constitute  a quorum at any  shareholders  meeting.  If a quorum is
present,  proposals  are passed if  approved by the holders of a majority of the
votes present,  except for substantive corporate matters (such as a merger, sale
of assets or  amendment  to articles of  incorporation,  which  matters  must be
approved by the holders of a majority of outstanding  shares under Florida law).
A minimum  of 10 days'  prior  written  notice is  required  to be given for any
shareholders meeting.

                                       35
Our board of directors has authority,  without action by the  shareholders,
to issue all or any  portion of the  authorized  but  unissued  shares of common
stock, which would reduce the percentage  ownership of its present  shareholders
and which may dilute the book value of the common stock.

     Shareholders  have no pre-emptive  rights to acquire  additional  shares of
common  stock.  The common  stock is not  subject to  redemption  and carries no
subscription or conversion  rights.  In the event of liquidation,  the shares of
common  stock  are  entitled  to  share   equally  in  corporate   assets  after
satisfaction of all liabilities.

     Holders of common stock are entitled to receive such dividends as the board
of directors  may from time to time declare out of funds  legally  available for
the payment of  dividends.  We have not paid  dividends and do not intend to pay
dividends in the foreseeable future.

PREFERRED STOCK

     We are authorized to issue  100,000,000  shares of serial  preferred  stock
($.001 par value).  The board of directors has authority,  without action by the
shareholders,  to issue  preferred  stock in one or more series and to determine
the voting  rights,  preferences  as to dividends  and  liquidation,  conversion
rights,  and  other  rights of such  series.  Preferred  stock may carry  rights
superior to those of the common stock.

    We have authorized  10,000,000 shares of Series A Redeemable Preferred Stock
and issued 1,100 shares of Series A Redeemable Preferred Stock.

     The Series A Redeemable Preferred Stock has the following rights and terms:
(1)  Dividends:  The holders of the issued and  outstanding  Series A Redeemable
Preferred Stock shall not be entitled to receive dividends; (2) Conversion:  The
holders of the Series A Redeemable  Preferred Stock shall be entitled to convert
their shares into shares of common stock at the conversion  ratio of 1000 shares
of common stock for each share of preferred stock; (3) Redemption. We may redeem
the Series A Preferred Stock at our sole discretion; (4) Liquidation: The Series
A Redeemable  Preferred Stock shall not be entitled to preferential  liquidation
rights  over  any  other  class  or  series  of stock  previously  or which  may
subsequently be issued by the Company; (4) Sinking Fund: The Series A Redeemable
Preferred Stock shall not be entitled to the  establishment  of any sinking fund
for any purpose;  and (5) Voting Rights: The Series A Redeemable Preferred Stock
shall have no voting rights.

                                       36
Reference is made to our articles of  incorporation  and by-laws  which are
available for inspection at our offices or which can be viewed through the EDGAR
data base at  http://www.sec.gov  as exhibits to the  registration  statement on
Form SB-2. Reference is also made to applicable statutes of the state of Florida
for laws concerning rights of shareholders.

            The Company authorized an earlier class of serial preferred stock in
connection with the November 18, 1998  acquisition of Cyberquest,  Inc. in 1999.
The stock transfer agent records  indicate that no shares of this earlier series
of preferred  stock is issued and  outstanding  as of April 29, 2005 because the
holders of such  shares of  preferred  stock had  converted  them into shares of
Common Stock at various  times in the past.  However,  certain  persons in Texas
have  advised the Company  that they hold  approximately  70,000  shares of this
prior series of preferred stock.  The Company is  investigating  this claim, but
has not reached any  conclusion as of the date of this  Prospectus on the merits
of the claim.

WARRANTS

     As of April 29, 2005,  warrants (all presently  exercisable)  to purchase a
total of up to  53,0975,000  shares  are  outstanding.  The  warrants  expire at
various times from November 11, 2011 to August 3, 2014,  and are  exercisable at
various prices from $0.03 to $0.04 per share.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Our bylaws  provide that we shall  indemnify  directors  provided  that the
indemnification  shall not  eliminate  or limit the  liability of a director for
breach of the director's duty or loyalty to the corporation or its stockholders,
or for  acts  of  omission  not in  good  faith  or  which  involve  intentional
misconduct or a knowing violation of law.

      Florida law  permits a  corporation,  under  specified  circumstances,  to
indemnify  its  directors,   officers,  employees  or  agents  against  expenses
(including  attorney's fees),  judgments,  fines and amounts paid in settlements
actually and reasonably  incurred by them in connection with any action, suit or
proceeding  brought by third parties by reason of the fact that they were or are
directors, officers, employees or agents of the corporation, if these directors,
officers,  employees  or  agents  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and,  with respect to any criminal  action or  proceedings,  had no
reason to believe their conduct was unlawful.  In a derivative action, i.e., one
by or in the  right of the  corporation,  indemnification  may be made  only for
expenses actually and reasonably incurred by directors,  officers,  employees or
agent in connection  with the defense or  settlement  of an action or suit,  and
only with  respect  to a matter as to which  they shall have acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests of the corporation,  except that no  indemnification  shall be made if
such person shall have been adjudged liable to the corporation,  unless and only
to the  extent  that the court in which the  action  or suit was  brought  shall
determine upon application that the defendant directors,  officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such adjudication of liability.

                                       37
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
company pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the 1933 Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  company of expenses  incurred or paid by a director,  officer or
controlling person in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the securities being registered,  the company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as  expressed  in the 1933  Securities  Act, and will be
governed by the final adjudication of such issue.

                                LEGAL PROCEEDINGS

CELESTE TRUST LITIGATION.

         CELESTE TRUST REG.,  ESQUIRE TRADE,  ET AL. V. CBQ, INC. (Case# 03 Civ.
9650 RMB; US District Court, SDNY,  12/4/2003).  A lawsuit filed against company
by three  plaintiffs on or about December 4, 2003, but which the company did not
receive  notice of until  the week of  February  18,  2004 or  thereabouts.  The
plaintiffs  purchased  debentures  issued by Socrates  Technologies  Corporation
(STC), a public  Delaware  corporation in 2000.  When the Company  purchased the
assets of two STC  subsidiaries  in March 2001, the  plaintiffs  allege that the
Company  promised to issue to the plaintiffs and others the  consideration  that
was to be  paid  to STC  for  the  acquired  assets  and  to so do in  order  to
compensate the plaintiffs for their investment in the STC debentures, which were
apparently  in default at that time.  The total  consideration  paid for the STC
subsidiaries'  assets were 7.65  million  shares of company  Common  Stock and a
Promissory Note made by the company for $700,000  principal amount.  The company
has retained  legal counsel and is currently  contesting  the lawsuit as well as
countersuing the plaintiffs for $500,000.  The current cost of the litigation to
the Company is being paid by a former  officer and director of the company,  who
was  part  of the  Company's  management  in  2001,  without  any  reimbursement
obligation by the Company.

         If the  Plaintiffs  win a judgment on their claims,  the  judgment,  if
collected,  would prove  potentially  ruinous the  Company,  unless a settlement
involving no cash was arranged between the parties to the lawsuit.

            The  Plaintiff's  complaint  in Celeste  was  dismissed  by the U.S.
District  Court for the Southern  District of New York in early 2005 for failure
to have all  essential  parties to the  dispute as parties to the  lawsuit.  The
Plaintiffs  filed an amended  complaint  prior to the March 1, 2005 deadline for
doing so.  The  Company  currently  intends to  vigorously  defend  against  the
Plaintiff's amended complaint, which adds Networkland, Inc. and Technet Computer
Services   Corporation,   two  former  subsidiaries  of  Socrates   Technologies
Corporation.  The assets of  Networkland,  Inc.  and Technet  Computer  Services
Corporation  were acquired by the Company on March 15, 2001 and that transaction
is at the heart of the  dispute  in the  CELESTE  case.  The  Company  currently
intends to vigorously defend against this lawsuit, but may at some point seek or
consider a settlement  in order to eliminate the nuisance and drain on resources
of this lawsuit.  Currently, the Company's second motion to dismiss is scheduled
to be heard by the Court on or about  September 15, 2005. The Plaintiff has also
filed a motion for a default  judgment  against CBQ Technet  Computer  Services,
Inc. and CBQ Networkland,  Inc., former subsidiaries of the Company. The Court's
decisions on both motions may take several weeks if not months to be issued.

                                       38
SUN TRUST BANK DISPUTE. Sun Trust Bank line of credit and term note:
Prior to being  acquired  by the  company,  Quantum  Technology  Group  had a $4
million line of credit with Crestar Bank, which was subsequently acquired by Sun
Trust.  This  line of credit  was  guaranteed  by  Quantum  and five  individual
guarantors,  including  Ray  Kostkowski,  Anne Sigman,  Skip Lewis,  and Anthony
Saunders.  This line of credit was opened during April, 2000. On August 8, 2000,
the Company acquired all of the shares of Quantum.  Sun Trust asserted that $1.3
million of the line of credit had been used, and was owing to Sun Trust, as well
as line of credit, a $200,000 term loan from Sun Trust to Quantum, approximately
$200,000 in accrued  interest  and  $100,000  in  attorney  fees -- all of which
Suntrust had sought to collect from the individual guarantors.  Suntrust had not
sued the company but has  threatened  to sue.  RAS  Investment,  Inc., a company
affiliated  with Anne Sigman,  has advised the company that RAS has acquired the
Sun Trust  note and has  demanded  payment  in cash or  stock.  The  Company  is
considering or investigating  all of the claims in the RAS  communication to the
company.  As of the date of this prospectus,  the company's  position remains as
before,  that is, that the company is not  obligated  to pay the Sun Trust debts
and any claims made to collect that debt could be defeated by several  potential
defenses and counterclaims.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

            None of the experts named herein was hired on a contingent basis nor
were any such experts a promoter, underwriter, voting trustee, director, officer
or employee of the Company.  Paul W. Richter, one of the Company's outside legal
counsels, beneficially owns 394,480 shares of Stock. All such shares were issued
for legal services rendered in 2001 and 2002 or in 2004 and 2005 in lieu of cash
payment for such legal services.

                                  LEGAL MATTERS

     The  legality of the issuance of the shares  offered  hereby will be passed
upon for us by Paul w.  Richter,  Attorney,  7759  Desiree  Street,  Alexandria,
Virginia 22315.  Mr. Richter owns 633,198 shares of Common Stock (all issued for
services rendered to the Company and in lieu of cash payment) and has a ten-year
option to purchase  25,000  shares of Common Stock at an exercise  price of five
cents per share. Mr. Richter is also one of the selling  shareholders under this
Form S-8.

                                     EXPERTS

     Our  financial  statements  as of December 31, 2004,  and for the two years
then  ended,  have been  audited  by  Robison  Hill &  Company,  Salt Lake City,
independent  certified  public  accountants,  as stated in their report on those
financial  statements,  which  financial  statements and the report thereon have
been included in this  prospectus in reliance upon the authority of such firm as
experts in accounting and auditing.

                                       39
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents,  which have been filed with the Securities and
Exchange  Commission (the  "Commission")  by the Registrant are  incorporated by
reference in this  registration  statement:  (i) the Company's  Annual Report on
Form 10-KSB,  for the fiscal year ended  December 31, 2004;  (ii) the  Company's
Quarterly Report on Form 10-QSB, as amended, for the period ended March 31, 2005
and June 30, 2005, and (iii) the Company's  periodic  reports on Form 8-K, dated
September 30, 2005;  September 28, 2005; September 27, 2005; dated September 26,
2005;  dated August 3, 2005; July 20, 2005; July 13, 2005; May 19, 2005; May 18,
2005;  April 29, 2005;  January 14, 2005,  January 10, 2005; (iv) Company's Form
8-K Reports filed with the Commission on May 19, 2005,  May 18, 2005,  April 29,
2005,  February  24, 2005,  February 22, 2005,  January 14, 2005 and January 10,
2005;  and (iv)  Information  Statement  filed with the  Commission on April 29,
2005;  (v)  Schedule  13D  filed by  Howard  Ullman  regarding  change  in stock
ownership in Company and filed with the  Commission  on February  11, 2005,  and
Amendment Number One, dated September 16, 2005. All documents subsequently filed
by the  Registrant  pursuant  to  Sections  13(a),  13(c),  14 and  15(d) of the
Securities Exchange Act of 1934, shall be deemed to be incorporated by reference
in this registration statement and to be part hereof from the date of the filing
of such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Under  Florida law and our By-Laws,  we can  indemnify any director,
officer,  employee, or agent who was or is a party to any proceeding (other than
an action by, or in the right of, the  corporation),  if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  We can  indemnify any director,  officer,  employee,  or agent to any
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor if such  person  acted in good faith and in a manner he or she  reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
except that no indemnification shall be allowed if the person is adjudged liable
by the court, unless the court finds that indemnification is available. Further,
indemnification  is also dependent upon a finding that the person  satisfied the
applicable standard of conduct, which determination must be made a majority vote
of the board,  a majority  vote of the  shareholders,  or by  independent  legal
counsel.

            The bylaws  provide that directors and officers shall be indemnified
by the corporation  against expenses  incurred in connection with the defense of
any action, suit or proceeding in which they are made parties by reason of being
or having been directors or officers of the  corporation,  except in relation to
matters as to which they are adjudged in such matter to be liable for negligence
or misconduct in the performance of duty. Such  indemnification is not exclusive
of any other  rights to which those  indemnified  may be entitled by  agreement,
vote of stockholders,  or otherwise.  In addition,  the Florida  Corporation Act
permits indemnification of directors and officers against such expenses.

ITEM 8. EXHIBITS

The Exhibits  required to be filed as part of this  Registration  Statement  are
listed  in the  attached  Index to  Exhibits  and  incorporated  herein  by this
reference.

                                       40
TEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  and of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

(2) That for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       41
(h) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Paul W.  Richter  with full power to act without the
other,  such person's  true and lawful  attorney-in-fact  and agents,  with full
power of substitution  and  re-substitution,  for him and in his name, place and
stead, in any and all capacities,  to sign this Registration Statement,  and any
and all amendments thereto (including  post-effective  amendments),  and to file
the same, with exhibits and schedules thereto, and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  necessary  or desirable to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agents, or his substitute or substitutes,  may lawfully do
or cause to be done by virtue hereof.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Cooper City, Florida, on this 20th day of October 2005.

                                  CHINA DIRECT TRADING CORPORATION
                                 (Name of Registrant)

Date:    October 20, 2005
                                                   By: /s/ Howard Ullman
                                 --------------------------------------------
                                                   Name:  Howard Ullman

                                 Its: CEO, President and Chairman of the Board

                                       42
INDEX TO EXHIBITS

Number            Description
-------- ------------------------------

5        Legal Opinion re: legality of securities being issued *

4.1      2005 Consultants and Legal Services Plan

23.2     Consent of Independent Registered Public Accounting Firm

--------------------------------------------------------------------------------
*  to be filed by amendment

                                       43