SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
__X__ Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934 for the Quarterly Period Ended: June 30, 2004.
____ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Transition Period From ____ to ____
Commission file number: 0-24930
CTD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3029743
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
27317 N.W. 78th Avenue, High Springs, Florida 32643
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 386-454-0887
Former name, former address and former fiscal year, if changed since last
report: N/A.
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 16, 2004, the Company had outstanding 7,171,259 shares of its
common stock.
Transitional Small Business Disclosure Format: No.
PART I: FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
CTD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
June 30, 2004
-------------
CURRENT ASSETS
Cash and cash equivalents $ 57,280
Accounts receivable 90,250
Inventory 56,035
Deferred tax asset 25,000
Loan to shareholder 2,941
Prepaid expenses 1,530
------------
Total current assets 233,036
------------
PROPERTY AND EQUIPMENT, Net 405,816
------------
OTHER
Intangibles, net 13,678
Deferred tax asset 200,000
Sports memorabilia collection 106,000
-----------
Total other assets 319,678
-----------
TOTAL ASSETS $ 958,530
===========
(Continued)
F-1
CTD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(unaudited)
(Concluded)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, 2004
-----------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 26,062
Current portion of long-term debt 10,232
Current portion of shareholder loan 20,000
Call option on sports memorabilia collection 207,000
-----------
Total current liabilities 263,294
-----------
Long-term Liabilities
Long-term debt, less current portion 155,692
Due to Stockholder, less current portion 37,277
-----------
Total long-term liability 192,969
-----------
Common stock payable $ 36,000
-----------
STOCKHOLDERS' EQUITY
Class A common stock, par value $ .0001 per share, 100,000,000 shares
authorized, 7,171,259 shares issued
and outstanding 717
Class B non-voting common stock, par value $ .0001 per
share, 10,000,000 shares authorized, 0 shares issued
and outstanding -
Additional paid-in capital 2,279,510
Accumulated deficit (1,813,960)
-----------
Total stockholders' equity 466,267
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 958,530
===========
See Accompanying Notes to Financial Statements
F-2
CTD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2004 2003 2004 2003
----------- ---------- ----------- ----------
PRODUCT SALES $ 120,250 $ 89,482 $ 253,429 $ 140,029
COST OF PRODUCTS SOLD 12,257 17,215 35,622 25,138
----------- ---------- ----------- ----------
GROSS PROFIT 107,993 72,267 217,807 114,891
----------- ---------- ----------- ----------
SELLING, GENERAL AND 95,497 46,761 231,199 95,987
ADMINISTRATIVE EXPENSES ----------- ---------- ----------- ----------
SPORTS MEMORABILIA COLLECTION:
Gain (loss) on sales - - - -
Expenses (311,250) - (311,250) -
----------- ---------- ----------- ----------
(311,250) - (311,250) -
----------- ---------- ----------- ----------
INCOME FROM OPERATIONS (298,754) 25,506 (324,642) 18,904
----------- ---------- ----------- ----------
OTHER INCOME (EXPENSE)
Investment and other
income 2,434 956 4,153 3,057
Interest expense (3,336) (5,846) (6,529) (12,759)
----------- ---------- ----------- ----------
Total other income
(expense) (902) (4,890) (2,376) (9,702)
----------- ---------- ----------- ----------
NET INCOME BEFORE INCOME
TAXES (299,656) 20,616 (327,018) 9,202
Income Taxes - - - -
----------- ---------- ----------- ----------
NET INCOME (LOSS) $ (299,656) $ 20,616 $ (327,018) $ 9,202
=========== =========== ============ ==========
NET INCOME PER COMMON
SHARE
Net income per
share $ .00 $ .00 $ .00 $ .00
=========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,173,648 4,791,220 6,501,024 4,791,220
=========== ========== =========== ==========
See Accompanying Notes to Financial Statements
F-3
CTD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Six Months Ended
June 30,
--------------------------
2004 2003
---------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ (327,018) $ 9,202
---------- -----------
Adjustments to reconcile
net income to net cash
provided by operating activities:
Depreciation and amortization 13,941 12,292
Stock issued for services 140,250 -
Call option-sports memorabilia collection 207,000 -
Fair value of stock options issued 4,000 -
Increase or decrease in:
Accounts receivable 43,774 27,447
Inventory 6,638 (4,462)
Other current assets (1,530) -
Accounts payable and accrued expenses (3,222) 33
Common stock payable 30,060 -
------------ -----------
Total adjustments 440,911 35,310
------------ -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 113,893 44,512
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and building improvements (33,719) (19,545)
----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES (33,719) (19,545)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt (5,020) (5,520)
Payments on loan payable to stockholder (22,690) (15,000)
Loan to shareholder (3,500) -
Received from shareholder 559 -
----------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (30,651) (20,520)
------------ -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 49,523 4,447
CASH AND CASH EQUIVALENTS, beginning of period 7,757 46,244
------------ -----------
CASH AND CASH EQUIVALENTS, end of period $ 57,280 $ 50,691
============ ===========
(Continued)
F-4
CTD HOLDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Concluded)
Six Months Ended
June 30,
------------------------
2004 2003
---------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 4,819 $ 7,578
========== =========
Cash paid for income taxes $ - $ -
========== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Stock issued in acquisition of sports
memorabilia collection $ 106,000 $ -
========== =========
Common stock issued for consulting services $ 40,000 $ -
========== =========
Common stock issued in connection with
liquidation of sports memorabilia collection $ 100,250 $ -
========== =========
Purchase of vehicle with note payable $ - $ 14,881
========== =========
See Accompanying Notes to Financial Statements
F-5
CTD HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Unaudited)
The information presented herein as of June 30, 2004, and for the three and six
months ended June 30, 2004 and 2003, is unaudited.
(1) BASIS OF PRESENTATION:
The accompanying financial statements include CTD Holdings, Inc. and its
subsidiaries.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Rule 10-01 of Regulations S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal required
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 30, 2004, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2004. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report of Form
10-KSB for the year ended December 31, 2003.
(2) NET INCOME (LOSS) PER COMMON SHARE:
Net income (loss) per common share is computed in accordance with the
requirements of Statement of Financial Accounting Standards No. 128 (SFAS 128).
SFAS 128 requires net income (loss) per share information to be computed using a
simple weighted average of common shares outstanding during the periods
presented. SFAS 128 eliminated the previous requirement that earnings per share
include the effect of any dilutive common stock equivalents in the calculation.
(3) INCOME TAXES
The Company recorded no income tax expense for the three and six months ended
June 30, 2004 due to its net loss for the period.
4) CONCENTRATIONS
Sales to three major customers were 58% of total sales for the three months
ended June 30, 2004. Sales to two major customers were 62% of total sales for
the three months ended June 30, 2003.
Substantially all 2004 inventory purchases were from one vendor. Substantially
all 2003 inventory purchases were from three vendors.
The Company has only one source for certain manufactured inventory. However, the
Company has manufactured these products in the past and could do so again, if
necessary. There are multiple sources for its other inventory products.
F-6
(5) EMPLOYMENT AGREEMENTS
The Company has employment agreements with two employees for total monthly
salaries of $4,900. In addition, the employees are issued the stock equivalent
of $6,000 each month computed based on eighty percent of the average bid and ask
price on the last day of the month for the Company's stock for the preceding
month. The stock is subject to trading restrictions under Rule 144.
Approximately 183,000 shares of common stock were due under these agreements at
June 30, 2004.
(6) CONSULTING AGREEMENTS
In March 2004, the Company entered into a one-year agreement with a consultant
regarding construction and specialized concrete formulations and issued 100,000
shares of stock valued at $40,000 at the date of issuance, which the Company
expensed in the first quarter of 2004. The stock was registered using Form S-8.
The consultant is related to the president and majority shareholder of the
Company.
The Company entered into a three-month agreement with a consultant regarding
capital raising and strategic options. The agreement automatically renews for
three-month successive terms unless cancelled by either party with 30 days
notice. The Company paid $15,000 upon entering the agreement and will pay $3,500
per month, for each month the contract is in force, which it expenses when paid.
The Company is required to pay the consultant 7.5% of any capital raised and 5%
of any other capital transaction resulting within two years of the introduction
by the consultant.
(7) ACQUISTION OF SPORTS MEMORABILIA COLLECTION
In April, 2004, the Company finalized the acquisition of a sports memorabilia
collection (Collection), from its President and major shareholder. The
Collection was appraised at $400,000. The President was issued 1,029,412 shares
of unregistered common stock of the Company for the Collection. The number of
shares was determined using 70% of the appraised value ($280,000) divided by 80%
of the average of the bid and ask price for the Company's stock on April 14,
2004. Since the acquisition of the Collection was from the Company's President
and controlling shareholder, the Company recorded the Collection at $106,000,
which is the acquisition cost basis of the President and controlling
shareholder.
The Company will record subsequent sales of the Collection as gains or losses
from operations.
Concurrent with the acquisition of the Collection, the Company entered into a
one-year contract with a consultant to liquidate the Collection on a "best
efforts" basis. The Company issued the consultant 250,627 shares of common stock
registered on Form S-8 valued at $100,250 on the date the contract was executed.
The Company expensed the $100,250 through operations in the accompanying
statement of operations.
The consultant has the option to purchase the Collection at any time during the
term of the agreement for $200,000 less any sale proceeds already paid to the
Company. The Company computed the fair value of this call option using the
Black-Scholes stock option pricing model. The following assumptions were made in
estimating fair value: risk-free interest rate of 3.5%; no dividend yield;
expected life of one year. The fair value calculated resulting from the issuance
of this option was determined to be $207,000, which was recorded as a liability
in the accompanying balance sheet and charged operations in the accompanying
statement of operations. The Company will recalculate the fair value of the
option at the end of each reporting period and recognize any change as through
operations and adjust its liability accordingly.
The consultant was issued an option to acquire 100,000 shares of the Company's
stock at $.50/share during the one-year term of the agreement. The Company
follows SFAS 123 in accounting for stock options issued to nonemployees. The
fair value of each option granted is estimated using the Black-Scholes stock
option pricing model. The following assumptions were made in estimating fair
value: risk-free interest rate of 3.5%; no dividend yield; expected life of one
year; standard deviation of historical stock returns 44.03%. The fair value
calculated resulting from the issuance of this option was determined to be
$4,000, which was charged through operations in the accompanying statement of
operations.
The Company may be required to pay the consultant $50,000 after three months and
an additional $50,000 after six months - both payments contingent upon the
Company receiving cumulative payments from the sales of the Collection totaling
$150,000. The Company has the option of paying the additional compensation, if
any, by issuing additional common stock to the consultant. The Company is
required to register the stock, if issued. If the target sales amounts are met,
the Company will value the stock when earned and record an expense through
operations.
The consultant is required to maintain adequate insurance and pay for any
transportation costs. The consultant is to liquidate the Collection at prices
not less than 75% of the values published in auction-house guidebooks and/or
reputable trade publications and price guides. The consultant is also required
to provide a detailed itemization of sales to the Company on a monthly basis.
F-7
(8) CORPORATE CHANGES
The Company has filed Form Schedule 14(C) with the Securities Exchange
Commission in conjunction with amending its Articles of Incorporation
authorizing a class of "blank check" preferred stock consisting of 5,000,000
shares and creating a series of Series A Preferred Stock and set forth its
designations, rights and preferences. The more significant right is the share
votes together with the holders of the common stock on all matters submitted to
a vote of our shareholders, with the share of Series A Preferred Stock being
entitled to one vote more than one-half of all votes entitled to be cast by all
holders of voting capital stock of CTD Holding on any matter submitted to common
shareholders so as to ensure that the votes entitled to be cast by the holder of
the Series A Preferred Stock are equal to at least a majority of the total of
all votes entitled to be cast by the common shareholders. The Company intends to
issue one share of the Series A Preferred Stock to its majority shareholder in
exchange for 1,029,412 shares of common stock.
The Company entered into an agreement with two financial consultants in May
2004. Upon the issuance of the one share of Series A Preferred Stock as
described in Note 7 above, the Company will issue 343,137 shares of common stock
registered under Form S-8 to the consultants under terms of the agreement and
charge expense for the fair value of the stock when earned. F-8
Item 2. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources
Our cash and cash equivalents decreased to approximately $57,000 as of June 30,
2004 compared to approximately $106,000 as of March 31, 2004. This decrease was
primarily due to building improvements, payments for financial consulting
services and payments on loans to shareholder in the second quarter.
As of June 30, 2004, we had a working capital deficit of approximately $(30,000)
compared to working capital of approximately $170,000 at the end of the first
quarter. Working capital was reduced this quarter by the recognizing of a
$207,000 call option liability on our recently acquired sports memorabilia
collection. The call option expires in April 2005 and will be settled without
the use of current assets. Absent the call option liability, our working capital
would be $177,000, which is comparable to last quarter. In the second quarter of
2004, we modified our inventory purchase agreement with Cyclolab to a
consignment basis, which resulted in a decrease in inventory and accounts
payable of approximately $15,000. This arrangement allows us to maintain up to
$20,000 of Cyclolab's inventory in the U.S., which we pay Cyclolab only when the
inventory is sold. We also have the right to return any unsold inventory at
anytime. This arrangement helps our working capital by reducing our investment
in inventory and allows us quicker access to inventory to fill orders for fine
chemicals.
Our cash flow from operations through June 30, 2004 was approximately $115,000
compared to $45,000 through June 30, 2003. This increase is due primarily to
higher sales volume for 2004 compared to 2003.
Controlling cash expenses continues to be management's primary fiscal tool.
However, growth requires increased expenditures and we feel that it is
appropriate during the current growth stage to engage consultants that can help
the Company in financial areas outside its expertise, accepting that these fees
will act to reduce profitability. We are working hard to increase revenues to
balance these new expenses, but cannot be sure that such effort will be enough
in the short term to sustain financial performance like that of the past eight
quarters. It is more likely that the rate of earnings growth will slow because
of these extraordinary expenses.
In April 2004, we entered into a one-year consulting agreement as part of a
package designed to create additional revenue. We acquired a collection of
sports memorabilia from our majority shareholder and President for 1,029,412
shares of common stock. While we received a $400,000 appraisal on the
collection, we recorded this asset for $106,000, which represents our majority
shareholder's cost basis. We also engaged a consultant to liquidate that
collection for not less than 75% of its book value. The consultant was issued
250,627 share of common stock valued at $100,250, which we expensed. The
consultant was also issued an option to purchase an additional 100,000 shares of
stock over the term of the agreement for $.40 per share. We expensed $4,000 as
the fair value of this option. We agreed to an option whereby the consultant may
acquire the entire collection for $200,000. We recorded the fair value of this
option ($207,000) as a liability and a charge to operations during the quarter.
During 2003, we began improvements and renovations of our corporate office and
have invested $84,000 through June 30, 2004. At least another $50,000 is planned
for the remainder of 2004. We are committed to a Research Park facility for the
40-acre site. The office renovations will be followed by improved security
operations and modest guest facilities. Contingent on the Company's ability to
financially support modest expansions that will lead to a formal site plan, we
anticipate spending at least another $100,000 over the next four quarters to put
the Company in a position to initiate a 5-year plan for a new Cyclodextrin
Research Park.
Results of Operations
Sales of Cyclodextrins and related manufactured complexes are historically
highly volatile. In efforts to offset this volatility, we continue to expand our
revenue producing activities in Cyclodextrin related research and development
services for unrelated companies while expanding our line of distributed
products. Management will also look for opportunities to create additional
revenue from underutilized assets. Our product sales are primarily to large
pharmaceutical and chemical supply and testing companies for research and
development purposes. To further minimize the unpredictability, we maintain a
constant line of communication with our major customers and their related
Cyclodextrin research and development departments, while monitoring closely our
expenses.
Total product sales for the second quarter 2004 were approximately $120,000
compared to approximately $133,000 in first quarter of 2004 and approximately
$89,000 in the second quarter of 2003. While our second quarter 2004 sales were
slightly lower compared to the previous quarter, the six-month 2004 sales
($253,000) was almost twice the same period the year before ($140,000).
Our gross profit margin of 91% remains consistently strong for the second
quarter 2004 compared to 82% for the previous quarter and 81% for the same
period a year ago. Our SG&A expenses for the second quarter 2004 decreased to
approximately $96,000 from approximately $136,000 in the prior quarter, but were
much greater than the approximately $47,000 for the same period a year ago. The
substantial increase from the year before can be accounted for in large part by
the increased professional fees ($31,000) and travel expenses ($5,000) incurred
as a result of the Company's increased merger and acquisitions activity, and
non-cash increases in Officers' salaries ($18,000). The decrease in our SG&A
expenses from the prior quarter resulted primarily from a first quarter expense
($40,000) related to a consulting agreement and a slight reduction of overhead
costs.
In April 2004, we acquired a collection of sports memorabilia from our majority
shareholder and President. We also engaged a consultant to liquidate the
collection. The consultant was issued 250,627 share of common stock valued at
$100,250, which was expensed. We also issued the consultant an option to acquire
the entire collection for $200,000. We recorded the fair value of this option
($207,000) as a charge to operations during the quarter. We may be required to
pay the consultant $50,000 after three months and an additional $50,000 after
six months - both payments contingent upon the Company receiving cumulative
payments from the sales of the Collection totaling $150,000. The Company has the
option of paying the additional compensation, if any, by issuing additional
common stock to the consultant. If the target sales amounts are met, the Company
will value the stock when earned and record an expense through operations. The
Company recorded approximately $5,000 in sales of the collection for the period
July 1, 2004 through August 16, 2004.
In May 2004, we entered into a three-month agreement with a consultant regarding
capital raising and strategic options to modify the Company's capital structure
in order to expedite planned acquisitions. The agreement automatically renews
for three-month successive terms unless canceled by either party with 30 days
notice. We paid $15,000 upon entering the agreement and will pay $3,500 per
month, for each month the contract is in force, which we expensed when paid. We
are required to pay the consultant 7.5% of any capital raised and 5% of any
other capital transaction resulting within two years of the introduction by the
consultant.
The Company entered into an agreement with two financial consultants in May
2004. The consultants are advising us on corporate structure matters. In the
next quarter, we expect to issue 343,137 shares of common stock to the
consultants under the terms of the agreement and charge operations for the fair
value of the stock issued.
We expect significant increases in future legal and accounting fees as the
result of implementing our planned merger and acquisition strategy.
As a result of the consulting agreements noted above, we recognized a net loss
of approximately $300,000 for the three months ending June 30, 2004, compared to
$20,000 net income for the same period in 2003. Our net loss was $327,000 for
the six months ending June 30, 2004, compared to net income of $9,000 for the
same period of 2003. The decrease is due to consulting agreements entered into
in the second quarter of 2004.
In 2004 we will continue to utilize the CTD Website to emphasize the Company's
unmatched knowledge of the emerging CD industry; in it we will be explaining
more about how CTD's customers are using CD's and what evidence we have that
major industries have focused on CD's because of their great commercial
diversity. We will continue to identify new products and new uses for CD's. We
intend to explore even closer ties with our European partner, Cyclolab; in 2004
management intends to aggressively pursue an even more formal relationship that
may include ownership. In 2004 we are also focusing on asset enhancement through
merger and acquisition strategies.
Forward-looking Statements
All statements other than statements of historical fact in this report are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995, and are based on management's current expectations of the
Company's near term results, based on current information available and
pertaining to the Company. The Company assumes no obligation to update publicly
any forward-looking statements. Actual results may differ materially from those
projected in the forward-looking statements. These forward-looking statements
involve risks and uncertainties, including, but not limited to, the following:
demand for Cyclodextrin; changes in governmental laws and regulations
surrounding various matters, such as labeling disclosures; delays in the
development, production, testing and marketing of products; product margins and
customer product acceptance.
Item 3. Controls And Procedures
(a) Evaluation of disclosure controls and procedures.
The Company's principal executive officer and principal financial officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rule 13a-14(c)) within 90 days prior to the filing
of this report, has concluded that, based on such evaluation, the Company's
disclosure controls and procedures were adequate and effective to ensure that
material information relating to the Company, including its consolidated
subsidiaries, was made known to them by others within those entities,
particularly during the period in which this Quarterly Report on Form 10-QSB was
being prepared. Changes in Internal Controls. There were no significant changes
in the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, nor were there
any significant deficiencies or material weaknesses in the Company's internal
controls. Accordingly, no corrective actions were required or undertaken.
(b) Changes in internal controls.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, nor were there any significant deficiencies or material
weaknesses in the Company's internal controls. Accordingly, no corrective
actions were required or undertaken.
Part II. OTHER INFORMATION
Item. 2. Changes in Securities
From April 1, 2004 to June 30,2004, the Company transferred a total of 343,137
common shares in exchange for consulting services as follows:
Number Common Per Share
Name Shares Purchased Date Price
Matthew Maguire 250,627 04-28-04 $0.399*
C.E. Rick Strattan 1,029,412 04-28-04 **
* Provided for consulting services and resgistered under form S-8. Value
based on the high and low prices of the Common Stock as reported by the OTC
Electronic Bulletin Board on April 9, 2004.
** Sales were made pursuant to Section 4(2) of the 1933 Act. Shares given in
exchange for sports card and memorbillia collection
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Description Page
----------- ----
(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession None
(4) Instruments defining the Rights of Security Holders None
(10) Material Contracts None
(11) Statement re: Computation of Per Share Earnings Note 2,
Financial
Statements
(15) Letter re: Unaudited Interim Financial Information None
(18) Letter re: Change in Accounting Principles None
(19) Report Furnished to Security Holders None
(22) Published Report re: Matters Submitted to Vote of
Security Holders None
(23) Consents of Experts and Counsel None
(24) Power of Attorney None
(27) Financial Data Schedule
(99) Additional Exhibits None
99.1 Certification of CFO and CEO *
99.2 Section 1350 certification *
* Filed Herewith
(b) Reports on Form 8-K:
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CTD HOLDINGS, INC.
DATE
/s/ C.E. "Rick" Strattan
----------------------------- August 19, 2004
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer