UNITED STATES
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: March 31, 2008.
____ Transition Report Under Section 13 or 15(d) of the Exchange Act for the
transition period from ____ to ____
Commission file number: 0-24930
CTD HOLDINGS, INC.
(Exact name of small business issuer 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) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. (x)Yes (_) No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) (_)Yes (x)No
As of May 12, 2008, the Company had outstanding 20,930,764 shares of its common
stock.
Transitional Small Business Disclosure Format: (_)Yes (x)No
PART I. Financial Information
Item 1. Financial Statements.
CTD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
March 31,2008
--------------
CURRENT ASSETS
Cash and cash equivalents $ 295,801
Certificate of deposit 52,027
Accounts receivable 32,614
Inventory 100,812
Deferred tax asset 75,000
Investment due from related party 788
Other current assets 2,000
--------------
Total current assets 559,042
--------------
PROPERTY AND EQUIPMENT, NET 451,041
--------------
OTHER ASSETS
Intangibles, net 61,683
Deferred tax asset 390,000
--------------
Total other assets 451,683
--------------
TOTAL ASSETS $ 1,461,766
==============
(Continued)
F-1
CTD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31,2008
--------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 92,532
--------------
LONG-TERM LIABILITIES
Loan from officer 25,856
--------------
STOCKHOLDERS' EQUITY
Common stock, par value $ .0001 per share,
100,000,000 shares authorized, 22,574,290 shares
issued and outstanding 2,257
Preferred stock, par value $.0001
per share, 5,000,000 shares authorized; Series A, 1 share
issued and outstanding -
Additional paid-in capital 3,077,576
Accumulated deficit (1,736,455)
--------------
Total stockholders' equity 1,343,378
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,461,766
==============
See Accompanying Notes to Financial Statements.
F-2
CTD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
PRODUCT SALES $ 68,470 $ 151,226
COST OF PRODUCTS SOLD 20,541 2,145
----------- -----------
GROSS PROFIT 47,929 149,081
----------- -----------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
Selling, general and administrative 128,119 132,497
Legal 6,415 18,434
----------- -----------
Total selling, general and
administrative expenses 134,534 150,931
----------- -----------
OTHER INCOME (EXPENSE)
Investment and other income 6,033 6,942
Interest expense (1,716) (1,779)
----------- -----------
Total other income (expense) 4,317 5,163
----------- -----------
NET INCOME (LOSS) BEFORE INCOME TAXES (82,288) 3,313
INCOME TAX BENEFIT 15,000 -
----------- -----------
NET INCOME (LOSS) $ (67,288) $ 3,313
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share $ (.003) $ (.000)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 21,699,291 16,077,937
=========== ===========
See Accompanying Notes to Financial Statements
F-3
CTD HOLDINGS,INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (67,288) $ 3,313
----------- -----------
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 7,603 5,232
Stock compensation to employees 47,013 25,052
Income tax benefit of deferred tax assets (15,000) -
Increase or decrease in:
Accounts receivable 52,820 (3,197)
Inventory 6,812 (13,826)
Other current assets 442 3,334
Accounts payable and accrued expenses 18,868 (7,867)
----------- -----------
Total adjustments 118,558 8,728
----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 51,270 12,041
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and building improvements (18,905) (6,976)
Patent database development (23,020) -
Investment with related party 65 (6,449)
Redemption of certificate of deposit 211,958 -
----------- -----------
NET CASH PROVIDED BY (USED FOR) INVESTING
ACTIVITIES 170,098 (13,425)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable (140,074) (1,129)
Payments on received stockholder loan 4,526 18,113
----------- -----------
NET CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES (135,548) 16,984
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 85,820 15,600
CASH AND CASH EQUIVALENTS, beginning of period 209,981 23,629
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 295,801 $ 39,229
=========== ===========
CTD HOLDINGS,INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Concluded)
Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
Cash paid for interest $ 1,716 $ 1,779
=========== ===========
Cash paid for income taxes $ - $ -
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Common stock awarded to officers $ 47,013 $ 25,052
=========== ===========
See Accompanying Notes to Financial Statements
F-5
CTD HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2008
(Unaudited)
The information presented herein as of March 31, 2008 and for the three months
ended March 31, 2008 and 2007, 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 recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 2008, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2008. 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, 2007.
(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
For 2008, the Company reported a net loss and also realized a net operating tax
loss for the three months ended March 31, 2008. The Company recorded the future
benefit of this tax loss as a deferred tax asset and an income tax benefit of
$15,000 based on management's expectation that it is more likely than not the
Company will report net income and net taxable income for 2008 and future years
sufficient to utilize its net operating loss carryforwards.
For 2007, no income tax expense was reported for the three month period ended
March 31, 2007, due to the Company utilizing the benefit of its net operating
loss carryforward. In the fourth quarter of 2007, we reduced the valuation
allowance on our deferred tax asset by $450,000.
(4) CONCENTRATIONS
Sales to one major customer was 26% of total sales for the three months ended
March 31, 2008. Sales to the three major customers were 64% of total sales for
the three months ended March 31, 2007.
Substantially all 2007 and 2006 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-7
(5) COMMITMENTS AND CONTINGENCIES
For 2008, the Company has employment agreements with two officers for total
monthly salaries of $10,000. In addition, the officers are awarded shares of
common stock each month. The number of shares due is equal to $13,500 divided by
eighty percent of the closing price of the Company's common stock on that last
day of each month. The Company recognizes an expense equal to the fair value of
the stock determined using the average stock closing trading price for the month
multiplied by the number of shares awarded for that month. The stock is subject
to trading restrictions under Rule 144. Also, the Company issued shares to one
of its employees. The number of shares due is equal to $500 divided by eighty
percent of the closing price of the Company's common stock on the last day of
each month. For the three months ended March 31, 2008, the Company awarded
1,749,999 shares and recognized an expense of $47,013 for stock awarded under
these agreements.
For 2007, the Company has employment agreements with two officers for total
monthly salaries of $5,000. In addition, the Company's president is awarded
shares of common stock each month. The number of shares due is equal to $6,500
divided by eighty percent of the closing price of the Company's common stock
price on the last day of each month. The Company recognizes an expense equal to
the fair value of the stock determined using the average stock closing trading
price for the month multiplied by number of shares awarded for that month. The
stock is subject to trading restrictions under Rule 144. For the three months
ended March 31, 2007, the Company awarded 744,792 shares and recognized an
expense of $25,052 for stock awarded under the agreements.
On February 7, 2007, Registrant and C.E. Rick Strattan filed suit in Circuit
Court in Palm Beach County, Florida, (Case Number 2007CA001818XXXXMB) seeking
the return of the Class A Preferred Share and damages from defendants Eline
Entertainment Group, Inc., Eline Holding Group, Inc., Yucatan Holding Company,
Steven T. Dorrough, Jayme Dorrough, and Barry Rothman, based on representations
made in connection with the Share Exchange Agreement dated August 11, 2005, as
amended and the enforcement of the agreement.
(6) CHANGE IN ACCOUNTING ESTIMATE
During 2007, the Company received a favorable price adjustment for inventory
acquired and resold in 2006, resulting in reduction in cost of goods sold for
2007 of $7,700 in the quarter ended March 31, 2007.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Introduction
CTD Holdings, Inc. (referred to as the "Company," "CTD" or in the first person
notations of "we," "us," and "our") began operations in 1990. Our revenues are
principally derived from retail sales of cyclodextrins and cyclodextrin
complexes. Our sales are primarily to major chemical supply houses around the
world, pharmaceutical companies, and food companies for research and development
and to diagnostics companies. We acquire many of our products outside the United
States, from Japan, Germany, China and Hungary; but we are gradually finding
satisfactory supply sources in the United States. While we generally enjoy
better supply prices from outside the United States, rising shipping costs are
making domestic sources more competitively priced. To add value to our products,
we maintain a comprehensive database of patented and patent pending uses of
cyclodextrins from the United States Patent Trademark Office. We also maintain a
less comprehensive database that includes patents issued in many other countries
including Japan, Germany and others. This information is available to our
customers. We also offer our customers our knowledge of the properties and
potential new uses of cyclodextrins and cyclodextrin complexes.
As most of our customers use our cyclodextrin products in their research and
development activities, their ordering from us is unpredictable with regard to
timing, product mix and volume. We also have four major customers who have a
significant effect on our revenues when they increase or decrease their research
and development activities that use cyclodextrins. We keep in constant contact
with these customers as to their cyclodextrin needs so we can maintain the
proper inventory composition and quantity in anticipation of their needs. The
sales to major customers and the product mix and volume of products sold has a
significant effect on our revenues and gross profit. These factors contribute to
our significant revenue volatility from quarter to quarter and year to year.
We are engaged in litigation with Eline Entertainment Group, Inc. (Eline) over
breech of contract and the return of a stock power authorization of our one
share of Series A Preferred Stock.
In 2004, we amended the Company's Articles of Incorporation authorizing a series
of "blank check" preferred stock consisting of 5,000,000 shares and creating a
series of Series A Preferred Stock, setting forth its designations, rights and
preferences. The more significant right is Series A Preferred shareholders vote
with the holders of common stock on all matters submitted to a vote of our
shareholders. Shares of Series A Preferred Stock are entitled to one vote more
than one-half of all votes entitled to be cast by all holders of voting capital
stock of the Company on any matter submitted to holders of common shares 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 holders of common shares. In 2004, we issued one
share of Series A Preferred Stock to C.E. Strattan, our majority shareholder in
exchange for 1,029,412 shares of common stock held by him, which he voluntarily
surrendered to the Company and were cancelled. Effective August 11, 2005, C.E.
Strattan contractually transferred the one outstanding share of Series A
Preferred Stock to Eline Entertainment Group, Inc. (Eline). The agreement with
Eline provides for advances to the Company of up to an aggregate of $1,500,000
to acquire Cyclolab, at Eline's sole discretion. Eline is an SEC reporting
company currently not in reporting compliance. In September 2006, the Company's
President, Mr. Strattan, demanded, in accordance with the expired contract, the
return of the Series A Preferred Stock in the form of a stock power
authorization since the physical share never left the possession of its original
owner, Mr. Strattan. The demand letter was sent to the address given in the
contract and was never acknowledged nor responded to by Eline. The Company has
filed a legal action with regard to its agreement with Eline. See "Legal
Proceedings".
The Company's Board of Directors has decided to create an additional class
of preferred share to be referred to as the Series B Preferred Share. The Series
B Preferred Share would entitle the holder to vote, in addition to other shares
owned by the holder, the number of votes equal to the number of the authorized,
but unissued common shares of the Company. Action to approve the proposed
amendment would not occur until an Information Statement is filed and approved
by the Securities and Exchange Commission.
Liquidity and Capital Resources
Our cash and short-term investments and certificates of deposit decreased to
$348,000 as of March 31, 2008, compared to $474,000 as of December 31, 2007. The
decrease for the three months ended March 31, 2008, was due primarily to
positive cash flow from operations less the $140,000 payoff of the mortgage on
our property.
As of March 31, 2008, our working capital was $467,000 compared to $504,000 at
December 31, 2007. Our cash flows from operations for the first three months of
2008 was $51,000 compared to $12,000 for the same period in 2007. This increase
was due primarily to timing differences in accounts receivable and accounts
payable.
We accumulated almost $500,000 in cash in January 2008, which is in excess of
our requirements for normal operations and capital projects. We determined the
best use of our additional cash was to pay off the $140,000 mortgage on our
property, which we did in February 2007. This reduces interest expense $850 per
month.
We believe our remaining working capital is sufficient to run our operations at
current expected future operating levels into the near future. We do not require
capital in the next twelve months for normal operations.
In April 2008, we ordered $80,000 of one inventory product (TRMB) in
anticipation of a large order from one of our major customers later in 2008.
This prodcut has a three month or more lead time to acquire from the
manufacturer in the quantity purchased. If this large order does not
materialize, we can sell this product in the normal course of business.
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 profitable financial performance.
Beginning in 2003, we began improvements and renovations of our corporate office
and have invested $191,000 through December 31, 2007, including paving our
limerock driveway and completing our office renovation. During the three months
ended March 31, 2008, we capitalized $19,000 of improvements including paving
the first 300 feet of our driveway. Currently we are conducting an extensive
survey of our 40 acres of property and existing facilities in preparation for
developing a total site plan for our Research Park facility. In 2008, we plan to
renovate three existing structures to be an inventory warehouse and an
educational auditorium at a estimated cost of $60,000. These buildings have been
previously idle. Over the next five years, we plan to renovate or construct at
least six buildings for an estimated cost of $150,000.
Currently, we are developing a site plan for the research park including survey,
engineering and design. The progress of the site plan is contingent on the
Company's ability to fund our building plan from operating profits and cash
flow. At the conclusion of the site plan, we plan to sell additional stock to
finance the building construction of the research park.
During 2007, we began a major upgrade and update of our searchable cyclodextrin
patent database. This database will be an important resource for our customers
seeking information on existing U.S. patented applications of cyclodextrins. We
have capitalized $56,000 for this database through March 31, 2008. We expect the
initial project to cost $85,000 and to be completed by December 31, 2008. We
plan to begin selling subscriptions to customers. During the first quarter of
2008, we expanded the project to include significant data verification and
increased the budget by $30,000. We plan to implement phase II after revenue has
been generated from Phase I. Phase II will include entering U.S. patent
applications into the database. Throughout, we will continue to enhance the
database for ease of use and completeness. We have not budgeted Phase II at this
time. We expect annual database enhancement and maintenance costs to be at least
$20,000 annually for the foreseeable future.
We issued 1,749,999 shares and 744,792 shares of our common stock to officers
and employees for compensation earned under employment agreements for 2008 and
2007, respectively.
We have no off-balance sheet arrangements at March 31, 2008.
Results of Operations
Total product sales for the three months ended March 31, 2008 were $68,000
compared to $151,000 for the same period in 2007. Our major customers continue
to be repeat purchasers. In 2008, we had one major customer account for 26% of
our sales. In 2007, we had three major customers accounting for 64% of our
sales. The decrease in sales was due primarily to less sales to our major
customers.
Our gross profit margin decreased to 70% for the three months ended March 31,
2008 from 99% for the three months ended March 31, 2007, compared to 85% for the
year ended December 31, 2007. This decrease is part of our normal volatility of
sales volume and mix of products. During 2007, we received a favorable price
adjustment for some inventory we acquired and resold in 2006, resulting in
reduction in our 2007 cost of goods sold of $7,700, which had a 5% favorable
gross profit effect. Changes in the product mix in sales also has a significant
effect on our overall gross profit percentage from period to period.
The decrease in the value of the U.S. dollar in relation to the Euro and other
foreign currencies has affected our cost of inventory, and will continue to do
so. We buy most of our products from outside the U.S. Our main supplier of fine
chemicals and complexes has raised its prices 10-15% in Euros. This increase
combined with the decline in the U.S dollar, has seen our costs for these
products increase 55-65%. The cost of our bulk inventory has also increased due
to the decline of the U.S. dollar. These products represent a significant
portion of our revenues. We are not able to raise our prices sufficient to
maintain our historical gross profit percentage and therefore, expect our gross
profit percentage to decline in future quarters.
Our SG&A expenses decreased to $135,000 for the three months ended March 31,
2008, from $150,000 for the three months ended March 31, 2007. During 2008, our
stock compensation expense increased to $47,000 from $25,000 in 2007. During
2007, SG&A expenses include a $25,000 cash bonus to our President and $18,000 in
legal expenses related to the lawsuit with Eline Entertainment Group, Inc.
We may incur significant future legal fees as the result of our lawsuit with
Eline Entertainment Group, Inc.
We recognized a net loss of $(67,000) for the three months March 31, 2008,
compared to net income of $3,000 for the three months ended March 31, 2007.
We will continue to introduce new products that will increase sales revenue and
implement a strategy of creating or acquiring operational affiliates and/or
subsidiaries that will use cyclodextrins in herbal medicines, waste-water
remediation, pharmaceuticals, and foods. We also intend to pursue exclusive
relationships with major cyclodextrin manufacturer(s) and specialty cyclodextrin
labs to distribute their products. We continue to be the exclusive distributor
in North America of the cyclodextrin products manufactured by Cyclolab Research
Laboratories in Budapest, Hungary.
In keeping with its commitment to use the internet as a major advertising and
public relations outlet, the Company intends to apply greater human resources to
the updating and maintaining of its web site. This valuable asset has been
instrumental in creating and maintaining a worldwide leadership role for us in
the implementation of research and commercialization of CD applications. We
believe the maintenance and growth of our web site will return that investment
many times.
Item 3. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
The Company's management and Chief Executive Officer and Chief Financial
Officer, recognize their responsibility for establishing and maintaining
internal control over financial reporting for the Company. After evaluating the
effectiveness of our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of March 31,
2006 (the "Evaluation Date"), the Company's management has concluded, as of the
Evaluation Date and the quarter ended March 31, 2008, the Company's disclosure
controls and procedures were adequate and designed to ensure the information
required to be disclosed in the reports filed or submitted by us under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
with in the requisite time periods. Although management and the Chief Executive
Officer and Chief Financial Officer believe existing disclosure controls and
procedures are adequate, the Company's management and the Chief Executive
Officer and Chief Financial Officer acknowledge a material weakness may exist in
those controls and procedures in that i) the accountant employed by the Company
has no training regarding financial reporting and presentation rules and
regulations of the SEC; and ii) the Company's President/CEO, who oversees all
the accountants' work and provides all internal control functions, while
possessing a MBA from the University of Florida, has no training in matters of
accounting, financial reporting, or presentation rules and regulations of the
SEC.
(b) Effectiveness of Internal Control
The Company's management is reviewing the Company's internal controls over
financial reporting to determine the most suitable recognized control framework.
The Company will give great weight and deference to the product of the
discussions of the SEC's Advisory Committee on Smaller Public Companies (the
"Advisory Committee") and the Committee of Sponsoring Organizations' task force
entitled Implementing the COSO Control Framework in Smaller Businesses (the
"Task Force"). Both the Advisory Committee and the Task Force are expected to
provide practical, needed guidance regarding the applicability of Section 404 of
the Sarbanes-Oxley Act to small business issuers. The Company's management
intends to perform the evaluation required by Section 404 of the Sarbanes-Oxley
Act at such time as a framework is adopted by the Company. For the same reason,
the Company's registered accounting firm has not issued an "attestation report"
on the Company management's assessment of internal controls. Although the
Company's existing disclosure controls and procedures are adequate, the
Company's management acknowledges a material weakness may exist in those
controls and procedures in that i) the accountant employed by the Company has no
training regarding financial reporting and presentation rules and regulations of
the SEC; and ii) the Company's President/CEO, who oversees all the accountants'
work and provides all internal control functions, while possessing a MBA from
the University of Florida, has no training in matters of accounting, financial
reporting, or presentation rules and regulations of the SEC.
(c) Changes in internal controls.
After evaluation by the Company's management, the Company's management has
determined there were no significant changes in the Company's internal controls
or in other factors that could significantly affect the Company's internal
controls subsequent to the Evaluation Date.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
NONE
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
NONE
Item 3. Defaults Upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
Item 5. Other Information.
The Company's Board of Directors has decided to create an additional class of
preferred share to be referred to as the Series B Preferred Share. The Series B
Preferred Share would entitle the holder to vote, in addition to other shares
owned by the holder, the number of votes equal to the number of the authorized,
but unissued common shares of the Company. Action to approve the proposed
amendment would not occur until an Information Statement is filed and approved
by the Securities and Exchange Commission.
Item 6. Exhibits.
(2) Plan of purchase, sale, reorganization, arrangement,
liquidation or succession None
(3) Articles of Incorporation and By-Laws
(i) Articles of Incorporation filed August 9, 1990 *
(ii) By-Laws *
(iii) Certificates of Amendment to the Articles of
Incorporation filed November 18, 1993 and
September 24, 1993 *
(4) Instruments defining the rights of security holders,
including indentures
(a) Specimen Share Certificate for Common Stock. *
(10) Material contracts
(10.1) Agreement of Shareholders dated November 11, 1993
by and among C.E. Rick Strattan, Garrison Enterprises,
Inc. and the Company. *
(10.2) Lease Agreement dated July 7, 1994. **
(10.3) Consulting Agreement dated July 29, 1994 between
the Company and Yellen Associates. *
(10.4) License Agreement dated December 20, 1994 between
the Company and Herbe Wirkstoffe GmbH. *
(10.5) Joint Venture Agreement between the Company and
Ocumed, Inc. dated May 1, 1995, incorporated by
reference to the Company's Form 10-QSB for the
quarter ended June 30, 1995. **
(10.6) Extension of Agreement between the Company and
Herbe Wirkstoffe GmbH. ***
(10.7) Lease Extension +
(10.8) Loan Agreement with John Lindsay +
(10.9) Small Potatoes Contract +
(10.10) Employment Agreement with C.E. Rick Strattan
dated May 30, 2001 ++
(10.11) Employment Agreement of C.E. Rick Strattan
dated October 14, 2003 +++
(10.12) Employment Agreement of George L. Fails
dated October 14, 2003 ****
(10.13) Addendum to Share Exchange Agreement with Eline
Entertainment Group ++++
(10.14) Share Exchange Agreement with Eline Entertainment
Groups +++++
(11) Statement re: computation of per share earnings Note 2 to
Financial
Statements
(15) Letter on unaudited interim financial information ****
(18) Letter on change in accounting principles None
(19) Reports furnished to security holders None
(20) Other documents or statements to security holders or any
document incorporated by reference None
(22) Published report regarding matters submitted to vote of
security holders None
(23) Consents of experts and counsel None
(24) Power of Attorney None
(31) Rule 13a-14(a)/15d-14a(a) Certifications ****
(32) Section 1350 Certifications ****
(99) Additional exhibits None
(100)XBRL-Related Documents None
* Incorporated by reference to the Company's Form 10-SB filed with the
Securities and Exchange Commission on February 1, 1994.
** Incorporated by reference to the Company's Form 10-KSB filed with the
Securities and Exchange Commission on March 29, 1997.
*** Incorporated by reference to the Company's Form 10-KSB filed with the
Securities and Exchange Commission on March 28, 2000.
**** Filed herewith.
+ Incorporated by reference to the Company's Form 10-KSB filed with the
Securities and Exchange Commission on April 2, 2001.
++ Incorporated by reference to the Company's Form 10-KSB filed with the
Securities and Exchange Commission on April 1, 2002.
+++ Incorporated by reference to Form S-8 filed December 1, 2003.
++++ Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on September 21, 2005.
+++++Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on August 15, 2005.
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: May 15, 2008 /s/ C.E. Rick Strattan
-----------------------------
C.E. Rick Strattan
Chief Executive Officer
Chief Financial Officer