UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amended
Form 10-KSB
(Mark One)
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2007
( ) 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.
(Name of small business issuer in its charter)
FLORIDA 59-3029743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27317 N. W. 78th Avenue, High Springs, FL 32643
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (386) 454-0887
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None
Securities registered under Section 12(g) of the Exchange Act:
Class A Common Stock
(Title of class)
Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. (_)
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
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. Yes (X)
No(_).
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB (_).
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act.) Yes (_) No (X)
State issuer's revenues for its most recent fiscal year: $751,176
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days: $210,460 based on the average high
($.02) and low ($.02) price as of March 11, 2008, of $.02 per share. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 15,705,541 shares of Common
Stock as of March 11, 2008.
Transitional Small Business Disclosure Format (Check One): Yes (_) No (X)
Item 8A(T). Controls and Procedures.
a. Management's annual report on internal control over financial reporting.
1. Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our
internal control over financial reporting is a process designed to provide
reasonable assurance that assets are safeguarded against loss from
unauthorized use or disposition, transactions are executed in accordance
with appropriate management authorization and accounting records are
reliable for the preparation of financial statements in accordance with
generally accepted accounting principles.
2. Internal control over financial reporting is a process tailored to
the Company's unique circumstances, designed under the supervision of the
Company's Chief Executive and Principal Accounting Officer, and effected by
the Company's Board of Directors, its consultants and other personnel,
taking into account the small size of the Company, small number of
employees and others involved in the Company's finances. The process uses a
system of checks and balances to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
- pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions
of the Company's assets and the review of those transactions and
dispositions by the Company's compliance officer;
- provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that the Company's receipts and expenditures are being made only
in accordance with authorizations of management or the Company's
Board of Directors; and
- provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material adverse effect on the
Company's financial statements.
3. As required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act,
our Chief Executive Officer who is also our Principal Accounting Officer
carried out an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period
covered by this report. The Company's Chief Executive Officer has concluded
that the Company's disclosure controls and procedures as of December 31,
2007 were effective.
4. This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by
the Company's registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to
provide only management's report in this annual report.
b. Changes in internal controls.
The Company made no changes in its internal control over financial
reporting that occurred during the Company's fourth fiscal quarter
that has materially affected, or which is reasonably likely to
materially affect the Company's internal control over financial
reporting.
Item 8B. 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 13. Exhibits.
Exhibits Page
(2) Plan of purchase, sale, reorganization, arrangement,
liquidation, or succession
(3) Articles of incorporation and by-laws
(i) Articles of Incorporation filed August 9, 1990 * None
(ii) By-Laws. * None
(iii) Certificates of Amendment to the Articles of
Incorporation filed November 18, 1993 and
September 24, 1993. * None
(4) Instruments defining the rights of security
holders, including indentures
(a) Specimen Share Certificate for Common Stock. * None
(6) No exhibit required N/A
(9) Voting Trust Agreement and amendments None
(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. * None
(10.2) Lease Agreement dated July 7, 1994**. None
(10.3) Consulting Agreement dated July 29, 1994 between
the Company and Yellen Associates. * None
(10.4) License Agreement dated December 20, 1994 between
the Company and Herbe Wirkstoffe GmbH. * None
(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.** None
(10.6) Extension of Agreement between the Company and Herbe
Wirkstoffe GmbH.*** None
(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****
(11) Statement re: computation of per share earnings Note 1(k)
to Financial
Statements
(12) No exhibit required N/A
(13) Annual report to security holders for the last
fiscal year, Form 10-Q or 10-QSB or quarterly report
to security holders
(14) Code of Ethics
(16) Letter on changes in certifying accountant*** None
(18) Letter on change in accounting principles None
(21) Subsidiaries of the small business issuer None
(22) Published Report regarding matters submitted to vote of
security holders None
(23) Consent 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
(100) XBRL-Related Documents
* 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.
**** Incorporated by reference to the Company's Form 10-KSB filed with the
Securities and Exchange Commission on April 4, 2008.
***** 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.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Amended Report on Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.
CTD HOLDINGS, INC.
By: /s/ C.E. Rick Strattan
---------------------------------
C.E. RICK STRATTAN,
Chief Executive Officer
Chief Operating Officer
Principal Accounting Officer
Date: January 8, 2009
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/ C.E. Rick Strattan
---------------------------------
C.E. RICK STRATTAN
Chief Executive Officer
Chief Operating Officer
Principal Accounting Officer
Director
Date: January 8, 2009
By: /s/ George L. Fails
---------------------------------
GEORGE L. FAILS
Director
Date: January 8, 2009