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: September 30, 2006.
____ 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 November 8, 2006, the Company had outstanding 15,918,489 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
September 30,
2006
-------------
CURRENT ASSETS
Cash and cash equivalents $ 13,938
Accounts receivable 30,161
Inventory 53,379
Investment due from related party 153,616
Prepaid expenses 4,113
-------------
Total current assets 255,207
-------------
PROPERTY AND EQUIPMENT, NET 422,562
-------------
OTHER ASSETS
Loan to officer 14,711
Intangibles, net 10,617
Sports memorabilia collection 50,402
-------------
Total other assets 75,730
-------------
TOTAL ASSETS $ 753,499
=============
(Continued)
F-1
CTD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30,
2006
-------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 43,118
Current portion of long-term debt 6,182
-------------
Total current liabilities 49,300
-------------
LONG-TERM LIABILITIES
Long-term debt, less current portion 143,675
-------------
STOCKHOLDERS' EQUITY
Common stock, par value $ .0001 per share,
100,000,000 shares authorized, 15,705,541 shares
issued and outstanding 1,571
Preferred stock, par value $.0001
per share, 5,000,000 shares authorized; Series A, 1 share
issued and outstanding -
Additional paid-in capital 2,881,262
Accumulated deficit (2,322,309)
-------------
Total stockholders' equity 560,524
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 753,499
=============
See Accompanying Notes to Financial Statements.
F-2
CTD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2006 2005 2006 2005
----------- ---------- ----------- ----------
PRODUCT SALES $ 112,970 $ 118,923 $ 407,226 $ 373,123
COST OF PRODUCTS SOLD 32,525 15,415 110,695 44,883
----------- ---------- ----------- ----------
GROSS PROFIT 80,445 103,508 296,531 328,240
----------- ---------- ----------- ----------
SELLING, GENERAL AND 117,812 177,357 319,082 387,378
ADMINISTRATIVE EXPENSES
ACQUISITION COSTS 26,778 - 82,802 -
----------- ---------- ----------- ----------
144,590 177,357 401,884 387,378
----------- ---------- ----------- ----------
SPORTS MEMORABILIA COLLECTION
Gain on sales - - - 2,902
Other income - - - 203,470
----------- ---------- ----------- ----------
- - - 206,372
----------- ---------- ----------- ----------
OTHER INCOME (EXPENSE)
Investment and other
income 4,635 2,286 11,311 10,145
Interest expense (2,746) (3,133) (7,371) (10,078)
----------- ---------- ----------- ----------
Total other income
(expense) 1,889 (847) 3,940 67
----------- ---------- ----------- ----------
NET INCOME (LOSS) BEFORE
INCOME TAXES (62,256) (74,696) (101,413) 147,301
Income Taxes - - - -
----------- ---------- ----------- ----------
NET INCOME (LOSS) $ (62,256) $ (74,696) $ (101,413) $ 147,301
=========== ========== =========== ==========
NET INCOME (LOSS) PER COMMON
SHARE
Net income (loss) per
share $ (.00) $ (.01) $ (.01) $ .01
=========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 15,009,821 11,836,428 14,516,445 11,462,147
=========== ========== =========== ==========
See Accompanying Notes to Financial Statements
F-3
CTD HOLDINGS,INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Nine Months Ended
September 30,
-------------------------
2006 2005
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (101,413) $ 147,301
---------- ----------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 20,348 23,980
Gain on sales of sports memorabilia collection - (2,902)
Stock awarded to employees 84,145 157,929
Gain on expiration of option - sports memorabilia
collection - (203,470)
Increase or decrease in:
Accounts receivable 6,241 1,823
Inventory 1,206 (4,378)
Prepaid expenses (4,113) -
Accounts payable and accrued expenses 15,027 2,344
---------- ----------
Total adjustments 122,854 (24,674)
---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 21,441 122,627
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and building improvements (18,046) (20,949)
Redemption of certificate of deposit 131,381 -
Purchase of certificate of deposit (90,034)
Investment with related party (128,616) -
Proceeds from sale of collection - 4,545
---------- ----------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES (15,281) (106,438)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt (5,070) (5,636)
Payments on stockholder loan (3,467) (40,885)
Loan to stockholder (14,711) -
Received from stockholder - 1,830
---------- ----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (23,248) (44,691)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (17,088) (28,502)
F-4
CTD HOLDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
(Concluded)
Nine Months Ended
September 30,
------------------------
2006 2005
---------- ---------
CASH AND CASH EQUIVALENTS, beginning of period 31,026 94,371
---------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 13,938 $ 65,869
========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
Cash paid for interest $ 9,101 $ 8,863
========== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Common stock awarded to officers $ 84,145 $ 97,929
========== =========
Common stock issued for consulting services $ - $ 60,000
========== =========
See Accompanying Notes to Financial Statements
F-5
CTD HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(Unaudited)
The information presented herein as of September 30, 2006, and for the three and
nine months ended September 30, 2006 and 2005, 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 and nine month periods ended September 30, 2006,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2006. 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, 2005.
(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 2006, no income tax expense or benefit was reported for the three and nine
month periods ended September 30, 2006 due to the Company realizing a tax loss
for the periods. The Company increased its deferred tax asset valuation
allowance for the increase in the deferred tax asset as a result of its tax
loss.
For 2005, no income tax expense was reported for the three and nine month
periods ended September 30, 2005 due to the Company realizing a tax loss for the
period and its previous recognition of the benefit of its net operating loss
carryforward. The gain recognized by the Company on the expiration of the call
option on the Sports Memorabilia collection is not taxable for income tax
purposes. The Company increased its deferred tax asset valuation allowance for
the increase in the deferred tax asset as a result of its tax loss.
F-6
(4) CONCENTRATIONS
Sales to the three major customers were 51% of total sales for the nine months
ended September 30, 2006. Sales to four major customers were 72% of total sales
for the nine months ended September 30, 2005.
Substantially all 2006 inventory purchases were from three vendors.
Substantially all 2005 inventory purchases were from two 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.
(5) COMMITMENTS AND CONTINGENCIES
The Company has employment agreements with two officers for total monthly cash
salaries of $4,900. In addition, the officers are awarded shares of common stock
each month. The number of shares is equal to $6,000 divided by eighty percent of
the closing price of the Company's common stock 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 nine months ended September 30,
2006 and 2005, the Company awarded 1,382,000 and 943,000 shares, respectively,
and recognized an expense of $67,000 and $68,000, respectively for stock awarded
under these agreements. The stock awarded under these agreements is presented as
outstanding in the accompanying financial statements. Both agreements expire
December 31, 2006. On September 30, 2006, the Company also approved the issuance
of 410,000 additional shares representing the common shares expected to be
earned under the employment agreements in the fourth quarter of 2006, and
recorded an additional $16,000 in expense. The Company also approved a 14,000
share stock bonus to its employees and recorded and expense of $560.
The Company's Series A Preferred Stock has significant rights including the
right to vote together with the holders of the common stock on all matters
submitted to a vote of Company 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. Each Series A Preferred Stock share has a liquidation preference
of $.0001. There is one share of the Series A Preferred Stock outstanding.
Effective August 11, 2005, the outstanding share of the company's Series A
Preferred Stock was transferred as collateral to Eline Entertainment Group, Inc.
On September 18, 2006, C.E. "Rick" Strattan had counsel mail a demand letter to
Eline Entertainment's President, Barry Rothman, requesting transfer of the one
share of Series A preferred stock in accordance with the terms of the expired
(September 16, 2006) contract. Subsequently a stock transfer form was submitted
for the convenience of Mr. Rothman. As of November 8, 2006, no response and no
executed stock power has been received.
In August 2005, the Company issued 1,000,000 shares of common stock registered
under Form S-8 to financial consultants and charged expense for $60,000 the fair
value of the stock for the three and nine month periods ended September 30,
2005. The Company also issued 500,000 shares of common stock registered under
Form S-8 to its President and majority shareholder and charged expense for
$30,000 the fair value of the stock for the three and nine month periods ended
September 30, 2005.
(6) 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 Company
recorded the Collection at $106,000, which is the acquisition cost basis of the
President and controlling shareholder.
Concurrent with the acquisition of the Collection, the Company entered into a
one-year contract with a consultant to liquidate the Collection which expired in
March 2005. The Company is currently exploring its options to continue its
liquidation of the collection. Management determined the sports memorabilia
collection to be impaired due to lack of marketability and recorded an
impairment charge of $42,000 in the fourth quarter of 2005.
The consultant had 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 fair value calculated resulting
from the issuance of this option was recorded as a liability and the expense was
charged to operations. The option expired in March 2005, and the Company
recorded the expiration of the option liability as a gain in the accompanying
statement of operations for the nine months ended September 30, 2005.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Liquidity and Capital Resources
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 our products principally from outside
the United States, largely from Japan and Hungary, but are gradually finding
satisfactory supply sources in the United States and China. While we 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. 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 whom 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.
Our cash and short-term investments decreased to $168,000 as of September 30,
2006, compared to $187,000 as of December 31, 2005. Our cash and short-term
investments had decreased to $115,000 as of June 30, 2006. The increase for the
three months ended September 30, 2006, was due primarily to an increase in cash
flow from operations resulting from noncash expenses.
As of September 30, 2006, our working capital was $206,000 compared to $241,000
at December 31, 2005. Our cash flows from operations for the first nine months
of 2006 was an increase of $21,000 compared to $123,000 for the same period in
2005. This decrease was due primarily to a reduction in our gross profit due to
our purchasing more expensive inventory from Cyclolab, and $83,000 in expenses
directly related to our unsuccessful acquisition of CycloLab.
We believe our 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. However, we require additional
funding to implement our acquisition strategy. We were unsuccessful in achieving
our goal of raising $1,650,000 to complete the acquisition of CycloLab.
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 $123,000 through December 31, 2004. During 2005 and through
March 31, 2006, we suspended our improvement and renovations program to redirect
our financial resources to the CycloLab acquisition. We began more renovations
during the second quarter of 2006 and have capitalized $11,000 to date in 2006.
We remain committed to a placePlaceNameResearch PlaceTypePark 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 two years to
position the Company to initiate a 5-year plan for a new Cyclodextrin Research
Park.
We have no off-balance sheet arrangements at September 30, 2006.
Results of Operations
Total product sales to date in 2006 were $407,000 compared to $373,000 for the
same period in 2005. Sales for the quarter ending September 30 2006 and 2005
were comparable. Our major customers continue to be repeat purchasers. In 2006,
three of our major customers accounted for 51% of our sales. In 2005, we had
five major customers accounting for 73% of our sales.
Our gross profit margin decreased to 71% for the three months ended September
30, 2006 from 87% for the three months ended September 30, 2006, compared to 85%
for the year ended December 31, 2005. Changes in the product mix in sales has a
significant effect on our overall gross profit percentage. During our attempt to
acquire CycloLab, we were buying most of our products from CycloLab. This has
resulted in increased product costs and lower gross margins than we have
experienced historically for many products. We expect our gross margin to
continue to decrease to the 50-60% range while we reevaluate our suppliers.
Our SG&A expenses increased to $402,000 for the nine months ended September 30,
2006 from $387,000 for the nine months ended September 30, 2005. SG&A expenses
for the quarter ending September 30 2006 decreased to $118,000 from $177,000 for
the quarter ending September 30,2005. So far in 2006, we have incurred expenses
of $83,000 in direct acquisition costs related to the acquisition of CycloLab
that were not incurred in 2005.
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. This agreement expired in March 2005. For the three months ended
March 31, 2005, we recognized a gain on sale of Collection items of $3,000 and
recognized a $200,000 gain on the expiration of a call option liability
previously issued to the consultant. We are currently exploring our options to
continue to liquidate the Collection, but there are no assurances we will be
able to successfully or profitably do so. In the fourth quarter of 2005,
Management determined the sports memorabilia collection to be impaired due to
lack of marketability and recorded an impairment charge of $42,000.
We expect significant increases in future legal and accounting fees as the
result of implementing our planned merger and acquisition strategy.
We recognized a net loss of ($75,000) for the nine months ended September 30,
2006 compared to a net income of $147,000 for the nine months ended September
30, 2005. Net income for 2005 included a one time gain of $200,000 related to
the expiration of a call option on our sports memorabilia collection in March
2005.
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, recognizes its 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, 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 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.
(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.
Date Name Total Dollar Price per Total Number
Amount Share of Shares
-------- ---------- ------------ --------- ------------
9/28/06 C.E. Rick Strattan $ 60,000* $ 0.04 1,493,229
9/28/06 George Fails $ 12,000* $ 0.04 298,644
9/28/06 Carmen Petty-Scott $ 105 $ 0.015** 7,000
9/28/06 Charles Smith $ 105 $ 0.015** 7,000
* Issued pursuant to employment agreements.
** Employee bonus valued at 50% of market value to reflect restriction.
All sales were made pursuant to Section 4(2) of the 1933 Act. The proceeds of
the sale of these ssecurities is to provide operating capital and development
costs.
Item 3. Defaults Upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
Item 5. Other Information.
NONE
Item 6. Exhibits.
(2) Financial Statements F-1
Exhibits required by Item 601, Regulation S-B:
(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 1(k) 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-14(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 Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CTD HOLDINGS, INC.
Date: November 13, 2006 /s/ C.E. Rick Strattan
-----------------------------
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer