10KSB/A 1 ctdh10ksb2007amended.txt CTD HOLDINGS 2007 10KSB/A 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