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, 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 October 27, 2004, the Company had outstanding 6,478,984 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
September 30, 2004
--------------
CURRENT ASSETS
Cash and cash equivalents $ 100,554
Certificate of deposit 40,200
Accounts receivable 30,245
Inventory 57,122
Deferred tax asset 25,000
Loan to shareholder 2,516
------------
Total current assets 255,637
------------
PROPERTY AND EQUIPMENT, net 421,158
------------
OTHER ASSETS
Intangibles, net 13,278
Deferred tax asset 200,000
Sports memorabilia collection 101,420
------------
Total other assets 314,698
------------
TOTAL ASSETS $ 991,493
============
(continued)
F-1
CTD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, 2004
------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 21,164
Current portion of long-term debt 10,232
Current portion of shareholder loan 20,000
Call option on sports memorabilia collection 205,000
-------------
Total current liabilities 256,396
-------------
LONG-TERM LIABILITIES
Long-term debt, less current portion 153,443
Due to Stockholder, less current portion 32,934
-------------
Total long-term liabilities 186,377
-------------
Common stock payable 54,000
-------------
STOCKHOLDERS' EQUITY
Common stock, par value $ .0001 per share, 100,000,000
shares authorized, 6,484,984 shares issued
and outstanding; 649
Preferred stock, par value $.0001 per share,
5,000,000 share authorized
Series A, 1 share issued and outstanding -
Additional paid-in capital 2,296,735
Accumulated deficit (1,802,664)
--------------
Total stockholders' equity 494,720
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 991,493
==============
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,
---------------------- ----------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
PRODUCT SALES $ 134,116 $ 85,516 $ 387,545 $ 225,545
COST OF PRODUCTS SOLD 29,991 8,816 65,613 33,954
---------- ---------- ---------- ----------
GROSS PROFIT 104,125 76,700 321,932 191,591
---------- ---------- ---------- ----------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSE 112,318 45,507 343,517 141,494
---------- ---------- ---------- ----------
SPORTS MEMORABILIA COLLECTION
Gain on sales 12,714 - 12,714 -
Other income (expenses) 2,000 - (309,250) -
---------- ---------- ---------- ----------
14,714 - (296,536) -
---------- ---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS 6,521 31,193 (318,121) 50,097
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest expense (2,804) (4,697) (9,333) (17,456)
Investment and other income 7,579 1,146 11,732 4,203
---------- ---------- ---------- ----------
Total other income (expense) 4,775 (3,551) 2,399 (13,253)
----------- ---------- ---------- ----------
NET INCOME (LOSS) BEFORE INCOME
TAXES 11,296 27,642 (315,722) 36,844
Income Taxes - - - -
----------- ---------- ---------- ----------
NET INCOME (LOSS) $ 11,296 $ 27,642 $ (315,722) $ 36,844
=========== ========== ========== ==========
NET INCOME (LOSS) PER COMMON
SHARE $ .01 $ .01 $ (.05) $ .01
----------- ---------- ---------- ----------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,519,468 4,791,220 6,925,778 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)
Nine Months Ended
September 30,
--------------------------
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (315,722) $ 36,844
------------ ------------
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Bad debt expense - 4,854
Depreciation and amortization 21,581 18,939
Stock issued for services 157,406 -
Call option-sports memorabilia collection 205,000 -
Fair value of stock options issued 4,000 -
Cost of memorabilia collection sold 4,580 -
Increase or decrease in:
Accounts receivable 103,777 20,730
Inventory 5,551 (10,678)
Accounts payable and accrued expenses (8,117) 14,166
Common stock payable 45,310 -
------------ ------------
Total adjustments 539,088 48,011
------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 223,366
84,855 ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and building improvements (53,551) (54,927)
Purchase of certificate of deposit (40,200) -
------------ -----------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (93,751) (54,927)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on long-term debt - 14,881
Payments on long-term debt (7,269) (7,666)
Payments on loan payable to stockholder (27,033) (20,000)
Loan to Shareholder (3,500) -
Received from shareholder 984 -
------------ ------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (36,818) (12,785)
------------ ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 92,797 17,143
CASH AND CASH EQUIVALENTS, beginning of period 7,757 46,244
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 100,554 $ 63,387
============ ============
(Continued)
F-4
CTD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Nine Months Ended
September 30,
--------------------------
2004 2003
------------ ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 6,967 $ 9,777
============ ============
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 $ 57,157 $ -
============ ============
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 FINANCIAL STATEMENTS SEPTEMBER 30, 2004(Unaudited)
The information presented herein as of September 30, 2004, and for the three and
nine months ended September 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 nine month periods ended September 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 nine months ended
September 30, 2004 due to its net loss for the periods.
4) CONCENTRATIONS
Sales to five major customers were 73% of total sales for the nine months ended
September 30, 2004. Sales to three major customers were 64% of total sales for
the nine months ended September 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 603,000 shares of common stock were due under these agreements at
September 30, 2004.
(6) CONSULTING AGREEMENTS
The Company entered into an agreement with two financial consultants in May
2004. Upon amending the Articles of Incorporation for Series A Preferred Stock
as described in Note 8, the Company issued 343,137 shares of common stock
registered under Form S-8 to the consultants under terms of the agreement and
charged expense for $17,157 the fair value of the stock when earned.
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 records 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 $205,000 at September 30, 2004, which is
recorded as a liability in the accompanying balance sheet and charged operations
in the accompanying statement of operations. The Company recalculates 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. As of September 30, 2004, the Company recorded gross receipts of
approximately $17,000 from sales of the Collection.
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.
(8) CORPORATE CHANGES
The Company amended 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. Each share of series A Preferred Stock has a
liquidation preference of $.0001. The Company issued one share of the Series A
Preferred Stock to its majority shareholder in exchange for 1,029,412 shares of
common stock held by the majority stockholder, surrendered to the Company and
cancelled. See note 6.
F-8
Item 2. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources
Our cash and short-term investments increased to approximately $141,000 as of
September 30, 2004 compared to approximately $57,000 as of June 30, 2004. This
increase was primarily due to an increase in product sales and proceeds from the
sales of sports memorabilia.
As of September 30, 2004, we had a working capital deficit of ($759) compared to
working capital deficit of approximately ($30,000) at the end of the second
quarter. Working capital improved significantly this quarter due to our net
income and increased cash flows from operations. Our working capital continues
to be negatively impacted by the call option liability of more than $200,000 on
our recently acquired sports memorabilia collection. The call option expires in
the first quarter of 2005 and or be settled with the remaining cost of the
sports memorabilia collection asset ($101,000 at September 30, 2004) at the
option of the holder. Absent the call option liability, our working capital
would be more than $204,000. Inventory remained constant from the previous
quarter at approximately $57,000.
Our cash flow from operations through September 30, 2004 was approximately
$223,000 compared to $85,000 through September 30, 2003. This increase is due
primarily to increased revenues in 2004.
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 recent past.
Our cash SG&A expenses, as a percentage of sales, have decreased from 2003.
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. We agreed
to an option whereby the consultant may acquire the entire collection for
$200,000. We recorded the fair value of this option ($205,000) as a liability
and a charge to operations.
During 2003, we began improvements and renovations of our corporate office and
have invested $100,000 through September 30, 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.
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
monthly unless cancelled 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.
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 volatility, 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 third quarter 2004 were approximately $134,000
compared to approximately $120,000 in second quarter of 2004 and approximately
$86,000 in the third quarter of 2003. While our third quarter 2004 sales were
only slightly higher compared to the second quarter of 2004, the nine-month 2004
sales of $388,000 were more than 1.5 times that of the 2003 sales of $226,000.
Gain from the sales of the sports memorabilia of approximately $13,000
contributed to improving our net income for the quarter.
Our gross profit margin in the third quarter of 2004 of 78% is considerably
lower than the 90% enjoyed in the second quarter of 2004 and lower than the 90%
for the third quarter of 2003; however, compared to the 83% for the nine months
of 2004 and 85% for the same period of 2003, the drop is not so significant. One
factor in the decrease in gross profit in the third quarter were discounts given
by the Company to induce timely payments from one large customer. We expect our
gross profit level to remain in the 80% range over time, however quarterly
amounts are affected by sales to this customer and other product mix variations.
Our SG&A expenses for the third quarter 2004 increased to approximately $112,000
from approximately $96,000 in the prior quarter, and $46,000 for the third
quarter of 2003. Our SG&A expenses year to date for 2004 were $346,000 compared
to $141,000 for 2003. The substantial increase is due to increased consulting,
legal, and accounting fees incurred as a result of the Company's increased
merger and acquisitions activity.
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 shares 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 $13,000 in sales of the collection in the third
quarter.
As a result of an agreement in May 2004 with two financial consultants advising
us on corporate structure matters, the Company issued 343,137 shares of common
stock to the consultants under the terms of the agreement and charged operations
for the fair value of the stock issued ($17,157).
We expect significant increases in future legal and accounting fees as the
result of implementing our planned merger and acquisition strategy.
We recognized net income of approximately $11,000 for the three months ending
September 30, 2004, compared to a loss of $300,000 for the previous quarter and
$28,000 net income for the third quarter of 2003. Our net loss was ($316,000)
for the nine months ending September 30, 2004, compared to net income of $37,000
for the same period of 2003.
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 June 30, 2004 to September 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
Steven T. Dorrough 171,569 08-11-04 $37,745.00*
Ella Chesnutt 171,568 08-11-04 $37,745.00*
* Provided for consulting services and registered under form S-8. Value
based on the average of the high and low prices of the Common Stock as
reported by the OTC Electronic Bulletin Board on June 4, 2004.
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
----------------------------- November 4, 2004
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer