As filed with the Securities and Exchange Commission on August 1, 1997 SEC File No. 333-31969 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CTI INDUSTRIES CORPORATION (Name of Small Business Issuer in its charter) Delaware 3970 36-2848943 (State or jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or Classification Code Number) Identification No.) organization) 22160 North Pepper Road Barrington, Illinois 60010 (847) 382-1000 (Address and Telephone Number of Principal Executive Offices and Principal Place of Business) To include Exhibits 15.1 and 15.2 The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 27. Exhibits. 15.1 Letter from Detterbeck & Associates, Ltd. 15.2 Letter from Jacobson, Scott, Gordon & Horewitch SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Barrington, State of Illinois, on the 1st day of August, 1997. CTI INDUSTRIES CORPORATION By: /s/ Howard W. Schwan -------------------------- Howard W. Schwan, President In accordance with the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date -------------- ------------ -------- /s/ Howard W. Schwan President and Director August 1, 1997 - ------------------------- Howard W. Schwan /s/ Howard W. Schwan* Chairman and Director August 1, 1997 - ------------------------- John H. Schwan /s/ Howard W. Schwan* Chief Executive Officer, August 1, 1997 - ------------------------- Secretary, Chief Financial Stephen M. Merrick Officer and Director /s/ Howard W. Schwan* Vice President and Director Augut 1, 1997 - ------------------------- John C. Davis /s/ Howard W. Schwan* Manager of Finance and August 1, 1997 - ------------------------- Administration Sharon Konny /s/ Howard W. Schwan* Director August 1, 1997 - ------------------------- Stanley M. Brown *Pursuant to power of attorney previously filed with the Securities and Exchange Commission. 2