CTI INDUSTRIES CORP
SB-2/A, 1997-08-01
MISCELLANEOUS MANUFACTURING INDUSTRIES
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    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.


<PAGE>



                                     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


                                                            

<PAGE>


                                   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


                                  Exhibit 15.1

                    Letter from Detterbeck & Associates, Ltd.


                                            July 24, 1997



               Securities and Exchange Commission 
               Washington,  DC 20549 

               RE: CTI
               Industries  Corporation  File No. 333-31969 


               Dear  Sir or  Madam:  

               We have read the disclosure  "Change in Independent  Accountants"
               contained  in  the  Form  SB-2  Registration   Statement  of  CTI
               Industries  Corporation as filed with the Securities and Exchange
               Commission  on July 24,  1997,  and  agree  with  the  statements
               contained therein that reference our firm.


               Sincerely,  
               

               /s/ Detterbeck & Associates, Ltd. 
               
               DETTERBECK & ASSOCIATES, LTD.



                                  Exhibit 15.2

                 Letter from Jacobson, Scott, Gordon & Horewitch




                                            July 24, 1997




               Securities and Exchange Commission
               Washington,  D.C. 20549

               Re: CTI Industries Corporation



               Gentlemen:  

               We have read the  disclosure  regarding the change in independent
               accountants that is included in the Form SB-2 registration of CTI
               Industries  Corporation  as filed with the Commission on July 24,
               1997.

               We agree with all  statements  made  relative  to our firm in the
               disclosure.

               If there  is any  additional  information  you may  need,  please
               advise.




               Very truly yours,


               /s/ E. Ramsey Gordon

               JACOBSON SCOTT GORDON & HOREWITCH By:
               E. Ramsey Gordon



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