<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A

(MARK ONE)

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000

OR

[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

FOR THE TRANSITION PERIOD FROM MARCH 1, 2000 TO DECEMBER 31, 2000.

                         COMMISSION FILE NUMBER 0-08718

                               CT HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                      75-2432011
(STATE OR OTHER JURISDICTION            (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)

                        3811 TURTLE CREEK BLVD., SUITE 770
            DALLAS, TEXAS                                  75219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                                (214) 520-9292
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

     COMMON STOCK, PAR VALUE $.01 PER SHARE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B (section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of

                                       1
<PAGE>

registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB/A or any amendment to this Form 10-KSB/A. [x]

The aggregate market value of all classes of the registrant's voting stock held
by non-affiliates as of April 26, 2001 was approximately $7,044,553.

On April 26, 2001, there were 53,825,300 shares of the registrant's Common Stock
outstanding.

                                       2
<PAGE>

CT HOLDINGS, INC. AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-KSB/A

TABLE OF CONTENTS

                                                                          Page

PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act...............  4

Item 10. Executive Compensation............................................  7

Item 11. Security Ownership of Certain Beneficial Owners and Management.... 10

Item 12. Certain Relationships and Related Transactions.................... 11


                                       3
<PAGE>

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS

The names of our directors, their principal occupations and the year in which
each current Director of CT Holdings, Inc. (the "Company") initially joined the
Board of Directors are set forth below.

NAME                   AGE   POSITION WITH THE COMPANY     DIRECTOR SINCE

Steven B. Solomon      36    President, Chief Executive
                             Officer, and Secretary              1992


Victor K. Kiam, II     72    Director                            1996

Lawrence Lacerte       47    Director                            1999

Chris A. Economou      45    Director                            1993

Mark Rogers            40    Director                            1996

Phillip J.Romano       60    Director                            2000

Dr. Axel Sawallich     55    Director                            1993

STEVEN B. SOLOMON has served as the President and Chief Executive Officer of the
Company since May 1997 and as a director of the Company since February 1996. Mr.
Solomon also serves as a Director of Parago, Inc., a subsidiary of the Company
that is an application solution provider and Internet-based business process
outsourcer that provides an on-line suite of promotional offerings designed to
automate promotional management and optimize the customer care services offered
by its clients, and he served as Chairman of the Board of Directors of Parago
from January 1999 to April 2001, and Chief Executive Officer of Parago from
January 1999 to August 2000. From February 1996 through April 1997, Mr. Solomon
served as Chief Operating Officer of the Company. Since May 5, 2000, Mr. Solomon
has also served as a director of River Logic, Inc., an incubation venture of the
Company that creates and operates integrated networks of decision support tools,
elearning solutions and ecommerce capabilities designed t o enable decision
makers to leverage knowledge and information to gain competitive advantage.

VICTOR K. KIAM, II has served as a director of the Company since July 1996 and
has served as Chairman of the Company since January 1998. Mr. Kiam is Chairman
of Remington Products, L.L.C., a manufacturer, distributor and marketer of
electrical shavers and other consumer products, and has served in various
managerial capacities at Remington since 1979. From 1988 to 1992, Mr. Kiam was
Chairman of the New England Patriots Football Team. Mr. Kiam also serves on the
boards of directors of several other consumer product companies (including
Ronson, plc, a marketer of lighters and consumer products). Mr. Kiam also serves
on the Board of Directors of Parago.

                                       4
<PAGE>

LAWRENCE LACERTE has served as a director of the Company since January 1999. Mr.
Lacerte has served as President of Lacerte Technologies, Inc., a Dallas based
investment firm, since July 1998. From 1978 until July 1998, Mr. Lacerte served
as Chairman and Chief Executive Officer of Lacerte Software Corporation, a tax
and accounting software company. In June 1998, Lacerte Software was acquired by
Intuit Corporation. Mr. Lacerte also serves on the Boards of Directors of
Universal Display Corporation, a publicly traded company engaged in the research
and development of flat panel displays, and Teraglobal Communications Corp., a
publicly traded communications technology company that designs and markets
microprocessor and software-based products and services for real-time
communications. Mr. Lacerte also serves on the Board of Directors of Parago.

CHRIS A. ECONOMOU has served as a director of the Company since February 1996,
and was a director of LoneStar Hospitality Corp. from June 1993 until its merger
with the Company. Mr. Economou has been engaged in the private practice of law
in Fort Lauderdale, Florida, primarily in the transactional and corporate areas
since 1988.  Mr. Economou also served as a director of Parago during its
incubation phase from January 1999 to February 2000.

MARK ROGERS has served as a director of the Company since July 1996. Since 1989,
Mr. Rogers has served as a partner and Chief Operating Officer of NFT Ventures,
a venture capital fund established by Ray Noorda, the founder of Novell, Inc. In
connection with his position at NFT Ventures, Mr. Rogers advises several
computer software companies in Texas, Utah and Silicon Valley, with respect to
various strategic and developmental matters. Mr. Rogers also serves on the
boards of directors of CollegeLink.com Incorporated, an online college
application assistance company, and several other high-tech companies. Mr.
Rogers also served as a director of Parago during its incubation phase from
January 1999 to February 2000.

PHILLIP J. ROMANO has served as a director of the Company since August 2000.
Mr. Romano also serves as a consultant to and joint venture partner of Brinker
International, Inc., a publicly traded national operator, developer and
franchisor of numerous restaurant concepts, including Chili's Grill & Bar and
Romano's Macaroni Grill.  In addition, Mr. Romano has served as a venture
capitalist, including  as an original investor, and former Chairman and Director
of Docucon, Inc., a publicly traded technology company, and a principal in EGP,
a partnership that held the licensing rights to the Palmaz-Schatz Stent
cardiovascular device that was purchased by Johnson & Johnson in 1998.  Mr.
Romano also serves on the Board of The Cox School of Business  at Southern
Methodist University and The M.D. Anderson Cancer Center.

DR. AXEL SAWALLICH has served as a director of the Company since February 1996
and was a director of LoneStar from March 1993 until its merger with the
Company. Since January 1997, Dr. Sawallich has been chief investment consultant
for Lifeplan Investments, Vienna, Austria. Since 1993, he has been the managing
partner of Global Invest, an investment firm located in Vienna. From 1991 until
1994, he also was a consultant for Serco Investment Counseling Corporation. From
1989 to 1990, Dr. Sawallich was the general manager and director of the Vienna
regional branch of Allgemeine Sparkasse Bank AG. From 1985 to 1989, Dr.
Sawallich was with Bank fur Arbeit und Wirtschaft AG, Vienna, serving as the
deputy head of the credit department until 1986 and as the Executive Vice
President of the Bank's Bureau for Commercial Customers thereafter. Dr.
Sawallich has also been acting as an independent, publicly certified, investment
advisor since 1993.

                                       5
<PAGE>

There are no family relationships among any of the directors or executive
officers of the Company. See "Certain Relationships and Related Transactions"
for a description of transactions between the Company and its directors,
executive officers or their affiliates.

Section 16(a) of the Exchange Act, as amended, requires the Company's Directors,
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities to file certain reports regarding ownership of
the Company's Common Stock with the SEC. These insiders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on a review of the copies of the
Section 16(a) forms furnished to the Company during fiscal 2000, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, all Section 16(a) filing requirements applicable to the Company's
officers, Directors and beneficial owners of more than 10% of the outstanding
shares of Common Stock were filed on a timely basis.

EXECUTIVE OFFICERS

The executive officers of the Company as of April 26, 2001 are as follows:

NAME                       AGE       POSITION WITH THE COMPANY

Steven B. Solomon           36       President, Chief Executive Officer,
                                             Secretary and Director

Carl E. Banzhof             33       Chief Technology Officer

Lester Sideropoulos         44       Vice President of Sales

Information concerning the business experience of Mr. Solomon is provided under
the caption "Directors" above. Set forth below is information concerning the
business experience of the other executive officers of the Company.

CARL E. BANZHOF has served as Chief Technology Officer since July 1997, prior to
which he served as Vice President - Development of Network Products since
joining the Company in February 1996. Mr. Banzhof has more than 15 years of
experience in the software industry, including designing, developing and
marketing software products, building software development teams and
organizations and managing products in network management and PC desktop
markets. He was the founding partner and Vice President of Software Engineering
from 1992 to 1995 of Circuit Masters Software, Inc., a software company which
developed and marketed network management utilities for Novell NetWare
environments, and was acquired by the Company in February 1996. Prior to joining
Circuit Masters, Mr. Banzhof was lead software developer from 1988 to 1992 at
Fluor Daniel Engineering, a software development and worldwide engineering
company.

LESTER SIDEROPOULOS has served as Vice President of Sales since joining the
Company in January 1999. Mr. Sideropoulos has over 20 years experience in sales.
Prior to joining the Company, Mr. Sideropoulos was Director of Business
Technology at Constellation Technology, a developer of data acquisition systems
from January 1998 to January 1999, Director of Sales for Oxford Instruments, a
developer of nuclear detection systems from May 1993 to January 1998,

                                       6
<PAGE>

and has held various other product management and direct sales positions during
his 20 year career.

The Company's former Chief Operating Officer and Chief Financial Officer,
Richard L. Travis, Jr., resigned from the Company effective as of January 14,
2000, and the Company's former Vice President of Business Development, Bennett
Klein, resigned from the Company effective as of March 1, 2000. In connection
with the resignations of Mr. Travis and Mr. Klein, the Company entered into
Settlement and Release Agreements with each of Mr. Travis and Mr. Klein. See
"Employment Agreements" and "Certain Relationships and Related Transactions."

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The total compensation for the three fiscal years ended February 29, 2000 and
the ten month period ended December 31, 2000 of Steven B. Solomon, the Company's
Chief Executive Officer, Richard L. Travis, Jr., the Company's former Chief
Operating and Financial Officer; Carl E. Banzhof, the Company's Chief Technology
Officer; and Bennett Klein, the Company's former Vice President of Business
Development (the "Named Executive Officers"), is set forth below in the
following Summary Compensation Table. No other person received annualized cash
compensation in excess of $100,000 during the ten months ended December 31,
2000. Because the Company changed its fiscal year to a calendar basis in 2000,
the following tables includes information related to the ten month period ended
December 31, 2000 and each of the three fiscal years ended February 28 or 29,
2000, 1999 and 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                ANNUAL COMPENSATION                       LONG-TERM
                                 -------------------                     COMPENSATION
                                                                            AWARDS
                                                                         ------------
                                                                OTHER
                                                                ANNUAL           SHARES
                         PERIOD                              COMPENSATION      UNDERLYING       ALL OTHER
 NAME AND POSITION       ENDED   SALARY($)   BONUS($)             ($)           OPTIONS        COMPENSATION
 -----------------       ------  ---------   --------        -----------       ----------      ------------
<S>                     <C>     <C>         <C>              <C>               <C>            <C>
Steven B. Solomon         12/2000   140,000(1)  120,500            9,500(2)                0         3,119(2)
  President,               2/2000   168,500(1)  120,500           11,400(2)                0         3,119(2)
  CEO and Secretary        2/1999   150,538     120,500           11,400(2)                0(3)      9,975(2)
                           2/1998   135,000     104,000(1)        11,400(2)        2,000,000         8,342(2)

Richard L. Travis, Jr.    12/2000         0           0                0                   0             0
  Former COO/CFO           2/2000   122,084      50,000            9,500(4)                0       627,833(4)
  Former COO/CFO           2/1999   136,667      25,000           11,400(4)                0(3)      5,400
                           2/1998   130,000      10,000           11,400(4)        1,150,000        23,552(4)

Carl E. Banzhof           12/2000    95,833           0                0                   0             0
  Chief Technology         2/2000   115,000      10,000                0                   0             0
  Officer                  2/1999   115,000           0                0                   0         4,093
                           2/1998   100,625         500                0             100,000         3,552

Bennett Klein             12/2000     3,115           0                0                   0       583,392(5)
  Former VP - Business     2/2000   135,000           0                0                   0        10,933(5)
  Development              2/1999   135,000      37,000(5)             0                   0        61,467(5)
                           2/1998    21,548(5)        0                0             300,000             0

</TABLE>
(1)  Mr. Solomon entered into an employment agreement with Parago, pursuant
to which Parago paid additional salary to Mr. Solomon during part of 1999, 2000,
and part of 2001.  During fiscal 1998, in connection with the discharge of a
debt owed to the Company, Mr. Solomon forgave $79,000 in accrued compensation
due him.

(2)  Mr. Solomon received a car allowance of $950 per month and health, life and
disability insurance during each fiscal year.

(3)  Excludes 6,600,000 and 60,000 shares underlying options granted during
the year by Parago to Messrs. Solomon and Travis, respectively. Mr. Travis was
originally granted 120,000 shares underlying options that vested over a three
year period but pursuant to the terms of his Settlement and Release Agreement
with the Company,

                                       7
<PAGE>

60,000 of such shares underlying options were forfeited. See "Employment
Agreements" and "Certain Relationships and Related Transactions."

(4)  Mr. Travis received a car allowance of $950 per month for fiscal years
1998, 1999 and 2000 and health, life and disability insurance during each fiscal
year. Pursuant to Mr. Travis' employment agreement, Mr. Travis could elect to
receive Company Common Stock in lieu of certain raises in salary. Mr. Travis
exercised this option during fiscal year 1998, and in connection therewith,
received 70,000 shares of the Company's common stock (valued at $20,000). Mr.
Travis commenced working for the Company in December 1996, and Mr. Travis and
the Company agreed to terminate his employment with the Company effective
January 14, 2000. As a result of the termination of Mr. Travis' employment
agreement and the severance provisions therein, "All Other Compensation" for
2000 includes $295,000 relating to the forgiveness of indebtedness owed to the
Company by Mr. Travis and $285,000 in compensation expense recognized by the
Company in connection with the acceleration of certain Parago options granted to
Mr. Travis, which forgiveness of indebtedness and acceleration of options were
negotiated in connection with Mr. Travis' termination and the cancelation of Mr.
Travis' remaining options to purchase 60,000 Parago shares.

(5)  Mr. Klein commenced working for the Company in January 1998. In
connection with his employment agreement, Mr. Klein received a relocation
package of $56,542 and 100,000 shares of the Company's Common Stock as a sign-on
bonus, valued at $37,000 as of the date of grant. Mr. Klein also received, as
part of his employment agreement, health, life and disability insurance. Mr.
Klein commenced working for the Company in January 1998 and resigned from the
Company effective March 1, 2000.

OPTION GRANTS DURING THE TEN MONTHS ENDED DECEMBER 31, 2000

The Company did not grant any stock options or stock appreciation rights to the
Named Executive Officers during the ten months ended December 31, 2000. Parago
granted stock options to certain of the Named Executive Officers during the year
ended December 31, 2000, as described in "Certain Relationships and Related
Transactions."

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table describes, for each of the Named Executive Officers, options
exercised and the potential values for their unexercised in-the-money options at
December 31, 2000 (the Company issued no SARs during 2000):
<TABLE>
<CAPTION>

                                                                                         VALUE OF
                                                            NUMBER OF SECURITIES       UNEXERCISED
                                                          UNDERLYING UNEXERCISED       IN-THE-MONEY
                                                              OPTIONS/SARS AT       OPTIONS/SARS AT
                                                             FISCAL YEAR END($)      FISCAL YEAR END
                                                            -------------------          ($) (2)
                               SHARES           VALUE                               --------------
                             ACQUIRED ON       REALIZED       EXERCISABLE/            EXERCISABLE/
 NAME                        EXERCISE(#)        ($) (1)      UNEXERCISABLE           UNEXERCISABLE
                             ------------      ---------   --------------------     ---------------
<S>                         <C>               <C>         <C>                      <C>

Steven B. Solomon..........             0              0                0/0(4)              0/0(4)

Richard L. Travis, Jr......             0              0                0/0(4)              0/0(4)

Carl E. Banzhof............             0              0          100,000/0           618,750/0(4)

Bennett Klein..............       208,337      1,194,270           0/91,667           0/560,773(4)
</TABLE>

(1)      Based on the market price on the date exercised less the exercise price
payable for each share.

(2)      Based on the fair market value of the Company's Common Stock (at
February 29, 2000) per share less the exercise price payable for each share.

(3)      Excludes options to purchase 4,000,000 shares of Parago exercised by
Mr. Solomon during the 1999 fiscal year and options to purchase 1,000,000 shares
of Parago granted to and exercised by Mr. Solomon during the 2000 fiscal year
(after giving effect to the four-for-one stock split of Parago's common stock
effective in July 1999).

                                       8
<PAGE>

(4)      Excludes Parago options to purchase 1,600,000 shares (400,000 of which
are currently exercisable), 60,000 shares (all of which are currently
exercisable), 100,000 shares (all of which are unexercisable), and 60,000 shares
(of which all were canceled subsequent to fiscal year 2000) for Messrs. Solomon,
Travis, Banzhof and Klein respectively (after giving effect to the four-for-one
stock split of Parago's common stock effective in July 1999).

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement with Mr. Solomon. The
annual base salary payable to Mr. Solomon was $168,000 as of December 31, 2000,
and the employment agreement provides for periodic salary increases and bonuses.
The employment agreement continues until February 2002 and annually thereafter
until terminated by either party. In addition, the employment agreement provides
for a severance benefit of the greater of (i) the remaining term of the
contract, discounted at a rate of six percent, or (ii) 24 months of base salary,
in the event of termination without cause or constructive termination. Mr.
Solomon entered into an Employment Agreement with Parago effective as of January
1, 1999, and the Company accrued payments of Mr. Solomon's salary during the
period from July 1, 1999 to December 31, 2000.

Richard L. Travis, Jr., the Company's former Chief Operating Officer and Chief
Financial Officer, and the Company agreed to terminate his employment with the
Company and his employment agreement was terminated effective as of January 14,
2000. In connection with his resignation from the Company and the termination of
his employment agreement, Mr. Travis and the Company entered into a Settlement
and Release Agreement which provided, among other things, for the payment of an
aggregate of $50,001 to Mr. Travis in three equal monthly installments of
$16,667 commencing on the last day of each of the first three months following
Mr. Travis' resignation from the Company, forgiveness of indebtedness of
$295,000, acceleration of options to purchase 60,000 Parago shares, and
termination of Mr. Travis' remaining 60,000 options to purchase Parago shares.
The Settlement and Release Agreement also provided for Mr. Travis to perform
certain financial consulting services for the Company (as an independent
contractor) until April 14, 2000. See "Certain Relationships and Related
Transactions."

Bennett Klein, CT Holdings' former Vice President of Business Development,
resigned from CT Holdings and his employment agreement was terminated effective
March 1, 2000. In connection with his resignation from CT Holdings and the
termination of his employment agreement, Mr. Klein and CT Holdings entered into
a Settlement and Release Agreement which provides, among other things, for the
accelerated vesting of his 83,342 remaining options, the waiver of payment of
the exercise price of those options, and Mr. Klein's forfeiture of any right to
severance payments. The Settlement and Release Agreement also provides for Mr.
Klein to perform certain financial consulting services for the Company (as an
independent contractor). See "Certain Relationships and Related Transactions."


                                       9
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April 26, 2001, there were issued and outstanding 53,825,300 shares of
Common Stock. There is no other class of voting security of the Company issued
or outstanding. The following table sets forth the number of shares of the
Company's Common Stock beneficially owned, as of April 26, 2001 by (i) each
person known to the Company to own more than 5% of the Common Stock of the
Company (the only class of voting securities now outstanding), (ii) each
director, (iii) each executive officer named in the Summary Compensation Table
and (iv) all directors, named executive officers and other executive officers as
a group. Unless otherwise indicated, the number of shares and percentage of
ownership of Common Stock for each of the stockholders set forth below assumes
that shares of Common Stock that the stockholder may acquire within sixty days
of April 26, 2001 are outstanding. Except as otherwise indicated, all shares are
owned directly and the owner has the sole voting and investment power with
respect thereto.
<TABLE>
<CAPTION>

                                                               NUMBER OF    APPROXIMATE PERCENT OF
                 NAME AND ADDRESS                           SHARES OWNED            CLASS
                 ----------------                           ------------    -----------------------
<S>                                                        <C>             <C>
Carl E. Banzhof(1)
 3811 Turtle Creek Blvd., Suite 770
 Dallas, Texas 75219...................                         159,401                *

Chris A. Economou
 150 North Federal Highway, Suite 210
 Fort Lauderdale, Florida 33301........                         474,400                *

Icarus Investments I, Ltd.(2)
 200 Crescent Court, Suite 600
 Dallas, Texas 75201...................                       3,000,000               5.6%

Victor K. Kiam
 RPI Corporation
 350 Fifth Avenue, Suite 5408
 New York, New York 10018..............                         744,452               1.4%

Lawrence Lacerte(4)
 5950 Sherry Lane #900
 Dallas, Texas 75225...................                       5,200,000               9.7%

PSINet Consulting Solutions, Inc.(5)
 4400 Post Oak Parkway, Suite 1100
 Houston, Texas 77027..................                       5,031,937               9.3%

Mark Rogers
 NFT Ventures, Inc.
 751 Laurel Street, No.19
 San Carlos, California 94070..........                         401,500                *

Phillip J. Romano (6)
 Romano Concepts
 1925 Cedar Springs, Suite 101
 Dallas, Texas 75201...................                       1,030,000               1.9

Dr. Axel Sawallich(7)
 Beatrixgasse 3
 A-1030 Vienna, Austria................                         137,144                *

Steven B. Solomon
 3811 Turtle Creek Blvd., Suite 600
 Dallas, Texas 75219...................                       5,485,993              10.2%

Lester Sideropoulos(8)
 3811 Turtle Creek Blvd., Suite 770
 Dallas, Texas 75219...................                         200,000                *

Richard L. Travis, Jr
 7067 Inwood Lane
 Dallas, Texas 75209...................                         933,000               1.9%
</TABLE>

                                       10
<PAGE>

<TABLE>

<S>                                                        <C>             <C>
All officers and directors
 As a group (10 persons)(9)............                      13,832,530              25.7%
</TABLE>

----------
*Less than 1%.

(1)      Includes 100,000 shares presently issuable pursuant to options to
purchase Common Stock and 2,000 shares owned by his spouse.

(2)      Based solely on the 13G/A (Amendment No. 1) filed with the Securities
and Exchange Commission ("SEC") on July 15, 1998 with respect to the Company's
Common Stock owned by Icarus. According to the 13G/A (Amendment No. 1), Icarus
may be deemed to own beneficially 3,000,000 shares of Common Stock, acquired for
investment purposes.

(3)      Includes 250,000 shares held by RPI, Inc., a company owned and
controlled by Mr. Kiam.

(4)      Includes 2,200,000 shares of Common Stock subject to options vesting
within 60 days of April 26, 2001.

(5)      Includes 2,000,000 shares presently issuable pursuant to warrants to
purchase Common Stock. Based solely on the 13D/A (Amendment No. 2) filed with
the SEC on November 24, 1999 with respect to the Company's Common Stock owned by
PSINet.

(6)      Includes 500,000 shares of Common Stock subject to options vesting
within 60 days of April 26, 2001.

(7)      Includes 12,144 shares held by Dr. Sawallich as trustee, over which he
has voting and dispositive power.

(8)      Includes  200,000 shares presently issuable or issuable within 60 days
of April 26, 2001 pursuant to options to purchase Common Stock held by Mr.
Sideropoulos.

(9)      Includes shares issuable pursuant to presently exercisable options or
warrants or options or warrants exercisable within 60 days of April 26, 2001,
held by Messrs. Banzhof, Lacerte, Romano, Sideropoulos and/or their affiliates.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From May 2000 to August 2000, the Company's Chief Executive Officer loaned
$780,000 to the Company to assist with working capital needs and provide for the
$600,000 in bridge loans to River Logic.  The entire $780,000 was repaid by the
Company in August 2000.

In October 2000, the Company with approval from the board of directors loaned
$1.2 million to the Chief Executive Officer. The note receivable is due October
2001 and bears interest at 5% per year. The balance at December 31, 2000 is
approximately $589,000, which is net of payments of approximately $100,000 and
approximately $506,000 in accrued salary and bonus due to him pursuant to his
employment agreement. Further, during the Company's evaluation and review of the
non-cash compensation strategies available to continue to provide incentives to
the Chief Executive Officer and to respond to changing equity market conditions,
the Company determined it would forgive a note receivable issued in connection
with the exercise of stock options granted to the officer in the amount of
$208,934.

The Chief Executive Officer is also a director of Parago and funded $4 million
of his personal assets to Parago to assist with its working capital needs during
the ten months ended December 31, 2000 and the year ended February 29, 2000. The
amounts funded during each period were repaid in January and April 2001,
respectively. Parago also provided the Chief Executive Officer

                                       11
<PAGE>

with approximately $6.8 million in advances in April, 2000 which was repaid
during the same month.

At December 31, 2000, the Company had $1,335,522 in notes receivable that were
outstanding from current and former directors and employees which have been
fully reserved. A majority of these notes were due during the ten months ended
December 31, 2000. The notes were issued in fiscal 1999 in connection with the
exercise of stock options granted to the directors and employees. At the time of
issuance the notes were issued with recourse, interest at 5%, and were
collateralized by the Company's common stock held by the directors and
employees. During the Company's evaluation and review of the non-cash
compensation strategies available to continue to provide incentives to these
directors and employees and to respond to changing equity market conditions, the
Company determined it would forgive all such notes receivable. Consequently, the
Company recorded a provision for all of the notes receivable.

One of the Company's former directors in June 1999 joined the Company's
subsidiary, Parago, as its President and Chief Operating Officer. In connection
therewith, the former director was granted options to purchase 2,000,000 shares
of Parago common stock at $0.025 per share and options to purchase 1,800,000
shares of Parago common stock at $0.25 per share.

During the ten months ended December 31, 2000 and the fiscal year ended February
29, 2000, the Company and Parago incurred legal fees in the amount of
approximately $90,000 and $86,000, respectively to an attorney who was a former
employee and  is a relative of the Company's Chief Executive Officer. After
leaving the Company, this attorney continued to provide legal services to the
Company and subsequent to February 28, 1999, this attorney joined Parago as an
executive officer.

Richard L. Travis, Jr., the Company's former Chief Operating Officer and Chief
Financial Officer, and the Company agreed to terminate his employment with the
Company and his employment agreement effective as of January 14, 2000. In
connection with this termination, Mr. Travis and the Company entered into a
Settlement and Release Agreement which provides, among other things, for the
payment of an aggregate of $50,001 to Mr. Travis in three equal monthly
installments of $16,667 commencing on the last day of each of the first three
months following Mr. Travis' resignation from the Company. The Settlement and
Release Agreement also provides for Mr. Travis to perform certain financial
consulting services for the Company (as an independent contractor) until April
14, 2000. Also, in connection with the Settlement and Release Agreement, the
Company agreed to forgive an aggregate of $295,000, plus accrued interest, of
indebtedness owed by Mr. Travis to the Company. In addition, Parago accelerated
certain of the Parago options granted to Mr. Travis, which resulted in
compensation expense of $285,000 to the Company, and Parago terminated the
remaining options to purchase 60,000 Parago shares.

Bennet S. Klein, the Company's former Vice President of Business Development,
and the Company agreed to terminate his employment agreement effective as of
March 1, 2000.  In connection with this termination, the executive and the
Company entered into a Settlement and Release Agreement which provided for the
executive to forego the remaining compensation due him under his employment
agreement in exchange for the Company's agreement to accelerate the vesting of
his remaining stock options and to pay the exercise price related to those
shares. The acceleration of vesting and forgiveness of the exercise cost
resulted in $583,392 of compensation expense based on the fair market value of
the Company's stock on the date of termination.

                                       12
<PAGE>

During the ten months ended December 31, 2000, the Company sold 2,500,000
restricted shares of its common stock to two of its directors under a private
placement for proceeds of $2,500,000.

The Company also has a $130,000 note receivable due from an entity that one of
the Company's directors also serves on the board of directors of such entity.
This note is payable on demand and bears interest at 10%.

Equity Investee

On January 7, 1999, the Company acquired 20,000,000 shares of Parago common
stock in an organizational subscription for an aggregate purchase price of
$50,000 and sharing of the Company's resources, including personnel,
administrative and financial resources. The Company continued to provide these
resources to Parago through June 30, 1999. In consideration for these resources,
the Company allocated a portion of its overhead costs related to these services
to Parago. These allocated expenses, totaling approximately $141,000, were
recognized by Parago as a contribution to equity, as the services were provided
in connection with the Company's initial equity investment.

The Company continues to sublease a portion of its headquarters' office space to
Parago and remains fully obligated on such lease.  Approximately, $300,000 in
the ten months ended December 31, 2000 was paid directly by Parago to the
Company's lessor based upon square footage utilized by Parago.

During the fiscal year ended February 29, 2000, the Company borrowed cash from
Parago to cover short-term cash requirements. As a result, the Company issued
promissory notes to Parago for approximately $571,299 for its initial investment
of $50,000 in Parago and sharing of other cash disbursements made to assist the
Company in meeting short-term cash requirements. The promissory notes are
secured by 300,000 shares of Parago common stock, are due on demand, and bear
interest at five percent. The balance of the notes at December 31, 2000 and
February 29, 2000, is $71,299.  The Company also owes Parago $54,729 for various
resources the equity investee provided to the Company.

During the ten months ended December 31, 2000, the Company provided $900,000 in
funding to Parago to cover the equity investee's working capital needs, and the
entire amount was repaid.

During the ten months ended December 31, 2000, one of the Company's directors
who is also a director of Parago funded $2 million to Parago to provide interim
working capital.  All of the $2 million was repaid by December 31, 2000. Two of
the Company's directors also have in aggregate approximately $52,000 of notes
receivable due to Parago.

                                       13
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

CT HOLDINGS, INC.

By: /s/ Steven B. Solomon


Steven B. Solomon
Chief Executive Officer
(Principal Executive Officer)

Dated: April 30, 2001

                                       14