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: June 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 August 16,  2004,  the Company  had  outstanding  7,171,259  shares of its
common stock.

Transitional Small Business Disclosure Format: No.


<PAGE>

PART I:  FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited)


                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                     ASSETS

                                                                 June 30, 2004
                                                                 -------------
 CURRENT ASSETS
  Cash and cash equivalents                                      $    57,280
  Accounts receivable                                                 90,250
  Inventory                                                           56,035
  Deferred tax asset                                                  25,000
  Loan to shareholder                                                  2,941
  Prepaid expenses                                                     1,530
                                                                 ------------
     Total current assets                                            233,036
                                                                 ------------

PROPERTY AND EQUIPMENT, Net                                          405,816
                                                                 ------------

OTHER

 Intangibles, net                                                     13,678
 Deferred tax asset                                                  200,000
 Sports memorabilia collection                                       106,000
                                                                  -----------
     Total other assets                                              319,678
                                                                  -----------
     TOTAL ASSETS                                                  $  958,530
                                                                  ===========
                                   (Continued)

                                       F-1

<PAGE>

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

                                   (Concluded)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                  June 30, 2004

                                                                    -----------
<CAPTION>
<C>

<S>

CURRENT LIABILITIES
 Accounts payable and accrued expenses                              $   26,062
 Current portion of long-term debt                                      10,232
 Current portion of shareholder loan                                    20,000
 Call option on sports memorabilia collection                          207,000
                                                                    -----------
                Total current liabilities                              263,294
                                                                    -----------
Long-term Liabilities

        Long-term debt, less current portion                           155,692
        Due to Stockholder, less current portion                        37,277
                                                                    -----------
                Total long-term liability                              192,969
                                                                    -----------

Common stock payable                                                $   36,000
                                                                    -----------
STOCKHOLDERS' EQUITY
 Class A  common  stock,  par  value  $  .0001  per  share,  100,000,000  shares
   authorized, 7,171,259 shares issued

   and outstanding                                                         717
 Class B non-voting common stock, par value $ .0001 per
   share, 10,000,000 shares authorized, 0 shares issued
   and outstanding                                                           -
 Additional paid-in capital                                          2,279,510
 Accumulated deficit                                                (1,813,960)
                                                                    -----------
     Total stockholders' equity                                        466,267
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $  958,530
                                                                    ===========
</TABLE>

                See Accompanying Notes to Financial Statements

                                       F-2

<PAGE>

                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                 Three Months Ended         Six Months Ended
                                       June 30,                 June 30,
                              -----------------------  -----------------------
                                    2004        2003       2004        2003
                              -----------  ----------  -----------  ----------

PRODUCT SALES                 $   120,250  $   89,482  $   253,429  $  140,029

COST OF PRODUCTS SOLD              12,257      17,215       35,622      25,138
                              -----------  ----------  -----------  ----------
GROSS PROFIT                      107,993      72,267      217,807     114,891
                              -----------  ----------  -----------  ----------

SELLING, GENERAL AND               95,497      46,761      231,199      95,987
ADMINISTRATIVE EXPENSES       -----------  ----------  -----------  ----------

SPORTS MEMORABILIA COLLECTION:
  Gain (loss) on sales                  -           -            -           -
  Expenses                       (311,250)          -     (311,250)          -
                              -----------  ----------  -----------  ----------
                                 (311,250)          -     (311,250)          -
                              -----------  ----------  -----------  ----------

INCOME FROM OPERATIONS           (298,754)     25,506     (324,642)     18,904
                              -----------  ----------  -----------  ----------
OTHER INCOME (EXPENSE)
        Investment and other

   income                           2,434         956        4,153       3,057
  Interest expense                 (3,336)     (5,846)      (6,529)    (12,759)
                           -----------      ----------  -----------  ----------

     Total other income

     (expense)                       (902)     (4,890)      (2,376)    (9,702)
                              -----------  ----------  -----------  ----------

NET INCOME BEFORE INCOME
 TAXES                           (299,656)     20,616     (327,018)      9,202

 Income Taxes                           -           -            -           -
                              -----------   ----------  -----------  ----------
NET INCOME (LOSS)             $  (299,656) $   20,616  $  (327,018) $    9,202
                              ===========  =========== ============ ==========

NET INCOME PER COMMON
 SHARE
          Net income per
                share         $       .00  $      .00  $       .00  $      .00
                              ===========  ==========  ===========  ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING      7,173,648   4,791,220    6,501,024   4,791,220
                              ===========  ==========  ===========  ==========

                See Accompanying Notes to Financial Statements

                                       F-3

<PAGE>

                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)

<TABLE>

<CAPTION>                                                 Six Months Ended
                                                              June 30,
                                                     --------------------------
                                                        2004           2003
                                                     ----------    ------------
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                          $ (327,018)   $     9,202
                                                     ----------    -----------
 Adjustments  to  reconcile
  net  income  to  net  cash
  provided  by  operating  activities:

Depreciation and amortization                             13,941        12,292
Stock issued for services                                140,250             -
Call option-sports memorabilia collection                207,000             -
Fair value of stock options issued                         4,000             -
      Increase or decrease in:
       Accounts receivable                                43,774        27,447
       Inventory                                           6,638        (4,462)
       Other current assets                               (1,530)            -
       Accounts payable and accrued expenses              (3,222)           33
       Common stock payable                               30,060             -
                                                     ------------   -----------
        Total adjustments                                440,911        35,310
                                                     ------------   -----------
    NET CASH PROVIDED BY OPERATING
        ACTIVITIES                                       113,893        44,512
                                                     ------------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements         (33,719)      (19,545)
                                                      -----------   -----------
    NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES                                               (33,719)      (19,545)
                                                      -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on long-term debt                               (5,020)       (5,520)
 Payments on loan payable to stockholder                 (22,690)      (15,000)
 Loan to shareholder                                      (3,500)            -
 Received from shareholder                                   559             -
                                                      -----------   -----------
    NET CASH PROVIDED BY (USED IN)
     FINANCING ACTIVITIES                                (30,651)      (20,520)
                                                     ------------   -----------
    NET INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                                    49,523         4,447

CASH AND CASH EQUIVALENTS, beginning of period             7,757        46,244
                                                     ------------   -----------
CASH AND CASH EQUIVALENTS, end of period             $    57,280    $   50,691
                                                     ============   ===========
</TABLE>                          (Continued)
                                       F-4

<PAGE>

CTD HOLDING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)

                                   (Concluded)

<TABLE>
<CAPTION>

                                                          Six Months Ended
                                                              June 30,
                                                     ------------------------
                                                         2004           2003
                                                     ----------     ---------
<S>                                                  <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                               $    4,819     $   7,578
                                                     ==========     =========
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         $   40,000     $       -
                                                     ==========     =========

 Common stock issued in connection with
   liquidation of sports memorabilia collection      $  100,250     $       -
                                                     ==========     =========

 Purchase of vehicle with note payable               $        -     $  14,881
                                                     ==========     =========

</TABLE>

                See Accompanying Notes to Financial Statements

                                       F-5

<PAGE>

                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

                                   (Unaudited)

The information  presented herein as of June 30, 2004, and for the three and six
months ended June 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 six month periods ended June 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 six months  ended
June 30, 2004 due to its net loss for the period.

4) CONCENTRATIONS

Sales to three  major  customers  were 58% of total  sales for the three  months
ended June 30, 2004.  Sales to two major  customers  were 62% of total sales for
the three months ended June 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
<PAGE>


(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  183,000 shares of common stock were due under these agreements at
June 30, 2004.

(6) CONSULTING AGREEMENTS

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 will record  subsequent  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 $207,000,  which was recorded as a liability
in the  accompanying  balance sheet and charged  operations in the  accompanying
statement  of  operations.  The Company will  recalculate  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.

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.

F-7

(8) CORPORATE CHANGES

The  Company  has  filed  Form  Schedule  14(C)  with  the  Securities  Exchange
Commission  in   conjunction   with  amending  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. The Company intends to
issue one share of the Series A Preferred  Stock to its majority  shareholder in
exchange for 1,029,412 shares of common stock.

The Company  entered into an agreement  with two  financial  consultants  in May
2004.  Upon the  issuance  of the one  share  of  Series  A  Preferred  Stock as
described in Note 7 above, the Company will issue 343,137 shares of common stock
registered  under Form S-8 to the  consultants  under terms of the agreement and
charge expense for the fair value of the stock when earned. F-8

Item 2.  Management's  Discussion  and  Analysis or Plan of  Operation

Liquidity and Capital Resources

Our cash and cash equivalents  decreased to approximately $57,000 as of June 30,
2004 compared to approximately  $106,000 as of March 31, 2004. This decrease was
primarily  due to  building  improvements,  payments  for  financial  consulting
services and payments on loans to shareholder in the second quarter.

As of June 30, 2004, we had a working capital deficit of approximately $(30,000)
compared to working  capital of  approximately  $170,000 at the end of the first
quarter.  Working  capital  was reduced  this  quarter by the  recognizing  of a
$207,000  call option  liability on our  recently  acquired  sports  memorabilia
collection.  The call option  expires in April 2005 and will be settled  without
the use of current assets. Absent the call option liability, our working capital
would be $177,000, which is comparable to last quarter. In the second quarter of
2004,  we  modified  our  inventory   purchase  agreement  with  Cyclolab  to  a
consignment  basis,  which  resulted in a decrease  in  inventory  and  accounts
payable of approximately  $15,000.  This arrangement allows us to maintain up to
$20,000 of Cyclolab's inventory in the U.S., which we pay Cyclolab only when the
inventory  is sold.  We also have the right to return  any unsold  inventory  at
anytime.  This arrangement  helps our working capital by reducing our investment
in inventory  and allows us quicker  access to inventory to fill orders for fine
chemicals.

Our cash flow from operations  through June 30, 2004 was approximately  $115,000
compared to $45,000  through June 30, 2003.  This  increase is due  primarily to
higher sales volume for 2004 compared to 2003.

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 past eight
quarters.  It is more likely that the rate of earnings  growth will slow because
of these extraordinary expenses.

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.  The
consultant was also issued an option to purchase an additional 100,000 shares of
stock over the term of the agreement for $.40 per share.  We expensed  $4,000 as
the fair value of this option. We agreed to an option whereby the consultant may
acquire the entire  collection for $200,000.  We recorded the fair value of this
option ($207,000) as a liability and a charge to operations during the quarter.

During 2003, we began  improvements  and renovations of our corporate office and
have invested $84,000 through June 30, 2004. At least another $50,000 is planned
for the  remainder of 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.

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  unpredictability,  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 second  quarter 2004 were  approximately  $120,000
compared to  approximately  $133,000 in first quarter of 2004 and  approximately
$89,000 in the second quarter of 2003.  While our second quarter 2004 sales were
slightly  lower  compared to the  previous  quarter,  the  six-month  2004 sales
($253,000) was almost twice the same period the year before ($140,000).

Our gross  profit  margin of 91%  remains  consistently  strong  for the  second
quarter  2004  compared  to 82% for the  previous  quarter  and 81% for the same
period a year ago. Our SG&A  expenses for the second  quarter 2004  decreased to
approximately $96,000 from approximately $136,000 in the prior quarter, but were
much greater than the approximately  $47,000 for the same period a year ago. The
substantial  increase from the year before can be accounted for in large part by
the increased  professional fees ($31,000) and travel expenses ($5,000) incurred
as a result of the Company's  increased  merger and acquisitions  activity,  and
non-cash  increases in Officers'  salaries  ($18,000).  The decrease in our SG&A
expenses from the prior quarter resulted  primarily from a first quarter expense
($40,000)  related to a consulting  agreement and a slight reduction of overhead
costs.

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 share 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 $5,000 in sales of the collection for the period
July 1, 2004 through August 16, 2004.

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
for  three-month  successive  terms unless canceled 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.

The Company  entered into an agreement  with two  financial  consultants  in May
2004. The consultants  are advising us on corporate  structure  matters.  In the
next  quarter,  we  expect  to  issue  343,137  shares  of  common  stock to the
consultants  under the terms of the agreement and charge operations for the fair
value of the stock issued.

We expect  significant  increases  in future  legal and  accounting  fees as the
result of implementing our planned merger and acquisition strategy.

As a result of the consulting  agreements  noted above, we recognized a net loss
of approximately $300,000 for the three months ending June 30, 2004, compared to
$20,000 net income for the same period in 2003.  Our net loss was  $327,000  for
the six months  ending June 30,  2004,  compared to net income of $9,000 for the
same period of 2003. The decrease is due to consulting  agreements  entered into
in the second quarter of 2004.

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 April 1, 2004 to June 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

    Matthew Maguire                  250,627           04-28-04      $0.399*
    C.E. Rick Strattan             1,029,412           04-28-04        **

*    Provided for  consulting  services and  resgistered  under form S-8.  Value
     based on the high and low prices of the Common Stock as reported by the OTC
     Electronic Bulletin Board on April 9, 2004.

**   Sales were made  pursuant to Section 4(2) of the 1933 Act.  Shares given in
     exchange for sports card and memorbillia collection

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
-----------------------------                     August 19, 2004
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer