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: March 31, 2005.

____ 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 May 13, 2005, the Company had outstanding  10,956,517 shares of its common
stock.

Transitional Small Business Disclosure Format: No.


<PAGE>

PART I:  FINANCIAL INFORMATION





PART I:  Financial Information

                              CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

                                                                March 31, 2005
                                                                --------------
<S>                                                               <C>
CURRENT ASSETS
 Cash and cash equivalents                                        $   156,698
 Certificate of deposit                                                40,603
 Accounts receivable                                                   22,063
 Inventory                                                             67,068
 Deferred tax asset                                                    25,000
 Loan to shareholder                                                    1,501
                                                                     --------
     Total current assets                                             312,933
                                                                     --------

PROPERTY AND EQUIPMENT, NET                                           441,936
                                                                     --------
OTHER

 Intangibles, net                                                      12,480
 Deferred tax asset                                                   200,000
 Sports memorabilia collection                                         92,402
                                                                     --------
     Total other assets                                               304,882
                                                                     --------
  TOTAL ASSETS                                                    $ 1,059,751
                                                                    =========
</TABLE>
                                   (Continued)

                                       F-2
<PAGE>

                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                 March 31, 2005
                                                                 ------------
<S>                                                               <C>
CURRENT LIABILITIES
 Accounts payable and accrued expenses                            $    31,458
 Customer deposit                                                      38,285
 Current portion of long-term debt                                      8,441
 Current portion of stockholder loan                                   20,000
                                                                  -----------
         Total current liabilities                                     98,184
                                                                  -----------

LONG-TERM LIABILITIES
 Long-term debt, less current portion                                 151,056
 Due to stockholder, less current portion                              19,087
                                                                  -----------
         Total long-term liabilities                                  170,143
                                                                  -----------

STOCKHOLDERS' EQUITY
 Class A  common  stock,  par  value
  $.0001 per share, 100,000,000 shares
  authorized, 11,294,017 shares
  issued and outstanding                                                1,193
 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                                         2,638,191
 Accumulated deficit                                               (1,847,960)
                                                                  -----------
      Total stockholders' equity                                      791,424
                                                                  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 1,059,751
                                                                  ===========
</TABLE>


                See Accompanying Notes to Financial Statements.

                                       F-3
<PAGE>

                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended
                                                             March 31,
                                                  -----------------------------
                                                       2005            2004
                                                  --------------   ------------
<S>                                              <C>              <C>
PRODUCT SALES                                      $   118,544      $   133,179

COST OF PRODUCTS SOLD                                   17,474           23,365
                                                   -----------      -----------
GROSS PROFIT                                           101,070          109,814

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES           105,415          135,702
                                                   -----------      -----------
SPORTS MEMORABILIA COLLECTION
 Gain on sales                                           2,902              -
 Other income                                          203,470              -
                                                   -----------      -----------
                                                       206,372              -
                                                   -----------      -----------
OTHER INCOME (EXPENSE)
 Investment and other income                             1,318            1,719
 Interest expense                                       (2,870)          (3,193)
                                                   -----------      -----------
     Total other (expense)                              (1,552)          (1,474)
                                                   -----------      -----------
NET INCOME (LOSS) BEFORE INCOME TAXES                  200,475          (27,362)

INCOME TAXES                                               -                -
                                                   -----------      -----------
NET INCOME (LOSS)                                      200,475          (27,362)
                                                   ===========      ===========
NET INCOME (LOSS) PER COMMON SHARE                         .02             (.00)
                                                   ===========      ===========

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                 11,144,017        5,798,912
                                                   ===========      ===========
</TABLE>
                See Accompanying Notes to Financial Statements.

                                       F-4
<PAGE>

                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               Increase (Decrease) in Cash and Cash Equivalents

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                         2005            2004
                                                     ------------  ------------
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                     $  200,475   $   (27,362)
                                                     ------------  ------------
 Adjustments to reconcile net income (loss)
 to net cash provided by operating
 activities:

   Depreciation and amortization                            7,855        6,983
   Stock issued for services                                    -       40,000
   Gain on sales of sports memorabilia collection          (2,902)           -
   Stock issued to employees                               20,030       15,030
   Gain on expiration of option - sports memorabilia
    Collection                                           (203,470)           -
   Decrease in accounts receivable                         41,504       86,695
   Decrease (Increase) in inventory                       (16,069)       1,570
   Increase in prepaid expenses                                 -       (1,530)
   Increase in accounts payable and
    accrued expenses                                        7,618       17,278
   Increase in customer deposits                           38,285            -
                                                      -----------   -----------
        Total adjustments                                (107,149)     166,026
                                                      -----------   -----------
    NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                            93,326      138,664
                                                      -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements          (15,257)     (23,213)
 Purchase of certificate of deposit                          (270)           -
                                                      -----------   -----------
    NET CASH USED FOR INVESTING ACTIVITIES                (15,527)     (23,213)
                                                      -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payment on notes payable                                  (1,544)      (2,493)
 Payment on stockholder loan                              (14,511)     (11,000)
 Loan to shareholder                                            -       (3,500)
 Received from shareholder                                    583          139
                                                     ------------  ------------
    NET CASH PROVIDED BY (USED FOR)
     FINANCING ACTIVITIES                                 (15,472)     (16,854)
                                                     ------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       62,327       98,597

CASH AND CASH EQUIVALENTS, beginning of period             94,371        7,757
                                                     ------------  ------------
CASH AND CASH EQUIVALENTS, end of period             $    156,698   $  106,354
                                                     ============  ============
</TABLE>

                                   (Continued)

                                       F-5
<PAGE>
                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               Increase (Decrease) in Cash and Cash Equivalents

                                   (Unaudited)

                                   (Concluded)

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                        2005           2004
                                                     ------------  ------------
<S>                                                  <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest             $     2,870   $     2,235
                                                     ============  ============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY
  Common stock issued under one year consulting
   Contract                                          $         -   $    40,000
                                                     ============  ============

</TABLE>
                See Accompanying Notes to Financial Statements.

                                       F-6
<PAGE>
                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                                   (Unaudited)


The information  presented herein as of March 31, 2005, and for the three months
ended March 31, 2005 and 2004, 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 month  period  ended  March 31,  2005,  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2005. 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, 2004.

(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 months ended March 31,
2005 due to its realizing a tax loss for the period and its previous recognition
of the benefit of its net operating loss carryforward.

(4) CONCENTRATIONS

Sales to four major customers were 80% of total sales for the three months ended
March 31, 2005.  Sales to three major  customers were 70% of total sales for the
three months ended March 31, 2004.

Substantially all 2005 inventory purchases were from two vendors.  Substantially
all 2004 inventory purchases were from one vendor.

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.

(5) COMMITMENTS AND CONTINGENCIES

The  Company has  employment  agreements  with two  officers  for total  monthly
salaries of $4,900. In addition, the officers are awarded shares of common stock
each month. The number of shares is equal to $6,000 divided by eighty percent of
the closing price of the  Company's  common stock on the last day of each month.
The  Company  recognizes  an  expense  equal  to the  fair  value  of the  stock
determined  using  the  average  stock  closing  trading  price  for  the  month
multiplied by number of shares  awarded for that month.  The stock is subject to
trading  restrictions  under Rule 144. For the three months ended March 31, 2005
and 2004,  the Company  awarded  337,500 and 56,779  shares,  respectively,  and
recognized  an expense of $23,000 and  $18,000  respectively  for stock  awarded
under these agreements. The stock awarded under these agreements is presented as
outstanding in the accompanying  financial  statements.  Both agreements  expire
December 31, 2005.

The Company is required to pay a consultant 7.5% of any capital raised and 5% of
any other capital transaction  resulting within two years of the introduction by
the consultant. No amounts have been paid or are due at March 31, 2005.

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.

(6) 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.  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.  This contract  expired in March 2005, and the unsold portion of
the Collection was returned to the Company.  The Company is currently  exploring
its options to continue its liquidation of the Collection.

The  consultant had 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  recorded  as a  liability  and  the  expense  was  charged
operations.  The Company recalculated the fair value of the option at the end of
each reporting period and recognized any change as through operations and adjust
its liability  accordingly.  The option  expired in March 2005,  and the Company
recorded the  expiration of the option  liability as a gain in the  accompanying
statement of operations for the three months ended March 31, 2005.

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 option
expired in March 2005.

The  consultant  was  required to maintain  adequate  insurance  and pay for any
transportation  costs.  The consultant was 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 was also required
to provide a detailed itemization of sales to the Company on a monthly basis.

                                      F-8
<PAGE>

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

Introduction

CTD Holdings,  Inc. (referred to as the "Company," "CTD," or in the first person
notations of "we," "us," and "our") began  operations in 1990.  Our revenues are
principally   derived  from  retail  sales  of  cyclodextrins  and  cyclodextrin
complexes.  Our sales are primarily to major  chemical  supply houses around the
world, pharmaceutical companies, and food companies for research and development
and to diagnostics  companies.  We acquire our products principally from outside
the United  States,  largely from Japan and Hungary,  but are gradually  finding
satisfactory  supply sources in the United States.  While we enjoy better supply
prices from outside the United States, rising shipping costs are making domestic
sources more competitively  priced. To add value to our products,  we maintain a
comprehensive database of patented and patent pending uses of cyclodextrins from
the United States.  We also maintain less  comprehensive  database that includes
patents issued in many other countries  including Japan, Gemany and others. This
information  is  available to our  customers.  We also offer our  customers  our
knowledge  of the  properties  and  potential  new  uses  of  cyclodextrins  and
complexes.

As most of our customers  use our  cyclodextrin  products in their  research and
development  activities, their ordering from us is  unpredictable with regard to
timing,  product mix and volume.  We also have four major  customers whom have a
significant effect on our revenues when they increase or decrease their research
and development  activities that use  cycldextrins.  We keep in constant contact
with these  customers  as to their  cyclodextrin  needs so we can  maintain  the
proper  inventory  composition and quantity in anticipation of their needs.  The
sales to major  customers  and the product mix and volume of products sold has a
significant effect on our revenues and gross profit. These factors contribute to
our significant revenue volatility from quarter to quarter and year to year.

Liquidity and Capital Resources

Our cash and  certificate of deposit  increased to $197,000 as of March 31, 2005
compared to $135,000 as of December 31, 2004. This increase was primarily due to
an increase in customer deposits in the first quarter of 2005.

As of March 31, 2005,  our working  capital was $215,000  compared to $16,000 at
December  31, 2004 and  $169,000  at March 31,  2004.  This  increase in working
capital  from  December  31, 2004 is due to the  expiration  of a $200,000  call
option liability in March 2005.

Our cash flow from operations was $93,000  compared to $139,000 a year ago. This
decrease  was due  primarily  to  decreased  sales in the first  quarter of 2005
compared to 2004.

We believe our working  capital is sufficient  to run our  operations at current
and expected  future  operating  levels into the near future.  We do not require
capital in the next twelve  months for normal  operations.  However,  we require
additional  funding to  implement  our  acquisition  strategy.  Our  acquisition
strategy  includes  raising  $1,500,000  in the next  twelve  months.  Our first
acquisition  will  require  approximately  $500,000.  We believe we can fund the
initial  costs of  raising  capital  and start  our  acquisition  strategy  from
existing working capital.

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  profitable  financial  performance.  Our cash SG&A
expenses for 2005, as a percentage of sales, have decreased from 2004.

During 2004, we acquired a sports memorabilia collection from our President.  We
obtained an appraisal on the  collection  for $400,000.  We also engaged a third
party  consultant  to  liquidate  the  Collection,  which has  provided  us with
additional cash flow with minimal  associated cash expenses.  During March 2005,
this agreement  expired.  We are currently  exploring our options to continue to
liquidate  the  Collection,  but  there  are no  assurances  we  will be able to
successfully or profitably do so.

During 2003, we began  improvements  and renovations of our corporate office and
have  invested  $140,000  through March 31, 2005. We are committed to a Research
Park  facility for the 40-acre  site.  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 December 2004, the Company  issued  3,500,000  shares of its common stock for
$3,500 to a financial consultant. We recognized an expense of $206,500, which is
the  difference  between the amount paid and the fair value of the stock  issued
based on the trading price on the date of the stock purchase.  We have agreed to
register the stock by filing a  registration  statement by June 19, 2005 with an
effective date no later than August 19, 2005. If the  registration  is not filed
and  effective by the dates  indicated,  we are required to issue an  additional
175,000  shares  of  common  stock  for each  month or part  thereof  until  the
registration  statement is filed or becomes  effective.  We are currently in the
process of preparing a registration statement to be filed.

We have filed Form S-1 with the U.S.  Securities  and Exchange  Commission for a
shelf  registration of 10,000,000 shares of common stock to be used for business
acquisition  purposes.  We are  currently  preparing  our  response  to comments
received from the Securities and Exchange Commission review process.

We have no off-balance sheet arrangements at March 31, 2005.

Results of Operations

Total  product  sales  for the first  quarter  2005 were  $119,000  compared  to
$133,000 in the first quarter of 2004. Our major customers continue to be repeat
purchasers.  In 2004,  three of our  major  customers  accounted  for 70% of our
sales.  In 2005,  three of our major  customers  accounted for 69% of our sales.
This size of the major customer sales decreased from 2004 to 2005.

Our gross profit margin of 85% remains consistently strong for the first quarter
2005  compared  to 83% for the year  ended  December  31,  2004.  Changes in the
product  mix in sales has a  significant  effect  on our  overall  gross  profit
percentage, but management expects our gross profit to remain in the 80% range.

Our  SG&A  expenses  decreased  to  approximately  $105,000  from  approximately
$136,000  for the three months  ended March 31,  2004.  This  decrease is due to
$40,000 in consulting fees related to a potential  acquisition  incurred in 2004
but not incurred in 2005.

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.  This  agreement  expired in March 2005.  For the three months ended
March 31, 2005, we  recognized a gain on sale of Collection  items of $3,000 and
recognized  a  $200,000  gain  on  the  expiration  of a call  option  liability
previously issued to the consultant.  We are currently  exploring our options to
continue to liquidate  the  Collection,  but there are no  assurances we will be
able to successfully or profitably do so.

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 $200,000 for the three months ended March 31, 2005
compared to a net loss of ($27,000) for the three months ended March 31, 2004.

We will continue to introduce new products that will increase  sales revenue and
implement  a strategy of creating or  acquiring  operational  affiliates  and/or
subsidiaries  that will use CD's in herbal medicines,  waste-water  remediation,
pharmaceuticals,  and foods.  We also intend to pursue  exclusive  relationships
with  major  CD  manufacturer(s)  and  specialty  CD  labs to  distribute  their
products. We continue to be the exclusive distributor in North America of the CD
products manufactured by Cyclolab Research Laboratories in Budapest, Hungary.

In keeping with its  commitment to use the internet as a major  advertising  and
public relations  outlet,  the Company  continues to maintain its web site. This
asset has been  instrumental in creating and maintaining a worldwide  leadership
role  for us in the  implementation  of  research  and  commercialization  of CD
applications.  We believe that the  maintenance  and growth of our web site will
return that investment many times.

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  management,  recognizes its  responsibility  for establishing and
maintaining  internal  control over financial  reporting for the Company.  After
evaluating the  effectiveness  of our  "disclosure  controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as
of March  31,  2005  (the  "Evaluation  Date"),  the  Company's  management  has
concluded,  as of the  Evaluation  Date, the Company's  disclosure  controls and
procedures were adequate and designed to ensure the  information  required to be
disclosed in the reports filed or submitted by us under the Securities  Exchange
Act of  1934  is  recorded,  processed,  summarized  and  reported  with  in the
requisite  time  periods.  The  Company's  management  acknowledges  a  material
weakness  exists  in its  controls  and  procedures,  in that i) the  accountant
employed  by the  Company,  while a third  year  student  pursuing  a degree  in
accounting  at the  University  of Florida has no training  regarding  financial
reporting  and  presentation  rules  and  regulations  of the  SEC;  and ii) the
Company's President/CEO, who oversees all the accountants' work and provides all
internal  control  functions,  while  possessing  a MBA from the  University  of
Florida,  has no  training in matters of  accounting,  financial  reporting,  or
presentation rules and regulations of the SEC.

(b) Effectiveness of Internal Control

The  Company's  management is reviewing  the  Company's  internal  controls over
financial reporting to determine the most suitable recognized control framework.
The  Company  will  give  great  weight  and  deference  to the  product  of the
discussions  of the SEC's Advisory  Committee on Smaller  Public  Companies (the
"Advisory Committee") and the Committee of Sponsoring  Organizations' task force
entitled  Implementing  the COSO Control  Framework in Smaller  Businesses  (the
"Task  Force").  Both the Advisory  Committee and the Task Force are expected to
provide practical, needed guidance regarding the applicability of Section 404 of
the  Sarbanes-Oxley  Act to small  business  issuers.  The Company's  management
intends to perform the evaluation  required by Section 404 of the Sarbanes-Oxley
Act at such time as a framework is adopted by the Company.  For the same reason,
the Company's registered  accounting firm has not issued an "attestation report"
on the Company  management's  assessment  of internal  controls.  The  Company's
management   acknowledges  a  material  weakness  exists  in  its  controls  and
procedures,  in that i) the  accountant  employed by the Company,  while a third
year student pursuing a degree in accounting at the University of Florida has no
training regarding financial reporting and presentation rules and regulations of
the SEC; and ii) the Company's President/CEO,  who oversees all the accountants'
work and provides all internal  control  functions,  while possessing a MBA from
the University of Florida,  has no training in matters of accounting,  financial
reporting, or presentation rules and regulations of the SEC.

(c) Changes in internal controls.

After  evaluation by the Company's  management,  the  Company's  management  has
determined there were no significant  changes in the Company's internal controls
or in other  factors  that could  significantly  affect the  Company's  internal
controls subsequent to the Evaluation Date.



Part II. OTHER INFORMATION

Item 1.  Legal Proceedings.

NONE


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

NONE


Item 3.  Defaults Upon Senior Securities

NONE


Item 4.  Submission of Matters to a Vote of Security Holders

NONE


Item 5.  Other Information

NONE


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

  (31)      Certification of Chief Executive
            Officer and Chief Financial Officer                          *

  (32)      Certification  pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002                                   *

  (99)      Additional Exhibits                                         None


* 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                         May 13, 2005
-----------------------------
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer