SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-Q

__X__ Quarterly Report Under Section 13 or 15(d) of The Securities  Exchange Act
of 1934 for the quarterly period ended: September 30, 2009.

____  Transition  Report  Under  Section 13 or 15(d) of the Exchange Act 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)

     Registrant'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  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 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.
(x) Yes  (_) No

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (Section
232.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files).
(_) Yes (X) No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of 'large  accelerated  filer,'accelerated  filer,' and 'smaller
reporting company' in Rule 12b-2 of the Exchange Act.

Large accelerated filer (_)                        Accelerated filer (_)
Non-accelerated filer (_)                          Smaller reporting company (X)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) (_)Yes (x)No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of November 3, 2009,  the Company had  outstanding  28,648,911  shares of its
common stock.



<PAGE>


Item 1. Financial Statements.

                                    CTD HOLDINGS, INC.
                               CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                     ASSETS

                                      September 30, 2009       December 31, 2008
<S>                                       <C>                   <C>
                                            (Unaudited)
CURRENT ASSETS
 Cash and cash equivalents                $   278,544            $   276,669
 Accounts receivable                           87,252                 27,794
 Inventory                                    200,789                209,975
 Note receivable                                9,894                          -
 Other current assets                           2,000                  2,000
                                        -------------          -------------
     Total current assets                     578,479                516,438
                                        -------------          -------------
PROPERTY AND EQUIPMENT, NET                   464,796                442,784
                                        -------------          -------------
OTHER ASSETS
 Shareholder loan                              9,611                  17,069
 Intangibles, net                              4,250                   5,000
 Deferred tax asset                          250,000                 250,000
                                        -------------          -------------
     Total other assets                      263,861                 272,069
                                        -------------          -------------
TOTAL ASSETS                              $1,307,136             $ 1,231,291
                                    =================        ===============
</TABLE>

                                  (Continued)

                                     F-1


<PAGE>
                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                               September 30, 2009        December 31, 2008
<S>                                                 <C>                         <C>
                                                   (Unaudited)
CURRENT LIABILITIES
 Accounts payable and accrued expenses              $  39,822                    $     72,125
                                               --------------                   -------------

STOCKHOLDERS' EQUITY
 Common stock, par value $.0001 per share,
 100,000,000 shares authorized, 29,403,822 and
 26,542,438 shares issued and outstanding,
 respectively                                           2,940                           2,654
 Preferred stock, par value $.0001 per share,
  5,000,000 shares authorized;
Series A, 1 share issued and outstanding                    -                               -
Series D, no shares issued and outstanding                  -                               -
 Additional paid-in capital                          3,386,872                      3,238,911
 Accumulated deficit                                (2,113,270)                    (2,082,399)
 Treasury stock, at cost -- 162,780 shares
 at September 30, 2009                                  (9,228)                             -
                                                  -------------                   ------------
     Total stockholders' equity                      1,267,314                      1,159,166
                                                  -------------                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $  1,307,136                    $  1,231,291
                                                  ============                   =============
</TABLE>

                    See accompanying Notes to Financial Statements.

                                     F-2
<page>



<PAGE>
                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>

                                 Three Months Ended                Nine Months Ended
                                    September 30,                    September 30,
                              -----------------------           ------------------------
                                  2009        2008                  2009         2008
                              -----------  ----------           -----------  -----------
<S>                           <C>          <C>                 <C>          <C>
PRODUCT SALES                 $  215,333   $  142,105          $   460,277  $   371,230
                             -----------   ----------           -----------  -----------
EXPENSES
 Personnel                       113,857      114,301              306,082      276,120
 Cost of products sold
 (exclusive of
 depreciation and
 amortization, shown
 separately below)               39,228         3,111                72,132      81,268
Professional fees                16,527        13,154                74,127      71,383
Office and other                  7,204         7,799                21,605      25,325
Amortization and
 Depreciation                     5,147         5,373                15,542      18,323
Freight and shipping              3,425         6,671                 7,562      12,473
                              -----------   ----------           -----------  ----------
                                185,388       150,409               497,050     484,892
                              -----------   ----------           -----------  -----------

Operating income (loss)          29,945        (8,304)              (36,773)   (113,662)
                              -----------   ----------           -----------  -----------

OTHER INCOME (EXPENSE)
 Investment and other
  income                          2,790        10,997                 5,902      24,872
 Interest expense                    -           (100)                   -       (1,816)
                              -----------  -----------           -----------  -----------
         Total other income       2,790        10,897                 5,902      23,056
                              -----------  -----------           -----------  -----------


NET INCOME (LOSS) BEFORE
 INCOME TAXES                     32,735        2,593               (30,871)    (90,606)

 Income Taxes                        -         (1,000)                 -         16,000
                              -----------  -----------           -----------  ----------
NET INCOME (LOSS)               $ 32,735     $  1,593             $ (30,871) $  (74,606)
                              ===========  ===========           =========== ===========

NET INCOME (LOSS) PER COMMON
 SHARE                            $  .00    $     .00           $     (0.00) $    (0.00)
                              ===========  ===========          ===========  ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING    29,091,042   26,626,745            28,374,329  26,262,745
                              ===========  ===========          ===========  ===========
</TABLE>

                  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)


                                                           Nine Months Ended
                                                              September 30
                                                          ----------------------
                                                            2009          2008
                                                       -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net INCOME (loss)                                     $   (30,871)  $  (74,606)
                                                       -----------   -----------
 Adjustments to reconcile net income(loss) to net
 cash provided by operating activities:

   Depreciation and amortization                            15,542       18,323
   Stock awarded to employees                              148,247      159,556
   Income tax benefit of deferred tax asset                      -      (16,000)
   Increase or decrease in:
    Accounts receivable                                    (59,458)      38,375
    Inventory                                                9,186     (116,668)
    Prepaid expenses                                           -            442
    Accounts payable and accrued expenses                  (32,303)         780
                                                       ------------   ----------
        Total adjustments                                   81,214       84,808

                                                       -------------  ----------
    NET CASH PROVIDED BY OPERATING
         ACTIVITIES                                         50,343       10,202
                                                       -------------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements           (36,804)     (24,499)
 Patent database costs                                          -       (51,653)
 Redemption of certificate of deposit                           -       263,985
 Investment with related party                                  -           853
 Cash loaned to related party                               (9,894)           -
                                                       -------------  ----------
    NET CASH PROVIDED BY (USED IN) INVESTING               (46,698)     188,686
     ACTIVITIES                                        -------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on long-term debt                                    -     (140,074)
   Payments on stockholder loan                                  -      (21,330)
   Loan to stockholder                                           -       (4,344)
   Received from stockholder                                 7,458           -
   Repurchase of common stock                               (9,228)          -
                                                       -------------  ----------

    NET CASH USED IN FINANCING ACTIVITIES                   (1,770)    (165,748)
                                                       -------------  ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                    1,875       33,140



                                       F-4

<PAGE>


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

                                                          Nine Months Ended
                                                            September 30,
                                                         ------------------
                                                         2009          2008
                                                     ------------  ------------


CASH AND CASH EQUIVALENTS, beginning of period           276,669       209,981
                                                     ------------  -----------
CASH AND CASH EQUIVALENTS, end of period             $   278,544   $   243,121
                                                     ============  ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
Cash paid for interest                               $        -     $    1,816
                                                     ===========  ============



SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY

  Common stock awarded to employees                 $   148,247   $    159,556
                                                     ===========  ============


                 See Accompanying Notes to Financial Statements

                                       F-5


<PAGE>


                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 September 30, 2009
                                   (Unaudited)


The information  presented herein as of September 30, 2009 and for the three and
nine months ended September 30, 2009 and 2008, 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-Q  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  recurring
adjustments) considered necessary for a fair presentation have been included.

Operating results for the three and nine month periods ended September 30, 2009,
are not necessarily  indicative of the results that may be expected for the year
ending  December  31,  2009.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 2008.

(2) NET INCOME (LOSS) PER COMMON SHARE:

Net income (loss) per common share is computed using a simple  weighted  average
of common shares outstanding during the periods presented.

(3) INCOME TAXES

The Company  reported net income for the three months ended  September 30, 2009.
The Company  decreased  its  valuation  allowance  of its  deferred tax asset by
approximately  $9,000 for the three months ended September 30, 2009. The Company
reported a net loss for the nine month period  ended  September  30,  2009,  and
increased  its  valuation  allowance of its deferred tax asset by  approximately
$8,000.  For 2009,  the Company did not record an increase in its  deferred  tax
asset or record an income  tax  benefit  based on  management's  expectation  of
future taxable income, which may not exceed its current deferred tax asset.


<PAGE>

For the three month period ended  September 30, 2008,  the Company  reported net
income and  reported  income tax expense of $1,000 and reduced its  deferred tax
asset.  For the nine month period ended September 30, 2008, the Company reported
a net loss and also  realized a net  operating  tax loss and recorded the future
benefit by  increasing  its  deferred  tax asset and  recognizing  an income tax
benefit of $16,000.  This was based on management's  expectation that it is more
likely  than not the Company  will  report net income and net taxable  income in
future years sufficient to utilize its net operating loss carry forwards.



(4) CONCENTRATIONS

Sales to three major customers were 50% of total sales for the nine months ended
September  30, 2009.  Sales to three major  customers was 42% of total sales for
the nine months ended September 30, 2008.

Substantially all 2009 and 2008 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.


<PAGE>

(5) COMMITMENTS AND CONTINGENCIES

Beginning July 1, 2009, the Company has employment agreements with two officers,
Mr.  Strattan and Mr.  Fails,  for total  monthly  cash  salaries of $12,500 and
$3,500,  respectively.  From  January 1, 2009 to June 30, 2009,  Mr.  Strattan's
salary was $7,000 in cash and $12,500 in restricted  shares based on the formula
below, and Mr. Fail's salary was $3,000 in cash and $1,000 in restricted  shares
based on the formula  below.  Through June 30, 2009,  the officers  were awarded
shares of common stock each month.  The number of shares due is equal to $13,500
divided by eighty percent of the closing price of the Company's  common stock on
that last day of each month. No shares of restricted stock will be issued to Mr.
Strattan  or Mr.  Fails  for  services  following  July  1,  2009.  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 the number of
shares  awarded  for that  month.  The stock is subject to trading  restrictions
under Rule 144. No shares were  awarded  under  these  agreements  for the three
month period ended September 30, 2009. For the nine month period ended September
30, 2009,  the Company  awarded  2,561,384  shares and  recognized an expense of
$101,372 for stock awarded under these agreements.

Effective July 1, 2009, the Company entered into an employment agreement with an
officer of its wholly  owned  subsidiary  for  100,000  shares of company  stock
monthly  until  December 31, 2009.  The Company  expensed  $46,875 for the three
months ended September 30, 2009. In addition,  there is a possible transactional
bonus  equal to 50% of the  subsidiary  future  profits  that may  result  in an
additional discretionary bonus to become due.

For 2008,  the Company had  employment  agreements  with two  officers for total
monthly  salaries of $10,000.  In addition,  the officers are awarded  shares of
common stock each month. The number of shares due is equal to $13,500 divided by
eighty  percent of the closing price of the Company's  common stock on that 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 the number of shares awarded for that month.  The stock is subject
to trading  restrictions  under Rule 144. Also, the Company issued shares to one
of its  employees  through July 31,  2008.  The number of shares due is equal to
$500  divided by eighty  percent of the closing  price of the  Company's  common
stock  on the last day of each  month.  For the  three  and  nine  months  ended
September 30, 2008,  the Company  awarded  1,246,307  and  3,787,972  shares and
recognized an expense of $71,343 and $159,527,  respectively,  for stock awarded
under these agreements.


(6) NOTES RECEIVABLE

The  Company  loaned  $9,700 to an  unrelated  investment  company.  The note is
unsecured, principal and interest at 24% is due on demand.


(7) TREASURY STOCK
Treasury stock is recorded at acquisition cost. The Company  reacquired  162,780
shares of its previously  outstanding  common stock for $9,228.  The shares were
not cancelled as of September 30, 2009.

(8) PREFERRED STOCK
In  2009,  we  authorized  a  Series  D  preferred  stock,   setting  forth  its
designations, rights and preferences. Only shareholders who own in excess of 10%
of the combined total number of outstanding  Common Shares and outstanding Class
D preferred  shares may be entitled to hold Series D preferred  stock.  The more
significant  right is in the  event the  combined  total  number of  outstanding
common shares and outstanding Series D preferred shares increases, such that any
Class D preferred shareholder owns less than 10% of the combined total number of
outstanding common shares and outstanding Class D preferred shares, the Series D
preferred  shares  automatically  convert to common shares,  unless the affected
shareholder  acquires sufficient  additional common shares to increase the total
stockholdings  to more than 10% of the combined  total number of combined  total
number of outstanding common shares and outstanding Class D preferred shares. No
Series D shares have been issued.

(9) SUBSEQUENT EVENTS - The Company has evaluated  subsequent events through the
time of filing these financial  statements with the SEC on Form 10-Q on November
13, 2009.

<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 many of our products outside the United
States,  from Japan,  Germany,  China and Hungary;  but we are gradually finding
satisfactory  supply  sources in the United  States.  While we  generally  enjoy
better supply prices from outside the United States,  rising  shipping costs are
making domestic sources more  competitively  priced. We also offer our customers
our knowledge of the  properties  and potential  new uses of  cyclodextrins  and
cyclodextrin 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  who have a
significant effect on our revenues when they increase or decrease their research
and development  activities that use cyclodextrins.  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.

<PAGE>

In March 2009,  the Company and Mr.  Strattan  reached a  settlement  with Eline
Entertainment  Group,  Inc.  and  Barry  Rothman,  the  President/CEO  of Eline,
pursuant  to which  Eline  Entertainment  transferred  all of its  rights in the
Company's Class A Preferred Share to Mr. Strattan. Those parties dismissed their
actions against one another and exchanged mutual releases.  The Company's action
against Steven T. Dorrough,  Jayme Dorrough,  Eline Holding, and Yucatan Holding
Company and the  counterclaim  filed by those defendants has not been dismissed;
the company is seeking a summary judgment.


In 2004, we amended the Company's Articles of Incorporation authorizing a series
of "blank check"  preferred stock  consisting of 5,000,000 shares and creating a
series of Series A Preferred Stock,  setting forth its designations,  rights and
preferences.  The more significant right is Series A Preferred shareholders vote
with the  holders  of common  stock on all  matters  submitted  to a vote of our
shareholders.  Shares of Series A Preferred  Stock are entitled to one vote more
than one-half of all votes  entitled to be cast by all holders of voting capital
stock of the Company on any matter  submitted to holders of common  shares 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  holders of common  shares.  In 2004,  we issued one
share of Series A Preferred Stock to C.E. Strattan,  our majority shareholder in
exchange for 1,029,412  shares of common stock held by him, which he voluntarily
surrendered to the Company and were cancelled.

In  2009,  we  authorized  a  Series  D  preferred  stock,   setting  forth  its
designations, rights and preferences. Only shareholders who own in excess of 10%
of the combined total number of outstanding  Common Shares and outstanding Class
D preferred  shares may be entitled to hold Series D preferred  stock.  The more
significant  right is in the  event the  combined  total  number of  outstanding
common shares and outstanding Series D preferred shares increases, such that any
Class D preferred shareholder owns less than 10% of the combined total number of
outstanding common shares and outstanding Class D preferred shares, the Series D
preferred  shares  automatically  convert to common shares,  unless the affected
shareholder  acquires sufficient  additional common shares to increase the total
stockholdings  to more than 10% of the combined  total number of combined  total
number of outstanding common shares and outstanding Class D preferred shares. No
Series D shares have been issued.
<PAGE>

Liquidity and Capital Resources

Our cash  and  short-term  investments  increased  slightly  to  $279,000  as of
September 30,  2009,compared  to $277,000 as of December 31, 2008.  The increase
for the nine months ended  September  30, 2009,  was due  primarily to cash from
operations and increased  sales,  primarily in the three months ended  September
30, 2009.

As of September 30, 2009, our working capital was $539,000  compared to $444,000
at December 31, 2008.  Our cash flows from  operations for the first nine months
of 2009 was $50,000 compared to $10,000 for the same period in 2008. This change
was due  primarily  to normal  timing  differences  in accounts  receivable  and
accounts payable.

In January 2008,we  determined the best use of our large cash balance was to pay
off the $140,000  mortgage on our property,  which we did in February 2008. This
reduced interest expense approximately $850 per month.

We believe our remaining  working capital is sufficient to run our operations at
current expected future operating levels into the near future. We do not require
capital in the next twelve months for normal operations.

We also  significantly  increased our inventory for our two most profitable bulk
products.  In April 2008, we ordered  $46,000 of the product HPB from a Japanese
supplier,  and in July 2008 we ordered $80,000 of the product Methyl-Beta from a
German  supplier.  We increased our inventory of these two products based on our
estimate of future industry  purchase  trends and recent product  inquiries from
our larger  customers.  These  products  have a three month or more lead time to
acquire from our suppliers in the quantity purchased.  Because we now have these
products in stock, we have an increased  opportunity to fill any large orders we
may receive.  Due to increased shipping costs, it is also less costly to buy and
ship  larger  quantities  from our  suppliers.  If  these  large  orders  do not
materialize,  we can sell this product in the normal course of business,  due to
the long  shelf  life of these  products.  Our  current  inventory  of these two
products  represents  approximately  two years of our historical sales volume of
these products.

In October  2008,  we announced a plan to repurchase up to $150,000 of currently
outstanding common stock. We have not determined the exact timing of these share
repurchases.  We acquired 162,780 shares at a cost of $9,228 during the three
months ended June 30, 2009.

<PAGE>

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.

Beginning in 2003, we began improvements and renovations of our corporate office
and have invested  $148,000  through  December 31, 2008.  During the nine months
ended September 30, 2009, we capitalized  $37,000 of improvements,  including an
additional $14,500 for driveway paving. Currently we are conducting an extensive
survey of our 40 acres of property and existing  facilities in  preparation  for
developing a total site plan for our research park facility. In 2009, we plan to
renovate  three  existing  structures  to  be  an  inventory  warehouse  and  an
educational auditorium at a estimated cost of $60,000. These buildings have been
previously  idle.  Over the next five years, we plan to renovate or construct at
least six buildings for an estimated cost of $150,000.


<PAGE>

Company  officers  earned  2,861,384  shares and 3,787,292  shares of our common
stock for  compensation  earned under  employment  agreements for the nine month
periods ending September 30, 2009 and 2008, respectively.

We have no off-balance sheet arrangements at September 30, 2009.

Results of Operations

Total product sales for the nine month period ended September 30, 2009 increased
24% to  $460,000  compared to  $371,000  for the same period in 2008.  Our major
customers  continue  to be  repeat  purchasers.  In  2009,  we had  three  major
customers accounting for 50% of our sales. In 2008, we had three major customers
account for 42% of our sales.  The increase in sales was due  primarily to sales
to new customers,  as a result of greater awareness of the uses of cyclodextrins
created in part by our  association  with the use of Trappsol HPB to  ameliorate
the symptoms of Nemann-Pick type C (childhood Alzheimer's) in a current clinical
trial.  Also during  2009,  we have  experienced  increased  sales in  complexes
(mixtures of cyclodextrins and testing material). The timing of when we receive,
supply and ship complexes or large periodic  orders has a significant  effect on
our quarterly and year to date sales and operating results.

Our cost of products  sold  (excluding  any  allocation  of direct and  indirect
overhead and handling  costs) for the nine month period ended 2009 decreased 11%
to $72,000  from  $81,000 for the same period in 2008.  For the  majority of our
larger sales in 2009,  which have been  complexes  and Trappsol HPB, our cost of
products sold  (excluding  any  allocation  of direct and indirect  overhead and
handling  costs)  is  lower as a  percentage  of sales  than  many of our  other
products.  We have also realized  approximately  50% lower cost of products sold
(excluding any allocation of direct and indirect overhead and handling costs) by
using a new supplier  compared  with 2008.  Historically,  changes in both sales
volume and  product  mix has a  significant  effect on our cost of sales and our
margins. Our margins vary significantly among our products.  Our margins for the
same product also vary based on quantity  sold.  Our increased  inventory of our
more popular  products  provides some delay from increasing  costs of materials.
The timing of when we  receive,  supply  and ship  complexes  or large  periodic
orders  has a  significant  effect  on our  quarterly  and year to date  cost of
products sold  (excluding  any  allocation  of direct and indirect  overhead and
handling costs)

Our  sales  are  comprised  mostly  of bulk  sales of  cyclodextrins  in  larger
quantities.   Since  we  purchase  most  of  our  bulk  products  from  overseas
manufacturers,  the fluctuation in foreign  currency  exchange rates to the U.S.
dollar  will  continue  to  unpredictably  affect  our  cost  of  products  sold
(excluding  any allocation of direct and indirect  overhead and handling  costs)
and  inventory  costs.  The currency  exchange  rate affects our import  freight
expenses as well.  Our fine  chemical  products  are  historically  manufactured
overseas as well and because they are higher cost inventory  items, the currency
exchange rate fluctuations cause significant volatility in cost of products sold
(excluding  any allocation of direct and indirect  overhead and handling  costs)
and  inventory  costs also even  though we do not sell fine  chemicals  in large
quantities.  In the last two years we have seen a reduction in the sales of fine
chemicals (cyclodextrin derivatives). We have been able to shift the manufacture
of a greater percentage of our  Aquaplex(R)(chemicals  complexed with CD's) fine
chemical product line to the U.S. and thereby reduce the effect of currency rate
fluctuations while reducing as well our product cost per gram. It is unlikely we
will see future major cost reducing  opportunities in the short term. This lower
cost supplier of fine chemicals  allows us to temporarily  offset normal product
cost increases and hold the line on an even greater rate of decline in our gross
profit  margins for the short term;  however  since we are not able to raise our
sale prices  sufficient  to match  product cost  increases,  we expect a gradual
increase in the future cost of products sold (excluding any allocation of direct
and indirect overhead and handling costs).



<PAGE>

Personnel costs remain unchanged at $114,000 for the three months ended June 30,
2009,  and for same  period  in 2008.  Personnel  costs  have  increased  11% to
$306,000 for the nine months ended  September  30, 2009,  from $276,000 for same
period in 2008. This increase is due primarily to raises for existing  personnel
and reduction in personnel costs capitalized as facility improvements.

Professional  fees increased 31% to $17,000 for the three months ended September
30, 2009 compared to $13,000 for the same period in 2008. Professional fees were
$74,000  and  $71,000  for the nine  months  ended  September  30,2009 and 2008,
respectively.  These  increases are due primarily to creating a new  subsidiary,
amending  employment  agreements and annual increases in auditing and accounting
expenses.

Office and other expenses decreased slightly from $8,000 to $7,000 for the three
months  ended  September  30,  2009,and  2008,  respectively.  Office  and other
expenses  decreased  slightly  from $25,000 to $21,000 for the nine months ended
September 30, 2009,and 2008,  respectively.  Most of our office related expenses
do not vary significantly from quarter to quarter. Amortization and depreciation
were  comparable  at $5,000 for the three  months ended  September  30, 2009 and
2008,  respectively.  Amortization  and  depreciation  decreased  slightly  from
$18,000 to $15,000  for the nine  months  ended  September  30,  2009,and  2008,
respectively.  We expect  depreciation to increase somewhat in future periods as
the result of our office renovations, improvements and additions.

Freight and shipping  decreased to $3,000 from $7,000 for the three months ended
September  30, 2009 and 2008,  respectively.  Freight and shipping  decreased to
$6,000  to  $12,000  for the nine  months  ended  September  30,  2009 and 2008,
respectively.  Freight and shipping  costs are  dependent on supplier  location,
frequency  of ordering  products for  inventory  and  frequency of sales.  These
decreases are  primarily due to changing our supplier of complexes  from Hungary
to a U.S. supplier, reducing our freight and shipping costs. We also continue to
experience  some  volatility  in freight  and  shipping  costs due to changes in
energy costs.

Investment  and other income  decreased 78% to $3,000 from $11,000 for the three
months ended  September 30, 2009 and 2008,  respectively.  Investment  and other
income  decreased 88% to $3,000 from $25,000 for the nine months ended September
30, 2009 and 2008,  respectively.  The decreases are due to less  consulting and
other income and lower interest rates on invested cash balances in 2009.

We realized net taxable income for the three months ended September 30, 2009 and
a net tax loss for the nine month  periods  ended  September  30, 2009.  For the
three  months ended  September  30, 2009,  we  recognized  income tax expense of
$9,000,  recognized a benefit of our net operating loss  carryforward of $9,000,
which reduced our deferred tax asset valuation allowance by $9,000. For the nine
months ended  September 30, 2009 we recorded an income tax benefit of $9,000 and
also increased our deferred tax asset valuation allowance for $9,000.

We recognized a $1,000  income tax expense for the three months ended  September
30, 2008.  We  recognized  a $16,000  income tax benefit on our  additional  net
operating loss for the nine months ended  September 30, 2008. For the year ended
December  31,  2008,  we  recorded a  $200,000  valuation  allowance  on our net
deferred tax asset.
..
We recognized net income before income taxes of $33,000 and $3,000 for the three
month periods ending September 30, 2009 and 2008, respectively.  We recognized a
net loss of ($31,000) and ($91,000) for the nine month periods ending  September
30, 2009 and 2008, respectively.

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  cyclodextrins  in  herbal  medicines,  waste-water
remediation,  pharmaceuticals,  and foods.  We also  intend to pursue  exclusive
relationships with major cyclodextrin manufacturer(s) and specialty cyclodextrin
labs to distribute their products.  We continue to be the exclusive  distributor
in North America of the cyclodextrin  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 intends
to apply  greater  human  resources to the updating and  maintaining  of its web
site.  This valuable 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 the maintenance and growth of
our web site will return that investment many times.


<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

<PAGE>

Items 4 and 4T. Controls and Procedures.

a. Management's quarterly report on internal control over financial reporting.

1. Our management is  responsible  for  establishing  and  maintaining  adequate
internal  control over  financial  reporting as defined in Rules  13a-15(f)  and
15d-15(f) under the Securities  Exchange Act of 1934. Our internal  control over
financial  reporting is a process designed to provide reasonable  assurance that
assets  are  safeguarded  against  loss from  unauthorized  use or  disposition,
transactions   are   executed  in   accordance   with   appropriate   management
authorization  and  accounting  records  are  reliable  for the  preparation  of
financial   statements  in  accordance   with  generally   accepted   accounting
principles.

2. Internal  control  over  financial  reporting  is a process  tailored to the
Company's unique circumstances,  designed under the supervision of the Company's
Chief Executive and Chief Operating Officer, and effected by the Company's Board
of Directors, its consultants and other personnel, taking into account the small
size of the  Company,  small  number of  employees  and others  involved  in the
Company's finances.  The process uses a system of checks and balances to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles  and  includes  those  policies  and
procedures that:

- pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the Company's assets and the
review  of those  transactions  and  dispositions  by the  Company's  compliance
officer;-  provide  reasonable  assurance  that  transactions  are  recorded  as
necessary to permit  preparation  of financial  statements  in  accordance  with
generally accepted  accounting  principles,  and that the Company's receipts and
expenditures are being made only in accordance with authorizations of management
or the Company's Board of Directors; and

- provide  reasonable  assurance  regarding  prevention  or timely  detection of
unauthorized acquisition,  use or disposition of the Company's assets that could
have a material adverse effect on the Company's financial statements.

3. As required by Rule  13a-15(b)  and  15(d)-15(e)  under the Exchange Act, our
Chief Executive Officer who is also our Principal Accounting Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report.  The
Company's  Chief  Executive  Officer has concluded  that the Company's  internal
control over financial reporting, as of September 30, 2009 was effective.

4. This quarterly report does not include an attestation report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this quarterly report.

b.  Changes in internal  controls.

The Company made no changes in its internal  control  over  financial  reporting
that occurred  during the  Company's  third fiscal  quarter that has  materially
affected,  or which is  reasonably  likely to  materially  affect the  Company's
internal control over financial reporting.

<PAGE>

                           Part II. OTHER INFORMATION

Item 1.  Legal Proceedings.

NONE

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

On  October  6, 2009,  The  Company  issued  1,400,000  of its common  shares in
exchange for 100,000 common shares of its wholly owned subsidiary, Vistra Growth
Partners,

Item 3.  Defaults Upon Senior Securities.

NONE

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

NONE

Item 5.  Other Information.

NONE


<PAGE>

Item 6.  Exhibits.

     (2)  Plan of purchase, sale, reorganization, arrangement,
          liquidation or succession                                       None

     (3)  Articles of Incorporation and By-Laws

          (i)   Articles of Incorporation filed August 9, 1990               *

          (ii)  By-Laws                                                      *

          (iii) Certificates of Amendment to the Articles of
                Incorporation  filed November 18, 1993 and
                September 24, 1993                                           *

     (4)  Instruments  defining  the  rights  of  security  holders,
          including indentures

          (a)  Specimen Share Certificate for Common Stock.                  *

     (10) Material contracts

          (10.1) Agreement of Shareholders  dated November 11, 1993
                 by and among C.E. Rick Strattan, Garrison Enterprises,
                 Inc. and the Company.                                       *

          (10.2) Lease Agreement dated July 7, 1994.                        **

          (10.3) Consulting  Agreement  dated July 29, 1994 between
                 the Company and Yellen Associates.                          *

          (10.4) License  Agreement  dated December 20, 1994 between
                 the Company and Herbe Wirkstoffe GmbH.                      *

          (10.5) Joint Venture  Agreement  between the Company and
                 Ocumed,  Inc. dated May 1, 1995,  incorporated  by
                 reference  to the  Company's Form 10-QSB for the
                 quarter ended September 30, 1995.                          **

          (10.6) Extension of Agreement between the Company and
                 Herbe Wirkstoffe GmbH.                                    ***

<PAGE>

          (10.7) Lease Extension                                             +

          (10.8) Loan Agreement with John Lindsay                            +

          (10.9) Small Potatoes Contract                                     +

         (10.10) Employment  Agreement  with C.E.  Rick Strattan
                 dated May 30, 2001                                         ++

         (10.11) Employment  Agreement of C.E. Rick Strattan
                 dated October 14, 2003                                    +++

         (10.12) Employment  Agreement  of George L. Fails
                 dated  October 14, 2003                                  ****

         (10.13) Addendum to Share Exchange Agreement with Eline
                 Entertainment Group                                      ++++

         (10.14) Share Exchange Agreement with Eline Entertainment
                 Groups                                                  +++++

     (11) Statement re: computation of per share earnings            Note 2 to
                                                                     Financial
                                                                    Statements

     (15) Letter on unaudited interim financial information               ****

     (18) Letter on change in accounting principles                       None

     (19) Reports furnished to security holders                           None

     (20) Other documents or statements to security holders or any
          document incorporated by reference                              None

     (22) Published  report regarding matters submitted to vote of
          security  holders                                               None

     (23) Consents of experts and counsel                                 None

     (24) Power of Attorney                                               None

<PAGE>

     (31) Rule 13a-14(a)/15d-14a(a) Certifications                        ****

     (32) Section 1350 Certifications                                     ****

     (99) Additional exhibits                                             None

     (100)XBRL-Related Documents                                          None

*    Incorporated  by  reference  to the  Company's  Form  10-SB  filed with the
     Securities and Exchange Commission on February 1, 1994.

**   Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on March 29, 1997.

***  Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on March 28, 2000.

**** Filed herewith.

+    Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on April 2, 2001.

++   Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on April 1, 2002.

+++  Incorporated by reference to Form S-8 filed December 1, 2003.

++++ Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on September 21, 2005.

+++++Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on August 15, 2005.

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                             CTD HOLDINGS, INC.



Date: November 13, 2009                   /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan
                                             Chief Executive Officer
                                             Chief Financial Officer