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: March 31, 2010.

____  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 May 3, 2010,  the Company had  outstanding  33,410,295 shares of its
common stock.

<PAGE>


PART I. Financial Information
Item 1. Financial Statements.

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET


                                     ASSETS

                                     March 31, 2010          December 31, 2009
                                                   (Unaudited)
CURRENT ASSETS
 Cash and cash equivalents              $   251,921                $   338,872
 Accounts receivable                         74,350                     40,425
 Inventory                                  181,291                    185,262
 Other current assets                         2,500                        -
                                      -------------              -------------
     Total current assets                   510,062                    564,559
                                      -------------              -------------
PROPERTY AND EQUIPMENT, NET                 547,590                    466,537
                                      -------------              -------------
OTHER
 Note Receivable                              9,894                      9,894
 Shareholder loan                             1,470                        469
 Deferred tax asset                         250,000                    250,000
 Intangibles, net of accumulated amortization
  Of $6,250 and $6,000, respectively          3,750                      4,000
                                      -------------              -------------
     Total other assets                     265,114                    264,363
                                      -------------              -------------
TOTAL ASSETS                             $1,322,766                $ 1,295,459
                                      =============             ===============


(Continued)

                                     F-1

<PAGE>


                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                      March 31, 2010       December 31, 2009
                                            (Unaudited)
CURRENT LIABILITIES
 Accounts payable and accrued expenses        $    65,281           $    27,676
                                          --------------           -------------
                Total current liabilities          65,281                27,676
                                          --------------           -------------

LONG-TERM LIABILITIES
   Accrued stock compensation                       -                    66,000
                                          --------------           -------------

STOCKHOLDERS' EQUITY
Common stock, par value $.0001 per share,
100,000,000 shares authorized, 33,451,144 and
31,103,822 shares issued and outstanding,
respectively                                        3,345                 3,110
 Preferred stock, par value $.0001 per share,
  5,000,000 shares authorized; Series A, 1 share
  issued and outstanding                               -                    -
 Series D, -0- shares issued or outstanding            -                    -
 Additional paid-in capital                     3,630,415             3,483,427
 Accumulated deficit                           (2,367,047)           (2,275,526)
 Treasure stock, at cost  162,780 shares           (9,228)               (9,228)
                                             -------------         -------------
     Total stockholders' equity                 1,257,485             1,201,783
                                             -------------         -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  1,322,766          $  1,295,459
                                              ============         =============


See accompanying Notes to Financial Statements.

                                     F-2

<PAGE>


                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                   Three Months Ended
                                       March 31,
                               -----------------------
                                    2010        2009
                               -----------  ----------

PRODUCT SALES                   $  169,524   $  120,496
                               -----------  ----------

EXPENSES
 Personnel                          83,298      99,827
 Cost of products sold
 (exclusive of
 depreciation and
 amortization, shown
 separately below)                  24,985       16,124
 Consulting stock expense           66,000            -
 Professional fees                  65,716       44,489
 Office and other                   19,130        7,204
 Amortization and
 Depreciation                        5,274        5,081
 Freight and shipping                4,824        2,152
                                -----------   ----------
                                   269,227      174,877
                                -----------   ----------

Operating loss                     (99,703)     (54,381)
                                -----------  ----------

OTHER INCOME (EXPENSE)
 Investment and other
 income                              8,182        1,424
                                ----------- -----------
        Total other income           8,182        1,424
                                ----------- -----------

NET LOSS BEFORE
 INCOME TAXES                      (91,521)     (52,957)

 Income Taxes                          -              -
                                -----------  ----------
NET LOSS                          $(91,521)    $(52,957)
                                =========== ===========

NET LOSS PER COMMON
 SHARE                           $    (.00)   $    (.00)
                                =========== ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING      33,344,745   27,386,188
                                =========== ===========

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)

                                            Three Months Ended
                                                 March 31,
                                            ----------------------
                                                  2010            2009
                                              -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES
                               Net loss        $ (91,521)        $ (52,957)
                                               -----------     -----------
 Adjustments to reconcile net loss
 to net cash provided by operating activities:

   Depreciation and amortization                   5,274            5,081
   Stock compensation to employees                15,223           54,363
   Stock compensation to consultant               66,000               -
   Increase or decrease in:
   Accounts receivable                           (33,925)         (14,801)
   Inventory                                       3,971              164
   Other current assets                           (2,500)              -
   Accounts payable and accrued expenses          37,605           14,162
                                              -----------     -----------
        Total adjustments                         91,648           58,969

                                              -----------     -----------
    NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                      127            6,012
                                              -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements (86,077)         (22,237)
 Loan to Shareholder                              (1,001)             -
                                               -----------     ----------
    NET CASH USED FOR INVESTING                  (87,078)         (22,237)
    ACTIVITIES                                -----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on received stockholder loan                 -               179
                                              -----------       ----------
NET CASH PROVIDED BY
   FINANCING ACTIVITIES                               -               179
                                              -----------       ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS      (86,951)         (16,046)

CASH AND CASH EQUIVALENTS, beginning of period   338,872          276,669
                                             ------------      -----------
CASH AND CASH EQUIVALENTS, end of period       $ 251,921       $  260,623
                                             ============      ===========

                                       F-4

<PAGE>


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

                                                            Three Months Ended
                                                                March 31,
                                                            ------------------
                                                         2010          2009
                                                     ------------  ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                              $         -    $        -
                                                     ===========   ============

Cash paid for income taxes                          $         -    $        -
                                                     ===========   ============


See Accompanying Notes to Financial Statements.


                                      F-5

<PAGE>

                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2010
                                   (Unaudited)


The information  presented  herein as of March 31, 2010 and for the three months
ended March 31, 2010 and 2009, is unaudited.

(1) BASIS OF PRESENTATION:

The accompanying  consolidated  financial statements include CTD Holdings,  Inc.
and its subsidiaries.

The  accompanying  consolidated  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 month  period  ended  March 31,  2010,  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2010. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report of Form
10-K for the year ended December 31, 2009.


(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.  For stock awarded
under  employment  agreements (see Note 5), the monthly stock awarded is treated
as issued on the 15th day of each month  earned for  purposes of  computing  the
weighted average outstanding shares.

<PAGE>

(3) INCOME TAXES

For 2010, the Company  reported a net loss and also realized a net operating tax
loss for the three  months  ended  March 31,  2010.  The Company  increased  the
valuation  allowance of its deferred tax asset by  approximately  $2,000 and did
not record a increase in its deferred  tax asset or an income tax benefit  based
on management's  expectation of future taxable income may not exceed its current
deferred tax asset.

For 2009, the Company  reported a net loss and also realized a net operating tax
loss for the three  months  ended  March 31,  2009.  The Company  increased  the
valuation  allowance of its deferred tax asset by  approximately  $8,000 and did
not record an increase in its deferred tax asset or an income tax benefit  based
on  management's  expectation  of future  taxable income that may not exceed its
current deferred tax asset.

(4) CONCENTRATIONS

Sales to two major  customers were 44% of total sales for the three months ended
March 31, 2010.  Sales to three major  customers were 60% of total sales for the
three months ended March 31, 2009.

Substantially all 2010 and 2009 inventory purchases were from three vendors.

The Company has two sources for  Aquaplex  inventory.  However,  the Company has
manufactured these products in the past and will do so again with the completion
of its spray drying  facility in 2010.  There are multiple  sources for Trappsol
inventory products.

(5) COMMITMENTS AND CONTINGENCIES

For 2010,  the Company has employment  agreements  with three officers for total
monthly salaries of $26,000, including stock compensation. Beginning February 1,
2010,  one officer is awarded  shares of common stock each month.  The number of
shares due is equal to $5,500  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. For the three months ended March 31, 2010,  the Company  awarded
147,322  shares and  recognized  an expense of $15,223 for stock  awarded  under
these agreements.

<PAGE>

The Company had employment  agreements  with two officers  through June 30, 2009
for total monthly  salaries of $10,000.  In addition,  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.  For the period July 1, 2009  through  December 31,
2009,  the officers  received  total  monthly  salaries of $16,000 and no common
stock awards.  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.  For the three  months ended March 31,
2009, the Company awarded  1,687,500 shares and recognized an expense of $54,363
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 in 2009. The shares
were not cancelled as of March 31, 2010.


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 provide our customers with
the  most  current  knowledge  of the  properties  and  potential  new  uses  of
cyclodextrins and cyclodextrin complexes.

<PAGE>

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.

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 one more than 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.


Liquidity and Capital Resources

Our cash decreased to $252,000 as of March 31, 2010,  compared to $339,000 as of
December 31, 2009.  The decrease for the three months ended March 31, 2010,  was
due  primarily  to  capital   additions   including  a  $70,000   deposit  on  a
combustor/atomizer  system and $14,000 in related equipment for our spray drying
facility,  in excess of cash flow from  operations.  As of March 31,  2010,  our
working capital was $445,000 compared to $537,000 at December 31, 2009. Our cash
flows from  operations  for the first three months of 2010 was $100  compared to
$6,000 for the same period in 2009.  This  decrease was due  primarily to timing
differences in accounts receivable and accounts payable.

We believe our remaining  working capital is sufficient to run our operations at
current  levels.  We are seeking  debt  financing  to complete  the spray drying
facility.  Current working capital is sufficient to maintain  historical product
processing, but we may require additional working capital to increase the volume
and size of future product processing.

<PAGE>

We continue to maintain  inventory levels  sufficient for two years of sales for
our two most  profitable  bulk  products,  THPB and  TRMB-P.  We  increased  our
inventory  of these two  products  two years ago 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.  Our  current  inventory  of these two  product
represents  approximately  two  years of our  historical  sales  volume of these
products.

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 continue  to increase  revenues to offset
these new expenses,  but cannot be sure that such trends can be sustained in the
short term.

Beginning in 2003, we began improvements and renovations of our corporate office
and have invested  $170,000 through  December 31, 2009.  During the three months
ended March 31, 2010, we capitalized  $14,000 of equipment for our new spray dry
facility. We also ordered a spray dray system with a total cost of $175,000, and
paid a $70,000 deposit.  In conjunction with the spray dry system,  we expect to
start  construction  of  a  c-GMP  plant  approved  to  produce   pharmaceutical
ingredients  suitable for parenteral use by the end of 2010. We expect the total
cost to be $500,000, and we are currently seeking financing,  although there are
no assurances we will obtain financing for all or part of this facility.

During  2009,  we  hired  a  consultant  to  perform  certain  public  relations
activities  through  April 1, 2010,  for 2,200,000  shares of restricted  common
stock,  which were  issued in 2010.  We  recorded  an expense of $66,000 for the
three months ended March 31, 2010.

We have no off-balance sheet arrangements at March 31, 2010.

<PAGE>

Results of Operations

Total product  sales for the three months ended March 31, 2010  increased 41% to
$170,000 compared to $120,000 for the same period in 2009.  Our major  customers
continue  to be  repeat  purchasers.  In 2010,  we had  two  major  customers
accounting for 44% of our sales.  In 2009, we had  three  major  customers
accounting for 60% 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 2010 to date  increased  55% to $25,000 from
$16,000 for the same period in 2009.  Our cost of products sold  (excluding  any
allocation of direct and indirect  overhead and handling  costs) as a percentage
of sales was 15% and 13% for the three  months  ended  March 31,  2010 and 2009,
respectively.  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)

As we buy some of our inventory from foreign suppliers,  the change in the value
of the U.S.  dollar in relation to the Euro and other  foreign  currencies  does
have an affect on our cost of inventory, and will continue to do so. We buy most
of our products  from outside the U.S.  denominated  in U.S.  dollars.  Our main
supplier of fine  chemicals and complexes is located in Hungary  denominated  in
Euros.  The cost of our bulk  inventory has also increased due to the decline of
the U.S. dollar. These products represent a significant portion of our revenues.
When we  experience  short-term  increases in currency  fluctuation  or supplier
price  increases,  we are  often not able to raise our  prices  sufficiently  to
maintain our historical  margins and  therefore,  our margins on these sales may
decline.

<PAGE>

Three months ended March 31, 2010 compared to three months ended March 31, 2009

Consulting  stock  expense  increased  to $66,000  in 2010 from $0 for 2009.  In
October  2009,  we  hired a  consultant  to  perform  certain  public  relations
activities  through  April 1, 2010,  for 2,200,000  shares of restricted  common
stock.

Personnel  costs decreased 17% to $83,000 for 2010, from $100,000 for 2009. This
decrease  is due  primarily  to the  temporary  loss of an  employee to required
military  service in 2010.  In 2010,  we hired an  executive  to head-up the new
division that will be  responsible  for the Aquaplex  products and the new spray
drying operation; we expect personnel expenses to increase.

Professional  fees  increased  32% to $66,000  for 2010  compared to $44,000 for
2009. This increase is primarily due to auditing and accounting expenses related
to our ViStra Growth Properties subsidiary in 2009.

Office and other  expenses  increased  35% to $19,000  for the 2010  compared to
$7,000 for 2009.  This increase was due primarily to repairs and  maintenance of
the part of our facility that will house the spray drying operation. Most of our
office related expenses do not vary significantly from quarter to quarter.

Amortization  and  depreciation  were  comparable  at $5,000  for 2010 and 2009,
respectively. We expect depreciation to increase in future periods as the result
of our the spray drying  facility  and related  equipment,  office  renovations,
improvements and additions.

Freight and shipping  increased to $5,000 for 2010  compared to $2,000 for 2009.
Freight  and  shipping is  dependent  on  frequency  of  ordering  products  for
inventory and frequency of sales. We have also experienced volatility in overall
shipping  costs due to changes in related  energy  costs and overall  demand for
shipping  services.  Investment  and other income  increased to $8,000 for 2010,
from $1,000 for 2009.  This  increase was due  primarily  to  increased  freight
revenues from customers in 2010.

We  realized  a net tax loss for the three  months  ended  March 31,  2010,  and
recorded an increase in our valuation allowance for the increase in our deferred
tax asset of approximately $2,000.

We also  realized a net tax loss for the three months ended March 31, 2009,  and
recorded an increase in our valuation allowance for the increase in our deferred
tax asset of approximately $8,000.

We  recognized a net loss of $(92,000) and ($53,000) for the three month periods
ending March 31, 2009 and 2008, respectively.

<PAGE>

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.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.


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.

<PAGE>

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.                                    ***



          (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



     (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.



                                   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: May _____, 2010                       /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan
                                             Chief Executive Officer
                                             Chief Financial Officer