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

                                  Form 10-K

(Mark One)

(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934

                   For the fiscal year ended December 31, 2009

( ) 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 of               (I.R.S. Employer
     incorporation or organization)              Identification No.)

                  27317 N. W. 78th Avenue, High Springs, FL 32643
                (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code: (386) 454-0887

Securities registered under Section 12(b) of the Exchange Act:

         Title of each class          Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

                              Class A Common Stock
                                (Title of class)

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act. Yes (_) No (X)

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes (_) No (X)

     Note - Checking the box above will not relieve any  registrant  required to
file  reports  pursuant  to Section 13 or 15(d) of the  Exchange  Act from their
obligations under those Sections.

<page>

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No (_)

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. (_)

     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 (Do not check if a smaller reporting company) (_)
     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 (_) No (X)

     State issuer's revenues for its most recent fiscal year: $623,874

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was last sold, or the average bid and asked price of such common  equity,
as of the last business day of the registrant's  most recently  completed second
fiscal quarter: $606,167 based on a $.07 EOD, June 30, 2009, closing price.

     Note:  If  determining  whether a person is an  affiliate  will  involve an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common equity, as of the latest  practicable date:  33,410,295 shares
of Common Stock as of February 28, 2010.

<PAGE>
PART I

Item 1.  Business.

     CTD Holdings,  Inc.  ("We" "Our" "Us" or "the  Company") was organized as a
Florida  corporation on August 9, 1990, with operations  beginning in July 1992.
We sell  cyclodextrins  ("Cyclodextrins"  or "CDs") and related  products to the
food,  pharmaceutical and other industries.  We also provide consulting services
in the area of commercialization of CD applications.

CDs
     Cyclodextrins  are  molecules  that bring  together  oil and water and have
potential applications anywhere oil and water must be used together.  Successful
applications have been made in the areas of agriculture,  analytical  chemistry,
biotechnology,  cosmetics, diagnostics, electronics, foodstuffs, pharmaceuticals
and toxic waste  treatment.  Stabilization of food flavors and fragrances is the
largest current  worldwide  market for CD  applications.  The Company and others
have  developed  CD-based  applications  in  stabilization  of flavors  for food
products; elimination of undesirable tastes and odors; preparation of antifungal
complexes  for foods  and  toiletries;  stabilization  of  fragrances  and dyes;
reduction of foaming in foods; cosmetics and toiletries;  and the improvement of
quality, stability and storability of foods.

     CDs can improve the solubility and stability of a wide range of drugs. Many
promising drug compounds are unusable or have serious side effects  because they
are either too unstable or too insoluble in water.  Strategies for administering
currently  approved  compounds  involve  injection of formulations  requiring pH
adjustment and/or the use of organic solvents. The result is frequently painful,
irritating,  or damaging. These side effects can be ameliorated by CDs. CDs also
have many potential uses in drug delivery for topical  applications  to the eyes
and skin.

     We  believe  the  application  of CDs in both  OTC and  ethical  ophthalmic
products  provides  the  greatest  opportunity  for the  successful  and  timely
introduction of CD containing preparations for topical drug use.

     We  provide  consulting  services  for the  commercial  development  of new
products  containing  CDs.  Our  revenues  are  derived  from  consulting,   the
distribution of CDs, the  manufacturing  of selected CD complexes,  and sales of
our own manufactured and licensed products containing CDs.

<PAGE>

CD Product Background

     CDs are donut shaped circles of glucose (sugar)  molecules.  CDs are formed
naturally by the action of bacterial enzymes on starch.  They were first noticed
and  isolated in 1891 by a French  scientist,  Villiers,  as he studied  rotting
potatoes.  The bacterial  enzyme  naturally  creates a mixture of at least three
different  CDs depending on how many glucose units are included in the molecular
circle; six glucose units yield Alpha CD ("ACD");  seven units, beta CD ("BCD");
eight units, gamma CD ("GCD").  The more glucose units in the circle, the bigger
the circle,  or donut. The inside of this "donut" provides an excellent  resting
place for  "oily"  molecules  while the  outside  of the donut is  significantly
compatible with water enabling clear stable solutions of CDs to exist in aqueous
environments  even when an "oily" molecule is carried within the donut hole. The
net result is a molecular carrier that comes in small,  medium,  and large sizes
with the ability to transport and deliver  "oily"  materials  using water as the
primary vehicle.

     CDs are manufactured in large quantities by mixing appropriate enzymes with
starch solutions,  thereby reproducing the natural process. ACD, BCD and GCD can
be manufactured  by an entirely  natural process and therefore are considered to
be natural products.  Additional  processing is required to isolate and separate
the CDs. The purified ACD, BCD, and GCD are referred to  collectively as natural
CDs (NCDs).

     The chemical groups on each glucose unit in a CD molecule  provide chemists
with ways to modify  the  properties  of the CDs,  i.e.  to make them more water
soluble or less  water  soluble,  thereby  making  them  better  carriers  for a
specific chemical. The CDs that result from chemical modifications are no longer
considered  "natural" and are referred to as chemically  modified CDs ("CMCDs").
Since  the  property  modifications  achieved  are  often so  advantageous  to a
specific  application,  the Company  does not believe the loss of the  "natural"
product  categorization  will  prevent  its  ultimate  commercial  use. It does,
however, create a greater regulatory burden.

     Our  strategy  is to sell  Trappsol(R)  CDs and CD  derivatives  to the R&D
market  and  to  introduce  Aquaplex  (R)  complexes  of  active  pharmaceutical
ingredients with little or no regulatory burden in order to minimize the product
development  expenses  and create  profitable  revenue  for the  Company and its
customers/clients.

     We  currently  sell our products  for use in the  pharmaceutical,  food and
industrial chemical industries, as well as R&D chemical supply.

<PAGE>

CD Market

     The food additive industry has been  experimenting with CDs for many years.
Now that commercial  supply of Trappsol(R) and Aquaplex(R) can be assured and in
many cases regulatory approval has been obtained,  the Company believes the food
additive industry world-wide will continue to increase its use of CDs.

     CDs have  been  used in a  variety  of food  products  in Japan for over 25
years. In 1999 the economic impact of CD's on the Japanese  economy was reported
to be $2.6 billion.  Within the last 10 years, many more European countries have
approved the use of CDs in food  products.  In the United  States,  major starch
companies  are renewing  their  earlier  interest in CDs as food  additives.  We
believe that natural CDs have been confirmed to be generally as safe.  Moreover,
recent  approvals  by the  Food  and  Drug  Administration  (FDA)  suggest  that
regulatory  approval  for new  products  may be  easier in the  future.  In 2001
Janssen  Pharmaceutica,  now a  subsidiary  of Johnson & Johnson,  received  FDA
approval to market Sporanox(R) antifungal which contained  hydroxypropyl BCD. In
2008,  Trappsol(R)  HPB was used in an FDA approved  compassionate  use clinical
trial.  This led to a new  product in the  Company's  Trappsol(R)  product  line
called Cyclo(TM).  As of March 2010, Cyclo(TM) was expecting to receive approval
within 60 days to be designated an orphan drug.

     Applications  of CDs in  personal  products  and for  industrial  uses have
appeared in many patents and patent  applications.  Procter & Gamble uses CDs in
Bounce(R), a popular fabric softener and Febreze(R). Avon uses CDs in its dermal
preparations  using its Age Protective System APS(R).  The prices of the natural
CDs have decreased enough so that these materials will be used much more widely.

     In Japan at least twelve pharmaceutical preparations are now marketed which
contain  CDs.  The CDs permit the use of all routes of  administration.  Ease of
delivery and improved bioavailability of such well-known drugs as nitroglycerin,
dexamethasone,  PGE(1&2),  and cephalosporin permit these "old" drugs to command
new market share and sometimes new patent lives. Because of the value added, the
dollar  value  of the  worldwide  market  for  products  containing  CDs and for
complexes of CDs can be 100 times that of the CD itself.

<PAGE>

CD Products

     Our CD products include Trappsol(R), Aquaplex(R), and AP(TM)-Flavor product
lines.  The  Trappsol  product  line  consists of  approximately  200  different
varieties of CDs and the Aquaplex  product line  includes more than 60 different
complexes of active  ingredients with various CDs. The Company has protected its
service and trade marks by registering  them with the U.S.  Patent and Trademark
Office. The following  trademarks have been approved and are in use: Trappsol(R)
and Aquaplex(R).  The Company is considering  registering the mark "cyclo" based
on its  availability.  These IP properties add to the intangible  asset value of
the Company since 2000. Our website at http://www.cyclodex.com, a major tangible
asset, has grown to be a leading cyclodextrin information site on the Internet.

     CTD purchases CD's from commercial manufacturers around the world including
Wacker  Biosolutions  - Adrian MI and Mitsubishi - Tokyo,  Japan.  At the end of
2002,  CTD became the exclusive  distributor in North America of the CD products
manufactured  by Cyclolab  R&D Labs in Budapest,  Hungary.  The Company does not
manufacture cyclodextrins.

     We have  introduced  many new  products  into our basic  line of CDs and CD
complexes--liquid  preparations of CDs; relatively  unprocessed,  less expensive
mixtures of the natural CDs; naturally modified CDs (glucosyl and maltosyl); and
finally,  excess  production  of  custom  complexes  when  those  items  are not
proprietary or restricted by the customer.

Business Strategy

     Our  strategy  has been  and will  continue  to be to  generate  profitable
revenue through sales of CD related products.  However, we believe the strategic
decision  made in 2009 to  vertically  integrate by becoming a  manufacturer  of
spray-dried  Aquaplex(R)  products  could  substantially  increase the Company's
income.
     From  inception  through the current year,  sales of CDs and CD derivatives
have been  sufficient  to provide the  necessary  operational  profitability  to
sustain the Company.  Since these  materials  were simply  purchased and resold,
they had the least value-added attributes.

<PAGE>

     Presently,  sales of CD  complexes  represent a majority  of the  Company's
product sales revenues.  Transition to the more value-added  complexes continues
and is  desirable  for  increased  profitability  since  higher  margins  can be
maintained for these  products.  We have  increased our list of major  customers
from 3 to 4 thereby continuing to reduce our dependency on sales to a very small
core of repeat purchases.

     We  intend  to  increase  our  business  development  efforts  in the  food
additive,  pharmaceutical,  and personal products  industries,  among others, by
manufacturing  bulk Aquaplex(R)  complexes using a proprietary  Pulse Combustion
spray-drying technology.

     Business  development  on behalf of the Company's  clients will include the
following:  (i) negotiation of rights and/or licenses to CD-related  inventions;
(ii)  consultation  with  manufacturers  to establish  customized  manufacturing
specifications; (iii) patentability assessments and strategic planning of patent
activities;  (iv) trade secret strategies;  (v) regulatory  interface;  and (vi)
strategic marketing planning.

     The Company  believes its competitive  advantage lies in its experience and
know-how in the use and application of CDs; and now the  availability in bulk of
Aquaplex(R) APIs (Active  Pharmaceutical  Ingredients)  will provide the Company
with an even greater competitive advantage.

     In addition to its  licensing  efforts,  the Company  intends to coordinate
research  studies in which it will  retain a portion of the rights  created as a
result of the research work supported.

     Assuming the  availability of funds,  the Company will negotiate  licensing
rights to its own selected  inventions.  Because of its comprehensive  technical
and patent  database  for  CD-related  inventions,  the  Company  believes it is
uniquely   positioned  to  take  advantage  of  constantly   evolving  licensing
situations.

<PAGE>

Marketing Plan

     We believe  the failure of  businesses  to  exchange  information  about CD
molecules has hindered a more rapid commercialization of CDs as safe excipients.
We believe our  philosophy of  partnering  and sharing will act as a catalyst to
create momentum overcoming the inertia created by the previous  conservatism and
secrecy.  Now that we will be able to provide  bulk  quantities  of  Aquaplex(R)
products  using a  proprietary  technology,  we expect the major  pharmaceutical
companies to  aggressively  incorporate  these  Aquaplex(R)  products into their
existing  and new drug  formulations,  as a result of the  reduction  in product
development  and  clinical  trial costs  provided by the  availability  of water
soluble APIs in bulk quantities.

     Our sales have always been direct, volatile and driven by the acceptance of
CD's  as  beneficial  excipients.  Arrangements  with  large  laboratory  supply
companies and several  diagnostic  companies  have provided a strong sales base,
that continues to diversify.

     The Company has taken advantage of the propensity of researchers to use the
Internet to gather information about new products by establishing a website with
the unique and descriptive domain name "cyclodex.com".

     We  intend to work with  clients  in  European  and Asian  countries  where
current  regulatory  views include CDs as natural  products and GRAS  (Generally
Recognized as Safe) excipients  enhancing the aqueous  solubility of APIs. Along
with the new products themselves, the Company has created a licensable mark that
may be used by other  manufacturers  wishing to take  advantage  of the improved
aqueous delivery afforded by Trappsol CDs.

     We  intend to  generate  additional  revenue  through  obtaining  rights to
certain patents that we will sublicense to appropriate  organizations or that we
will use to develop our own proprietary products. Revenue would then be expected
to result from sub-licensing royalties,  sales of CD complexes to be used in the
newly developed  pharmaceuticals,  and finally from the sales of the products to
end-users.

<PAGE>
     Assuming  an  ongoing  successful  process  of  development,  approval  and
adoption  of CDs  and  CMCDs  for  pharmaceutical  applications,  the  Company's
objective is to initiate  dialogue and be well  prepared for  partnerships  with
major food  companies.  Price is a primary  concern in this  market,  but unlike
pharmaceuticals where FDA permission for clinical testing may be obtained before
actual  FDA  product   approval,   food  companies   cannot  feed   experimental
formulations to test panels of consumers until the  ingredients,  i.e., the CDs,
receive  approval  for human  consumption.  These  questions  will  initially be
explored using NCDs since commercial adoption will depend heavily upon the price
of the CD selected  and NCDs will always be the least  expensive.  The  benefits
derived  from  the  use  of  CDs  with  expensive  ingredients  (e.g.,  flavors,
fragrances)have  already become accepted  commercial uses for CMCDs  (chemically
modified CDs) and (naturally modified CD's) NMCDs.
Competition

     The Company is currently a leading consultant in determining  manufacturing
standards  and costs for CDs and CMCDs.  However,  there will  always  exist the
potential  for  competition  in this  area  since no  patent  protection  can be
comprehensive and forever exclusive.  Nevertheless, there is a perceived barrier
to entry into the CD industry because of the lack of general  experience with CD
complexation   procedures.   The  Company  has  established  a  strong  business
relationship with one of the experts in this field -- Cyclolab in Hungary -- and
has utilized the services and expertise of this laboratory. The Company believes
this relationship  provides  significant  advantages in marketing lead time, and
combined  with a strong  marketing  presence,  will  give the  Company a two- to
three-year lead time advantage over its competitors.

     In 2002 we  became  the  exclusive  North  American  distributor  of the CD
products  manufactured  by  Cyclolab.  We  intend  to form  additional  business
relationships  with  Cyclolab in Hungary by creating a  Cyclolab-USA  laboratory
facility at our research park and thereby  further  strengthen  our  competitive
advantage.  CTD  Holdings  will  continue to evaluate  opportunities  to acquire
Cyclolab going forward,  notwithstanding  our 2006 derailed  attempt to purchase
the company.  The Cyclolab acquisition failed as the result of misrepresentation
by  investors  that has  resulted in a judgment  against  those  investors.  The
Company  believes  that  its  current  effort  to  attain  c-GMP  (current  Good
Manufacturing  Practice) status for its planned (2010) spray-drying  facility at
the Research Park site will provide a significant and  long-lasting  competitive
advantage. The Company believes that Cyclolab will play an important role in the
future of Josef Szejtli Research Park at the Company's current corporate site.

<PAGE>

Government Regulation

     Under the Federal  Food,  Drug and Cosmetic Act ("Food and Drug Act"),  the
Food  and  Drug  Administration  ("FDA")  is given  comprehensive  authority  to
regulate the development,  production,  distribution,  labeling and promotion of
food and drugs. The FDA's authority  includes the regulation of the labeling and
purity of the Company's  food and drug  products.  In the event the FDA believes
any company is not in compliance with the law, the FDA can institute proceedings
to detain or seize  products,  enjoin  future  violations or assess civil and/or
criminal penalties against that Company.

     The FDA and comparable  agencies in foreign  countries  impose  substantial
requirements  upon the introduction of therapeutic drug products through lengthy
and detailed laboratory and clinical testing procedures, sampling activities and
other costly and time consuming  procedures.  The extent of potentially  adverse
government   regulations   which  might  arise  from   future   legislation   or
administrative action cannot be predicted.

     Under present FDA regulations,  FDA defines drugs as "articles intended for
use in the diagnosis,  cure,  mitigation,  treatment or prevention of disease in
man." The Company's product development strategy is to first introduce a product
that will not be regulated  by the FDA as a drug because all of its  ingredients
are natural  products or is  generally  regarded as safe (GRAS) by the FDA.  The
Company is continually  updated by counsel as to changes in FDA regulations that
might  affect the use of and claims for these  products.  There is no  assurance
that the FDA will not take the position that the Company's food and  nutritional
supplement products are subject to requirements relating to drug development and
sale.  The  effect  of  such  determination   could  be  to  limit  or  prohibit
distribution of such products.

Employees

     The Company employed five persons on a full-time basis in 2009. None of the
Company's  employees belong to a union. The Company believes  relations with its
employees are good.

Item 1A. Risk Factors.

     The loss of the unique  skills of the CEO of the Company and the  President
of the NSP  division  would  significantly  reduce  the  prospects  of a  timely
implementation of the above strategic plans. The possibility of competition from
a major manufacturer of CDs must be considered. While the fact that such has not
already  happened  significantly  reduces  the  concern,  it cannot  be  totally
dismissed.
<PAGE>

Item 2.  Properties.

     In 2000,  the  Company  bought  approximately  40 acres in western  Alachua
County,  Florida,  (the  "Property")  for a purchase price of $210,000 which was
paid for in part by a new first  mortgage of  $150,000.  The  Property  had been
developed  in part  as a  mushroom  growing  facility.  While  the  Company  has
discontinued mushroom growing operations on the Property,  the Company continues
to use the  Property as its  corporate  headquarters.  Its present  6,000 sq.ft.
facility is expected to be adequate to house the  Company's  operations  for the
foreseeable future, including the current plan to build a spray-drying facility.

     In March  2008,  the  Company  paid off the  mortgage  in the first step to
create the  research  park.  The  Property is in a region  that is  experiencing
moderate  population and development growth which has increased the market value
of the Property.  Management  believes the current limited insurance coverage is
adequate for the Property. As the additional development  continues,  management
will begin to appropriately increase the coverage.

     The Property has a 6,000 sq.ft.  facility  from which the Company  operates
its corporate offices. The anticipated  remaining useful life of the facility is
undetermined,  but in  Management's  estimate  exceeds 25 years.  The Property's
federal tax basis, rate, and method are,  respectively,  $162,000, 40 years, and
straight-line.  The realty  tax rate and annual  realty  taxes  assessed  on the
Property for the year ended  December 31, 2009,  are 22.7425 mils and $3,319,
respectively.


Item 3.  Legal Proceedings.

     On March 10, 2010, the Company was awarded a judgment in Palm Beach County,
Florida, Circuit Court Case No. 50-2007-CA-00818XXXXMB,  Div. AA, for damages in
the amount of  $151,547.80  against  Steven  Dorrough,  Jayme Dorrough and Eline
Entertainment Group (not  incorporated).  The time within which an appeal may be
filed will expire in 30 days.


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

None.

<PAGE>
Part II

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchases of Equity Securities.

     In October 1994, the Company's securities began trading on the OTC Bulletin
Board and in the over-the-counter market "pink sheets" under the symbol CTDI. In
2000,  CTDI did a 2 for 1 split of its  common  shares  from  approximately  2.3
million  to 4.6  million  issued  and  outstanding.  In  conjunction  with  that
restructuring,  we changed the name of CTDI to CTD Holdings,  Inc; CTDI was then
incorporated as a Florida  corporation  and became a wholly owned  subsidiary of
CTD Holdings,  Inc. In 2000,  CTD Holdings,  Inc.  changed its trading symbol to
CTDH.OB and  currently  trades on the OTC Bulletin  Board as CTDH.OB.  Since the
commencement of trading of the Company's securities, there has been an extremely
limited market for its  securities.  The following table sets forth high and low
bid quotations for the quarters indicated as reported by the OTC Bulletin Board.

                                    High               Low

2007          First Quarter        $ 0.05            $ 0.02
              Second Quarter       $ 0.05            $ 0.02
              Third Quarter        $ 0.04            $ 0.02
              Fourth Quarter       $ 0.05            $ 0.02

2008          First Quarter        $ 0.03            $ 0.02
              Second Quarter       $ 0.08            $ 0.03
              Third Quarter        $ 0.08            $ 0.02
              Fourth Quarter       $ 0.06            $ 0.02

2009          First Quarter        $ 0.03            $ 0.03
              Second Quarter       $ 0.07            $ 0.05
              Third Quarter        $ 0.07            $ 0.06
              Fourth Quarter       $ 0.13            $ 0.11

     Over-the-counter  market quotations reflect  inter-dealer  prices,  without
retail  mark-up,   mark-down  or  commissions  and  may  not  represent   actual
transactions.

Holders

     As of  February  27,  2009,  the  number of  holders of record of shares of
common stock,  excluding the number of beneficial  owners whose  securities  are
held in street name was approximately 70.

<PAGE>

Dividend Policy

     The Company paid no  dividends in 2009 and will not pay any cash  dividends
on its common stock in 2010 because it intends to retain its earnings to finance
the  expansion of its business.  Thereafter,  declaration  of dividends  will be
determined  by the Board of  Directors  in light of  conditions  then  existing,
including  without  limitation  the  Company's  financial   condition,   capital
requirements and business condition.

Recent Sales of Unregistered Securities

None.


Item 7. Management's Discussion and Analysis or Plan of Operation.

Introduction

     CTD Holdings,  Inc. began  operations in 1990. Our revenues are principally
derived from the resale of cyclodextrins and cyclodextrin  complexes.  Our sales
are primarily to major chemical  supply houses around the world,  pharmaceutical
companies,  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 lower supply  prices from outside
the United States,  shipping costs and unfavorable  currency  exchange rates for
our current order  quantities  are making  domestic  sources more  competitively
priced. We make patent information about CDs 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,  the timing, product mix, and volume of their orders
from  us are  unpredictable.  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 product margins. These factors contribute
to our potentially  significant  revenue  volatility from quarter to quarter and
year to year. At the end of 2008, we joined in an effort to treat a set of twins
in the US who were  diagnosed  with  Niemann  Pick C (NPC).  NPC is also  called
Childhood  Alzheimer's.  It is a fatal disease  caused by a genetic  defect that
prevents proper handling of cholesterol in the body's cells.  Treatment with our
Trappsol(R) HPB proved to provide an ameliorative  benefit and was submitted for
orphan  drug  status  in March  2010.  The sales of this  product  in the US and
internationally  contributed  significantly  to our revenues in 2009.  We expect
continued growth in the sales of this product, now called Trappsol Cyclo(TM).
<PAGE>

     In 2004, we authorized a series of "blank check" preferred stock consisting
of 5,000,000  shares and creating a series of Series A Preferred Stock. 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 vote one 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. This ensures that the votes
entitled to be cast by the holder of the Series A  Preferred  Stock are equal to
at least 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.  Effective  August 11, 2005,  C.E.  Strattan
contractually  transferred the one outstanding share of Series A Preferred Stock
to Eline  Entertainment  Group, Inc. (Eline).  The agreement with Eline provides
for  advances  to the Company of up to an  aggregate  of  $1,500,000  to acquire
Cyclolab,  at  Eline's  sole  discretion.  Eline  is an SEC pink  sheet  company
currently  not  in  reporting  compliance.  In  September  2006,  the  Company's
President, Mr. Strattan,  demanded, in accordance with the expired contract, the
return  of  the  Series  A  Preferred  Stock  in  the  form  of  a  stock  power
authorization since the physical share never left the possession of its original
owner,  Mr.  Strattan.  The demand  letter was sent to the address  given in the
contract and was never  acknowledged  nor responded to by Eline. The Company has
filed a legal  action  with  regard to its  agreement  with  Eline.  See  "Legal
Proceedings". In April 2009, the Company reached an agreement with the President
of Eline to release him and Eline from any further  litigation  in exchange  for
the  contractual  (stock  power)  return  of rights to the one share of Series A
Preferred  Stock  owned  by  Mr.  Strattan.  Litigation  against  the  remaining
defendants,  Steven Dorrough, Jayme Dorrough,  Yucatan Holding Company and Eline
Holding Group, Inc. was further  prosecuted,  resulting in a judgment (March 10,
2010) awarding CTD $150,000 for costs.

     The  Company's  Board of  Directors  had  previously  decided  to create an
additional class of preferred shares to be referred to as the Series B Preferred
Share as a protective  measure while the Series A stock  ownership was in doubt.
The Series B Preferred  Share.  The Series B Preferred  Share would  entitle the
holder to vote,  in addition to other shares owned by the holder,  the number of
votes equal to the number of the  authorized,  but unissued common shares of the
Company.  Action to approve  the  proposed  amendment  would not occur  until an
Information  Statement  is filed and  approved by the  Securities  and  Exchange
Commission.  Currently,  the Company's  Board of Directors has put the filing of
this information statement on hold.

Liquidity and Capital Resources

     Our cash  increased to $339,000 as of December 31, 2009,  from  $277,000 at
December 31, 2008. This increase was due primarily to cash from  operations.  We
have not  experienced  and do not expect to have any valuation  issues or access
restrictions to our cash accounts.  Our working capital was $537,000 at December
31,  2009  compared  to  $444,000  at  December  31,  2008.  Our cash  flow from
operations  for 2009 was $108,000  compared to $65,000 for 2008.  The  increased
cash flow from operations is due primarily to increased sales. In February 2008,
we paid off our  $140,000  mortgage on our  property.  This reduced our interest
expense $850 per month.

     During 2009 we sold Trappsol(R)  products from inventory  purchased in 2008
(approximately $100,000) for our two most profitable bulk 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 regular foreign  suppliers in bulk  quantities.  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. Our
current inventory of these two product represents  approximately one year of our
historical sales volume of these products.

     We acquired  162,780  shares of our common stock at a cost of $9,228 during
2009 as part of a Company stock repurchase program announced in October 2008.

     At December 31, 2009, we have $825,000 in net operating loss  carryforwards
that can be used to offset our current and future  taxable net income and reduce
our income tax  liabilities.  We recorded a deferred tax asset of $250,000 based
on our  expected  future  profitability  and ability to utilize  some of the net
operating  losses before they expire.  However,  $420,000 of those net operating
losses expired in 2009 and $195,000 expire in 2010. In 2008,  management did not
believe it would be able to fully utilize these net operating losses before they
expire and  increased  our  valuation  allowance  for our  deferred tax asset by
$180,000 in anticipation that this portion of our deferred tax asset will not be
utilized. Management did not increase its valuation allowance in 2009.

     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.  We  recorded  an expense of $66,000  for 2009 and we issued the stock in
2010.

<PAGE>

Operating Results

     Product sales increased 22% to $603,000 in 2009 from $495,000 in 2008. This
is after a 34%  decrease in sales from 2007 to 2008 and a 39%  increase in sales
from 2006 to 2007. Our cost of products sold (excluding any allocation of direct
and indirect overhead and handling costs) increased to $111,000 in 2009 compared
to $99,000 for 2008. For 2009, we had a net loss of $(193,000),  compared to net
loss in 2008 of $(413,000), which included a deferred tax provision of $200,000.

     We believe with careful fiscal management our working capital is sufficient
to run our operations at current and expected future  operating  levels into the
near future.  We may require new capital in the next twelve  months to implement
our current expansion.

     Controlling cash expenses continues to be management's primary fiscal tool.
However,  growth  requires  increased  expenditures  and  while  we  feel  it is
appropriate  during the current growth stage to engage consultants that can help
the Company in financial areas outside its expertise, these consulting fees will
act to reduce profitability. We have been able to increase revenues to balance
these new  expenses,  but cannot be sure such effort will be enough in the short
term to sustain the favorable cash flow we have been enjoying.

     Currently,  we are  developing a site plan for the research park  including
survey,  engineering and design.  The progress of the site plan is contingent on
the Company's  ability to fund our building plan from operating profits and cash
flow. At the conclusion of the site plan, we plan to raise additional capital by
offering  shares to finance the building  construction  of the research park. In
the first quarter of 2010, the site plan was modified to include the building of
a  spray-drying  facility.  This  modification  resulted  from our  decision  to
implement new technology  that will result in proprietary  technology to produce
CD complexes of APIs in bulk quantities.  Completion of this project is expected
to be  by  year-end  2010,  resulting  in a  c-GMP  plant  approved  to  produce
pharmaceutical ingredients suitable for parenteral use.

     To implement  this new effort,  a new  wholly-owned  subsidiary,  NanoSonic
Products,  Inc.  (NSP) was created in December  2008,  and Dr.  Jeffrey Tate was
hired to be its President and COO.  Responsibility for our two branded products,
Trappsol(R)  and  Aquaplex(R)  will  be  divided  between  the two  divisions  -
Trappsol(R) to CTD and Aquaplex(R) to NSP.

     Beginning in 2003, we began  improvements  and renovations of our corporate
office and have invested  $191,000  through  December 31, 2009.  During the year
ended  December 31,  2009,  we  capitalized  $43,000 of  improvements  including
additional  paving of our driveway.  We are  continuing our efforts to develop a
total  site plan for our  Research  Park  facility.  These  existing  structures
previously  designated to become a warehouse and an educational  auditorium will
be modified to house the $1.5  million  spray-drying  facility  that will be the
centerpiece  of the  Research  Park.  We believe  this effort will  increase our
capitalized improvements significantly in 2010.

     We issued  3,161,384  shares and  5,718,147  shares of our common  stock to
officers and employees for compensation  earned under employment  agreements for
2009 and 2008, respectively.

     We have no off-balance sheet arrangements as of December 31, 2009.


Results of Operations and Critical Accounting Policies and Estimates

     The results of  operations  are based on the  preparation  of  consolidated
financial statements in conformity with accounting principles generally accepted
in the United States.  The  preparation  of  consolidated  financial  statements
requires  management to select accounting policies for critical accounting areas
as well as estimates  and  assumptions  that affect the amounts  reported in the
consolidated  financial  statements.  The Company's accounting policies are more
fully  described  in  Note 1 of  Notes  to  Consolidated  Financial  Statements.
Significant  changes in assumptions and/or conditions in our critical accounting
policies could materially impact the operating  results.  We have identified the
following accounting policies and related judgments as critical to understanding
the results of our operations.


Long-Lived Assets

     The  recoverability  of  long-lived  assets is  evaluated  annually or more
frequently  if impairment  indicators  exist.  Indicators of impairment  include
historical  financial  performance,  operating  trends and our future  operating
plans.  If  impairment  indicators  exist,  we evaluate  the  recoverability  of
long-lived  assets on an  operating  unit basis based on  undiscounted  expected
future cash flows before interest for the expected  remaining useful life of the
operating unit.  Recorded values for long-lived  assets that are not expected to
be recovered through  undiscounted future cash flows are written down to current
fair value, which is generally  determined from estimated  discounted future net
cash flows for assets held for use or net  realizable  value for assets held for
sale.

     At the end of 2007, we began to renovate  three  buildings in our corporate
office  park that were idle from our  former  mushroom  farming  operation.  The
carrying value of these long-lived  assets is $75,000.  We are currently working
on a site  plan  for a  spray-drying  pilot  plant  as well as  renovations  and
construction  of an auditorium and meeting rooms suitable for the mission of our
research park.

     During  2007,  we  began a  major  upgrade  and  update  of our  searchable
cyclodextrin  patent database.  We capitalized  $33,000 for this project in 2006
and capitalized an additional  $59,000 through October 2008. In October 2008, we
determined  that the  database  was  functionally  impaired  and we expensed the
entire development cost of $92,000.


<PAGE>

Valuation Allowance on Deferred Tax Assets

         ASC 820 requires that deferred tax assets
be evaluated for future realization and reduced by a valuation  allowance to the
extent we believe a portion will not be realized.  We consider many factors when
assessing  the  likelihood  of future  realization  of our  deferred  tax assets
including our recent  cumulative  earnings  experience,  expectations  of future
taxable  income,  the  carry-forward  periods  available to us for tax reporting
purposes,  and other relevant factors.  Our net deferred tax assets are $250,000
($430,000  less  a  $180,000  valuation  allowance),  comprised  principally  of
$1,275,000  of net  operating  loss  carryforwards  (NOL's),  with the remaining
portion  related to  temporary  timing  differences  between  tax and  financial
reporting.  Classification  of deferred tax assets between current and long-term
categories  is based on the expected  timing of  realization,  and the valuation
allowance is allocated on a prorata basis.

     For 2009,  we reported net loss before  taxes of  $(193,000).  In 2009,  we
decreased the amount of our valuation allowance of our deferred tax asset by the
amount  of the net  operating  loss  that was  used or  expired  in 2009,  which
decreased our valuation allowance  percentage to 25% from 47% due to our current
and expected future  profitability.  We recorded an income tax provision,  which
was offset by deferred tax assets and utilization of our net operating loss. Our
sales level increased in 2009 and we expect  continued  volitility in the timing
of sales,  but  overall  sales  growth is  expected  to be slow in the near term
consistent with the overall U.S.  economy and then we expect our sales to return
to a modest growth starting in 2010.

     For 2008,  we reported net loss before  taxes of  $(213,000).  In 2008,  we
increased our  valuation  allowance of our deferred tax asset to 47% from 0% due
to the  expiration of $640,000 in net operating  losses in 2009 and 2010 and our
current and expected  future  profitability,  and recorded a $200,000 income tax
expense and  reduction in our deferred tax asset.  Our sales level  decreased in
2008 and we expect sales growth to be slow in the near term  consistent with the
overall U.S.  economy and then we expect our sales to return to a modest  growth
starting in 2010.

     The range of possible  judgments  relating to the valuation of our deferred
tax asset is very wide. In 2007, we determined the weight of available  evidence
supported a decision that a portion of our deferred tax assets will be realized,
resulting a deferred  tax asset of  $450,000,  and a decrease  in our  valuation
allowance of the same amount. In 2008, we concluded that the weight of available
evidence  supported a decision that 47% of our net operating losses would expire
unused,  so we  increased  our  valuation  allowance  by  $200,000.  Significant
judgment  is required in making this  assessment,  and it is very  difficult  to
predict when, if ever,  our  assessment may conclude our deferred tax assets are
realizable.


Comparability of Cost of Products Sold and Gross Margin

     Our gross margins may not be comparable to those of other  entities,  since
some  entities  include all the costs related to their  distribution  network in
cost of goods sold.  Our cost of goods sold  includes  only the cost of products
sold and does not include any allocation of inbound or outbound freight charges,
indirect overhead expenses, warehouse and distribution expenses, or depreciation
and  amortization   expense.  We  have  two  employees  who  provide  receiving,
inspection,  warehousing  and  shipping  operations  for us.  The  cost of these
employees, and our other employees, are included in personnel expense. Our other
costs of  warehousing  and shipping  functions  are included in office and other
expense.

<PAGE>

2009 Compared to 2008

     Total product sales for 2009 were $603,000,  a 22% increase over 2008 sales
of $495,000.  2007 was our highest sales ($751,000)  level.  Sales for 2009 were
the 2nd  highest  sales  reported in our  history,  and 2008 was our 4th highest
sales total . The increase in sales from 2008 to 2009 is due primarily to recent
publicity   regarding  use  of  cyclodextrins  in  various   medically   related
applications  . The large  sales  volume in 2007 was due to an increase in sales
volume  primarily  of one  product,  Trappsol  HPB.  We did not expect  sales to
decrease  as much as they did from  2007 to 2008,  this  decrease  followed  the
decline in the general  U.S.  economy.  Our major  customers  continue to follow
historical product ordering trends to place periodic large orders that represent
a  significant  share of our annual  sales  volume.  In 2009,  our four  largest
customers  accounted  for 57% of our sales;  the  largest  accounted  for 21% of
sales. In 2008, our four largest  customers  accounted for 51% of our sales; the
largest  accounted for 20% of sales.  The timing of when we receive and are able
to  complete  these  large  periodic  orders  has a  significant  effect  on our
quarterly sales and operating results. We have not experienced significant price
resistance for our products and we remain  positive that our  customer's  market
segments  are not  significantly  affected by the  general  downturn in the U.S.
economy and that our sales will  remain at  historical  levels due to  continued
customer demand for our products.  In addition, we added additional inventory of
our  most  frequently  ordered  products  to  better  take  advantage  of  sales
opportunities  as they  arise,  which also  hedges  our  product  costs  against
short-term price increases.

     Our cost of products sold  (excluding any allocation of direct and indirect
overhead and handling costs)  increased to $111,000 for 2009 compared to $99,000
for 2008.  Historically,  changes in both sales  volume  and  product  mix has a
significant  effect on our cost of sales and our margins,  which we  experienced
from 2008 to 2009.  We have not  experienced  significant  increases in material
costs during 2009.

     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.  dominated in U.S. dollars.  Our main
supplier of fine  chemicals  and  complexes  is located in Hungary  dominated 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.

     Personnel costs increased 31% to $486,000 for 2009, from $370,000 for 2008.
This  increase is due  primarily  to the  addition of a new  employee who was to
provide  consulting  services to customers,  and to whom we issued Company stock
and other  equities  and  recorded  an  expense  of  $157,021.  We also added an
additional office employee during the third quarter of 2008.

     Professional  fees  decreased  to $88,000 for 2009 from  $101,000 for 2008.
Legal  fees were  higher  than  historical  levels for 2008 as the result of our
lawsuit with Eline  Entertainment  Group,  Inc. We will  continue to incur legal
expenses in the collection of the judgment awarded.
     Office and other  expenses are  comparable  at $31,000 and $34,000 for 2009
and  2008,  respectively.  Most  of our  office  related  expenses  do not  vary
significantly from quarter to quarter.

     Amortization and depreciation is comparable at $21,000 and $23,000 for 2009
and 2008,  respectively.  We expect  similar  expenses in future  periods as the
result of our office renovations, improvements and additions.

     Freight and shipping  decreased  17% to $11,000 for 2009,  from $14,000 for
2008,  due to lower  purchases and more  competition in shipping costs . Freight
and shipping is dependent on frequency of ordering  products for  inventory  and
frequency of sales.

     Investment and other income  decreased 17% to $8,000 for 2009, from $28,000
for 2008.  This decrease is due primarily to lower  earnings on cash balances in
2009. We earned some nonrecurring consulting fees in 2008.

     We recognized a net zero income tax expense for 2009 due to the utilization
of net  operating  loss  carryforwards,  offset by a decrease  in our  valuation
allowance of our deferred tax asset. Our valuation allowance of our deferred tax
asset also  decreased  due to our  inability  to utilize  certain net  operating
losses before they expired. We recognized a $200,000 income tax expense for 2008
due to an increase in the  valuation  allowance of our  deferred  tax asset.  We
increased  our  valuation  allowance  of our  deferred  tax asset as the result,
reducing our  estimates  of expected net taxable  income in the next three years
and for the resulting expected inability to utilize certain net operating losses
before they expired.

<PAGE>

     We  recognized a net loss of  $(193,000)  for 2009 compared to net loss for
2008 of $(413,000).

     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,  we continue to maintain our 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 the maintenance and growth of our web site will return
that investment many times.


Forward-looking Statement

     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   Cyclodextrins;   changes  in  governmental  laws  and  regulations
surrounding  various  matters,  such as  labeling  disclosures;  production  and
pricing  levels  of  important  raw  materials;  difficulties  of  delays in the
development,  production, testing and marketing of products; and product margins
and customer product acceptance.

<PAGE>

Item 8.  Financial Statements and Supplementary Data.

                        BAUMANN, RAYMONDO & COMPANY, PA
                         405 NORTH REO STREET, SUITE 200
                                 TAMPA, FL 33609

             Report of Independent Registered Public Accounting Firm

To the Board of Directors
CTD Holdings, Inc.
High Springs, Florida

We have  audited the  consolidated  balance  sheets of CTD  Holdings,  Inc.  and
subsidiary  as of  December  31,  2009 and 2008,  and the  related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended December 31, 2009 and 2008. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of CTD Holdings,  Inc.
and  subsidiary  as of  December  31,  2009 and 2008,  and the  results of their
operations  and their cash flows for the years ended December 31, 2009 and 2008,
in conformity with accounting principles generally accepted in the United States
of America.

We were not engaged to examine management's assertion about the effectiveness of
CTD Holdings,  Inc. internal control over financial reporting as of December 31,
2009 included in the accompanying  management's  report on internal control and,
accordingly, we do not express an opinion thereon.

\s\ Baumann, Raymondo & Company, PA

Baumann, Raymondo & Company PA
Tampa, Florida
March 18, 2010

<PAGE>
 <PAGE>

PART I. Financial Information
Item 1. Financial Statements.
<PAGE>

                         PART I. Financial Information
Item 1. Financial Statements.

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2009 AND 2008

<TABLE>
<CAPTION>
                                     ASSETS

                                                  2009                  2008
<S>                                          <C>                  <C>

CURRENT ASSETS
 Cash and cash equivalents                   $   338,872          $   276,669
 Accounts receivable                              40,425               27,794
 Inventory                                       185,262              209,975
 Other current assets                                 -                 2,000
                                            -------------          -------------
     Total current assets                         564,559             516,438
                                            -------------          -------------
PROPERTY AND EQUIPMENT, NET                       466,537             442,784
                                            -------------          -------------
OTHER
 Note Receivable                                   9,894                     -
 Shareholder loan                                    469                 17,069
 Deferred tax asset                              250,000                250,000
 Intangibles, net of accumulated amortization
 Of $6,000 and $5,000, respectively                4,000                  5,000
                                              -------------       -------------
     Total other assets                          264,363                272,069
                                             -------------         -------------
TOTAL ASSETS                                   $1,295,459           $ 1,231,291
                                             =============       ===============
</TABLE>

                                                              (Continued)

                                     F-1



<PAGE>
                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2009 and 2008
                                   (continued)


<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                2009                    2008
<S>                                         <C>                  <C>

CURRENT LIABILITIES
 Accounts payable and accrued expenses     $       27,676          $     72,125
                                             ------------         -------------
         Total current liabilities                 27,676                72,125
                                             ------------         -------------


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

STOCKHOLDERS' EQUITY
 Common stock, par value $.0001 per share,
 100,000,000 shares authorized, 31,103,822 and
 26,542,438 shares issued and outstanding,
 respectively                                       3,110                 2,654
 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                     3,483,427             3,238,911
 Accumulated deficit                           (2,275,526)           (2,082,399)
 Treasury stock, at cost - 162,780 shares
  at December 31, 2009                             (9,228)                    -
                                              ------------         ------------
     Total stockholders' equity                 1,201,783             1,159,166
                                              ------------         ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  1,295,459          $  1,231,291
                                              ============         =============
</TABLE>

                 See accompanying Notes to Financial Statements.

                                     F-2



























<PAGE>
<TABLE>
                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
                                   (Unaudited)

                                        2009                              2008
                                     ----------                       ----------
<S>                                <C>                               <C>

REVENUES
 Product sales                     $   603,041                      $   494,937
 Consulting income                      20,833                                -
                                      ----------                      ----------
                                       623,874                          494,937
                                      ----------                      ----------
EXPENSES
Personnel                              486,087                          370,449
Cost of products sold
 (exclusive of depreciation and
 amortization, shown separately below) 110,830                           99,319
Consulting stock expense                76,417                                -
Professional fees                       88,142                          101,164
Office and other                        31,217                           34,012
Amortization and depreciation           20,577                           22,869
Freight and shipping                    11,463                           14,432
Loss on disposal of equipment               76                                -
Abandoned patent database costs             -                            92,166
                                    -----------                       ----------
                                        824,809                         734,411
                                     -----------                     -----------
Operating loss                         (200,935)                       (239,474)
                                     -----------                     -----------

OTHER INCOME (EXPENSE)
 Investment and other income              7,808                          28,058
 Interest expense                             -                          (1,816)
                                     -----------                    -----------
Total other income (expense)              7,808                          26,242
                                     -----------                     -----------
NET LOSS BEFORE
 INCOME TAXES                          (193,127)                       (213,232)

INCOME TAX EXPENSE                           -                         (200,000)
                                     -----------                      ----------
NET LOSS                             $ (193,127)                      $(413,232)
                                     ===========                     ===========

NET LOSS PER COMMON SHARE            $     (.01)                      $    (.02)
                                     ===========                     ===========
Weighted average number of
 Common shares outstanding           28,750,597                      23,533,349
                                     ===========                     ===========
</TABLE>

                 See Accompanying Notes to Financial Statements.
                                     F-3




           <TABLE>
                                                        CTD HOLDINGS, INC.
                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                      FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
<CAPTION>
                                  COMMON STOCK   PREFERRED STOCK   ADDITIONAL  TREASURY    ACCUMULATED    TOTAL
                                                                    PAID-IN     STOCK        DEFICIT    STOCKHOLDERS'
                                                                    CAPITAL                               EQUITY
                               SHARES  PAR VALUE  SHARES  PAR VALUE
                              -------- ---------- -------  --------- --------- ---------- ------------ -------------
<S>                        <C>           <C>           <C>     <C>  <C>         <C>               <C>               <C>
Balance,
  December 31, 2007         20,824,291   $   2,083      1  $    -  $ 3,030,737 $     -   $   (1,669,167)   $  1,363,653

Shares issued under
  employment agreements     5,616,958         561      -        -      204,446       -                -         205,007

Shares issued for services    101,189          10      -        -        3,728       -                -           3,738

Net loss                            -           -      -        -            -       -         (413,232)       (413,232)

Balance,                     --------   ---------    -----  -------  -----------  -----     -----------   -------------
 December 31, 2008         26,542,438       2,654      1        -    3,238,911       -       (2,082,399)      1,159,166

Shares issued under
  employment agreements     3,161,384        316        -       -      155,056       -                 -        155,372

Shares issued to
  acquire investment        1,400,000        140        -       -       89,460       -                 -         89,600

Purchase of treasury stock          -          -        -        -           -  (9,228)                -         (9,228)

Net loss                            -          -        -        -           -       -          (193,127)      (193,127)

Balance,                     --------  ----------    -----  -------- ---------- ------      -----------   -------------
  December 31, 2009        31,103,822   $  3,110       1  $    -   $ 3,483,427 $(9,228)    $ (2,275,526)    $ 1,201,783
                             ========  ==========   =====  =======  ==========  ======       ===========  =============

</TABLE>

                 See Accompanying Notes to Financial Statements.
                                     F-4


<TABLE>

                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2009 AND 2008



                                                          2009          2008
                                                      -----------  -----------

                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net LOSS                                             $ (193,127)  $ (413,232)
                                                      -----------  -----------
 Adjustments to reconcile net loss to net
 cash provided by operating activities:

   Depreciation and amortization                          20,577       22,869
   Stock received for services                           (20,833)           -
   Stock compensation to consultants                      10,417            -
   Loss on disposal of equipment                              76            -
   Stock compensation to employees                       255,388      208,745
   Abandoned patent database costs                            -        92,166
   Deferred income tax assets                                 -       200,000
   Increase or decrease in:
    Accounts receivable                                  (12,631)      57,640
    Inventory                                             24,713     (102,351)
    Other current assets                                   2,000          442
    Accounts payable and accrued expenses                (44,449)      (1,539)
    Accrued stock compensation                            66,000            -
                                                       -----------   -----------
        Total adjustments                                301,258      477,972

                                                       -----------   -----------
    NET CASH PROVIDED BY OPERATING
         ACTIVITIES                                      108,131       64,740
                                                       -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of equipment and equipment                   (43,406)     (25,164)
   Redemption of certificate of deposit                        -      263,985
   Patent database developed                                   -      (59,253)
   Redemption with related party                               -          853
   Loan to shareholder                                         -      (17,069)
   Payment received from loan to shareholder              16,600            -
   Cash loaned under note receivable                      (9,894)           -
                                                        -----------   ----------
    NET CASH PROVIDED BY (USED IN) INVESTING             (36,700)     163,352
     ACTIVITIES                                         -----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Repurchase of common stock                             (9,228)           -
   Payments on long-term debt                                  -     (140,074)
   Payments on loan payable to stockholder                     -      (21,330)
                                                        -----------   ----------
NET CASH USED IN FINANCING ACTIVITIES                     (9,228)    (161,404)
                                                        -----------   ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                 62,203       66,668

CASH AND CASH EQUIVALENTS, beginning of period           276,669      209,981
                                                        -----------   ----------
CASH AND CASH EQUIVALENTS, end of period                $338,872    $ 276,669
                                                        ===========   ==========
</TABLE>






<PAGE>
<TABLE>
                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           December 31, 2009 and 2008
                                   (Continued)



                                                         2009          2008
                                                     ------------  ------------

<S>                                                  <C>           <C>


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



</TABLE>


                 See Accompanying Notes to Financial Statements



<PAGE>
                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2009 AND 2008

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of the more significant  accounting  policies of
CTD Holdings,  Inc. and  Subsidiary  (the Company) that affect the  accompanying
consolidated financial statements:

     (a)  ORGANIZATION  AND OPERATIONS - The Company was  incorporated in August
1990,  as a Florida  corporation  with  operations  beginning in July 1992.  The
Company  is engaged  in the  marketing  and sale of  cyclodextrins  and  related
products to food, pharmaceutical and other industries. The Company also provides
consulting services related to cyclodextrin technology.

     (b) BASIS OF PRESENTATION - The consolidated  financial  statements include
the Company and its wholly owned  subsidiaries.  All  intercompany  accounts and
transactions have been eliminated.

     (c) CASH AND CASH  EQUIVALENTS - For the purposes of reporting  cash flows,
the Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

     (d)  ACCOUNTS  RECEIVABLE  - Accounts  receivable  are stated at the amount
management expects to collect from outstanding  balances.  Based on management's
assessment of the credit history with customers having outstanding  balances and
current  relationships  with  them,  management  has  concluded  that  losses on
balances outstanding at year-end will be immaterial.

     (e) PROPERTY AND  EQUIPMENT - Property and  equipment are recorded at cost.
Depreciation   on  property  and  equipment  is  computed  using  primarily  the
straight-line  method over the estimated  useful lives of the assets  (generally
three to five years for computers, software and vehicles, seven to ten years for
furniture and equipment, fifteen years for certain land improvements,  and forty
years for buildings and building improvements). The Company periodically reviews
its  long-lived  assets to determine if the carrying  value of assets may not be
recoverable.  If an impairment is identified,  the Company recognizes a loss for
the difference between the carrying amount and the estimated value of the asset.

     (f)  INVENTORY   AND  COST  OF  PRODUCTS  SOLD  -  Inventory   consists  of
cyclodextrin  products and chemical  complexes  purchased for resale recorded at
the  lower of cost  (first-in,  first-out)  or  market.  Cost of  products  sold
includes  the  acquisition  cost of the  products  sold and does not include any
allocation of inbound or outbound freight charges,  indirect overhead  expenses,
warehouse and distribution expenses, or depreciation and amortization expense.

<PAGE>

     (g)  INTANGIBLES  -  Intangible  assets  consist  of loan  costs  and other
intangibles  recorded  at  cost.  Intangible  assets  are  amortized  using  the
straight-line  method over their  respective  estimated  useful lives.  Prior to
2008,  intangible  assets also  includes  the cost of  developing  a database of
patents applied for and issued involving the use of cyclodextrins.  This project
was  abandoned in 2008 and these costs were  expensed.  Management  periodically
reviews its  intangibles to determine if the carrying value of assets may not be
recoverable.  If an  impairment  is  identified,  a loss is  recognized  for the
difference between the carrying amount and the estimated value of the asset.

     (h) REVENUE  RECOGNITION  - We  recognize  revenue  from  product  sales or
services rendered when the following four revenue recognition  criteria are met:
persuasive evidence of an arrangement exists,  delivery has occurred or services
have  been  rendered,   the  selling  price  is  fixed  or   determinable,   and
collectibility is reasonably assured.  Product sales and shipping revenues,  net
of any  discounts  or return  allowances,  are  recorded  when the  products are
shipped and title passes to customers. Sales to customers are made pursuant to a
sales  contract  that  provides for transfer of both title and risk of loss upon
our delivery to the carrier.  Return  allowances,  which reduce product revenue,
have been  historically  infrequent,  and are recorded  when they become  known.
Amounts received in advance are deferred and recognized as revenue when all four
revenue recognition criteria have been met.

     (i) SHIPPING AND HANDLING  FEES - Shipping and handling  fees, if billed to
customers, are included in product sales. Shipping and handling costs associated
with  inbound and  outbound  freight are  expensed as incurred  and  included in
freight and shipping expense.

     (j)  ADVERTISING  -  Advertising  costs  are  charged  to  operations  when
incurred.  The Company incurred no advertising expenses in 2009 or 2008.

     (k)  START-UP COSTS - Start-up costs are expensed as incurred.

     (l) INCOME TAXES -- Deferred tax assets and  liabilities are recognized for
the estimated  future tax consequences  attributable to differences  between the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their  respective  income tax bases.  Deferred  tax assets and  liabilities  are
measured using enacted rates expected to apply to taxable income in the years in
which those temporary  differences are expected to be recovered or settled.  The
Company  files  income tax  returns  in the U.S.  federal  jurisdiction,  and in
various state jurisdictions. The Company is no longer subject to U.S. Federal or
state income tax  examinations by tax authorities for years before 2006,  except
for net operating loss carryforwards from periods prior to 2006. The Company has
reviewed  and  evaluated  the  relevant  technical  merits  of  each  of its tax
positions in accordance with  accounting  principles  generally  accepted in the
United States of America for  accounting for  uncertainty  in income taxes,  and
determined  that there are no uncertain tax positions that would have a material
impact on the financial statements of the Company.

     (m) 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
2), 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.

     (n) STOCK BASED  COMPENSATION  - The Company  periodically  awards stock to
employees under employment  agreements.  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 Company also issues periodic stock bonuses to employees.  The Company
records an expense  equal to the fair value of the stock on the closing  trading
price of the stock on the day awarded.  The Company periodically issues stock to
consultants under consulting agreements. The Company records an expense equal to
the fair value of the stock on the closing trading price of the stock on the day
awarded, less a 20% discount if the stock is restricted for at least six months.

<PAGE>

     (o)  RECLASSIFICATIONS  - Certain amounts in the 2008 financial  statements
have  been  reclassified  for  comparative  purposes  to  conform  with the 2009
presentation.

     (p) THE FASB ACCOUNTING  STANDARDS  CODIFICATION (ASC) AND THE HIERARCHY OF
GENERALLY ACCEPTED ACCOUNTING  PRINCIPLES  (CODIFICATION) The Codification is
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized  by the FASB to be applied  by  nongovernmental  entities.  Rules and
interpretive  releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants including the Company. On
the  effective  date  of  this  Statement,   the  Codification   superseded  all
then-existing   non-SEC   accounting   and   reporting   standards.   All  other
non-grandfathered non-SEC accounting literature not included in the Codification
is  non-authoritative.  Since  the  Codification  was  effective  for  financial
statements  issued for interim and annual  periods  ending  after  September 15,
2009, the Company  revised its  references to Statement of Financial  Accounting
Standards to refer to the Codification as its source for GAAP.


     (q) USE OF ESTIMATES - The preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United States
of America  requires  management to make estimates and  assumptions  that affect
certain  reported  amounts and  disclosures.  Accordingly,  actual results could
differ from those estimates.

(2) 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
monthly salary was $7,000 in cash and $12,500 in restricted  shares based on the
formula  below,  and Mr. Fail's  monthly 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 were earned by Mr.  Strattan or Mr. Fails  subsequent to July 1, 2009. The
Company  recognized 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 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 600,000  shares of Company
stock through December 31, 2009. The Company  recognized an expense equal to the
fair value of the stock determined using the average stock closing trading price
for each  month of the  agreement,  which  resulted  in an expense of $54,000 in
2009. The agreement also provided for a bonus of 50% of the subsidiary's  future
profits.  The  Company  issued  50% of the  stock  earned by the  subsidiary  as
consulting fee revenue to the employee and expensed $5,208 in 2009. In addition,
the Company did not renew the employment  agreement for 2010 and transferred 81%
of  the  outstanding  stock  of  its  wholly  owned  subsidiary,  Vistra  Growth
Properties,  Inc.  to the  employee  as a  termination  settlement.  The Company
recognized  an  expense  of  $97,813,  which is equal to the value of  1,400,000
shares of Company stock previously issued to the subsidiary.

     For 2008, the Company had employment agreements with two officers 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 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.  Also,  for 2008,  the
Company issued shares to one of its  employees.  The number of shares awarded 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.  The stock is  subject  to trading
restrictions  under Rule 144. For 2008, the Company awarded 5,718,147 shares and
recognized  an expense of  approximately  $208,000 for stock awarded under these
arrangements.



<PAGE>


     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. We recorded an expense of $66,000 for 2009 and issued the stock in 2010.

(3) 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.


(4) PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31:

                                                       2009             2008
                                                   ----------       -----------
         Land                                     $    80,000      $     80,000
         Buildings and improvements                   432,082           418,978
         Machinery and equipment                       23,046            23,046
         Office furniture and equipment                51,381            51,705
                                                  -----------      ------------
                                                      586,509           573,729

         Less: accumulated depreciation               167,353           149,419
                                                  -----------      ------------
                                                      419,156           424,310

         Construction in progress                      47,381            18,474
                                                  -----------      ------------

         Property and equipment, net              $   466,537      $    442,784
                                                  ===========      ============


<PAGE>

(5) CONCENTRATIONS OF CREDIT RISK:

     Significant  concentrations  of credit risk for all  financial  instruments
owned by the Company, are as follows:

     (a)  DEMAND  AND  CERTIFICATE  OF  DEPOSITS  - The  Company  has demand and
certificate  of deposits in  financial  institutions  that are insured up to the
Federal Deposit Insurance Corporation limits. The demand and certificate deposit
bank  balances  were  $342,315  and  $279,832  at  December  31,  2009 and 2008,
respectively.  The  Company  has no  policy  of  requiring  collateral  or other
security to support its deposits.

     (b) ACCOUNTS  RECEIVABLE - The  Company's  accounts  receivable  consist of
amounts due primarily from chemical supply and pharmaceutical  companies located
primarily in the United States and the Hungary.  Three  customers  accounted for
83% of the accounts  receivable  balance at December 31, 2009.  Three  customers
accounted for 77% of the accounts  receivable  balance at December 31, 2008. The
Company  has no policy  requiring  collateral  or other  security to support its
accounts receivable.

                                       F-8

<PAGE>

                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2008 AND 2007

(6) MAJOR CUSTOMERS AND SUPPLIERS:

     In 2009,  three major customers  accounted for 51% of total sales. In 2008,
two major customers accounted for 37% of total sales.

     Substantially  all  2009 and  2008  inventory  purchases  were  from  three
vendors.

     The  Company  has only one  source  for  certain  manufacturing  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.

(7) LONG-TERM DEBT:

     The Company paid its mortgage  payable in full during 2008.

<PAGE>

(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.

     In 2004, the Company  amended its Articles of  Incorporation  authorizing a
class of "blank  check"  preferred  stock  consisting  of 5,000,000  shares thus
creating a Series A Preferred Stock and set forth its  designations,  rights and
preferences.  The more  significant  right is the Series A share votes  together
with the  holders  of the common  stock on all  matters  submitted  to a vote of
Company  holders of common  stock,  with the share of Series A  Preferred  Stock
being  entitled to one vote more than one-half of all votes  entitled to be cast
by all holders of voting capital stock of the Company on any matter submitted to
common  shareholders  so as to ensure that the votes  entitled to be cast by the
holder of the Series A  Preferred  Stock are equal to at least a majority of the
total of all votes entitled to be cast by the common shareholders. Each share of
Series A Preferred  Stock has a liquidation  preference  of $.0001.  In 2004,the
Company issued one share of the Series A Preferred  Stock to its majority common
shareholder  in  exchange  for  1,029,412  shares  of common  stock  held by the
majority  common  shareholder,   which  were  surrendered  to  the  Company  and
cancelled.


(9) 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 December 31, 2009.


(10) RELATED PARTY TRANSACTIONS:

     During 2008,  the Company  repaid the $21,330  borrowed  from the President
(who is also the  majority  common  stockholder),  plus  interest  of $512.  The
President  then  borrowed  $17,069 from the Company  during 2008.  The President
repaid $16,600 during 2009 and $469 was due at December 31, 2009.


(11) FAIR VALUE OF FINANCIAL INSTRUMENTS:

     ASC 820 requires disclosure of fair value to the extent
practicable for financial  instruments,  which are recognized or unrecognized in
the  consolidated  balance  sheet.  The fair value of all financial  instruments
approximates  carrying value due to the short-term  maturity of the instruments.
The fair value of the financial instruments is not necessarily representative of
the amount that could be realized  or  settled,  nor does the fair value  amount
consider the tax consequences of realization or settlement.

<PAGE>

(12) INCOME TAXES:

     Differences  between accounting
rules and tax laws cause  differences  between  the basis of certain  assets and
liabilities for financial reporting purposes and tax purposes. The tax effect of
these differences, to the extent they are temporary, is recorded as deferred tax
assets and liabilities.  Income tax expense is the tax payable or refundable for
the period  plus or minus the change  during the period in  deferred  assets and
liabilities.  Temporary  differences  which give rise to deferred tax assets and
liabilities   consist  of  net   operating   loss   carryforwards,   accelerated
depreciation  methods for income tax purposes  and  interest  accrued to related
parties but not for tax purposes until paid.

     The Company has  available  at December  31, 2009,  unused  operating  loss
carryforwards  totaling  approximately  $ 825,000  that may be  applied  against
future taxable income. If not used, the carryforwards will expire as follows:

         Year Ending

         December 31,                              Amount
         ------------                           -----------

             2010                               $   195,000
             2017                                   206,000
             2020                                   280,000
             2021                                    71,000
             2024                                    66,000
             2028                                     7,000
                                                -----------
             Total                              $   825,000
                                                ===========

<PAGE>

     If  all  of the  operating  loss  carryforwards  and  temporary  deductible
differences  were  used,  the  Company  would  realize a  deferred  tax asset of
approximately  $332,000 based upon expected income tax rates. Under ASC 740, the
deferred  tax asset  should be reduced by a valuation  allowance if it is likely
that  all or a  portion  of it will  not be  realized.  Realization  depends  on
generating   sufficient  taxable  income  before  the  expiration  of  the  loss
carryforwards.

     For 2009,  management  reduced the  valuation  allowance  percentage of our
deferred  tax  asset to 25% from 47%  equal to  effect  of the  amount  used and
expired of $325,000 of net operating  losses in 2009,  which  resulted in no net
income  tax  expense or  benefit  based on our  assessment  of our  current  and
expected future profitability.

     For 2008,  management increased the valuation allowance of our deferred tax
asset to 47% from 0% due to the future  expiration  of $640,000 of net operating
losses  in  2009  and  2010  in  excess  of  our  current  and  expected  future
profitability, and recorded a $180,000 income tax expense.

     Because of the inherent uncertainties in estimating the valuation allowance
on the deferred tax asset, it is at least reasonably possible that the Company's
estimate  deferred tax asset will change in the near term and be material to the
financial statements.

     The  components  of the  provision  for income taxes are as follows for the
years ended December 31:

                                                 2009          2008
                                             ----------    ----------
Current income tax benefit                   $  21,000     $   25,000

Tax expense of temporary                       (45,000)       (45,000)
differences

Tax benefit of operating loss carryforwards     18,000             -

Expiration of net operating loss carryforward  (92,000)

Decrease (increase) in valuation allowance      98,000      (180,000)

                                             ----------    ----------
Total net tax benefit (expense)              $      -      $(200,000)
                                             ==========    ==========


Significant  components of the Company's  deferred  Federal income taxes were as
follows:

                                                 2009          2008
                                             ----------    ----------
Deferred tax assets
Net operating loss carryforwards             $  230,000    $  380,000
Stock-based compensation expense                100,000        47,000
Depreciation and amortization expense             2,000         3,000
                                             ----------    ----------
Total deferred tax assets                       332,000       430,000
Less valuation allowance                        (82,000)     (180,000)
                                             ----------    ----------
     Deferred tax assets, net of valuation      250,000       250,000
                                             ----------    ----------

Deferred tax liabilities                              -             -

                                             ----------    ----------
Net tax assets                               $  250,000    $  250,000
                                             ==========    ==========


     The  differences  between the  effective  income tax rate  reflected in the
benefit (provision) for income taxes and the amounts,  which would be determined
by applying statutory income tax rate of 28% for 2008 and 2007, is summarized as
follows:

                                                 2009          2008
                                             ----------    ----------
Tax benefit at Federal statutory rate        $   21,000    $   25,000
Effect of State taxes                             4,000         5,000
Use of net operating loss                        21,000            -
Expiration of net operating loss                (92,000)           -
Valuation allowance - net operating loss         98,000      (180,000)
Change in expected income tax rate               (8,000)       (3,000)
Stock-based compensation                        (44,000)      (47,000)
                                             ----------    ----------
Total tax benefit (provision)                $       -     $ (200,000)
                                             ==========    ==========

<PAGE>


     (13) EMPLOYEE  BENEFIT PLAN The Company  adopted a 401(k) plan in 2009. The
Plan is  available  to all  employees  who have  satisfied  certain  eligibility
requirements.  Employee  contributions are discretionary.  The Company may match
employee  contributions  and may also make  discretionary  contributions for all
eligible  employees based upon their total  compensation.  For 2009, the Company
elected to match the employee's contribution,  not to exceed 4% of compensation.
The Company's 401(k) contribution was $2,634 for 2009.


(14)  SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

     For 2008, management determined the patent database development project was
not economically  feasible and expensed 100% of the previously  capitalized cost
of $92,000 in the fourth quarter of 2008.

     Also in 2008,  management  increased its valuation allowance to 47% from 0%
due to our current and expected  future  profitability,  and recorded a $180,000
income tax expense and reduced our deferred  tax asset in the fourth  quarter of
2008.


                                      F-12


<PAGE>

Item 9.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure.

None.

Item 9A(T). Controls and Procedures.

     a. Management's annual 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 Principal Accounting 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.

<PAGE>

          3. As required by Rule 13a-15(e) and 15d-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  disclosure  controls and  procedures as of December 31,
     2008 were effective.

          4. This annual  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 annual report.

     b. Changes in internal controls.

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

Item 9B.  Other Information.

     The Company's Board of Directors has decided to create an additional  class
of preferred share to be referred to as the Series B Preferred Share. The Series
B Preferred  Share would entitle the holder to vote, in addition to other shares
owned by the holder,  the number of votes equal to the number of the authorized,
but  unissued  common  shares of the  Company.  Action to approve  the  proposed
amendment  would not occur until an Information  Statement is filed and approved
by the Securities and Exchange Commission.

<PAGE>

PART III.

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate
     Governance; Compliance With Section 16(a) of the Exchange Act.

     Three (3)  directors,  constituting  the entire Board of  Directors,  serve
until the next Annual  Meeting of  shareholders,  or until a successor  shall be
elected and shall qualify:

Name                   Age        Positions and Offices        Year First Became
                                     With Registrant                Director

C.E. Rick Strattan      64         Director, CEO, Chairman                 1990

George L. Fails         65         Director, President                     2001

Louis S. Weltman        52         Director                                2009

     C.E. Rick Strattan, CEO and Director since its 1990. Mr. Strattan served as
treasurer of the Company from August,  1990,  to May,  1995.  From November 1987
through July 1992, Mr.  Strattan was with  Pharmatec,  Inc.,  where he served as
Director of  Marketing  and  Business  Development  for CDs.  Mr.  Strattan  was
responsible  for  CD  sales  and  related  business  development  efforts.  From
November, 1985 through May, 1987, Mr. Strattan served as Chief Technical Officer
for Boots-Celltech Diagnostics, Inc. He also served as Product Sales Manager for
American  Bio-Science  Laboratories,  a Division  of  American  Hospital  Supply
Corporation. Mr. Strattan is a graduate of the University of Florida receiving a
B.S. degree in chemistry and mathematics,  and has also received an MS degree in
Pharmacology, and an MBA degree in Marketing/Computer Information Sciences, from
the same institution.  Mr. Strattan has written and published  numerous articles
and a book chapter on the subject of Cyclodextrins.

     George L. Fails,  President  since 2009 and  Operations  Manager CTD,  Inc.
since 2000. Mr. Fails currently serves as Operations Manager for CTD, Inc. Prior
to joining  the  Company,  Mr.  Fails  served as a Detective  Sergeant  with the
Veterans Administration Hospital in Gainesville, Florida, with special duties as
a  Predator  Officer  with  the US  Marshall's  Service.  From  1965  until  his
retirement in 1986, Mr. Fails served with the US Army Special Forces,  including
several tours in Vietnam,  Salvador, and Angola. Mr. Fails also served two years
with a United  States  intelligence  arm.  Mr.  Fails  received  his BA from the
University of the  Philippines,  and has also received  degrees from 43 Military
schools, as well as the Federal police Academy in Little Rock, Arkansas.

     Louis S. Weltman,  Director  since 2009.  Mr.  Weltman  brings more than 30
years  of  real  estate  development,  operational,  corporate  development  and
financing  experience to the Company.  Mr. Weltman is currently Managing Partner
of ViStra Growth Partners,  Inc., which is a corporate  strategy  consulting and
merchant  banking firm  assisting  emerging  companies in  developing  entrance,
growth and exit  strategies.  In addition,  Mr. Weltman  oversees  strategy and
investment  management for a closely-held REIT, SL Realty Partners,  Ltd., which
provides  treatment  and housing for  individuals  recovering  from  diseases of
addiction. Mr. Weltman  obtained a Bachelor of Science in Economics from of The
University of Pennsylvania's  Wharton School of Finance and Commerce in 1979 and
his MBA from New York  University's  Stern School of Business  Administration in
1981.

<PAGE>

     Directors, including directors also serving the Company in another capacity
and receiving separate  compensation  therefor shall be entitled to receive from
the Company as  compensation  for their  services as directors  such  reasonable
compensation  as the board may from time to time  determine,  and shall  also be
entitled to  reimbursements  for any reasonable  expenses  incurred in attending
meetings  of  directors.  To  date,  the  Board of  Directors  has  received  no
compensation, and no attendance fees have been paid.

Audit Committee Financial Expert

     No one on our Board of  Directors  can be  deemed to be an audit  committee
financial  expert.  Our business model is not complex and our accounting  issues
are straightforward. Responsibility for our operations is centralized within our
executive  management,  which is  comprised of two  persons.  We recognize  that
having  a person  who  possesses  all of the  attributes  of an audit  committee
financial  expert  would be a  valuable  addition  to our  Board  of  Directors,
however,  we are not, at this time, able to compensate such a person  therefore,
we may find it difficult to attract such a candidate.

Code of Ethics

     We have  adopted a code of ethics that applies to our  principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  or persons performing similar functions. Our code of ethics will be
provided  to any  person  without  charge,  upon  request.  Requests  should  be
addressed to Investor Relations Department,  c/o CTD Holdings,  Inc., 27317 N.W.
78th Avenue, High Springs, Florida 32643.

<PAGE>

Item 11. Executive Compensation.


<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                                          Long-term compensation
                                                                      ........................................................
                                         Annual compensation                         Awards             Payouts
                       ---------------------------------------------  -------------------------------   -------
                                                                                         Securities
                                                        Other annual    Restricted       underlying      LTIP       All other
Name & principal         Year     Salary      Bonus     compensation   stock awards     options/SARs    payouts   compensation
                                    ($)        ($)          ($)            ($)               (#)          ($)          ($)
===================    ========  ========  ===========  ============  ==============     ============   =======   ============
<S>                      <C>     <C>       <C>              <C>       <C>                    <C>          <C>          <C>
C.E. Rick Strattan       2009    $117,000        -0-        -0-       $ 75,000.00 (1)        -0-          -0-          -0-
President, CEO           2008    $ 84,000        -0-        -0-       $189,822.00 (4)        -0-          -0-          -0-
Chairman                 2007    $ 36,000  $ 25,000         -0-       $148,603.00 (3)        -0-          -0-          -0-

George L. Fails          2009    $ 39,000        -0-        -0-       $  7,232.00 (2)        -0-          -0-          -0-
Operations Manager       2008    $ 36,000        -0-        -0-       $ 15,186.00 (5)        -0-          -0-          -0-
                         2007    $ 30,000        -0-        -0-                -0-           -0-          -0-          -0-

Louis S. Weltman         2009          -0-       -0-        -0-        $ 18,000 (6)          -0-          -0-          -0-
Director

   (1) Reflects grant of 2,371,651 shares
   (2) Reflects grant of   189,732 shares
   (3) Reflects grant of 5,062,501 shares
   (4) Reflects grant of 5,201,033 shares
   (5) Reflects grant of   415,925 shares
   (6) Reflects grant of   600,000 shares

</TABLE>

     On October  14,  2003,  the  Company  entered  into a  one-year  Employment
Agreement  with C.E.  Rick  Strattan,  the Company's  president,  with an annual
salary  of  $36,000  and an award of  monthly  restricted  common  shares of the
Company.  The  number of shares  awarded  monthly is  variable  based on a fixed
amount divided by eighty percent of the closing value of the Company's shares on
the last day of the  month in which  the  shares  are  awarded.  For the  period
January 1, 2007 though June 30, 2007,  the number of shares was  computed  using
$6,500 per month.  For the period July 1, 2007,  though  December 31, 2007,  the
number of shares was computed using $11,500 per month. The Company has agreed to
register Mr. Strattan's shares awarded pursuant to his employment contract. This
contract was extended  through  December  31, 2008,  at a base annual  salary of
$84,000 and a number of shares  computed using $12,500 per month.  This contract
was extended through December 31, 2009, at a base annual salary of $84,000 and a
number of shares  computed  using  $12,500  per month,  through  June 30,  2009.
Effective  July 1, 2009,  the base annual  salary was  increased  to $12,500 per
month with no stock  compensation.  This contract was extended  through December
31, 2010,  at a base annual  salary of $150,000 and a number of shares  computed
using $5,500 for 11 months.
<PAGE>

     Effective  January 1, 2004, the Company entered into a one-year  Employment
Agreement  with George L. Fails to serve as  Operations  Manager.  Mr.  Fails is
compensated  $1,900 monthly and an award of monthly  restricted common shares of
the Company.  The number of shares awarded  monthly is variable based on a fixed
amount divided by eighty percent of the closing value of the Company's shares on
the last day of the month in which  the  shares  are  awarded.  No  shares  were
awarded in 2006. This contract was extended through December 31, 2008, at a base
annual salary of $36,000 and a number of shares  computed using $1,000 per month
through  June 30,  2009.  Effective  July 1, 2009,  the base  annual  salary was
increased  to $3,500 per month with no stock  compensation.  This  contract  was
extended  through  December 31, 2010,  at a base annual  salary of $42,000 and a
number of shares computed using $0 per month.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters.

     The following  table shows the ownership of the Common Stock of the Company
on February 28, 2010, by each person who, to the knowledge of the Company, owned
beneficially  more than five percent (5%) of such stock,  the  ownership of each
director,  and the ownership of all  directors  and officers as a group.  Unless
otherwise  noted,  shares are subject to the sole voting and investment power of
the indicated person.


Names and Address of Individual             Amount and Nature of   Approximate %
or Identity of Group                        Beneficial Ownership     of Class

C.E. Rick Strattan   .......................   17,728,413              53.06%
4123 N.W. 46th Avenue
Gainesville, FL 32606

George L. Fails.............................    1,346,749               4.03%
2420 N.W. 142nd Avenue
Gainesville, FL 32609

Louis S. Weltman                                2,000,000 (1)           5.99%
3205 N.W. 62nd Street
Boca Raton, FL  33496

All Officers and Directors as a group ......   21,075,162              63.08%

   (1) Held by Jill K. Weltman

<PAGE>
<TABLE>
                          Equity Compensation Plan Information
<CAPTION>
                            Number of                                          Number of
                            securities to be                                   securities remaining
                            issued upon exer-                                  available for future
                            cise of outstand-       Weighted-average           issuance under equity
                            ing options,            exercise price of          compensation plans
                            warrants, and           outstanding options,       (excluding securities
Plan category               and rights              warrants and rights        reflected in column (a))
                                  (a)                      (b)                         (c)
--------------------       -------------------      --------------------       ------------------------
<S>                        <C>                      <C>                         <C>
Equity compensation
plans approved by              None                   Not Applicable             Not Applicable
security holders

Equity compensation
plans not approved          * * * * * * * * * * * See Note 1 to Table (below) * * * * * * * * * * *
by security holders
                           -------------------      --------------------       ------------------------
Total
                           ===================      ====================       ========================
</TABLE>

Notes to Equity Compensation Plan Table:

     Note 1 -- The Company has employment  agreements  with Mr. Strattan and Mr.
Fails.  These agreements require the Company to compensate both employees with a
variable  number of restricted  shares of the Company per month based on a fixed
amount divided by eighty percent of the closing value of the Company's shares on
the last day of the month in which the shares are awarded.  For 2008, the number
of shares was computed using $13,500 per month. For the period from July 1, 2007
to December 31, 2007, the number of shares was computed using $11,500 per month.
For  period  from  January  1, 2007 to June 30,  2007,  the number of shares was
computed  using $6,500 per month.  In 2007,  a total of  5,062,501  shares and 0
shares were issued to Mr. Strattan and Mr. Fails, respectively. In 2008, a total
of  5,201,033  shares and 415,925  shares were  issued to Mr.  Strattan  and Mr.
Fails,  respectively,  pursuant to their employment agreements. In 2009, a total
of  2,371,651  shares and 189,733  shares were  issued to Mr.  Strattan  and Mr.
Fails, respectively, pursuant to their employment agreements.

Item 13.  Certain   Relationships   and  Related   Transactions,   and  Director
          Independence.

     Mr. Strattan  periodically advances the Company short-term loans and defers
receipt of salary.  The Stockholder owes the  Company $469 at December  31,
2009. The advance is unsecured and was repaid in January 2010.

<PAGE>

Item 14. Principal Accountant Fees and Services.

Audit Fees

     The  aggregate  fees  billed  for the last  fiscal  year  for  professional
services rendered by the principal accountant, Baumann, Raymondo & Company, P.A.
for the  audit of the  Company's  annual  financial  statements  and  review  of
financial  statements included in the Company's Form 10-QSB or services that are
normally  provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal years was $58,500.

<PAGE>

Audit-Related Fees

     No fees were  billed  during the last  fiscal  year for any  assurance  and
related  services by Baumann,  Raymondo & Company,  P.A.  that are not  reported
under the caption "Audit Fees".

Tax Fees

     No fees were billed during the last fiscal year for  professional  services
rendered by Baumann, Raymondo & Company, P.A. for tax compliance, tax advice, or
tax planning.

All Other Fees

     No other fees were  billed  during the last  fiscal  year for  professional
services provided by Baumann, Raymondo & Company, P.A.

<Page>
PART IV.

Item 15.  Exhibits, Financial Statement Schedules.

    Exhibits                                                                Page

    (2) Plan of purchase, sale, reorganization, arrangement,
        liquidation, or succession

    (3) Articles of incorporation and by-laws

       (i)   Articles of Incorporation filed August 9, 1990 *               None

       (ii)  By-Laws. *                                                     None

       (iii) Certificates of Amendment to the Articles of
              Incorporation  filed November 18, 1993 and
              September 24, 1993. *                                         None

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

        (a) Specimen Share Certificate for Common Stock. *                  None

    (6)  No exhibit required                                                 N/A

    (9)  Voting Trust Agreement and amendments                              None

    (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. *                                    None

        (10.2)  Lease Agreement dated July 7, 1994**.                       None

        (10.3)  Consulting Agreement dated July 29, 1994 between
                 the Company and Yellen Associates. *                       None

        (10.4)  License Agreement dated December 20, 1994 between
                 the Company and Herbe Wirkstoffe GmbH. *                   None

        (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 June 30, 1995.**                             None

<PAGE>

        (10.6)  Extension of Agreement between the Company and Herbe
                 Wirkstoffe GmbH.***                                        None
        (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****

    (11)  Statement re: computation of per share earnings              Note 1(k)
                                                                    to Financial
                                                                      Statements

    (12)  No exhibit required                                                N/A

    (13)  Annual report to security holders for the last
          fiscal year, Form 10-Q or 10-QSB or quarterly report
          to security holders

    (14)  Code of Ethics

    (16)  Letter on changes in certifying accountant***                     None

    (18)  Letter on change in accounting principles                         None

    (21)  Subsidiaries of the small business issuer                         None

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

    (23)  Consent 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

    (100) XBRL-Related Documents


     *  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.

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                              CTD HOLDINGS, INC.


                                            By: /s/ C.E. Rick Strattan
                                               ---------------------------------
                                                  C.E. RICK STRATTAN,
                                                  Chief Executive Officer
                                                  Chief Operating Officer
                                                  Principal Accounting Officer
                                            Date: March 31, 2010

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


                                            By: /s/ C.E. Rick Strattan
                                               ---------------------------------
                                                  C.E. RICK STRATTAN
                                                  Chief Executive Officer
                                                  Chief Operating Officer
                                                  Principal Accounting Officer
                                                  Director
                                            Date: March 31, 2010

                                            By: /s/ George L. Fails
                                               ---------------------------------
                                                  GEORGE L. FAILS
                                                  Director
                                            Date: March 31, 2010

                                            By: /s/ Louis S. Weltman
                                               ---------------------------------
                                                  LOUIS S. WELTMAN
                                                  Director
                                            Date: March 31, 2010