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, 2008

( ) 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

                                      None

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:  $751,176

     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: $640,825 based on the average high $.07 and low $.04 price as of
June 30, 2008, of $.06 per share.  (See definition of affiliate in Rule 12b-2 of
the Exchange Act.)

     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:  26,542,438 shares
of Common Stock as of February 28, 2009.

<PAGE>
PART I

Item 1.  Business.

     CTD  Holdings,  Inc.  ("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 CDs and to  introduce  products  with little or no
regulatory  burden in order to minimize product  expenses and create  profitable
revenue.

     We  currently  sell our products  for use in the  pharmaceutical,  food and
industrial chemical industries.

<PAGE>

CD Market

     The food additive industry has been  experimenting with CDs for many years.
Now that  commercial  supply of these  materials  can be assured and  regulatory
approval is in place,  the Company  believes  the food  additive  industry  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 five years,  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.  Oral
arguments  for   regulatory   approval  by  the  United  States  Food  and  Drug
Administration  ("FDA") have been accepted. As of November 3, 1997, BCD use as a
food  additive in 10  categories  of food products was confirmed to be generally
recognized as safe (GRAS).

     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). These uses will grow as the
price of the manufactured CDs decrease or are perceived as acceptable in view of
the value added to the products. In 2001 Janssen Pharmaceutica,  a subsidiary of
Johnson  &  Johnson  received  approval  to  market  Sporanox(r),  an  oral  and
injectable formulation containing hydroxypropyl BCD.

     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. In addition to these product
lines,  the Company  introduced  Garlessence(R)  in the fourth  quarter of 1995.
Garlessence is the first ingestible product containing CDs to be marketed in the
U.S. The Company also provides consulting services,  research coordination,  and
the use of CD Infobase(TM),  a comprehensive database of CD related information.
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). These properties add to
the  intangible  asset  value  of the  Company.  Since  2000,  our  Web  Site 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 Chemie - Munich, Germany; Nihon Shokuhin Kako - Tokyo, Japan;
Roquette Freres - Le Strem, France;  Cerestar Inc. - Hammond IN, USA. 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.

     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
and personal  products  industries while continuing to build on our successes in
the pharmaceutical industry.

     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,  areas in which it believes it has
few equals.

     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.

     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 countries where current  regulatory views
include CDs as natural  products  acting as excipients  to introduce  beneficial
pharmaceuticals improved by CDs.

     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.  Therefore,  the Company will work with
the food companies and key university food research groups to initially evaluate
non-taste  applications.  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 a significant 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  and  thereby  strengthen  our  competitive  advantage.   CTD  Holdings
continues to consider Cyclolab as a potential acquisition, even after the failed
2006 effort due to  misrepresentation  by  potential  investors  that has led to
continuing litigation. Cyclolab will certainly play a leading role in the future
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  three  persons  on a full time  basis.  None of the
Company's  employees belong to a union. The Company believes  relations with its
employees are good.

Item 1A. Risk Factors.

<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.

     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 limits of  insurance  coverage  are
adequate for the Property.

     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, 2007,  are 21.1152 mils and $2,890.68,
respectively.


Item 3.  Legal Proceedings.

None.


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

     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  will not pay any cash  dividends  on its common  stock in 2006
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. (referred to as the "Company," "CTD," or "we," "us," and
"our") 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 for our current order quantities are making domestic sources more
competitively  priced.  To add value to our products,  we maintain a database of
patented  and patent  pending  uses of  cyclodextrins  as recorded by the United
States  Patent & Trademark  Office.  We also  maintain a database  that includes
patents  issued in many  other  countries  of the  World.  This  information  is
available to our  customers.  We also offer our  customers  our knowledge of the
properties and potential new uses of cyclodextrins and complexes.

     As most of our customers use our  cyclodextrin  products in their  research
and development activities,  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.
<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.  Share of
Series A  Preferred  Stock are  entitled  to one vote more than  one-half of all
votes  entitled to be cast by all holders of voting capital stock of the Company
on any matter  submitted  to holders of common  shares so as to ensure  that the
votes  entitled  to be cast by the  holder of the Series A  Preferred  Stock are
equal to at least a majority  of the total of all votes  entitled  to be cast by
the holders of common shares. In 2004, we issued one share of Series A Preferred
Stock to C.E.  Strattan,  our majority  shareholder  in exchange  for  1,029,412
shares of common  stock held by him,  which he  voluntarily  surrendered  to the
Company  and  were  cancelled.   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  reporting  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".  Currently,  the  Company  has  received  a  verbal  offer  from a
representative  of Eline whereby each party would waive its rights and claims in
regard to the  other.  The  Company's  Board of  Directors  is  considering  its
response.

     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.  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,  short-term  investments and certificates of deposit decreased to
$277,000 as of December 31,  2008,  from  $310,000 at December  31,  2007.  This
decrease was due primarily to significantly unusual uses of cash in 2008 such as
increasing  inventory  by  $102,000,  retiring  the  mortgage on our property of
$140,000,  $59,000  for patent  database  development  and  $25,000 to  purchase
equipment and improve our physical  facilities.  We have not  experienced and do
not  expect to have any  valuation  issues or  access  restrictions  to our cash
accounts and short-term investments.

     Our working  capital was $444,000 at December 31, 2008 compared to $504,000
at  December  31,  2007.  Our cash flow  from  operations  for 2008 was  $65,000
compared to $370,000 for 2007.  The decreased  cash flow from  operations is due
primarily to decreased sales and an increase in inventory.

     We had accumulated  almost $500,000 in cash through January 2008,  which is
in excess of our requirements  for normal  operations and capital  projects.  We
determined  the best  use of our  additional  cash  was to pay off the  $140,000
mortgage on our property,  which we did in February 2008. This reduces  interest
expense $850 per month.  We also  significantly  increased our inventory for our
two most  profitable  bulk  products.  In April 2008, we ordered  $46,000 of the
product HPB from a Japanese supplier, and in July 2008 we ordered $80,000 of the
product Methyl-Beta from a German supplier.  We increased our inventory of these
two products based on our estimate of future industry purchase trends and recent
product inquiries from our larger  customers.  These products have a three month
or more lead time to  acquire  from our  suppliers  in the  quantity  purchased.
Because we now have these products in stock, we have an increased opportunity to
fill any large orders we may receive.  Due to increased  shipping  costs,  it is
also less costly to buy and ship larger quantities from our suppliers.  If these
large orders do not  materialize,  we can sell this product in the normal course
of business. Our current inventory of these two product represents approximately
two years of our historical sales volume of these products.

     In October  2008,  we  announced  a plan to  repurchase  up to  $150,000 of
currently  outstanding  common stock. We have not determined the exact timing of
these share repurchases.

     We have $1,275,000 in net operating loss  carryforwards that can be used to
offset  our  current  and  future  taxable  net income and reduce our income tax
liabilities.  However, $640,000 of those net operating losses expire in 2009 and
2010 and management  does not believe it will be able to fully utilize these net
operating  losses  before they  expire.  In 2008,  we  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.  In 2007,  we recognized
$450,000 in deferred tax assets as the result of reducing our deferred tax asset
valuation allowance to 0% from 100%.

<PAGE>

Operating Results

     Sales  decreased  34% to  $495,000 in 2008 from  $751,000 in 2007.  This is
after 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)
was  consistent at $99,000 in 2008  compared to $101,000 for 2007.  For 2008, we
had a net loss of  $(413,000),  which  included  a  deferred  tax  provision  of
$200,000,  compared to net income of  $654,000,  which  included a deferred  tax
benefit of $45,000, in 2007.

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

     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 are working hard to increase revenues to balance
these new  expenses,  but cannot be sure such effort will be enough in the short
term to sustain profitable financial performance.

     Beginning in 2003, we began  improvements  and renovations of our corporate
office and have invested  $148,000  through  December 31, 2008.  During the year
ended December 31, 2008, we capitalized $25,000 of improvements including paving
the first 300 feet of our  driveway.  Currently we are  conducting  an extensive
survey of our 40 acres of property and existing  facilities in  preparation  for
developing a total site plan for our Research Park facility. In 2009, we plan to
renovate  three  existing  structures  to  be  an  inventory  warehouse  and  an
educational auditorium at a estimated cost of $60,000. These buildings have been
previously  idle.  Over the next five years, we plan to renovate or construct at
least six buildings for an estimated cost of $150,000.

     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.

     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>

     We issued  5,718,147  shares and  5,118,750  shares of our common  stock to
officers and employees for compensation  earned under employment  agreements for
2008 and 2007, respectively.

     We have no off-balance sheet arrangements as of December 31, 2008.

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.  During 2006, the Company
recorded a $12,500  impairment  allowance for an autoclave not currently used in
the Company's operation. In 2007, we removed the autoclave from the building and
sold it in 2008.  We are  currently  renovating  one  building  to be used as an
inventory  warehouse and the other two are being  combined and renovated to make
an auditorium.

<PAGE>

Valuation Allowance on Deferred Tax Assets

     SFAS 109,  "Accounting  for Income Taxes" 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 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.

     For 2007,  we reported net income  before taxes of  $204,000.  In 2007,  we
reduced our valuation allowance of our deferred tax asset to 0% from 100% due to
our current and expected  future  profitability,  and recorded a $450,000 income
tax benefit and deferred tax asset.  Our sales level has  increased to an amount
that supports expected profitability on a continuing basis for at least the next
three to five years.  During 2006, we  maintained  our  historical  deferred tax
asset  valuation  allowance  at 100%  based on the  Company's  history  of prior
losses,  and our  sales  volatility  that  collectively  reduces  the  chance of
realization of our deferred tax assets.

     The range of possible  judgments  relating to the valuation of our deferred
tax asset is very wide.  For example,  in 2005 and 2006, we have  determined the
weight of available  evidence  did not support a decision  that a portion of our
deferred  tax assets will be  realized,  resulting  in a valuation  allowance of
100%.  Alternatively,  if we had concluded that the weight of available evidence
supported a decision  that  substantially  all of our deferred tax assets may be
realized,  we would have a  substantial  income tax benefit in our  statement of
operations prior to 2007.

     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  fright 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>

2008 Compared to 2007

     Total product sales for 2008 were $495,000,  a 34% decrease over 2007 sales
of $751,000.  2007 was a record sales year for the Company.  Sales for 2008 were
the 3rd highest sales reported in the company's  history.  The decrease in sales
from 2008 to 2007 was more of a return to normal  historical  sales levels.  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 2008, our four largest  customers  accounted for 51% of
our sales;  the largest  accounted for 20% of sales.  In 2007,  our four largest
customers  accounted  for 59% 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 common 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) remained consistent at $99,000 for 2008 compared to
$101,000  for 2007.  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 2007 to 2008. We have not experienced  significant increases in
material costs during 2008.

     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. Our main  supplier of fine  chemicals
and  complexes is located in Hungary.  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 have increased 35% to $370,000 for 2008, from $274,000 for
same period in 2007. This increase is due primarily to an increase in the annual
salary and monthly stock  compensation  paid to our president.  We also added an
additional office employee during the third quarter of 2008.

     Professional  fees are  comparable at $101,000 for 2008,  from $104,000 for
2007.  Legal fees were  higher than  historical  levels from 2007 to 2008 as the
result of our lawsuit with Eline Entertainment  Group, Inc. We continue to incur
legal  expenses and we may incur  significant  future legal fees related to this
lawsuit.

     Office and other  expenses are  comparable  at $34,000 and $37,000 for 2008
and  2007,  respectively.  Most  of our  office  related  expenses  do not  vary
significantly from quarter to quarter.

     Amortization and depreciation is comparable at $23,000 and $24,000 for 2008
and 2007,  respectively.  We expect  similar  expenses in future periods as the
result of our office renovations, improvements and additions.

     Freight and shipping  decreased  17% to $14,000 for 2008,  from $17,000 for
2007,  due to  decreased  sales  volume.  Freight and  shipping is  dependent on
frequency of ordering  products for inventory  and frequency of sales.  However,
shipping costs, in general, have increased from 2007.

     Investment and other income increased 17% to $28,000 for 2008, from $24,000
for 2007. This increase is due primarily to interest income on increased average
cash balances in 2008,  although we have experienced lower interest rates on our
investments during 2008.

     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 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.  In 2007, we reduced the valuation
allowance  of our  deferred  tax asset  from 100% to 0% due to our  current  and
expected  future  profitability,  and recorded a $450,000 income tax benefit and
deferred tax asset.  Prior to December 31,  2007,  we recorded a 100%  valuation
allowance on our net deferred tax asset.

<PAGE>

     We recognized a net loss of $(413,000)  for 2008 compared to net income for
2007 of $654,000.

     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, P.A.
                         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,  2008 and 2007,  and the  related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended December 31, 2008 and 2007. 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  audit  provided  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,  2008 and 2007,  and the  results of their
operations  and their cash flows for the years ended December 31, 2008 and 2007,
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,
2008 included in the accompanying  management's  report on internal control and,
accordingly, we do not express an opinion thereon.

\s\ Baumann, Raymondo & Company, P.A.

Baumann, Raymondo & Company PA
Tampa, Florida
March 20, 2009

<PAGE>
                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                            DECEMBER 31,2008 and 2007


                                     ASSETS

                                                          2008        2007
CURRENT ASSETS                                       -----------   -----------
 Cash and cash equivalents                          $    276,669 $     209,981
 Certificate of deposit                                        -       100,000
 Accounts receivable                                      27,794        85,434
 Inventory                                               209,975       107,624
 Deferred tax asset                                            -        75,000
 Investment due from related party                             -           853
 Other current assets                                      2,000         2,442
                                                     -----------   -----------
     Total current assets                                516,438       581,334
                                                     ------------  -----------
PROPERTY AND EQUIPMENT, NET                              442,784       437,435
                                                     ------------  -----------
OTHER
 Certificates of deposit                                       -       163,985
 Loan to shareholder/officer                              17,069             -
 Deferred tax asset                                      250,000       375,000
 Intangibles, net of accumulated amortization
 of $5,000 and $5,910 at December 31, 2008
 and 2007, respectively                                    5,000        40,967
                                                     ------------  -----------
     Total other assets                                  272,069       579,952
                                                     ------------  -----------
TOTAL ASSETS                                        $  1,231,291 $   1,598,721
                                                     ============  ===========

The accompanying notes to consolidated financial statements are an integral part
of this statement.

                                     F-2

<PAGE>


                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2008 and 2007
                                   (Continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        2008           2007
 CURRENT LIABILITIES                                -----------   ------------
 Accounts payable and accrued expenses             $     72,125   $     73,664
 Current portion of long-term debt                            -          3,942
                                                    -----------   ------------
      Total current liabilities                          72,125         77,606
                                                    -----------   ------------
LONG-TERM LIABILITIES
  Long-term debt, less current portion                        -        136,132
  Loan from officer                                           -         21,330
                                                    -----------   ------------
      Total long-term liabilities                             -        157,462
                                                    -----------   ------------

STOCKHOLDERS' EQUITY
 Common stock, par value $.0001 per share,
 100,000,000 shares authorized,26,542,438 and
 20,824,291 shares issued and outstanding as of
 December 31, 2008 and 2007, respectively                 2,654          2,083
 Preferred stock, par value $.0001 per share,
  5,000,000 shares authorized; Series A, 1 share
  issued and outstanding                                      -              -
 Additional paid-in capital                           3,238,911      3,030,737
 Accumulated deficit                                 (2,082,399)    (1,669,167)
                                                    -----------    -----------
     Total stockholders' equity                       1,159,166      1,363,653
                                                    -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  1,231,291   $  1,598,721
                                                   ============     ==========

The accompanying notes to consolidated financial statements are an integral part
of this statement.

                                     F-3

<PAGE>

                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

                                                        2008           2007
                                                   -------------  ------------
PRODUCT SALES                                      $     494,937  $    751,176
                                                   -------------  ------------

EXPENSES
 Personnel                                               370,449       273,605
 Cost of products sold (exclusive
  of depreciation and amortization,
  shown separately below)                                 99,319       100,956
 Professional fees                                       101,164       103,816
 Office and other                                         34,012        37,315
 Amortization and depreciation                            22,869        24,368
 Freight and shipping                                     14,432        17,447
 Loss on disposal of equipment                                 -         3,341
 Abandoned patent database costs                          92,166             -
                                                   -------------  ------------
                                                         734,411       560,848
                                                   -------------  ------------
Operating income (loss)                                (239,474)       190,328
                                                   -------------   -----------

OTHER INCOME (EXPENSE)
 Investment and other income                              28,058        23,974
 Interest expense                                         (1,816)      (10,748)
                                                   -------------   -----------
     Total other income (expense)                         26,242        13,226
                                                   -------------   -----------
NET INCOME (LOSS) BEFORE INCOME TAXES                   (213,232)      203,554

INCOME TAX BENEFIT (EXPENSE)                            (200,000)      450,000
                                                   -------------   -----------
NET INCOME (LOSS)                                  $    (413,232)  $   653,554
                                                   =============   ===========

NET INCOME (LOSS) PER COMMON SHARE:                $        (.02)  $       .04
                                                   =============   ===========
 Weighted average number of
  common shares outstanding                           23,533,349    17,919,985
                                                   =============   ===========

The accompanying notes to consolidated financial statements are an integral part
of these statements.





                                     F-4
<PAGE>


<TABLE>
                               CTD HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
<CAPTION>
                                       COMMON STOCK             PREFERRED STOCK     ADDITIONAL                       TOTAL
                                                                                     PAID-IN       ACCUMULATED    STOCKHOLDERS'
                                    SHARES       PAR VALUE    SHARES   PAR VALUE     CAPITAL         DEFICIT         EQUITY
                                  -----------   -----------  --------  ----------  -----------   --------------   ------------
<S>                               <C>           <C>          <C>       <C>         <C>           <C>              <C>
Balance,
December 31, 2006                  15,705,541   $     1,571         1  $        -  $ 2,881,262   $   (2,322,721)  $    560,112

Shares issued under
employment agreements               5,062,501           506         -           -      148,097                -        148,603

Shares issued for services             56,249             6         -           -        1,378                -          1,384

Net income                                  -             -         -           -            -          653,554        653,554

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
                                  ===========   ===========  ========  ==========  ===========     ============    ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.
                                       F-5


<PAGE>
                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                           DECEMBER 31, 2008 AND 2007

                                                           2008         2007
                                                       -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                     $ (413,232)  $   653,554
                                                       -----------  -----------
 Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
   Depreciation and amortization                            22,869       24,368
   Loss on disposal of equipment                                 -        3,341
   Stock compensation to employees                         208,745      149,987
   Abandoned patent database costs                          92,166            -
   Deferred income tax assets                              200,000     (450,000)
 Increase or decrease in:
   Accounts receivable                                      57,640      (26,325)
   Inventory                                              (102,351)     (27,877)
   Other current assets                                        442       21,671
   Accounts payable and accrued expenses                    (1,539)      21,498
                                                       -----------  -----------
        Total adjustments                                  477,972     (283,337)

                                                       -----------  -----------
    Net cash provided by operating
    activities                                              64,740      370,217
                                                       -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                        (25,164)     (51,388)
 Purchase of certificate of deposit                              -     (263,985)
 Redemption of certificate of deposit                      263,985            -
 Patent database developed                                 (59,253)     (32,913)
 Redemption (Investment) with related party                    853      134,687
 Loan to shareholder                                       (17,069)           -
 Payment received from loan to shareholder                       -       16,514
                                                       -----------  -----------
    Net cash provided by (used in) investing               163,352     (197,085)
    activities                                         -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Payments on long-term debt                              (140,074)      (8,110)
  Payments on loan payable to stockholder                  (21,330)           -
  Receipt of loan from shareholder                               -       21,330
                                                       -----------  -----------
    Net cash provided by (used in) financing
    activities                                            (161,404)      13,220
                                                       -----------  -----------
Net increase in cash and cash equivalents                   66,688      186,352

CASH AND CASH EQUIVALENTS, beginning of period             209,981       23,629
                                                       -----------  -----------
CASH AND CASH EQUIVALENTS, end of period               $   276,669  $   209,981
                                                       ===========  ===========

                                       F-6
<PAGE>

                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                           DECEMBER 31, 2008 AND 2007
                                   (Continued)

                                                         2008         2007
                                                     ------------  ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                               $     1,816   $     10,748
                                                     ===========   ============
Cash paid for income taxes                           $         -   $          -
                                                     ===========   ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY

  Common stock issued to employees for services      $   208,745   $    149,987
                                                     ===========   ============

The accompanying notes to consolidated financial statements are an integral part
of these statements.


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

(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  subsidiary.  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).  In accordance with Statement of
Financial  Accounting  Standards  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be  Disposed  Of," 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 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 2008 or 2007.

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

     (l)  DEFERRED  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.

     (m) NET INCOME (LOSS) PER COMMON SHARE - Net income (loss) per common share
is computed in  accordance  with the  requirements  of  Statement  of  Financial
Accounting Standards No. 128 (SFAS 128). SFAS 128 requires net income (loss) per
share  information  to be  computed  using a simple  weighted  average of common
shares  outstanding  during  the  periods  presented.  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  follows the  requirements  of
Statement of Financial Accounting Standard No. 123(R) "Share-Based Payment." The
Company  has  employment  agreements  which  call  for  stock to be  awarded  to
employees each month. The Company  recognizes an expense equal to the fair value
of the stock  determined  using the average stock closing  trading price for the
month  multiplied by number of shares  awarded for that month.  The 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.

<PAGE>

     (o)  RECLASSIFICATIONS  - Certain amounts in the 2007 financial  statements
have  been  reclassified  for  comparative  purposes  to  conform  with the 2008
presentation.

     (p) NEW  ACCOUNTING  PRONOUNCEMENTS  - The Financial  Accounting  Standards
Board ("FASB") has issued several new standards, which have implementation dates
subsequent to the Company's  year end.  Management  does not believe that any of
these new standards  will have a material  impact on the Company's  consolidated
financial  position,  results  of  operations  or cash  flows.  The FASB  issued
Interpretation  No.  48  ("FIN  48"),  which  clarifies   generally   acceptable
accounting principles for recognition,  measurement, presentation and disclosure
relating to uncertain tax  positions.  As permitted by FIN 48 (as amended),  the
Company has  elected to defer the  application  of FIN 48 until  issuance of its
December 31, 2009 consolidated financial statements.  For consolidated financial
statements  covering  periods  prior to calendar  2009,  the  Company  evaluates
uncertain  tax  positions  in  accordance  with  existing   generally   accepted
accounting  principles  and makes  such  accruals  and  disclosures  as might be
required thereunder.

     (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

     For 2009, the Company has employment agreements with two officers for total
monthly  salaries of $10,000.  In addition,  the officers are awarded  shares of
common stock each month. The number of shares due is equal to $13,500 divided by
eighty  percent of the closing price of the  Company's  common stock on 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.

     For 2008, the Company had employment agreements with two officers for total
monthly  salaries of $10,000.  In addition,  the officers are awarded  shares of
common stock each month. The number of shares due is equal to $13,500 divided by
eighty  percent of the closing price of the  Company's  common stock on 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.

     For 2007, the Company had employment agreements with two officers for total
monthly  salaries of $5,500.  In addition,  each month the President was awarded
shares of common  stock.  The number of shares  awarded was equal to a specified
dollar  amount  divided by eighty  percent of the closing price of the Company's
common  stock on the last day of each  month.  For the  period  January 1, 2007,
through  June 30,  2007,  the amount was  $6,500.  For the period  July 1, 2007,
through  December 31, 2007,  the amount was $11,500.  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 number of shares awarded for
that  month.  The stock is  subject  to  trading  restrictions  under  Rule 144.
Beginning July 2007, the Company also issued shares to one of its employees. The
number of shares due was equal to $200 divided by eighty  percent of the closing
price of the Company's common stock on the last day of each month. For 2007, the
Company  awarded  5,118,750  shares and  recognized an expense of  approximately
$150,000 for stock awarded under these arrangements.

<PAGE>

    On  February  7, 2007,  Registrant  and C.E.  Rick  Strattan  filed suit in
Circuit Court in Palm Beach County,  Florida,  (Case Number  2007CA001818XXXXMB)
seeking the return of the Class A Preferred  Share and damages  from  defendants
Eline  Entertainment  Group,  Inc., Eline Holding Group,  Inc.,  Yucatan Holding
Company,  Steven  T.  Dorrough,  Jayme  Dorrough,  and Barry  Rothman,  based on
representations  made in  connection  with the Share  Exchange  Agreement  dated
August 11, 2005, as amended and the enforcement of the agreement.

(3) PROPERTY AND EQUIPMENT

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

                                                       2008             2007
                                                   ----------       -----------
         Land                                     $    80,000      $     80,000
         Buildings and improvements                   418,978           413,565
         Machinery and equipment                       23,046            22,218
         Office furniture and equipment                51,705            51,256
                                                  -----------      ------------
                                                      573,729           567,039

         Less: accumulated depreciation               149,419           129,604
                                                  -----------      ------------
                                                      424,310           437,435

         Construction in progress                      18,474                 -
                                                  -----------      ------------

         Property and equipment, net              $   442,784      $    437,435
                                                  ===========      ============


<PAGE>

(4) 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  $279,832  and  $472,763  at  December  31,  2008 and 2007,
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 food and  pharmaceutical  companies located primarily
in the United States and the United Kingdom.  Three customers  accounted for 77%
of the accounts receivable balance at December 31, 2008. Two customers accounted
for 82% of the accounts receivable balance at December 31, 2007. The Company has
no policy  requiring  collateral  or other  security  to  support  its  accounts
receivable.

     (c)  INVESTMENT  WITH RELATED PARTY - The Company has an oral agreement for
investment  services with a nonprofit  organization.  The Company's president is
also the president of the nonprofit organization.  The funds are invested by the
nonprofit in a money market account.  The Company earns a proportional  share of
the  interest  earned in the  account.  The Company  has no policy of  requiring
collateral or other security to support this amount.

                                       F-8

<PAGE>

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

(5) MAJOR CUSTOMERS AND SUPPLIERS:

     In 2008, two major customers  accounted for 37% of total sales.
     In 2007, three major customers accounted for 49% of total sales.

     Substantially  all  2008 and  2007  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.

(6) LONG-TERM DEBT:

     The Company paid its mortgage  payable in full during 2008.  Long-term debt
as of December 31, 2007  consisted of a $140,074  mortgage note payable to bank,
with payments of $1,163 due monthly  including  principal and interest at 7.25%,
which was collateralized by land and buildings with a cost of $210,000.
<PAGE>


(7) 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 and this amount is
outstanding  at December  31,  2008.  Payments of $2,000 are due monthly in 2009
under a verbal  arrangement.  The loan is unsecured  and interest  accrues at 4%
beginning January 1, 2009.

     During 2007,  the President (who is also the majority  common  stockholder)
loaned the Company $29,000 plus accrued  interest of $131. The loan is unsecured
and interest accrues at 5%. The loan was reduced by $7,801 due to the Company by
the President.



(8) FAIR VALUE OF FINANCIAL INSTRUMENTS:

     Statement of Financial Accounting Standards No. 107 "Disclosures about Fair
Value of Financial  Instruments" 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>

(9) INCOME TAXES:

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standard No. 109 "Accounting for 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, 2008,  unused  operating  loss
carryforwards  totaling  approximately  $ 1,275,000 that may be applied  against
future taxable income. If not used, the carryforwards will expire as follows:

         Year Ending

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

             2009                               $   420,000
             2010                                   195,000
             2017                                   206,000
             2020                                   280,000
             2021                                    71,000
             2024                                    66,000
             2025                                    37,000
                                                -----------
             Total                              $ 1,275,000
                                                ===========

<PAGE>

     If  all  of the  operating  loss  carryforwards  and  temporary  deductible
differences  were  used,  the  Company  would  realize a  deferred  tax asset of
approximately  $430,000 based upon expected income tax rates. Under Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income  Taxes",  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 2008,  management increased the valuation allowance of our deferred tax
asset to 47% from 0% due to the  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.

     For 2007,  management  reduced the valuation  allowance of our deferred tax
asset to 0% from 100% due to our current and expected future profitability,  and
recorded a  $450,000  income  tax  benefit  and  deferred  tax asset.

     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:

                                                 2008          2007
                                             ----------    ----------
Current income tax benefit (expense)         $  25,000     $ (45,000)

Tax benefit (expense) of temporary             (45,000)      (21,000)
differences

Tax benefit of operating loss carryforwards          -         66,000

Decrease (increase) in valuation allowance    (180,000)       450,000

                                             ----------    ----------
Total net tax benefit (expense)              $(200,000)    $  450,000
                                             ==========    ==========


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

                                                 2008          2007
                                             ----------    ----------
Deferred tax assets
Net operating loss carryforwards             $  380,000    $  405,000
Stock-based compensation expense                 47,000        42,000
Depreciation and amortization expense             3,000         3,000
                                             ----------    ----------
Total deferred tax assets                       430,000       450,000
Less valuation allowance                       (180,000)            -
                                             ----------    ----------
     Deferred tax assets, net of valuation      250,000       450,000
                                             ----------    ----------

Deferred tax liabilities                              -             -

                                             ----------    ----------
Net tax assets                               $  250,000    $  450,000
                                             ==========    ==========


     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:

                                                 2008          2007
                                             ----------    ----------
Tax provision at Federal statutory rate      $   25,000    $ (101,000)
Effect of State taxes                             5,000       (15,000)
Valuation allowance - net operating loss       (180,000)      400,000
Change in expected income tax rate               (3,000)      173,000
Stock-based compensation                        (47,000)       (7,000)
                                             ----------    ----------
Total tax benefit (provision)                $ (200,000)   $  450,000
                                             ==========    ==========

<PAGE>

(10) PREFERRED STOCK

     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 of 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.  Effective  August 11, 2005, the  outstanding  share of the Company's
Series A Preferred  Stock was  acquired by Eline  Entertainment  Group,  Inc. In
September 2006, the Company's majority common shareholder  demanded the transfer
to him of the one share of Series A  preferred  stock in  exchange  for  100,000
shares of Eline Entertainment Group, Inc. alleging breach of contract. The share
certificate of Series A Preferred Stock is in the possession of the Registrant.

     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.

(11)  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 44% 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.

     For 2007, management reduced its valuation allowance to 0% from 100% due to
our current and expected  future  profitability,  and recorded a $450,000 income
tax benefit and deferred tax asset in the fourth quarter of 2007.

                                      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.

     Two (2) 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        Principal Occupation         Year First Became
                                                                      Director

C.E. Rick Strattan      62        President, CEO and Chairman             1990

George L. Fails         63        Operations Manager                      2001

     C.E.  Rick  Strattan,  President,  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,  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.

<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       2008    $ 84,000        -0-        -0-       $189,822.00 (4)        -0-          -0-          -0-
President, CEO           2007    $ 36,000  $ 25,000         -0-       $148,603.00 (3)        -0-          -0-          -0-
Chairman                 2006    $ 36,000        -0-        -0-       $ 69,654.00 (1)        -0-          -0-          -0-

George L. Fails          2008    $ 36,000        -0-        -0-       $ 15,186.00 (5)        -0-          -0-          -0-
Operations Manager       2007    $ 30,000        -0-        -0-                -0-           -0-          -0-          -0-
                         2006    $ 22,800        -0-        -0-       $ 13,931.00 (2)        -0-          -0-          -0-

   (1) Reflects grant of 1,493,229 shares
   (2) Reflects grant of   298,644 shares
   (3) Reflects grant of 5,062,501 shares
   (4) Reflects grant of 5,201,033 shares
   (5) Reflects grant of   415,925 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.

<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.

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 27, 2009, 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   .......................   14,704,999              55.40%
4123 N.W. 46th Avenue
Gainesville, FL 32606

George L. Fails.............................    1,157,016               4.36%
2420 N.W. 142nd Avenue
Gainesville, FL 32609

All Officers and Directors as a group ......   15,862,015              59.76%

<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.

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 Company  owes the  stockholder  $21,330 at December  31,
2007. The loan is unsecured and interest accrues at 5%. Interest expense related
to the loan totaled $131 for the year ended December 31, 2007.

<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 $33,250.00.

<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 27, 2009

     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 27, 2009

                                            By: /s/ George L. Fails
                                               ---------------------------------
                                                  GEORGE L. FAILS
                                                  Director
                                            Date: March 27, 2009