U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

                   For the fiscal year ended December 31, 2003

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                            OF 1934 (No Fee Required)

              For the transition period from _________ to _________

                         Commission file number 0-24930

                               CTD HOLDINGS, INC.
                 (Name of small business issuer 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)

                     Issuer's telephone number: 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:

<PAGE>

                              Class A Common Stock

                                (Title of class)

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will 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-KSB
<PAGE>

or any amendment to this Form 10-KSB ( )

     State issuer's revenues for its most recent fiscal year:  396,428.

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  at the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days:  $1,424,349  based on the average  high ($.50) and low ($.40)  price as of
March 26, 2004, of $.45 per share.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date: 5,791,220 shares of Common Stock
as of March 26, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format (Check One): Yes No X


PART I

Item 1.  Description of 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.

<PAGE>

     We believe that the  application of CDs in both OTC and ethical  ophthalmic
products  provides  the greatest  financial  opportunity  in the  pharmaceutical
industry  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
its own manufactured and licensed products containing CDs.

       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.

     The Company's  strategy is to acquire  companies that are just beginning to
apply CD technology in current product lines. By applying CTD, Inc.'s  expertise
in all  relevant  areas of CD  applications,  providing  new  products  from the
Company's portfolio of CD-containing  products, and assisting in the infusion of
new  capital for the  marketing  and  distribution  of the  acquired  business's
products,  the Company intends to grow the acquired business and then sell it or
spin it off as a public company.

The Company's current  acquisition areas of interest are 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 that 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 and in Europe for at least 15 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).  As of December  2002, BCD
and GCD have been approved as GRAS for use in the United States; ACD will follow
by 2005.  BCD is acceptable  for use in  pharmaceuticals  in the United  States,
Europe and Japan.

     Applications  of CDs in  personal  products  and for  industrial  uses have
appeared in many patents and patent  applications.  Proctor & 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 are already
growing  as the price of the  manufactured  CDs  decrease  and are  increasingly
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 two dozen  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 10 times that of the CD itself.

CD Products

     CTD, Inc.'s CD products include Trappsol(R), Aquaplex(R), and AP(TM)-Flavor
product lines. The Trappsol product line consists of approximately 250 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 the  leading
Cyclodextrin information site on the Internet.

     CTD  purchases  CD's  from  commercial   manufacturers   around  the  world
including:  Wacker Chemie - Munich, Germany;  Ensuiko Sugar Refining Co., Ltd. -
Yokohama, Japan; 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
<PAGE>

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 and fine  chemicals when those
items are not proprietary or restricted by the customer.

       Business Strategy

     Our  strategy is to  generate  substantial  growth of  revenues  and assets
through sales of acquired companies selling CD-related goods and services.

     From  inception  through the current year,  sales of CDs and CD derivatives
by CTD, Inc. (a wholly-owned  subsidiary of the Company) 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.

     Presently,  sales of CD  complexes  represent  almost all of the  Company's
revenues.  Transition  to  the  more  value-added  complexes  continues  and  is
desirable for increased profitability since higher margins can be maintained for
these products.  While the bulk price of  commercialized  CD's has gone down, it
appears that CTD, Inc.'s expanding the CD product line has

compensated for the necessary  competitive price reductions.  CTD, Inc. had more
than 30  customers  in 2003,  receiving  more than $1,000 of  products  and four
customers of that 30 that purchased an average of $70,000 of products.  All were
repeat customers of at least three years.

     The Company intends to concentrate its business  development efforts in the
ophthalmic  pharmaceutical  and  environmental  industries  while  continuing to
solidify its technical leadership position.

     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  with its  acquisitions.  Because of its
comprehensive  technical  and patent  database for  CD-related  inventions,  the
Company believes it is
<PAGE>
uniquely   positioned  to  take  advantage  of  constantly   evolving  licensing
situations.

Marketing Plan

     We believe that the failure of businesses to exchange  information about CD
molecules has hindered a more rapid commercialization of CDs as safe excipients.
We believe that our  philosophy of partnering and sharing will act as a catalyst
to create momentum  overcoming the inertia created by the previous  conservatism
and secrecy.

     CTD,  Inc.'s  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 WEB Page and
"site" on the world-wide web and obtaining a unique and descriptive domain name:
"cyclodex.com".

     We intend to work with clients in countries whose 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.

     The Company intends to generate additional revenue through obtaining rights
to certain patents that it will sublicense to appropriate  organizations or that
it will  use to  help  acquired  companies  to  develop  their  own  proprietary
products.  Revenue for these acquired companies 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.

     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
food-related 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 CDs) NMCDs.

<PAGE>

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.

     We intend to form a more  formal  business  relationship  with  Cyclolab in
Hungary by creating a Cyclolab-USA  laboratory  facility and thereby  strengthen
our competitive  advantage.  Discussions  between the principals of Cyclolab and
CTD have been ongoing for more than 5 years. Potential  relationships which have
been  discussed  include joint  venture  arrangements,  the  Company's  outright
acquisition  of Cyclolab  and the  employment  of Cyclolab  personnel  to create
Cyclolab-USA.  There is no  assurance  that the Company  will be able to reach a
formal business relationship with Cyclolab.

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
that 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 at first to  introduce
products  that  will not be  regulated  by the FDA as drugs  because  all of its
ingredients are natural products or are 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.

<PAGE>

Employees

     In 2003,  the Company  employed four 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 2.  Description of Properties.


          In 2000, the Company bought  approximately 40 acres in Alachua County,
Florida,  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.  The  Company  has  discontinued  mushroom  growing
operations, but 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.

Item 3.  Legal Proceedings.
         None

Item 4.  Submission of Matters to a Vote of Security Holders.
         None

Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

     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.  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.

<PAGE>

<TABLE>

<S>           <C>                  <C>               <C>
                                    High               Low
2000          First Quarter        $                 $
              Second Quarter       $ 0.438           $ 0.313
              Third Quarter        $ 0.313           $ 0.203
              Fourth Quarter       $ 0.203           $ 0.203
2001          First Quarter        $ 0.141           $ 0.141
              Second Quarter       $ 0.15            $ 0.11
              Third Quarter        $ 0.15            $ 0.07
              Fourth Quarter       $ 0.11            $ 0.10
2002          First Quarter        $ 0.086           $ 0.086
              Second Quarter       $ 0.082           $ 0.076
              Third Quarter        $ 0.065           $ 0.065
              Fourth Quarter       $ 0.049           $ 0.047
2003          First Quarter        $ 0.070           $ 0.085
              Second Quarter       $ 0.050           $ 0.050
              Third Quarter        $ 0.050           $ 0.050
              Fourth Quarter       $ 0.730           $ 0.050


</TABLE>

     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  December  31,  2003,  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 66.

         Dividend Policy

     The Company  will not pay any cash  dividends  on its common  stock in 2003
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.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources

Our cash and cash equivalents  decreased to approximately  $8,000 as of December
31,  2003  compared  to  approximately  $46,000 as of December  31,  2002.  This
decrease  was simply a timing  issue  around the  receipt of a large  receivable
payment as reflected in the $134,000 accounts receivable balance. Current assets
as of December 31, 2003 were actually 50% higher than the year before.

As of December  31, 2003,  our net working  capital was  approximately  $193,000
compared  to  approximately  $115,000  at the end of 2002.  The  improvement  in
working  capital  resulted from net income for the year and $25,000 in a current
deferred tax asset.

We believe that working  capital will continue to improve in 2004 as a result of
the continued expansion of the Cyclodextrin  industry while we maintain overhead
costs at a minimum.

During 2003, we began  renovating  and updating our  corporate  offices and have
invested  approximately  $50,000 through December 31, 2003. We plan to invest an
additional $15,000 to complete these renovations during 2004.

We refinanced our mortgage on the 40-acre property at a more favorable  variable
interest  rate,  resulting in a 3% decline in the  effective  rate.  This change
reduced interest expense and increased cash flow.

Results of Operations

Sales of  Cyclodextrins  and related  manufactured  complexes  are  historically
highly volatile. In efforts to offset this volatility, we continue to expand our
revenue  producing  activities in Cyclodextrin  related research and development
services  for  unrelated  companies  while  expanding  our  line of  distributed
products.  Our product sales are primarily to large  pharmaceutical,  food,  and
diagnostics companies for research and development purposes.

Total product sales for 2003 were  approximately  $395,000,  a 24% decrease over
2002 sales of $522,000.  This change can be attributed to the normal  volatility
of our sales.  Our major  customers  continue to buy products  consistently.  In
2002,  4  companies  accounted  for 75% of our  business.  In 2003,  3 companies
accounted for 74% of our sales revenues;  one company alone accounted for 43% of
sales.  These major companies  continue to buy from us and they're continuing to
buy more. This growing business from repeat customers  occurred with the smaller
volume  customers as well.  In 2003,  more than 50% of the  Company's  customers
either increased or maintained their purchase levels.

Our gross profit margin of more than 88% remained  consistently  strong for 2003
compared to 84% for 2002.

Our SG&A expenses increased to approximately $264,000 in 2003 from approximately
$240,000  in 2002  primarily  as a result of the  issuance  of a stock  bonus of
$50,000 to the President/CEO and the one-time expenses of approximately  $10,000
for PR/IR services, partially offset by further reductions in overhead.

Total other  expenses  decreased to  approximately  $17,000 in 2003  compared to
approximately $32,000 in 2002. This decrease due to our refinancing our mortgage
during 2003 and reducing our interest  expense.  We also had a loss on equipment
disposals in 2002 that did not reoccur in 2003.

Based on our  profitability  for 2003 and  2002,  we  revaluated  our  valuation
allowance on our deferred tax asset.  Our deferred tax asset is based on our net
operating loss carryforward.  We determined that our valuation  allowance should
be reduced form 100% to 35%,  resulting in an income tax benefit of $225,000 for
2003.

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.  In 2002, we became 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  that 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   law  and  regulations
surrounding  various  matters,  such as  labeling  disclosures;  production  and
pricing levels of important raw  materials;  and  difficulties  of delays in the
development,  production, testing and marketing of products; product margins and
customer product acceptance.

<PAGE>

Item 7.  Financial Statements

                        [LETTERHEAD OF JAMES MOORE & CO.]

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
CTD Holdings, Inc.:



We have audited the  accompanying  consolidated  balance  sheet of CTD Holdings,
Inc. and  subsidiaries  as of December 31,  2003,  and the related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended December 31, 2003 and 2002. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We  believe  that  our  audits  provides  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  subsidiaries as of December 31, 2003, and the results of its operations and
its cash flows for the years ended  December  31, 2003 and 2002,  in  conformity
with accounting principles generally accepted in the United States of America.

/s/James Moore & Company
January 14, 2004
Gainesville, Florida

                                      F - 1


<PAGE>


<PAGE>

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003

<TABLE>
<CAPTION>

                                     ASSETS

<S>                                                     <C>
CURRENT ASSETS
 Cash and cash equivalents                               $     7,757
 Accounts receivable                                         134,022
 Inventory                                                    79,183
 Deferred tax asset                                           25,000
 Other                                                        23,229
                                                        -------------
     Total current assets                                    269,191
                                                        -------------
PROPERTY AND EQUIPMENT, NET                                  379,300
                                                        -------------
OTHER

 Intangibles, net                                             14,476
 Deferred tax asset                                          200,000
                                                         -------------
     Total other assets                                      214,476
                                                         -------------
TOTAL ASSETS                                             $   862,967
                                                         =============
</TABLE>

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

                                       F-2


<PAGE>


<PAGE>

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003

                                   (Continued)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                    <C>
CURRENT LIABILITIES
 Accounts payable and accrued expenses                   $     45,791
 Current portion of long-term debt                              9,941
 Current portion of stockholder loan                           20,000
                                                         -------------
     Total current liabilities                                 75,732
                                                         -------------
LONG-TERM LIABILTIES
  Long-term debt, less current portion                        161,003
  Due to stockholder, less current portion
59,967

                                                         -------------
     Total long-term liabilities                              220,970
                                                         -------------

STOCKHOLDERS' EQUITY
 Class  A  common  stock,  par  value  $.0001  per  share,   100,000,000  shares
  authorized, 5,791,220 shares issued

  and outstanding                                                 580
 Class B non-voting common stock, par
  value $ .0001 per share, 10,000,000 shares                        -
  authorized, 0 shares issued and outstanding
 Additional paid-in capital                                 2,029,398
 Accumulated deficit                                       (1,463,713)
                                                         -------------
     Total stockholders' equity                               566,265
                                                         -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   862,967
                                                         =============
</TABLE>

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, 2003 AND 2002
 <TABLE>

<CAPTION>                                               2003        2002
                                                   -------------   -------------
<S>                                                 <C>             <C>
PRODUCT SALES                                       $   394,532    $   522,372

COST OF PRODUCTS SOLD                                    45,433         84,483
                                                   -------------   -------------
GROSS PROFIT                                            349,099        437,889

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            263,495        240,536
                                                   -------------   -------------
INCOME FROM OPERATIONS                                  85,604         197,353
                                                   -------------   -------------
OTHER INCOME (EXPENSE)
 Investment and other income                              6,973         23,251
 Interest expense                                       (22,599)       (30,924)
 Loss on disposal of equipment                                -        (24,100)
                                                   -------------   -------------
     Total other income (expense)                       (15,626)       (31,773)
                                                   -------------   -------------
INCOME BEFORE INCOME TAXES                               69,978        165,580

INCOME TAXES                                            225,000              -
                                                   -------------   -------------
NET INCOME                                         $    294,978    $   165,580
                                                   =============   ============

NET INCOME PER COMMON SHARE:                       $        .06    $       .03
                                                   ------------    ------------

 Weighted average number of
  common shares outstanding                           5,004,919      4,791,220
                                                   ============    ============

</TABLE>

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

                                       F-4

<PAGE>


<PAGE>
<TABLE>
<CAPTION>

                                                 CTD HOLDINGS, INC.
                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                       COMMON STOCK             ADDITIONAL                     TOTAL
                                                                 PAID-IN        ACCUMULATED   STOCKHOLDERS'
                                    SHARES        AMOUNT         CAPITAL       DEFICIT        EQUITY
                                  -----------   -----------   ------------  -------------   ------------
<S>                             <C>            <C>            <C>           <C>           <C>
Balance, December 31, 2001         4,791,220    $       480    $  1,954,498   $ (1,924,271)  $    30,707

Net Income                                               -              -               -        165,580
165,580

                                 ------------   ------------   ------------   ------------   ------------
Balance, December 31, 2002         4,791,220            480       1,954,498     (1,758,691)      196,287

Shares issued for services         1,000,000            100          49,900              -        50,000

Company expenses paid by
 Stockholder                               -              -          25,000              -        25,000

Net Income                                 -              -               -        294,978       294,978
                                  ------------   ------------   -------------  ------------   ------------

Balance, December 31, 2003          5,791,220    $      580     $ 2,029,398    $(1,463,713)   $  566,265
                                  ============   ============   =============  ============   ============

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


<PAGE>

                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2003 AND 2002
                Increase (Decrease) in Cash and Cash Equivalents

                                                            2003          2002
                                                        -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                            $   294,977  $   165,580
                                                        -----------  -----------
 Adjustments  to  reconcile  net  income  to  net  cash  provided  by  operating
  activities:

   Depreciation and amortization                              37,815     24,190
   Deferred income taxes                                  (225,000)           -
   Loss on disposal of equipment                                  -      24,100
   Valuation allowance                                            -      12,907
   Stock issued for services                                 50,000           -
   Bad debts                                                 4,854            -
   Increase in accounts receivable                         (97,741)     (18,575)
   Increase in inventory                                   (15,037)     (32,181)
   Decrease (Increase) in other current assets              (7,500)       1,305
   Increase (decrease) in accounts payable
    and accrued expenses                                    22,596     (129,195)
                                                         ----------   ----------
        Total adjustments                                (230,013)     (117,449)
                                                         ----------   ----------
    Net cash provided by operating activities                64,964       48,131
                                                         ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                        (54,716)     (17,877)
 Purchase of intangibles                                   (11,174)           -
 Other                                                           -          748
                                                         -----------   ---------
Net cash used for investing activities                     (65,890)     (17,129)
                                                         -----------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payment on long-term debt                                  (8,628)      (8,199)
 Payments on loan from stockholder, net                    (28,933)      13,005
 Proceeds from sale of equipment                                 -       21,877
 Net payments on line of credit                                  -      (19,631)
                                                         ----------     --------
Net cash provided (used for) by financing
  activities                                                (37,561)       7,052
                                                         ----------     --------

Net increase (decrease) in cash and cash equivalents        (38,487)      38,054

CASH AND CASH EQUIVALENTS, beginning of year                 46,244        8,190
                                                         ------------  ---------
CASH AND CASH EQUIVALENTS, end of year                    $   7,757     $ 46,244
                                                         ===========  ==========

                                       F-6


<PAGE>

                                                 CTD HOLDINGS, INC.
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2003 AND 2002
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Continued)

                                                          2003         2002
                                                     ------------  ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest               $    13,472   $   30,924
                                                     ===========   ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY

  Vehicle acquired with debt financing               $    14,881   $        -
                                                     ===========   ============
  Common stock issued for services                   $    50,000   $        -
                                                     ===========   ============
    Company expenses paid by shareholder               $    25,000   $        -
                                                     ===========   ============

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, 2003 AND 2002

(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, it has concluded that  realization  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, which range
from three to forty years. 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 - Inventory  consists of cyclodextrin  products purchased for
resale  and  chemical  complexes.  Inventory  is  recorded  at the lower of cost
(first-in, first-out) or market.

     (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.

     (h)  REVENUE  RECOGNITION  - Revenues  are  recognized  when  products  are
shipped.

     (i)  ADVERTISING  -  Advertising  costs  are  charged  to  operations  when
incurred.

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

     (k) 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.

                                       F-8

<PAGE>


                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

         (l)   RECLASSIFICATIONS   -  Certain  amounts  in  the  2002  financial
statements have been  reclassified for comparative  purposes to conform with the
2003 presentation.

         (m)  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:

Rent  expense  under all  operating  leases was $6,345 and  $11,251 for 2003 and
2002, respectively.

(3) PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2003, consists of:

         Land                                          $    80,000
         Buildings and improvements                        211,606
         Machinery and equipment                            84,704
         Office furniture and equipment                     49,738
                                                       ------------
                                                           426,048
         Less: accumulated depreciation                     97,564
                                                       ------------
                                                           328,484

            Construction in progress                        50,816
                                                       ------------

            Property and equipment, net                $   379,300
                                                       ============

The  carrying  value of remaining  idle  long-lived  assets  related to a former
mushroom farming operation was approximately $ 120,000 at December 31, 2003.

(4) CONCENTRATIONS OF CREDIT RISK:

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

     (a)  DEMAND  DEPOSITS - The  Company  has demand  deposits  in a  financial
institution that are insured by the Federal Deposit Insurance  Corporation up to
$100,000.  At December 31, 2003, the bank balance was $8,444. 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.  One major customer  accounted for
90% of the accounts  receivable balance at December 31, 2003. The Company has no
policy   requiring   collateral  or  other  security  to  support  its  accounts
receivable.

                                       F-9


<PAGE>


                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

(5) MAJOR CUSTOMERS AND SUPPLIERS:

Sales to three customers (Sigma Chemical Company,  Dade Behring and AstraZeneca,
Inc.)  in 2003  represented  approximately  74% of  total  sales.  Sales to four
customers  (Ben Venue  Laboratories,  Sigma Chemical  Company,  Dade Behring and
AstraZeneca, Inc.) in 2002 represented approximately 75% of total sales.

Purchases  from two  suppliers in 2003  represented  approximately  80% of total
costs of  products  sold.  Purchases  from four  suppliers  in 2002  represented
approximately 69% of total costs of products sold.

(6) LONG-TERM DEBT:

Long-term debt consists of the following as of December 31, 2003:

         Mortgage note payable to bank, payments of $1,263 due monthly including
          principal and interest at 5%, collateralized by land and buildings

          with a cost of $210,000                                   $  157,796



         Note payable to financing company, payments of
          $288 due monthly, including principal and interest,
          at 6%, collateralized by vehicle with a cost
          of $14,881                                                    13,148
                                                                    -----------

         Total long-term debt                                          170,944

         Less current portion                                            9,941
                                                                    -----------
   Long-term debt, less current portion                             $  161,003
                                                                    ===========

Maturities  on  long-term  debt as of December 31, 2003 over the next five years
are as follows:

         Year ending

          December 31,                                      Amount
                 2004                                    $   9,941
                 2005                                       10,713
                 2006                                       11,294
                 2007                                       11,907
                 2008                                       10,504
                 2009     and thereafter                   116,585
                                                          ---------
                                                         $ 170,944
                                                          =========

(7) RELATED PARTY TRANSACTIONS:

The majority  stockholder  periodically  advances the Company loans. The Company
owes the  stockholder  $79,967 at December 31, 2003.  The loan is unsecured  and
interest  accrues at 5%. Interest expense related to the loan totaled $9,127 and
$11,263 for the years ended December 31, 2003 and 2002, respectively.  Principal
payments are $5,000 per quarter.

                                      F-10


<PAGE>


<PAGE>

                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

(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 the financial  instruments
disclosed herein 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.  The following  table  summarizes
financial  instruments  by  individual  balance sheet account as of December 31,
2003:

                                                CARRYING            FAIR
                                                 AMOUNT             VALUE
                                               ----------         ---------
FINANCIAL ASSETS
  Cash and cash equivalents                   $   7,757          $   7,757
  Accounts receivable                           134,022            134,022
                                               ----------         ---------
         Total financial assets          $      141,779          $ 141,779
                                               ==========         =========
FINANCIAL LIABILITIES
  Accounts payable and accrued expenses       $  45,791         $   45,791
  Long-term debt                                170,944            170,944
  Due to stockholder                             79,967             79,967
                                               ----------         ---------
         Total financial liabilities          $ 296,702         $  296,702
                                               ==========         =========
The fair value of all financial  instruments  approximates carrying value due to
the short-term maturity of the instruments.

(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,  2003,   unused  operating  loss
carryforwards  totaling  approximately  $ 1,483,000 that may be applied  against
future taxable income. If not used, the carryforwards will expire as follows:

           Year Ending

           December 31,                               Amount

        -----------------                       -----------------

             2009                               $     730,000
             2010                                     195,000
             2017                                     206,000
             2020                                     281,000
             2021                                      71,000
                                                -----------------
             Total                              $   1,483,000
                                                =================

                                      F-11

                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

If all of the operating loss carryforwards and temporary deductible  differences
were used,  the Company  would realize a deferred tax asset of  approximately  $
350,000  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.

At December 31, 2002,  management determined that a 100% valuation allowance was
appropriate.  For 2003 and 2002,  the Company  realized  net income and utilized
approximately  $260,000 of its net  operating  loss  carryforward  to offset its
current  income  tax  liabilities.  Management  expects  to  maintain  continued
profitability in the future and realize additional benefits of its net operation
loss carryforwards.  At December 31, 2003 Management determined that a reduction
in the  valuation  allowance  to 35% from  100% of the  future  tax  benefit  is
appropriate.  Accordingly,  the Company has  recognized a $225,000  deferred tax
asset and the  resulting  income tax  benefit in 2003 to reflect  this change in
estimate.  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  estimated  deferred  tax  asset  will  change in the near term and be
material to the financial statements.

                                                  2003          2002
                                             -----------   ------------
Current income tax expense                   $  (17,000)    $  (53,000)

Tax benefit of temporary differences              -              5,000

Tax benefit of operating loss carryforwards      17,000         48,000

Effect of decrease in valuation allowance       225,000              -

                                             -----------   ------------
Total net tax benefit (expense)               $ 225,000     $        -
                                             ===========   ============


(10) SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

During  the  fourth  quarter  of 2003,  the  Company  determined  its  valuation
allowance  on  its  deferred  tax  asset   resulting  from  net  operating  loss
carryforwards  to be lower than  previously  recorded and reduced the  valuation
allowance  from 100% to 35%,  resulting  in an income tax benefit of $225,000 in
the fourth quarter of 2003.

(11) CAPITAL TRANSACTIONS

The Company  engaged a consultant  to perform  services over a six month period.
The majority  stockholder  (and  President)  transferred  500,000 shares of CTDH
stock  valued  at  $25,000  to the  consultant  on behalf  of the  Company.  The
consulting  fee was  recorded  by the  Company as an other  current  asset and a
capital contribution by the stockholder. The consulting fee is expensed over the
life of the contract.

The Company issued 1,000,000  shares  registered under Form S-8 to its President
as a bonus. The stock was valued at $50,000 when awarded and was expensed.

                                      F-12

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure

None

PART III.

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         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      57        President, CEO and Chairman             1990

George L. Fails         58        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 Viet Nam, 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.

Directors,  including directors also serving the Company in another capacity and
receiving separate compensation  therefore 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.

<PAGE>

Item 10. Executive Compensation.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
           (three  fiscal  years ended  December  31,2000, 2001 and 2003)

                                     Annual                     Long Term
                                   Compensation               Compensation
--------------------------------------------------------------------------
                         Year    Salary   Bonus  Compensation Compensation

<S>                     <C>        <C>      <C>     <C>          <C>
Name and Principal
Position

C.E. Rick Strattan       2003    $ 36,000    -0-     $50,000   $  -0-(1)
President, CEO           2002    $ 33,346    -0-        -0-    $  -0-
Chairman                 2001    $    835    -0-        -0-    $ 59,687(2)

George L. Fails          2003    $ 20,836    -0-        -0-    $  -0-
Operations Manager       2002    $ 20,000    -0-        -0-    $  -0-
                         2001    $ 20,000    -0-        -0-    $  -0-
</TABLE>

   (1)Reflects grants of 1,000,000 shares
   (2)Reflects grants of 800,000 shares


     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  $5,000  per month in  restricted  common  shares of the
Company based on 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  under the
Employment  Agreement  in 2003.  As of March 1, 2004,  38,267  shares  have been
awarded pursuant to the Employment Agreement. The Company has agreed to register
Mr. Strattan's shares awarded pursuant to his employment contract.

     Effecitve  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, plus $1,000 per month in restricted common shares of
the Company,  based on the closing value of the Company's shares on the last day
of the month in which the shares are awarded.  As of March 1, 2004, 7,654 shares
have been awarded pursuant to the Employment Agreement.

    On November 17, 2003,  the Company  entered into an agreement with Big Apple
Consulting  of Longwood,  Florida,  to provide  PR/IR and  financial  consulting
services.  The term of the contract was for six months. Mr. Strattan transferred
500,000 common shares held by him to Big Apple as a consulting fee.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The  following  table  shows  the  ownership  of the  Common  Stock  of the
Companyon  March 26, 2004,  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 or .........Amount and Nature of   Approximate %
Identity of Group ..........................Beneficial Ownership     of Class

C.E. Rick Strattan   .......................      2,574,267(1)(2)        44.16%
4123 N.W. 46th Avenue
Gainesville, FL 32606

George L. Fails.............................         47,654(3)           0.82%
2420 N.W. 142nd Avenue
Gainesville, FL 32609

All Officers and Directors as a group ......      2,621,921            44.98%


     (1) Held by  Strattan  Associates,  Ltd.,  of  which  Mr.  Strattan  is the
generalpartner.  Strattan Associates,  Ltd. is a limited partnership established
by Mr.Strattan for estate tax purposes and is not otherwise engaged in business.
Strattan  Associates,  Ltd. is the owner of the 500,000 shares of CTD stock. Mr.
Strattan  is the  President/CEO/CFO  and  Director of the  Company.
     (2)Includes 38,267 shares issuable pursuant to Employment Agreement.
     (3)Includes 7,654 common shares pursuant to Employment Agreement.

Item 12.  Certain Relationships and Related Transactions.

     Mr. Strattan  periodically advances the Company short-term loans and defers
receipt of salary.  The Company  owes the  shareholder  $89,202 at December  31,
2003. The loan is unsecured,  long-term,  and interest  accrues at 5%.  Interest
expense  related to the loans  totaled  $9,127 and  $11,263  for the years ended
December 31, 2003 and 2002, respectively.

PART IV.

Item 13.  Exhibits and Reports on Form 8-K.

(a) Exhibits                                                                Page

    (1) Reports of Independent Certified Accountants                        F-1

    (2) Financial Statements                                                F-2

    Exhibits required by Item 601, Regulation S-B:

    (3) Articles of incorporation and by-laws

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

       (b) By-Laws. *                                                       None

       (c)    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

    (9)  Voting Trust Agreement                                             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
<PAGE>

        (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

        (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

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

    (18)  Letter on change in accounting principles                         None

    (22)  Subsidiaries of Registrant                                        None

    (23)  Published Report re:  Matters Submitted to Vote of
          Security Holders                                                  None

    (24)  Consents of Experts and Counsel                                   None

    (25)  Power of Attorney                                                 None

    (27)  Financial Data Schedule

    (28)  Additional Exhibits                                               None

    (29)  Information from reports furnished to state insurance
          regulatory authorities                                            None

   (99.1) Certificate of Chief Executive  Officer
          and Chief Financial  Officer****

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

(b) Reports on Form 8-K:

         None

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

<PAGE>

     **  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.

Item 14. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive  Officer and Chief Financial  Officer,  after evaluating the
effectiveness  of our  "disclosure  controls and  procedures" (as defined in the
Securities  Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date (the
"Evaluation Date") within 90 days before the filing of this annual report,  have
concluded  that,  as  of  the  Evaluation  Date,  our  disclosure  controls  and
procedures were adequate and designed to ensure that the information required to
be  disclosed  in the  reports  filed or  submitted  by us under the  Securities
Exchange Act of 1934 is recorded processed,  summarized and reported with in the
requisite time periods.

(b) Changes in internal controls.

There were no significant  changes in our internal  controls or in other factors
that  could  significantly  affect  our  internal  controls  subsequent  to  the
Evaluation Date.

<Page>



                             SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on March 30, 2004.

                                              CTD. HOLDINGS, INC.


                                            By:__________/s/____________________
                                                   C.E. RICK STRATTAN,
                                                   Chief Executive Officer
                                                   Chief Operating Officer

              SIGNATURE                                TITLE


         ____________/s/___________________    Chief Executive Officer
          C.E. RICK STRATTAN                  Chief Operating Officer, Director



         ____________/s/_____________________    Director
          GEORGE L. FAILS