U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-KSB/A

(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
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



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  $170,000
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 $287,000 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  $35,000
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.


As  described  in  Note  1(n)  to the  consolidated  financial  statements,  the
accompanying  consolidated  financial  statesments  of CTD Holdings,  Inc. as of
December 31, 2003 and for the year then ended, have been restated.

/s/James Moore & Company
January 14,  2004  (August  19,  2004,  as to the  effects
    of the  restatements described in Note 1).
Gainesville, Florida


                                      F - 1


<PAGE>


<PAGE>

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003
                                  (as restated)
<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
                                                        -------------
     Total current assets                                    245,962
                                                        -------------
PROPERTY AND EQUIPMENT, NET                                  379,300
                                                        -------------
OTHER

 Intangibles, net                                             14,476
 Deferred tax asset                                          200,000
                                                         -------------
     Total other assets                                      214,476
                                                         -------------
TOTAL ASSETS                                             $   839,738
                                                         =============
</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
                                  (as restated)
                                   (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                                       (1,486,942)
                                                         -------------
     Total stockholders' equity                               543,036
                                                         -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   839,738
                                                         =============
</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
                                                   (as restated)
                                                   -------------   -------------
<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            286,724        240,536
                                                   -------------   -------------
INCOME FROM OPERATIONS                                   62,375        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                               46,749        165,580

INCOME TAXES                                            225,000              -
                                                   -------------   -------------
NET INCOME                                          $    271,749    $   165,580
                                                   =============   ============

NET INCOME PER COMMON SHARE:                       $        .05    $       .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 -- as restated                  -              -               -        271,749       271,749
                                  ------------   ------------   -------------  ------------   ------------

Balance, December 31, 2003
    -- as restated                 5,791,220     $      580     $ 2,029,398    $(1,486,942)   $  543,036
                                  ============   ============   =============  ============   ============

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
                                                       (as restated)
                                                        -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                            $   271,749  $   165,580
                                                        -----------  -----------
 Adjustments  to  reconcile  net  income  to  net  cash  provided  by  operating
  activities:

   Depreciation and amortization                            28,543       24,190
   Deferred income taxes                                  (225,000)          -
   Loss on disposal of equipment                                 -       24,100
   Valuation allowance                                           -       12,907
   Stock issued for services                                50,000           -

   Company expenses paid by shareholder                     25,000           -
   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                   -        1,305
   Increase (decrease) in accounts payable
    and accrued expenses                                    22,596     (129,195)
                                                         ----------   ----------
        Total adjustments                                 (206,785)    (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
                                                    (as restated)
                                                    ------------  ------------
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.

                                       F-7
<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.

     (n) RESTATEMENT -- In August 2004, the Company  restated its 2003 financial
statements to write off  previously  deferred  consulting  fees in the amount of
$23,229.  As a result,  net income decreased by $23,229 and net income per share
decreased $.01 for the year ended December 31, 2003.

(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 expensed by the Company and recorded as capital  contribution
by the  stockholder.

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

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.


                             SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  Registrant  has duly caused this  Amendment No. 1 to
Form  10-KSB to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized on August 19, 2004.

                                             CTD HOLDINGS, INC.

                                             /s/  C.E. RICK STRATTAN
                                             ---------------------------------
                                             C.E. RICK STRATTAN
                                             Chief Executive Officer


         In accordance with the requirements of the Exchange Act, this Amendment
No. 1 to Form 10-KSB has been signed by the following  persons in the capacities
indicated on August 19, 2004.

SIGNATURE                                   TITLE

/s/ C.E. RICK STRATTAN
________________________________            Chief Executive Officer, President
C.E. RICK STRATTAN                          Chief Financial Officer, Director


/s/ GEORGE L. FAILS
________________________________            Director
GEORGE L. FAILS