CTD HOLDINGS, INC.
27317 NW 78th Avenue

High Springs, Florida 32643

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 29, 2002

The Annual Meeting of Shareholders of CTD Holdings, Inc., a Florida
corporation (the "Company"), will be held at 27317 NW 78th Avenue, in the city
of High Springs, Florida 32643, on Friday, March 29, 2002, at 2:00 PM, local
time, for the transaction of the following business: (1) To consider and, if
thought fit, pass the following resolution electing Two (2) directors to the
Board of Directors of the Company:

RESOLUTION:

C.E. Rick Strattan and George L. Fails are hereby elected to serve as
members of the Board of Directors of the Company until the next annual meeting.
(2) To consider and, if thought fit, pass the following resolution amending the
Company's Articles of Incorporation: to expand and alter the business Purpose of
the Company; to increase the Capital Stock of the Company from 10,000,000 shares
of $0.001 par value common stock to 100,000,000 shares of $0.001 par value
common stock; and to insert and include indemnification provisions for the
Company's officers and directors;

RESOLUTION:

Article IV of the Articles of Incorporation is hereby amended to read as
follows:

Purpose. The general nature of the business or businesses in which the
corporation is authorized to transact business, in addition to those authorized
by the laws of the state of Florida and the powers of said corporation, shall be
as follows:

1. To engage in any activity or business authorized under the Florida
Statutes.
2. In general, to carry on any and all incidental business: to have
and exercise all the powers conferred by the laws of the state of Florida,
and to do any and all things herein set forth to the same extent as a
natural person might or could do.
3. To purchase or otherwise acquire, undertake, carry on, improve, or
develop, all or any of the business, good will, rights, interests, assets,
capital stock and liabilities of any person, firm, association, or
corporation carrying on any kind of business of a similar nature to that
which this corporation is authorized to carry on, pursuant to the
provisions of this certificate; and to hold, utilize, or in any manner
dispose of the rights, interests, capital stock and property so acquired.
4. To enter into and make all necessary contracts for its business
with any person, entity, partnership, association, corporation, domestic or
foreign, or of any domestic or foreign state, government, or governmental
authority, or of any political or administrative subdivision, or department
thereof, and to perform and carry out, assign, cancel, rescind any of such
contracts.
5. To exercise all or any of the corporate powers, and to carry out
all or any of the purposes, enumerated herein otherwise granted or
permitted by law, while acting as an agent, nominee, or attorney-in-fact
for any persons or corporations, and perform any service under contract or
otherwise for any corporation, joint stock company, association,
partnership, firm, syndicate, individual, or other entity, and in such
capacity or under such arrangement, to develop, improve, stabilize,
strengthen, extend the property and commercial interest thereof, and to
aid, assist, or participate in any lawful enterprises in connection
therewith or incidental to such agency, representation, or service, and to
render any other service or assistance insofar as it lawfully may under the
laws of the state of Florida, providing for the formation, rights,
privileges, and communities of corporation for profit.

6.To do everything necessary, proper, advisable, or convenient for the
accomplishment of any of the purposes, or the attainment of any of the
objects, or the furtherance of any of the powers herein set forth, either
alone or in association with others incidental or pertaining to, or going
out of, or connected with its business or powers, provided the same shall
not be inconsistent with the laws of the state of Florida.
7. The several clauses contained in this statement of the general
nature of the business or businesses to be transacted shall be construed as
both purposes and powers of this corporation, and statements contained in
each clause shall, except as otherwise expressed, be in no ways limited or
restricted by reference to or inference from the terms of any other clause.
They shall be regarded as independent purposes and powers. Nothing herein
contained shall be deemed or construed as authorizing or permitting, or
purporting to authorize or permit the corporation to carry on any business,
exercise any power, or do any act which the corporation may not, under the
laws of the state of Florida, lawfully carry on, exercise, or do.

ARTICLE V of the Articles of Incorporation is hereby amended to read as
follows:

Capital Stock. The total number of shares of capital stock that this
corporation shall have the authority to issue and to have outstanding at any one
time is one hundred million (100,000,000) shares of common stock with $0.001 par
value per share. The Board of Directors is expressly authorized, pursuant to
Section 607.0602 of the Florida Business Corporation Act, to provide for the
classification and reclassification of any unissued shares of Common Stock
without the approval of the shareholders of the Corporation, all within the
limitations set forth in Section 607.0601 of the Florida Business Corporation
Act. Except as otherwise required by law all rights to vote and all voting power
shall be vested exclusively in holders of the Common Stock. Cumulative voting by
any shareholder is hereby expressly denied. No shareholder of this Corporation
shall have, by reason of its holding shares of any class or series of stock of
the Corporation, any preemptive or preferential rights to purchase or subscribe
for any other shares of any class or series of this Company now or hereafter
authorized, and any other equity securities, or any notes, debentures, warrants,
bonds or other securities convertible into or carrying options or warrants to
purchase shares of any class, now or hereafter authorized, whether or not the
issuance of any such shares, or such notes, debentures, bonds or other
securities, would adversely affect the dividend or voting rights of such
shareholder.

ARTICLE X of the Articles of Incorporation is hereby inserted to read as
follows:

Indemnification. The Company shall, to the fullest extent permitted or
required by the Florida Business Corporation Act, including any amendments
thereto ( but in the case of any such amendment, only to the extent such
amendment permits or requires the Company to provide broader indemnification
rights than prior to such amendment), indemnify its Directors and Executive
Officers against any and all Liabilities, and advance any and all reasonable
Expenses, incurred thereby in any Proceeding to which any such Director or
Executive Officer is a Party or in which such Director or Executive Officer is
deposed or called to testify as a witness because he or she is or was a Director
or Executive Officer of the Company. The rights to indemnification granted
hereunder shall not be deemed exclusive of any other rights to indemnification
against Liabilities or the advancement of Expenses which a Director or Executive
Officer may be entitled under any written agreement, Board of Directors'
resolution, vote of shareholders, the Florida Business Corporation Act, or
otherwise. The Company may, but shall not be required to, supplement the
foregoing rights to indemnification against Liabilities and advancement of
Expenses by the purchase of insurance on behalf of any one or more of its
Directors or Executive Officers whether or not the Company would be obligated to
indemnify or advance Expenses to such Director or Executive Officer under this
Article. For purposes of this Article, the term "Directors" includes former
directors of the Company and any director who is or was serving at the request
of the Company as a director, officer, employee, or agent of another Company,
partnership, joint venture, trust, or other enterprise, including, but not
limited to, any employee benefit plan (other than in the capacity as an agent
separately retained and compensated for the provision of goods or services to
the enterprise, including, but not limited to, attorneys-at-law, accountants,
and financial consultants). For purposes of this Article, the term "Executive
Officers" includes those individuals who are or were at any time "executive
officers" of the Company as defined in Securities and Exchange Commission Rule
3b-7 promulgated under the Securities Exchange Act of 1934, as amended. All
other capitalized terms used in this Article and not otherwise defined herein
have the meaning set forth in Section 607.0850 of the Florida Business Company
Act. The provisions of this

Article are intended solely for the benefit of the indemnified parties described
herein and their heirs and personal representatives and shall not create any
rights in favor of third parties. No amendment to or repeal of this Article
shall diminish the rights of indemnification provided for herein prior to such
amendment or repeal.

(3) To consider and, if thought fit, pass the following resolution
providing for a 1:4 reverse stock split of the corporation's common shares:

RESOLUTION:

A 1:4 reverse stock split of the corporation's common shares is hereby
approved

(4) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

The Board of Directors recommends that all shareholders vote "FOR" approval
of the Two nominees to the Company's Board of Directors, and "FOR" approval of
the proposed amendments to the Articles of Incorporation of CTD Holdings, Inc.,
and "FOR" a 1:4 reverse stock split of the corporation's common shares.

Under the Florida Business Corporation Act and the Company's By-Laws, if a
quorum is present, the favorable vote of a simple majority of the votes cast by
holders of Common Stock, voting in person or by proxy, at the meeting will be
required in order to approve the matters referred to in proposals (1), (2) and
(3) above.

The Board of Directors has fixed the close of business on February 5, 2002, as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the Annual Meeting and/or any adjournment or adjournments
thereof. Only holders of record of Common Stock at the close of business on
February 5, 2002, will be entitled to notice of, and to vote at, the Annual
Meeting and/or any adjournment or adjournments thereof. In order to assure that
your interests will be represented, whether or not you plan to attend the Annual
Meeting in person, please complete, date and sign the enclosed form of proxy and
return it promptly in the enclosed envelope.

By Order of the Board of Directors

C.E. Rick Strattan
President

March 9, 2002

CTD HOLDINGS, INC.
27317 NW 78th Avenue

High Springs, Florida 32643

(386) 454-0887 Fax (386) 454-8134
E-mail ctd@cyclodex.com

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

March 29, 2002

This proxy statement and accompanying form of proxy will be mailed to holders of
Common Shares on or about March 9, 2002. They are furnished in connection with
the solicitation by the Board of Directors (hereinafter sometimes referred to as
the "Board") of CTD Holdings, Inc. (hereinafter sometimes referred to as the
"Company"), of proxies for use at the Annual Meeting of Shareholders of the
Company to be held on March 29, 2002, at 2:00 PM (EST), at 27317 NW 78th
Avenue, High Springs, Florida 32643, and at any adjournment or adjournments
thereof.

At the Annual Meeting, the shareholders of the Company will be asked to consider
and vote upon resolutions (1) approving the election of Two directors to serve
until the next annual meeting, (2) to approve the amendments of the Company's
Articles of Incorporation: to expand and alter the business Purpose of the
corporation; to increase the Capital Stock of the Corporation from 10,000,000
shares of $0.001 par value common stock to 100,000,000 shares of $0.001 par
value common stock; and to insert and include indemnification provisions for the
Company's officers and directors; and (3) approving a 1:4 reverse stock split of
the corporation's common shares. The Board of Directors recommends you vote
"FOR" all of these proposals.

VOTING INFORMATION

The Board of Directors has fixed the close of business on February 5, 2002, as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting and at any adjournment thereof. Accordingly, only
holders of record of common shares at the close of business on the record date
will be entitled to receive notice of, and to vote at, the meeting. On any
matter which may properly come before the meeting, holders of common shares of
record on the record date are entitled to one vote per share. On the record
date, 4,846,220 common shares were issued and outstanding, representing
4,846,220 votes.

Shareholders who do not plan to be present at the Annual Meeting are requested
to date and sign the enclosed form of proxy and return it in the return envelope
provided. All common shares which are represented at the meeting by properly
executed proxies received prior to or at the meeting and not revoked will be
voted in accordance with the instructions indicated in such proxies. If no
instructions are indicated, such proxies will be voted "FOR" election of the
nominees listed therein as directors of the Company who will constitute the
entire Board of Directors of the Company, and "FOR" approval amending the
Company's Articles of Incorporation: to expand and alter the business Purpose of
the Company; to increase the Capital Stock of the Company from 10,000,000 shares
of $0.001 par value common stock to 100,000,000 shares of $0.001 par value
common stock; and to insert and include indemnification provisions for the
Company's officers and directors; and "FOR" the approval of a 1:4 reverse stock
split of the corporation's common shares.

Under applicable provisions of the Florida Business Corporation Act, business to
be considered at the Annual Meeting is confined to that business described in
the notice of meeting to which this proxy statement is attached. Thus, the
matters to come before the meeting will be limited to those matters described in
the notice. All proxies presented at the Annual Meeting, whether given to vote
in favor of or against the foregoing proposals, will, unless contrary written
instructions are noted on the form of proxy, also entitle the persons named in
such proxy to vote such proxies in their discretion on any proposal to adjourn
the meeting or otherwise concerning the conduct of the meeting.

Shareholders have the right to revoke their proxies by notifying the Secretary
of the Company in writing at any time prior to the time the common shares
represented thereby are actually voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, before the vote is taken at the Annual
Meeting, either a written notice of revocation bearing a later date than the
proxy, or a duly executed proxy relating to the same shares bearing a later date
than the other proxy, or (ii) attending the Annual Meeting and voting in person
(although attendance at the meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy or subsequent proxy
should be sent to CTD Holdings, Inc., 27317 NW 78th Avenue, High Springs,
Florida 32643, Attention: Secretary.

Under the applicable provisions of the Florida Business Corporation Act and the
Company's By-Laws, if a quorum is present, the favorable vote of a simple
majority of the votes cast by holders of Common Stock, voting in person or by
proxy, at the Annual Meeting will be required in order to approve the matters
referred to in proposals (1), (2) and (3)below.

PROPOSAL 1 - ELECTION OF DIRECTORS

Two (2) directors, constituting the entire Board of Directors, is proposed to be
elected to serve until the next Annual Meeting of shareholders, or until a
successor shall be elected and shall qualify. The following persons are proposed
to be nominated:

Principal Occupation Year First
and Other Major Became

Name, Age Age Affiliations Director

C.E. Rick Strattan 55 President, CEO and Chairman 1990

George L. Fails 56 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.

The principal occupation of the nominees during at least the last five years is
that shown in the table above. If the nominees for directors should become
unavailable for election (which the Board of Directors has no reason to believe
will be the case), the shares represented by the enclosed proxy will be voted
for such substitute nominees as may be nominated by the Board of Directors.

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.

PROPOSAL 2 - AMENDING THE COMPANY'S ARTICLES OF INCORPORATION

TO EXPAND THE BUSINESS PURPOSE OF THE CORPORATION,
TO INCREASE THE CAPITALIZATION OF THE CORPORATION, AND

TO ADD INDEMNIFICATION PROVISIONS FOR OFFICERS AND DIRECTORS.

At the Annual Meeting of Shareholders, a proposal will be considered and acted
upon to amend the Articles of Incorporation of the Corporation: to expand and
alter the business Purpose of the Corporation; to increase the Capital Stock of
the Corporation from 10,000,000 shares of $0.001 par value common stock to
100,000,000 shares of $0.001 par value common stock; and to insert and include
indemnification provisions for the Corporation's officers and directors.

The Board of Directors recommends for shareholder approval the proposal to
expand and alter the business Purpose of the corporation. The Company believes
that the proposed changes in the business Purpose, would allow the Company to
further expand, and pursue growth, through equity investment in other
businesses. The Company contemplates pursuing limited equity investments in
businesses offering growth and profitability. A limited equity investment would
limit and/or reduce risk, maintain control and avoid ongoing operational or
capital expenses.

The Board of Directors recommends for shareholder approval the proposal to
increase the Capital Stock of the Corporation from 10,000,000 shares of $0.001
par value common stock to 100,000,000 shares of $0.001 par value common stock.
The Company believes that the proposed increase in Capitalization would provide,
in part: availability for future dividends and distributions to existing
shareholders, creation of an employee stock option program, availability in
raising additional capital, availability for possible acquisitions and the
ability to accommodate and support the change in the business Purpose, providing
for Company expansion and growth.

The Board of Directors recommends for shareholder approval the proposal to
insert and include indemnification provisions for the Corporation's officers and
directors. The Company believes that, although indemnification is available to
Company officers and directors under state law, and the Company By-laws, the
proposed inclusion of indemnification provisions, will allow the Company to
aggressively pursue and attract highly qualified and experienced individuals to
serve as directors.

The proposal to be voted upon would amend Article IV and Article V, and insert
Article X into the Company's Articles of Incorporation, so that the paragraphs
would read as follows:

Article IV

1. To engage in any activity or business authorized under the Florida Statutes.

2. In general, to carry on any and all incidental business: to have and exercise
all the powers conferred by the laws of the state of Florida, and to do any and
all things herein set forth to the same extent as a natural person might or
could do.

3. To purchase or otherwise acquire, undertake, carry on, improve, or
develop, all or any of the business, good will, rights, interests, assets,
capital stock and liabilities of any person, firm, association, or corporation
carrying on any kind of business of a similar nature to that which this
corporation is authorized to carry on, pursuant to the provisions of this
certificate; and to hold, utilize, or in any manner dispose of the rights,
interests, capital stock and property so acquired.

4. To enter into and make all necessary contracts for its business with any
person, entity, partnership, association, corporation, domestic or foreign, or
of any domestic or foreign state, government, or governmental authority, or of
any political or administrative subdivision, or department thereof, and to
perform and carry out, assign, cancel, rescind any of such contracts.

5. To exercise all or any of the corporate powers, and to carry out all or any
of the purposes, enumerated herein otherwise granted or permitted by law, while
acting as an agent, nominee, or attorney-in-fact for any persons or
corporations, and perform any service under contract or otherwise for any
corporation, joint stock company, association, partnership, firm, syndicate,
individual, or other entity, and in such capacity or

under such arrangement, to develop, improve, stabilize, strengthen, extend the
property and commercial interest thereof, and to aid, assist, or participate in
any lawful enterprises in connection therewith or incidental to such agency,
representation, or service, and to render any other service or assistance
insofar as it lawfully may under the laws of the state of Florida, providing for
the formation, rights, privileges, and communities of corporation for profit.

7. The several clauses contained in this statement of the general nature of the
business or businesses to be transacted shall be construed as both purposes and
powers of this corporation, and statements contained in each clause shall,
except as otherwise expressed, be in no ways limited or restricted by reference
to or inference from the terms of any other clause. They shall be regarded as
independent purposes and powers.

Nothing herein contained shall be deemed or construed as authorizing or
permitting, or purporting to authorize or permit the corporation to carry on any
business, exercise any power, or do any act which the corporation may not, under
the laws of the state of Florida, lawfully carry on, exercise, or do.

ARTICLE V

Capital Stock. The total number of shares of capital stock that this Corporation
shall have the authority to issue and to have outstanding at any one time is one
hundred million (100,000,000) shares of common stock with $0.001 par value per
share. The Board of Directors is expressly authorized, pursuant to Section
607.0602 of the Florida Business Corporation Act, to provide for the
classification and reclassification of any unissued shares of Common Stock
without the approval of the shareholders of the Corporation, all within the
limitations set forth in Section 607.0601 of the Florida Business Corporation
Act. Except as otherwise required by law all rights to vote and all voting power
shall be vested exclusively in holders of the Common Stock. Cumulative voting by
any shareholder is hereby expressly denied. No shareholder of this Corporation
shall have, by reason of its holding shares of any class or series of stock of
the Corporation, any preemptive or preferential rights to purchase or subscribe
for any other shares of any class or series of this Corporation now or hereafter
authorized, and any other equity securities, or any notes, debentures, warrants,
bonds or other securities convertible into or carrying options or warrants to
purchase shares of any class, now or hereafter authorized, whether or not the
issuance of any such shares, or such notes, debentures, bonds or other
securities, would adversely affect the dividend or voting rights of such
shareholder;

ARTICLE X

Indemnification. The Corporation shall, to the fullest extent permitted or
required by the Florida Business Corporation Act, including any amendments
thereto ( but in the case of any such amendment, only to the extent such
amendment permits or requires the Corporation to provide broader indemnification
rights than prior to such amendment), indemnify its Directors and Executive
Officers against any and all Liabilities, and advance any and all reasonable
Expenses, incurred thereby in any Proceeding to which any such Director or
Executive Officer is a Party or in which such Director or Executive Officer is
deposed or called to testify as a witness because he or she is or was a Director
or Executive Officer of the Corporation. The rights to indemnification granted
hereunder shall not be deemed exclusive of any other rights to indemnification
against Liabilities or the advancement of Expenses which a Director or Executive
Officer may be entitled under any written agreement, Board of Directors'
resolution, vote of shareholders, the Florida Business Corporation Act, or
otherwise. The Corporation may, but shall not be required to, supplement the
foregoing rights to indemnification against Liabilities and advancement of
Expenses by the purchase of insurance on behalf of any one or more of its
Directors or Executive Officers whether or not the Corporation would be
obligated to indemnify or advance Expenses to such Director or Executive Officer
under this Article. For purposes of this Article, the term "Directors" includes
former directors of the Corporation and any director who is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
including, but not limited to, any employee benefit plan (other than in the
capacity as an agent separately retained and compensated for the provision of
goods or services to the enterprise, including, but not limited to,
attorneys-at-law, accountants, and financial consultants). For purposes of this
Article, the term "Executive Officers" includes those individuals who are or
were at any time "executive officers" of the Corporation as defined in
Securities and Exchange Commission Rule 3b-7 promulgated under the Securities
Exchange Act of 1934, as amended. All other capitalized terms used in this
Article and not

otherwise defined herein have the meaning set forth in Section 607.0850 of the
Florida Business Corporation Act. The provisions of this Article are intended
solely for the benefit of the indemnified parties described herein and their
heirs and personal representatives and shall not create any rights in favor of
third parties. No amendment to or repeal of this Article shall diminish the
rights of indemnification provided for herein prior to such amendment or repeal.

PROPOSAL 3 - APPROVAL OF 1:4 REVERSE STOCK SPLIT

OF THE CORPORATION'S COMMON SHARES

The Board of Directors recommends for shareholder approval the proposal to
effect a one-for-four (1:4) reverse stock split of the issued and outstanding
Common Stock of the Company. The proposed reverse stock split will reduce the
number of issued and outstanding shares of Common Stock of the Company as of the
record date from 4,846,220 to approximately 1,211,555. Except for changes in the
number of shares of stock issued and outstanding, the rights and privileges of
holders of shares of Common Stock will remain the same, both before and after
the proposed reverse stock split. The proposed stock split would become
effective on the date of shareholder approval (the "Effective Date"). Commencing
on the Effective Date, each currently outstanding certificate will be deemed for
all corporate purposes to evidence ownership of the reduced number of shares
resulting from the proposed reverse stock split. New stock certificates
reflecting the number of shares resulting from the stock split will be issued
only as currently outstanding certificates are transferred or upon request. The
Company will not issue fractional shares upon consummation of the reverse stock
split. Instead, the Company will, upon surrender of their certificate, send to
each shareholder otherwise entitled to receive a fractional share as of the
record date of the stock split, an amount in cash equal to the value of such
fractional share, based on the then current market price of the Common Stock
following the reverse stock split, as determined by the Board of Directors.

The Company believes that the proposed reverse stock split is necessary to
enable the Common Stock to trade at an appropriate price per share for, among
other reasons, NASDAQ or exchange listing application purposes.

The Board of Directors recommends that all shareholders vote "FOR" approval of
the Two nominees to the Company's Board of Directors, and "FOR" approval of the
proposed amendments to the Articles of Incorporation of CTD Holdings, Inc., and
"FOR" approval of a 1:4 reverse stock split of the corporation's common shares.

OWNERSHIP OF SECURITIES

The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of January 22,
2002, for (i) all persons who are beneficial owners of five percent or more of
the Company's Common Stock, (ii) each director and nominee for director, (iii)
the Company's Chief Executive Officer and the other executive officers named in
the Summary Compensation Table below, and (iv) all current executive officers
and directors as a group as of January 22, 2002:

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

C.E. Rick Strattan(1) 2,836,000 58.52%
4123 N.W. 46th Avenue
Gainesville, FL 32606

George L. Fails 40,000 0.83%
2420 NW 142nd Avenue
Gainesville, FL 32609
All Officers and Directors as a group 2,876,000 59.35%

** Securities "beneficially owned" are determined in accordance with the
definition of "beneficial ownership" as set forth in regulations promulgated
under the Securities Exchange Act of 1934, and accordingly may include
securities owned by or for, among others, the spouse and/or minor children of an
individual, as well as other securities as to which the individual has or shares
voting or investment power or which each person has the right to acquire within
sixty days of the date hereof through the exercise of options, or otherwise.

***Percentage of beneficial ownership is based upon 4,846,220 shares of Common
Stock, all of which were outstanding on January 22, 2002. For each named person,
this percentage includes Common Stock of which such person has the right to
acquire beneficial ownership either currently or within 60 days of January 22,
2002, including, but not limited to, upon the exercise of an option; however,
such Common Stock shall not be deemed outstanding for the purpose of computing
the percentage owned by any other person. Such calculation is required by
General Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. Based
upon a review of 13G filings made with the Securities and Exchange Commission
during fiscal year 2000, there were no 5% shareholders other than Mr. Strattan.
(1) Includes 1,000,000 shares held by Strattan Associates, Ltd., of which Mr.
Strattan is the general partner. Strattan Associates, Ltd. is a limited
partnership established by Mr. Strattan for estate tax purposes and is not
otherwise engaged in business.

COMPLIANCE WITH SEC REPORTING REQUIREMENTS

Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than five percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in their ownership to the
Securities and Exchange Commission ("SEC"). Specific due dates have been
established by the SEC, and the Company is required to disclose in this Proxy
Statement any failure to file by those dates. Based upon (i) the copies of
Section 16(a) reports that the Company received from such persons for their 2000
fiscal year transactions and (ii) the written representations received from one
or more of such persons that no annual Form 5 reports were required to be filed
for them for the 2000 fiscal year, the Company believes that there has been
compliance with all Section 16(a) filing requirements applicable to such
officers, directors, and five-percent beneficial owners for such fiscal year.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

The Board of Directors sets the compensation of the Chief Executive Officer,
reviews the design, administration and effectiveness of compensation programs
for other key executives, and approves stock option grants for all executive
officers. The Board of Directors believes that compensation programs should be
designed to attract, motivate and retain talented executives, and should be
determined within a competitive framework and based on the achievement of
designated financial targets, individual contribution, customer satisfaction and
financial performance relative to that of the Company's competitors. Within this
overall philosophy, the Company's objectives are to: Offer a total compensation
program that takes into consideration the compensation practices of a group of
peer companies and other selected companies with which the Company competes for
executive talent (the "Peer Companies"); Provide annual variable incentive
awards that take into account the Company's overall financial performance in
terms of designated corporate objectives, as well as individual contributions
and customer satisfaction; Align the financial interests of executive officers
with those of shareholders by providing significant equity-based, long-term
incentives.The three major components of the Company's executive officer
compensation are: (i) base salary, (ii) variable incentive awards, and (iii)
long-term, equity-based incentive awards. The base salary for each executive
officer is determined at levels considered appropriate for comparable positions
at Peer Companies. To reinforce the attainment of Company goals, the Board of
Directors believes that a substantial portion of the annual compensation of each
executive officer should be in the form of variable incentive pay. The annual
incentive pool for executive officers is determined on the basis of the
Company's achievement of the financial performance targets established at the
beginning of the fiscal year. The incentive plan sets a threshold level of
Company performance based on both revenue and profit before interest and taxes
that must be attained before any incentives are awarded. The Board of Directors
determines the size of long-term, equity-based incentives according to each
executive's position within the Company and sets a level it considers
appropriate to create a meaningful opportunity for stock ownership. In addition,
the Board of Directors takes into account an individual's recent performance,
potential for future responsibility and promotion, and the number of unvested
options held by each individual at the time of the new grant.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth the compensation earned, by the Company's Chief
Executive Officers for services rendered in all capacities to the Company and
its subsidiaries for each of the last three fiscal years. No executive officer
who would have otherwise been includable in such table on the basis of salary
and bonus earned for the 2000 fiscal year has been excluded by reason of his or
her termination of employment or change in executive status during that fiscal
year. The individuals included in the table will be collectively referred to as
the "Named Officers."

SUMMARY COMPENSATION TABLE

(three fiscal years ended December 31, 1998, 1999 and 2000)

Annual Long Term

Compensation Compensation

Other All
Annual Other
Name and Position Year Salary Bonus Compensation Compensation

C.E. Rick Strattan 2000 $32,918 -0- -0- $40,000 (1)
President & Chief Executive Officer 1999 $42,000 -0- -0- $7,800 (2)
1998 $15,500 $10,000 -0- -0-

George L. Fails 2000 -0- -0- -0- -0-
Chief Operating Officer 1999 -0- -0- -0- -0-
1998 -0- -0- -0- -0-

Lisa Stephens (3) 2000 -0- -0- -0- -0-
Chief Financial Officer 1999 -0- -0- -0- -0-
1998 $25,000 $500 -0- -0-

(1) Reflects Grants of 336,000 shares
(2) Reflects Grants of 200,000 shares

(3) Ms. Stephens resigned her position with the Company in 1999, and therefore
is no longer an executive officer subject to Section 16(a) of the Securities
Exchange Act of 1934.

PERFORMANCE-BASED STOCK COMPENSATION
On January 28, 1999, the Board of Directors authorized a bonus of $10,000 and
250,000 common shares to Mr. Strattan and 1,500 shares to Lisa Stephens for
their work in 1999. The Company believes Ms. Stephens shares were never vested
and are in the process of being cancelled.

On April 5, 1999, the Board of Directors approved the repurchase of 106,474
common shares from Burckhardt and Company for a total consideration of
$6,388.44. On November 3, 1999, the Board of Directors authorized a payment of
100,000 common shares to C.E. Rick Strattan in consideration of his work in
2000. These shares were issued in 2000.

During 2000, the Company compensated Mr. Strattan in part by the transfer of a
total of 336,000 common shares throughout the course of the year.

STOCK OPTIONS

1999 Incentive Stock Option Plan - The Company adopted a nonqualified employee
stock option plan to provide incentives to directors, employees and consultants.
Up to 79,000 shares may be issued under this plan. Options and condition of
exercise are at the discretion of the Board of Directors. The option price can
be no less than fair market value of the underlying stock on the date of award.
On June 1, 1999, the Company awarded an option to an employee for 20,000 shares
under the plan. The option price of $.50 per share is equal to private stock
sales of unregistered shares during 1999 which was deemed to be fair value.
Therefore, no compensation expense was recorded at issuance. During 2000, the
option was canceled in accordance with its terms.

NSME Stock Bonus Plan - In 1999, the Company formed Nature Spirit Mushroom
Enterprises, Inc. (NSME), a 99% owned subsidiary, to grow mushrooms and to
develop and market a line of mushroom based products. Natural Spirit adopted a
stock bonus plan whereby an officer of Natural Spirit can receive Natural Spirit
common stock owned by the Company if certain financial targets are met. The
stock bonus plan terminates June 1, 2001 unless extended by both the officer and
Natural Spirit. The stock bonus is contingent on the Company fully completing
its current private placement of 650,000 shares of common stock and the officer
being in the employ of the Company for a minimum of two years and at the end of
each calendar year for which a stock bonus is due. The officer will be awarded
100 shares of Natural Spirit stock owned by the Company for each $12,500 of net
income earned by Natural Spirit, in excess of net income required to repay
intercompany loans due to the Company. Up to 2,000 shares (20% of Natural
Spirit: outstanding stock) can be awarded per year and the award is made
annually for the prior year. There were no shares earned or due at December 31,
2000. 1994 Employee Stock Option Plan - The Company adopted a nonqualified
employee stock issuance plan to provide incentives to employees. The Company has
reserved 100,000 shares of voting common stock under this Plan. Stock issued
under this plan is at the discretion of the Board of Directors of the Company
and bears a restrictive legend. All shares issued pursuant to this Plan must be
held for a minimum of two years and become fully vested after five years. During
the three year period beginning on the first day of the third year after
issuance and ending five years after issuance, the Company shall purchase all or
any part of the shares from the employee upon the employee's written request;
the purchase price of the shares shall be 50% of the then current market value
of the shares. The Company no longer has an obligation to repurchase the stock.
Prior to December 31, 1999, any change in the valuation of this account was
recorded as a gain or loss in the accompanying statement of operations. The
Company's repurchase obligation for stock held by former employees was valued at
50% of the bid price on the date of the employee's termination. The Company
recorded a gain of $1,660 in 1999 from the expiration of the repurchase
obligation of 8,000 shares issued in 1994. The officer is no longer in the
employ of the Company and there were no shares earned or subject to repurchase
at December 31, 2000.EMPLOYMENT AGREEMENTS On May 30, 2001, the Company entered
into an employment agreement with Mr. Strattan for a term of one (1) year with
an option of additional one (1) year terms. The agreement provides for annual
compensation of $30,000.00 during the term of the employment. The agreement also
provides certain benefits and perquisites provided by the Company to its
executive officers from time-to-time, including health insurance, the premium
for which shall not exceed $4,800.00 annually. The Agreement acknowledged that
approximately $100,000 in accrued salary was due Mr. Strattan, and the parties
agreed to accord and satisfaction through the issuance of 800,000 shares of the
Company's common stock at a rate of $0.125 per share reflecting the value of the
common shares on May 30, 2001. The Company agreed to register said common shares
as soon as practicable in accordance with state and federal securities laws.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 10, 1998, the Company purchased 10,000 shares of common stock from
Atlanta Syndication Network, Inc. for $5,000. The shares were originally issued
in April 1997. The shares were canceled after the Company bought them. On
November 24, 1998, the Company issued 106,474 shares to Burckhardt and Co. for
its services performed in 2000. On January 28, 1999, the Board of Directors
authorized a bonus of $10,000 and 250,000 common shares to Mr. Strattan and
1,500 shares to Lisa Stephens for their work in 2000.

On March 10, 1999, the Company adopted a resolution whereby 10,000 shares of the
Company's common stock, issued in the name of Gregory V. DeLong, be returned to
the Company's treasury stock as authorized but unissued shares, pursuant to a
Stock Power retained by the Company.

On March 1, 2000, the Company entered into a one year public relations contract
with a consultant. The Company issued the consultant 200,000 shares of common
stock. The Company valued the shares at $40,000, approximately 50% less than the
bid price on the contract date. The Company recorded a prepaid asset of $40,000,
which is being amortized over one year, the life of the contract. On March 13,
2000, CTD entered into an agreement with Randy "Lazarus" McAtee d/b/a "Small
Potatoes" to provide financial public relations services for CTD for one year.
CTD has compensated Mr. McAtee by the transfer of 100,000 restricted shares. On
April 1, 2000, the Company adopted a stock bonus plan for the Company's
president. The amount of stock due each month is equal to $5,000 divided by 50%
of the lowest stock trade amount for that month. The Company issued 75,566
shares and expensed $45,000 during 2000.

On June 1, 2000, Natural Spirit entered into an employment agreement with John
Lindsay. Under the terms of the agreement, Mr. Lindsay will be able to purchase
79% of the shares of Natural Spirit if a certain net annual profit is obtained
each year while he is still employed as President ( 1% of the shares of Natural
Spirit for every $12,500 in net profit). According to the schedule upon which
Mr. Lindsay's share rights may vest, CTD may lose control of Natural Spirit
within four years of its creation. Mr. Lindsay will also receive a salary of
$1,000 per month. On October 1, 2000, Mr. Lindsay's salary increased to $2,000
per month. His salary will be $3,000 per month through the year 2,000 and then
increase to $4,000 the following year. Mr. Lindsay and Mr. Strattan are the sole
directors of Natural Spirit. CTD has certain buy-out rights with regard to a
possible spin-off of Natural Spirit. Neither John Lindsay nor Mr. Strattan will
receive compensation for their positions as directors of Natural Spirit. On
November 3, 2000, the Board of Directors authorized a bonus of 100,000 common
shares to C.E. Rick Strattan in consideration of his work in 2000. These shares
were issued in 2000.

During 2000, the Company compensated Mr. Strattan in part by the transfer of a
total of 336,000 common shares throughout the course of the year. The Company
has the following note receivable due from an employee at December 31, 2000 of
$10,708. Mr. Strattan periodically advances the Company short term loans and
defers receipt of salary. The balance due is $57,419 at December 31, 2000. The
loans are due on demand, include interest at 8%, and are unsecured. Interest
expense related to the loans total $1,637 for the year ended December 31, 2000.

Subsequent to December 31, 2000, the stockholder agreed to enter into a
long-term debt obligation related to this $57,419. The new note bears interest
at 10%. Interest and principal are due April 15, 2002. Accordingly the $57,419
has been classified as a long term debt at December 31,2000.

SHAREHOLDER PROPOSALS FOR 2002 PROXY STATEMENT

Shareholder proposals that are intended to be presented at the Company's Annual
Meeting of Shareholders to be held in 2003 must be received by the Company no
later than November 30, 2002 in order to be included in the proxy statement and
related proxy materials. Please send any such proposals to CTD Holdings, Inc.,
27317 NW 78th Avenue, in the city of High Springs, Florida 32643, Attn: Investor
Relations. In addition, the proxy solicited by the Board of Directors for the
2002 Annual Meeting of Shareholders will confer discretionary authority to vote
on any shareholder proposal presented at that meeting.

FORM 10-KSB

THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
2000, AND A COPY OF THE COMPANY'S REPORT ON FORM 10-QSB FOR THE PERIOD ENDED
SEPTEMBER 30, 2001, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF
EXHIBITS. REQUESTS SHOULD BE SENT TO CTD HOLDINGS, INC., 27317 NW 78th AVENUE,
IN THE CITY OF HIGH SPRINGS, FLORIDA 32643, ATTN: INVESTOR RELATIONS.

OTHER MATTERS

The Board knows of no other matters to be presented for shareholder action at
the Annual Meeting. However, if

other matters do properly come before the Annual Meeting or any adjournments or
postponements thereof, the Board intends that the persons named in the proxies
will vote upon such matters in accordance with their best judgment.

Proxies are being solicited by and on behalf of the Board of Directors. The cost
of soliciting these proxies will be borne by the Company. In addition to the
solicitation of these proxies by mail, the Company will request banks, brokers
and other record holders to send proxies and proxy material to the beneficial
owners of the stock and secure their voting instructions. If necessary, the
Company may also use individuals, who will not be specifically compensated, to
solicit proxies from shareholders, either personally or by telephone, telegram
or letter. The Board and officers are not aware of any other matters which may
be presented for action at the meeting, but if other matters do properly come
before the meeting, it is intended that the shares of Common Stock, represented
by proxies in the accompanying form will be voted by the persons named in the
proxy in accordance with their best judgment.

You are cordially invited to attend this meeting. However, whether you plan to
attend the meeting or not, you are respectfully urged to sign and return the
enclosed proxy, which may be revoked if you are present at the meeting and so
request.

CTD HOLDINGS, INC.

C.E. Rick Strattan
President

March 9, 2002

PROXY

CTD Holdings, INC.

This Proxy is Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be Held March 29, 2001

The undersigned hereby appoints C.E. Rick Strattan, with individual power of
substitution and revocation, to vote all common shares of CTD Holdings, Inc.
(the "Corporation") which the undersigned would be entitled to vote, if
personally present at the Annual Meeting of shareholders to be held at 21317 NW
78th Avenue, in the city of High Springs, Florida 32643, on March 29, 2002, and
any adjournment thereof, upon matters indicated below as described in the Notice
of Annual Meeting of Shareholders and accompanying Proxy Statement dated March
9, 2002.

This Proxy will be voted in accordance with the instructions as indicated below.
If no instructions are given, this Proxy will be voted "FOR" approval of the Two
nominees to the Corporation's Board of Directors, and "FOR" approval of the
proposed amendments to the Articles of Incorporation of CTD Holdings, Inc., and
"FOR" approval of a 1:4 reverse stock split of the corporation's common shares.

Please sign where indicated and return this Proxy promptly in the
enclosed envelope.

1. Election of Two (2) Directors: C.E. Rick Strattan and George L.
Fails.
FOR AGAINST ABSTAIN

For all nominees except as noted:

2. Approval of the proposed amendments to the Articles of
Incorporation of CTD Holdings, Inc.
FOR AGAINST ABSTAIN

3. Approval of a 1:4 reverse stock split of the corporation's common
shares.
FOR AGAINST ABSTAIN

Please sign exactly as name appears on address label. Executors, administrators,
guardians, trustees, attorneys, and officers or representatives should give full
title. For joint owners, each owner should sign.

Signature Print Name Date

DEAR CTD HOLDINGS, INC. SHAREHOLDER:

You are cordially invited to attend the Annual Meeting of Shareholders
("Annual Meeting") of CTD Holdings, Inc. (the "Company") which will be held at
the principal offices of the Company, located at 27317 NW 78th Avenue, in the
city of High Springs, Florida 32643, on Friday, March 29, 2002, at 2:00 PM
Details of the business to be conducted at the Annual Meeting are given in the
attached Notice of Annual Meeting and Proxy Statement. If you do not plan to
attend the Annual Meeting, please complete, sign, date, and return the enclosed
proxy promptly in the accompanying reply envelope. If you decide to attend the
Annual Meeting and wish to change your proxy vote, you may do so automatically
by voting in person at the Annual Meeting. We look forward to seeing you at the
Annual Meeting.