**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-QSB**





x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF


THE
      SECURITIES EXCHANGE ACT OF 1934


FOR
      THE
      QUARTERLY PERIOD ENDED JUNE 30, 2007





 ̈
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





COMMISSION
      FILE NUMBER: 0-18718





**CT
      HOLDINGS ENTERPRISES, INC.**


(EXACT
      NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





DELAWARE
            
            75-2242792(STATE
                OR OTHER JURISDICTION OF
            
            (I.R.S.
                EMPLOYERINCORPORATION
                OR ORGANIZATION)
            
            IDENTIFICATION
                NO.)




2100
      MCKINNEY AVE., SUITE 1500, DALLAS, TEXAS 75201


(ADDRESS
      OF PRINCIPAL EXECUTIVE OFFICES)


(214)
      750-2452


(REGISTRANT’S
      TELEPHONE NUMBER, INCLUDING AREA CODE)





TWO
      LINCOLN CENTER, SUITE 1600, DALLAS, TEXAS 75240


(FORMER
      NAME, FORMER ADDRESS AND FORMER FISCAL YEAR IF CHANGED SINCE LAST
      REPORT)








Indicate
      by check mark whether the registrant,  (1) has filed all reports
      required to be filed by Section13 or 15(d) of the Securities Exchange Act of
      1934 during the preceding 12 months (or for such shorter period the registrant
      was required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.  Yes x No 





Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
        (Check one):


Large
                accelerated filer  ̈
            Accelerated
                filer   ̈
            Non-accelerated
                filer x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).  Yes x No  ̈





Class
            Outstanding
                at August 10, 2007Common
                Stock, Par value $.01 per share
            2,894,675




Transitional
      Small Business Disclosure Format  Yes   ̈  No  x









CT
      HOLDINGS ENTERPRISES, INC.


FORM
      10-QSB


QUARTERLY
      REPORT


FOR
      THE
      QUARTERLY PERIOD ENDED


JUNE
      30,
      2007




Table
                  of Contents
              PagePART
                  I – FINANCIAL INFORMATIONItem
                  1.     Financial Statements
              3Unaudited
                  Balance Sheets as of June 30, 2007 and
                  December 31, 2006
              3Unaudited
                  Statement of Operations for the three and
                  six months ended June 30, 2007 and 2006
              4Unaudited
                  Statement of Cash Flows for the six months
                  ended June 30, 2007 and 2006
              5Notes
                  to Unaudited Interim Financial
                  Statements
              6Item
                  2.     Management’s Discussion
                  and Analysis of Financial Condition and Results of
                  Operations
              8Item
                  3.     Controls and
                  Procedures
              14PART
                  II – OTHER INFORMATIONItem
                  6.     Exhibits
              15Signatures
              16
  2
 ***Table
            of Contents***




CT
      HOLDINGS ENTERPRISES, INC.


UNAUDITED
      BALANCE SHEETS





JUNE
                30,
            
            
            DECEMBER
                31,2007
            
            
            2006ASSETSCURRENT
                ASSETSCash
            
            $
            271
            
            
            $
            197TOTAL
                ASSETS
            
            $
            271
            
            
            $
            197LIABILITIES
                AND STOCKHOLDERS’ DEFICITCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            57,418
            
            
            $
            392,681Advance
                payable to officer
            
            
            6,092
            
            
            
            46,288Note
                payable to shareholder including accrued interest of$0
                and $7,801
            
            
            -
            
            
            
            16,801Total
                current liabilities
            
            
            63,510
            
            
            
            455,770COMMITMENTS
                AND CONTINGENCIESPREFERRED
                STOCK, $0.01 stated value per share; 1,000,000 shares
                authorized;No
                shares issued or outstanding
            
            
            -
            
            
            
            -COMMON
                STOCK, $.01 par value per share; 60,000,000 shares
                authorized;2,397,264
                and 836,370 shares issued and outstanding at June  30, 2007
                andDecember
                31, 2006.
            
            
            23,973
            
            
            
            8,364COMMON
                STOCK, pending issuance (38,572 shares at December 31,
                2006)
            
            
            -
            
            
            
            600,000ADDITIONAL
                PAID-IN CAPITAL
            
            
            59,082,536
            
            
            
            58,238,845ACCUMULATED
                DEFICIT
            
            
            (59,169,748
            )
            
            
            (59,302,782
            )Total
                stockholders’ deficit
            
            
            (63,2389
            )
            
            
            (455,573
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            271
            
            
            $
            197





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




3
 ***Table
          of Contents***




CT
      HOLDINGS ENTERPRISES, INC.


UNAUDITED
      STATEMENTS OF OPERATIONS






THREE
                MONTHS ENDED,
            
            
            SIX
                MONTHS ENDEDJUNE
                30
            
            
            JUNE 30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
                and administrative expense
            
            
            7,117
            
            
            
            48,895
            
            
            
            69,034
            
            
            
            122,560Stock
                based compensation expense
            
            
            -
            
            
            
            -
            
            
            
            34,800
            
            
            
            -Gain
                on settlement of liabilities
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            - -Debt
                settlement gain
            
            
            -
            
            
            
            (280,359
            )
            
            
            (237,281
            )
            
            
            (280,359
            )Interest
                expense
            
            
            -
            
            
            
            168,266
            
            
            
            413
            
            
            
            411,342Income
                (loss) before income taxes
            
            
            (7,117
            )
            
            
            63,198
            
            
            
            133,034
            
            
            
            (253,543
            )Provision
                for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
                income (loss)
            
            $
            (7,117
            )
            
            $
            63,198
            
            
            $
            133,034
            
            
            $
            (253,543
            )Net
                income (loss) per share - basic and diluted
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.07
            
            
            $
            0.00Weighted
                average common shares outstanding-
                basic and diluted
            
            
            2,397,264
            
            
            
            67,245,928
            
            
            
            1,920,839
            
            
            
            67,245,928




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




4
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          of Contents***




CT
      HOLDINGS ENTERPRISES, INC.


UNAUDITED
      STATEMENTS OF CASH FLOWS




SIX
                MONTHS ENDEJUNE
                30,2007
            
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income (loss)
            
            $
            133,034
            
            
            $
            (253,543
            )Adjustments
                to reconcile net income (loss) to net cashused
                in operating activities:Amortization
                of deferred debt discount
            
            
            -
            
            
            
            250,290Accrual
                for litigation and related interest
            
            
            -
            
            
            
            137,951Gain
                on settlement of accounts payable
            
            
            (237,281
            )
            
            
            (280,359
            )Stock
                compensation expense
            
            
            34,800
            
            
            
            -Changes
                in operating assets and liabilities:Accounts
                payable and accrued expenses
            
            
            26,518
            
            
            
            125,661Payable
                to CDSS Wind Down Inc.
            
            
            -
            
            
            
            20,000NET
                CASH USED IN OPERATING ACTIVITIES
            
            
            (42,929
            )
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIESShares
                issued to officer for cash advance
            
            
            36,911
            
            
            
            -Cash
                advance from officer
            
            
            6,092
            
            
            
            -NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            43,003
            
            
            
            -Net
                increase in cash and cash equivalents
            
            
            74
            
            
            
            -Cash
                and cash equivalents at the beginning of the period
            
            
            197
            
            
            
            197Cash
                and cash equivalents at the end of the period
            
            $
            271
            
            
            $
            197SUPPLEMENTAL
                DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:Common
                stock issued to related party for legal services
            
            $
            15,000
            
            
            $
            -Common
                stock issued to officer to settle advances and notes
                payable
            
            $
            63,089
            
            
            $
            -Contribution
                from CDSS to pay legal expenses
            
            $
            109,500
            
            
            $
            -Payment
                of liability by officer recorded as an advance
            
            $
            -
            
            
            $
            20,000





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




5
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          of Contents***





CT
      HOLDINGS ENTERPRISES, INC.


NOTES
      TO
      FINANCIAL STATEMENTS


JUNE
      30,
      2007





NOTE
      A -
      NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





*Interim
      Financial Statements and Basis of Presentation*





These
      unaudited interim financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States for interim
      financial information and in the opinion of management, reflect all adjustments
      (consisting of normal, recurring adjustments) necessary to present fairly,
      the
      financial position, results of operations and cash flows of CT Holdings
      Enterprises, Inc. (“CT Holdings” or the “Company”).  On March 13, 2006
      the Company changed its name from CT Holdings, Inc. to CT Holdings Enterprises,
      Inc.





Some
      information and footnote disclosures normally included in the financial
      statements prepared in accordance with generally accepted accounting principles
      in the United States have been condensed or omitted pursuant to rules and
      regulations promulgated by the Securities and Exchange Commission (the
“Commission”).  The results of operations for the interim periods
      shown herein are not necessarily indicative of the results to be expected for
      any future interim period or for the entire year.  These statements
      should be read together with the audited financial statements and notes thereto
      included in the Company’s Form 10-KSB for the year ended December 31, 2006 on
      file with the Commission.





*Description
      of Business*





CT
      Holdings provides management expertise including consulting on operations,
      marketing and strategic planning and a single source of capital to early stage
      technology companies. The Company was incorporated in Delaware in 1992. The
      business model is designed to enable the companies with whom the Company
      acquires or invests to become market leaders in their industries. The strategy
      over the years has led to the development, acquisition and operation of
      technology based businesses with compelling valuations and strong business
      models. The goal is to realize the value of these investments for the Company's
      shareholders through a subsequent liquidity event such as a sale, merger or
      initial public offering of the investee companies.  However, our
      business model is constrained by our lack of capital. At June 30, 2007, the
      Company does not hold any investments and does not have any products or
      services, customers or revenue, and the Company has no other lines of
      business.





*Liquidity*





The
      Company has incurred recurring operating losses and has a stockholders' deficit
      at June 30, 2007 of $63,239. At June 30, 2007 there is a cash balance of $271
      and current liabilities total $63,510. The Company has limited access to capital
      at June 30, 2007, no plans to raise capital, and management has not identified
      sources of capital at June 30, 2007. Past funding needs of the business have
      been provided by financings through notes payable, cash advances and additional
      investments from related parties, including the Company's CEO and CITN
      Investment Inc ("CII"), an affiliate of the Company’s CEO, however there can be
      no assurance that such funds will be available from these related parties in
      the
      future. The Company has been and continues to be dependent upon outside
      financing to perform its business development activities, make investments
      in
      new technology companies and to fund operations.




*Reverse
      Stock Split*





On
      February 14, 2007 our shareholders approved a proposal to amend the Company’s
      Certificate of Incorporation to combine shares of the Comany’s common stock to
      effect a one for 70 reverse stock split. A 1 for 70 reverse stock split would
      make available sufficient authorized shares of common stock to settle
      commitments to issue shares and to potentially facilitate a corporate
      transaction such as a merger or financing. Corporate transactions of this nature
      could improve liquidity, however there can be no assurance that the Company
      will
      enter into any corporate transaction to improve liquidity. The effect of this
      reverse split has been reflected in all share data for all periods
      presented.




6
 ***Table
          of Contents***




The
      Company will continue to require working capital to fund operating expenses.
      At
      June 30, 2007, the Company has not identified sources of capital nor does the
      Company have any plans to raise sufficient amounts of capital to settle
      liabilities or to fund business development activities.





*Use
      of Estimates*





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenue and expenses during the reporting period. Actual
      results could differ from those estimates.





*Net
      Income (Loss) per Common Share*





Basic
      net
      income (loss) per common share is computed by dividing net income (loss) to
      common shareholders by the weighted average number of shares of common stock
      outstanding during the period.





Included
      in the weighted average number of common shares outstanding for the three and
      six months ended June 30, 2006 are 38,571 shares that would have been
      issued when a shareholder exercised his right to convert a note payable to
      common stock and 85,714 shares that would have been issued to the Company’s CEO
      when he exercised his right to exchange Parago shares for CT Holdings’ shares if
      the Company had the available authorized shares.  These shares have
      been included in the computation for the date that they would have been
      issued.  The effect of stock options for 41,679 shares of common stock
      outstanding at June 30, 2006 have been excluded from the weighted average shares
      computation as they are antidilutive. The Company had no common stock
      equivalents at June 30, 2007; therefore, for the three and six month periods
      ended June 30, 2007, diluted earnings per share are the same as basic earnings
      per share.





*Income
      Taxes*





In
      January 2007, the Company adopted the Financial Accounting Standards Board
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An
      Interpretation of FASB Statement No. 109” (FIN 48). This Interpretation
      clarifies the accounting for uncertainty in income taxes recognized in a
      company’s financial statements. FIN 48 requires companies to determine whether
      it is “more likely than not” that a tax position will be sustained upon
      examination by the appropriate taxing authorieties before any part of thebenefit
      can be recorded in the financial statements. it also provides guidance on the
      recognition, measurement and classification of income tax uncertainties, along
      with any related interest and penalties. The Company did not recognize any
      adjustments to our financial statements as a result of our implementation of
      FIN
      48.




NOTE
        B – RELATED PARTY TRANSACTIONS
 
 On
        March 2, 2007, the CEO exercised a right to acquire 250,000 shares of common
        stock for providing up to $100,000 of cash for working capital purposes.
        At
        December 31, 2006, the CEO had advanced the Company $46,288 against the $100,000
        commitment and at March 31, 2007, $6,408 remained available under his commitment
        due to the Company. This amount was received by the Company subsequent to
        March
        31, 2007. On March 9, 2007, in recognition of service to the Company, Mr.
        Economou, a director, was awarded 40,000 shares of common stock, Mr. Rogers,
        a
        director, was awarded 40,000 shares of common stock, Mr. Sawallich, a director,
        was awarded 20,000 shares of common stock, and Mr. Connelly, former Chief
        Financial Officer, was awarded 10,000 shares of common stock. During the
        first
        quarter of 2007, the Company issued 50,000 shares to a law firm in which
        the
        CEO’s brother-in-law is a partner, in exchange for a reduction in accrued legal
        expenses of $15,000. The Company also issued 5,000 shares each to two
        consultants. The Company recorded stock based compensation expense in the
        amount
        of $34,800 related to these issuances.
 
 Also
        on March 2, 2007, following the effectiveness of the 1 for 70 reverse stock
        split, the 85,715 unissued shares related to a previously exercised option
        were
        issued to the CEO, 38,572 shares of common stock related to the conversion
        of a
        note payable to a shareholder were issued to the shareholder and 1,014,286
        shares were issued to CII for an option exercised by CII.
 
 Pursuant
        to the terms of the transition services agreement with CDSS until its
        termination in December 2006, the Company agreed to pay CDSS $10,000 per
        quarter
        (reduced in July 2005 from $7,500 per month) for the services of its CEO,
        CFO
        and accounting and information management staff, as well as office rent and
        indirect overhead expenses. No amount was owed at March 31, 2007 because
        all
        amounts owed under the transition services agreement were released on December
        4, 2006 pursuant to the Agreement discussed above.
 
 During
        the three months ended March 31, 2007, CDSS paid $109,500 in legal expenses
        on
        behalf of the Company. The $109,500 has been recorded as a contribution from
        CDSS.
 
 On
        June 30, 2007, the Company received a cash advance from its CEO of approximately
        $6,000 for the purpose of paying various vendors.




On
        August
        7, 2007, the Company issued 500,000 shares of restricted common stock to
        Steven
        B. Solomon, the Company’s Chief Executive Officer, in connection with his
        services to the Company and further advances of funds. The Company issued
        the
        restricted common stock in reliance upon the exemption from registration
        provided by Section 4(2) of the Securities Act of 1933, as amended, pursuant
        to
        a transaction to one accredited investor not involving any public
        offering.


**ITEM
      2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS**




NOTE C – SUBSEQUENT EVENT


The
      following discussions should be read in conjunction with our audited financial
      statements and related notes included in our Annual Report on Form 10-KSB for
      the year ended December 31, 2006.  Our year ends on December 31, and
      each of our quarters end on the final day of a calendar quarter (March 31,
      June
      30, and September 30).  The following discussions contain
      forward-looking statements.  Please see Cautionary Statement Regarding
      Forward-Looking Statements and Risk Factors for a discussion of uncertainties,
      risks and assumptions associated with these statements.





**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**





This
      report on Form 10-QSB contains forward-looking statements within the meaning
      of
      the Private Securities Litigation Reform Act of 1995. CT Holdings Enterprises,
      Inc. (“CT Holdings” or the “Company”) bases these forward-looking statements on
      its expectations and projections about future events, which CT Holdings has
      derived from the information currently available to it. In addition, from time
      to time, CT Holdings or its representatives may make forward-looking statements
      orally or in writing. Furthermore, forward-looking statements may be included
      in
      T Holdings’ filings with the Securities and Exchange Commission or press
      releases or oral statements made by or with the approval of one of CT Holdings’
executive officers. For each of these forward-looking statements, CT Holdings’
claims the protection of the safe harbor for forward-looking statements
      contained in the Private Securities Litigation Reform Act of 1995. These
      forward-looking statements relate to future events or CT Holdings’ future
      performance, including but not limited to:




7
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          of Contents***







Ÿ
            possible
                or assumed future results of
                operations;


Ÿ
            future
                revenue and earnings; and


Ÿ
            business
                and growth strategies.





Forward-looking
      statements are those that are not historical in nature, particularly those
      that
      use terminology such as may, could, will, should, likely, expects, anticipates,
      contemplates, estimates, believes, plans, projected, predicts, potential or
      continue or the negative of these or similar terms. The statements contained
      in
      this Report that are not purely historical are forward-looking statements within
      the meaning of Section 27A of the Securities Act of 1933, as amended, and
      Section 21E of the Securities Exchange Act of 1934, as amended, including
      statements regarding the Company’s expectations, beliefs, intentions or
      strategies regarding the future. Forward-looking statements are subject to
      certain known and unknown risks and uncertainties that could cause actual
      results to differ materially from those expressed in any forward-looking
      statements. These risks and uncertainties include, but are not limited to,
      the
      following important factors with respect to CT Holdings:





Ÿ
            the
                uncertainty of general business and economic
                conditions;


Ÿ
            the
                financial performance of our
                investments;


Ÿ
            adverse
                developments, outcomes and expenses in legal proceedings;
                and


Ÿ
            those
                described under Risk Factors included in this
                document.





Forward-looking
      statements are only predictions as of the date they are made and are not
      guarantees of performance. All forward-looking statements included in this
      document are based on information available to CT Holdings on the date of this
      Report on Form 10-QSB. Readers are cautioned not to place undue reliance on
      forward-looking statements. The forward-looking events discussed in this Report
      on Form 10-QSB and other statements made from time to time by CT Holdings or
      its
      representatives may not occur, and actual events and results may differ
      materially and are subject to risks, uncertainties and assumptions about CT
      Holdings including without limitation those discussed elsewhere in this Form
      10-QSB under the heading Risk Factors as well as those discussed elsewhere
      in
      this Form 10-QSB, and the risks discussed in our Securities and Exchange
      Commission filings. Except for their ongoing obligations to disclose material
      information as required by the federal securities laws, CT Holdings is not
      obligated to publicly update or revise any forward-looking statement, whether
      as
      a result of new information, future events or otherwise. In light of these
      risks, uncertainties and assumptions, the forward-looking events discussed
      in
      this Report on Form 10-QSB and in other statements made from time-to-time by
      CT
      Holdings or its representatives might not occur.





**RISK
      FACTORS**





Investing
      in our common stock involves a high degree of risk.  Any of the
      following risks could materially adversely affect our business, operating
      results and financial condition and could result in a complete loss of your
      investment.





In
      addition to the other information in this Report, the following factors should
      be considered carefully in evaluating the Company and its
      business.  This disclosure is for the purpose of qualifying for the
      safe harbor provisions of Section 27A of the Securities Act of 1933, as amended,
      and Section 21E of the Securities Exchange Act of 1934, as
      amended.  It contains factors that could cause results to differ
      materially from such forward-looking statements.  These factors are in
      addition to any other cautionary statements, written or oral, which may be
      made
      or referred to in connection with any such forward-looking
      statement.





The
      following matters, among other things, may have a material adverse effect on
      the
      business, financial condition, liquidity, or results of operations of the
      Company.  Reference to these factors in the context of a
      forward-looking statement or statements shall be deemed to be a statement that
      any one or more of the following factors may cause actual results to differ
      materially from those in such forward-looking statement or
      statements.  Before you invest in our common stock, you should be
      aware of various risks, including those described below.  Investing in
      our common stock involves a high degree of risk. You should carefully consider
      these risk factors, together with all of the other information included in
      this
      Report, before you decide whether to purchase shares of our common stock. Our
      business and results of operations could be seriously harmed by any of the
      following risks. The trading price of our common stock could decline due to
      any
      of these risks, and you may lose part or all of your investment.




8
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          of Contents***




**GENERAL
      RISKS**





**WE
      HAVE RECEIVED A GOING CONCERN REPORT FROM OUR INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM, HAVE A HISTORY OF NET LOSSES AND WILL NEED ADDITIONAL FINANCING
      TO CONTINUE AS A GOING CONCERN.**





We
      have
      received a report from our independent registered public accounting firm for
      our
      year ended December 31, 2006 containing an explanatory paragraph that describes
      the uncertainty regarding our ability to continue as a going concern. Although
      we had a significant gain for the year ended December 31, 2006, we have a
      history of recurring operating losses and have a significant working capital
      deficiency at June 30, 2007 of $63,239. We had a cash balance of $271 at June
      30, 2007 and current liabilities total approximately $63,510. We have limited
      access to capital, no plans to raise capital, and we have not identified sources
      of capital at June 30, 2007. Our past funding needs of the business have been
      provided by financings through short-term notes payable and additional
      investments from related parties, including our CEO and CII, an entity of which
      our CEO is an officer, director and 50% shareholder, however there can be no
      assurance that such funds will be available from these related parties in the
      future. The Company has been and continues to be dependent upon outside
      financing to perform its business development activities, make investments
      in
      new technology companies and to fund operations.





**OUR
      CEO AND HIS AFFILIATES CONTROL A MAJORITY OF OUR VOTING
      SHARES.**





On
      February 14, 2007 our shareholders approved a proposal to amend the Company's
      Certificate of Incorporation to combine shares of the Company's common stock
      to
      effect a one for 70 reverse stock split. A 1 for 70 reverse stock split would
      make available sufficient authorized shares of common stock to settle
      commitments to issue shares and to potentially facilitate a corporate
      transaction such as a merger or financing. Following the reverse stock split
      and the
      issuance of shares that we were previously unable to issue due to the limited
      number of authorized shares, our CEO and his affiliates control a majority
      of
      the voting power of our common stock and may effect corporate transactions
      even if our other shareholders are opposed to such transactions. Corporate
      transactions of this nature could improve liquidity, however there can be no
      assurance that the Company will enter into any corporate transaction to improve
      liquidity.





**OUR
      BUSINESS FOCUS IS THE DEVELOPMENT AND ACQUISITION OF EARLY STAGE COMPANIES;
      HENCE, WE WILL ENCOUNTER NUMEROUS RISKS ASSOCIATED WITH OUR BUSINESS FOCUS
      AND
      OUR PRIOR OPERATING HISTORY MAY NOT BE A MEANINGFUL GUIDE TO EVALUATING OUR
      FUTURE PERFORMANCE.**





Our
      business model has been designed to enable the companies in whom we invest
      or
      acquire to become market leaders in their industries.  Our strategy
      over the years has led to the development, acquisition and operation of
      technology based businesses with strong business models and compelling
      valuations. We believe that the anticipated growth in technology creates strong
      opportunities for us to increase shareholder value by investing in early stage
      ventures well positioned for growth in their respective
      marketplaces.  Our business strategy seeks to increase the value of
      each investee by providing management, marketing and financial expertise along
      with financial capital and then realize this new value through a subsequent
      liquidity event such as a sale, merger or initial public offering of the
      investee companies.  However, the impact of any advice and expertise
      may be limited due to a lack of a significant ownership percentage in any of
      our
      investees and the lack of available capital.





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We
      have a
      limited history in executing our business strategy.  As a consequence,
      our prior operating history may not provide a meaningful guide to our prospects
      in emerging markets.  Moreover, our business model and prospects must
      be considered in light of the risk, expense and difficulties frequently
      encountered by companies in early stages of development, particularly companies
      in new and rapidly evolving markets. We may be unable to execute our strategy
      of
      developing our business due to numerous risks, including the
      following:





-
            We
                may be unable to identify or develop relationships with emerging
                companies.





-
            Any
                companies that we are able to attract may not succeed and the value
                of our
                assets and the price of our     common stock
                could consequently decline.





-
            Our
                business model is unproven and depends on the willingness of companies
                to
                participate in our business development model and collaborate with
                each
                other and us.





-
            Our
                expenses may increase as we build the infrastructure necessary to
                implement this model.





-
            We
                face competition from other incubators, some of which are publicly-
                traded
                companies, venture capital companies and large corporations; many
                of these
                competitors have greater financial resources and brand  name
                recognition than we do, which may make it difficult for us to effectively
                compete.





-
            We
                will require additional capital resources in order to implement our
                business model and we may not be able to obtain these resources on
                attractive terms, if at all.





**CT
      HOLDINGS HAS BEEN UNABLE TO OPERATE PROFITABLY**.





Historically,
      businesses and technologies in which we have invested were not controlled by
      us
      and as such we have been unable to rely on the investee company businesses
      for a
      source of cash flow, earnings, assets or capital.  There can be no
      assurance that CT Holdings will be able to successfully put in place the
      financial, administrative and managerial structure necessary to continue to
      operate as an independent public company, or that the development of such
      structure will not require a significant amount of management's time and other
      resources.





**OUR
      STOCK IS TRADED IN THE OVER THE COUNTER MARKET.**





Our
      common stock trades on the OTC Bulletin Board.  The OTC Bulletin Board
      is generally considered to be a less efficient market, and our stock price,
      as
      well as the liquidity of our common stock, may be adversely impacted as a
      result. The OTC Bulletin Board requires that listed companies remain current
      in
      their filings with the Securities and Exchange Commission.  If we are
      unable to remain current in our SEC filings, due to lack of funds or personnel
      or otherwise, we could be delisted from the OTC Bulletin Board, and our stock
      would trade, if at all, on the pink sheets.





**MEMBERS
      OF OUR BOARD OF DIRECTORS MAY HAVE INTERCOMPANY CONFLICTS OF INTEREST AFTER
      OUR
      SPIN-OFF.**





Members
      of the board of directors and management of CT Holdings own shares of both
      CDSS
      Wind Down Inc. ("CDSS"), formerly known as Citadel Security Software Inc.,
      and
      CT Holdings common stock. Following the spin-off, three of the four directors
      of
      CT Holdings became directors of CDSS, and the Chief Executive Officer of CT
      Holdings also serves as Chief Executive Officer of CDSS.  The assets
      of CDSS were sold in December 2006 and since the sale CDSS has been in the
      process of settling liabilities and winding down its remaining operations prior
      to its liquidation. These relationships could create, or appear to create,
      potential conflicts of interest when our directors and executives are faced
      with
      decisions that could have different implications for CDSS and CT Holdings.
      The
      appearance of conflicts, even if such conflicts do not materialize, might
      adversely affect the public's perception of CT Holdings.




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**OUR
      EARNINGS AND STOCK PRICE ARE SUBJECT TO SIGNIFICANT
      FLUCTUATIONS.**





Due
      to
      the factors noted in this Report, our earnings and stock price have been and
      may
      continue to be subject to significant volatility, particularly on a quarterly
      basis.  We have experienced no revenue or earnings which have had an
      immediate and significant adverse effect on the trading price of our common
      stock.  This may occur again in the future.





**CHANGES
      IN TAX LAWS OR UNANTICIPATED TAX ASSESSMENTS COULD AFFECT OUR FUTURE** **FINANCIAL
      RESULTS.**





Future
      changes in tax laws or their interpretation and application, tax rates or the
      results of tax examinations could favorably or unfavorably affect the valuation
      of our deferred tax assets and liabilities.  In addition, we are
      subject to the examination of our income, franchise, sales and use, property
      and
      other tax returns by federal, state and local tax authorities. We routinely
      assess the likelihood of adverse outcomes that may result from an examination
      of
      our tax returns to determine the adequacy of any provisions for taxes and the
      valuation of our deferred tax assets and  liabilities. There can be no
      assurance that the outcomes from any future examinations by taxing jurisdictions
      will not


have
      an
      adverse effect on our operating results, cash flow and financial condition
      of
      the Company.





**CANCELLATION
      OF CERTAIN AGREEMENTS WITH CDSS AS A RESULT OF THE SALE OF** **SUBSTANTIALLY
      ALL OF THE ASSETS OF CDSS IN DECEMBER 2006 COULD REQUIRE US TO** **INCUR
      HIGHER COSTS AND CASH OUTLAYS.**





In
      May
      2002, we entered into several agreements with CDSS to define our ongoing
      relationship after the spin-off distribution and to allocate tax and other
      specified liabilities and obligations arising from periods prior to the distribution
      date. We entered into these agreements prior to the distribution while CDSS
      was
      a wholly owned subsidiary of CT Holdings.  As a condition of the sale
      of the assets of CDSS in December 2006 these agreements were
      terminated.





CT
      Holdings and CDSS had entered into a transition services agreement with CT
      Holdings. This agreement provides that CT Holdings and CDSS will provide each
      other services in such areas as information management and technology, sharing
      of office space, personnel and indirect overhead expenses, employee benefits
      administration, payroll, financial accounting and reporting, claims
      administration and reporting, and other areas where CT Holdings and CDSS may
      need transitional assistance and support. The cancellation of this agreement
      means that CT Holdings will need to obtain other sources of these services
      for
      which the cost of such services may greater than the $10,000 per quarter fee
      that CT Holdings was charged by CDSS.  In addition due to the lack of
      access to cash CT Holdings may not be able to obtain these
      services.





In
      addition, CT Holdings and CDSS entered into a tax disaffiliation agreement
      which
      set out each party's rights and obligations with respect to deficiencies and
      refunds, if any, of federal, state, local or foreign taxes for periods before
      and after the Distribution Date and related matters such as the filing of tax
      returns and the conduct of Internal Revenue Service and other
      audits.  Under the tax disaffiliation agreement, CDSS would have
      indemnified CT Holdings for all taxes and liabilities incurred as a result
      of
      CDSS's or an affiliate's post-distribution action or omission contributing
      to an
      Internal Revenue Service determination that the distribution was not
      tax-free.  CT Holdings would have indemnified CDSS for all taxes and
      liabilities incurred solely because CT Holdings or an affiliate's
      post-distribution action or omission contributes to an Internal Revenue Service
      determination that the distribution was not tax-free.  If
      the Internal Revenue Service determined that the distribution was not tax-free
      for any other reason, CT Holdings and CDSS would have indemnified each other
      against all taxes and liabilities pro rata based on relative values as of the
      distribution date.  Also, CDSS would have indemnified CT Holdings
      against any taxes resulting from any internal realignment undertaken to
      facilitate the distribution on or before the distribution date.  Upon
      cancellation of the tax affiliation agreement the cross indemnification
      provisions of this agreement were cancelled and should any of these actions
      arise, CT Holdings would be required to settle any tax liabilities resulting
      from such actions.




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**IF
      WE LOSE THE SERVICES OF ANY OF OUR KEY PERSONNEL, INCLUDING OUR CHIEF** **EXECUTIVE
      OFFICER / CHIEF FINANCIAL OFFICER OR OUR DIRECTORS, OUR BUSINESS MAY** **SUFFER.**





We
      are
      dependent on our key officers, including Steven B. Solomon, our Chairman and
      Chief Executive Officer, and acting Chief Financial Officer, and our directors.
      Our business could be negatively impacted if we were to lose the services of
      one
      or more of these persons.





**OUR
      BUSINESS**





CT
      Holdings Enterprises, Inc. provides management expertise and sources of capital
      to early stage companies. We were incorporated in Delaware in 1992. On March
      13,
      2006 the Company changed its name to CT Holdings Enterprises, Inc. Our business
      model is designed to enable the companies in which we invest or acquire to
      become market leaders in their industries. Our strategy is expected to lead
      to
      the development, acquisition and operation of technology based businesses with
      compelling valuations and strong business models. We believe that the
      anticipated growth in technology creates strong opportunities for us to increase
      shareholder value by investing in well-positioned early stage ventures. Our
      goal
      is to realize the value of our investments for our shareholders through a
      subsequent liquidity event such as a spin-off, sale, merger or initial public
      offering of the investee companies.





At
      June
      30, 2007 our lack of available capital has limited our ability to raise
      sufficient capital to invest in additional companies and technologies that
      could
      offer us and our shareholders a reasonable rate of return on their investment
      in
      the foreseeable future. We expect that if and when capital becomes available
      to
      us, we may continue our business development and investment activities, however
      there can be no assurance that any capital will be available to us. Until such
      time as capital becomes available the Company's business activities will be
      limited to reviewing investment opportunities and filing of compliance
      documents.





**RESULTS
      OF OPERATIONS FOR THREE AND SIX MONTHS ENDED JUNE 30, 2007 AS COMPARED WITH
      THE
      YEAR ENDED JUNE 30, 2006**





Our
      operations consist of costs and expenses for the activities to identify
      additional technologies and companies in which we might invest, as well as
      legal
      defense costs and costs associated with SEC reporting.  We do not
      generate any revenue.





**GENERAL
      AND ADMINISTRATIVE EXPENSES**





During
      the three and six months ended June 30, 2007 general and administrative expenses
      were $7,117 and $69,034, respectively. This compares to $48,895 and $122,560,
      respectively, for the three and six month periods ending June 30, 2006.
      General and administrative expenses declined $41,778, or 85%, and $53,526,
      or
      44%, for the three and six month periods, respectively, primarily due to lower
      legal and other professional fees. The Company had $34,800 of stock compensation
      expense for the six month period ending June 30, 2007 versus none in the
      comparable period in 2006. The Company also realized a $237,281 gain on
      settlement of accounts payable in the first six months of 2007.





**INTEREST
      EXPENSE**





We
      had no
      interest expense during the three month period ended June 30, 2007 and $413
      during the six month period ended June 30, 2007 compared to $168,266 and
      $411,342, respectively, in 2006. Interest expense during the first two quarters
      of 2007 was not significant because the litigation accrual, advances and notes
      payable to officers and shareholders, the demand note payable to Citadel and
      the
      convertible note payable to CITN Investment Inc. ("CII") which, collectively,
      generated interest expense in the first two quarters of 2006 were no longer
      outstanding during the three and six month periods ending June 30,
      2007.




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**LIQUIDITY
      AND CAPITAL RESOURCES**





We
      received a report from our independent registered public accounting firm for
      our
      year ended December 31, 2006 containing an explanatory paragraph that describes
      the uncertainty regarding our ability to continue as a going concern due to
      our
      recurring operating losses and our significant working capital deficiency.
      Historically, we have incurred recurring operating losses and have
      a stockholders' deficit at June 30, 2007 of approximately $63,239. We had a
      cash balance of $271 at June 30, 2007 and current liabilities total
      approximately $63,510. We have limited access to capital, no plans to raise
      capital and we have not identified sources of capital at June 30, 2007. Our
      past
      funding needs of the business have been provided by financings through
      short-term notes payable and additional investments from related parties,
      including our CEO and CII, however there can be no assurance that such funds
      will be available from these related parties in the future. The Company has
      been
      and continues to be dependent upon outside financing to perform its business
      development activities, make investments in new technology companies and to
      fund
      operations.





Our
      plans
      to continue to support and expand our business development activities are
      limited due to a lack of identification and availability of near term capital.
      As a result, it is unlikely that the implementation of the Company's business
      strategy will generate positive cash flow in the foreseeable future. We have
      no
      plans at June 30, 2007 to raise additional capital to invest in new business
      opportunities.





There
      can
      be no assurance that management's plans will be successful or what other actions
      may become necessary.  There can be no assurance that the Company will
      ever achieve liquidity for its investments.  Until we are able to
      create liquidity from an additional inflow of new capital, we will continue
      to
      require external sources of working capital to fund our operating expenses.
      Our
      inability to raise capital could have a material adverse effect on our business
      and operations that could be material to our results of operations.





*Cash
      Used in Operating Activities*





The
      net
      cash used in operating activities was approximately $43,000 for the six months
      ended June 30, 2007 resulting from a net profit of approximately $133,000 offset
      by non-cash charges of approximately $202,000, plus a net change in operating
      liabilities of approximately $27,000.





*Cash
      Provided by Financing Activities*





Net
      cash
      provided by financing activities was approximately $43,000 consisting primarily
      of shares issued to the CEO for an advance made to the Company.





**CONTRACTUAL
      OBLIGATIONS**





There
      are
      no notes payable, other long-term debt obligations, capital lease obligations,
      operating lease obligations or long-term capital purchase commitments at June
      30, 2007.





**ITEM
      3. CONTROLS AND PROCEDURES**





The
      Company's management, including the Company's principal executive and financial
      officer, has evaluated the effectiveness of the Company's disclosure controls
      and procedures (as defined in Rules 13(a) - 15(e) and 15(d) - 15(e) under the
      Securities Exchange Act of 1934) as of the six months ended June 30, 2007,
      the
      period covered by the Form 10-QSB. Based upon that evaluation, the Company's
      principal executive and financial officer have concluded that the disclosure
      controls and procedures were effective as of June 30, 2007 to provide reasonable
      assurance that information required to be disclosed on the reports the Company
      files or submits under the Exchange Act is recorded, processed, summarized
      and
      reported, within the time period specified in the Commission’s rules and forms
      and that information required to be disclosed in the reports the Company files
      or submits is accumulated and communicated to management including the CEO
      /
      CFO, as appropriate to allow timely decisions regarding
      required disclosures. There were no changes in the Company's internal control
      over financial reporting that occurred during the Company's last fiscal quarter
      that have materially affected, or are reasonably likely to materially affect,
      the Company's internal control over financial reporting.




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**INHERENT
      LIMITATION ON THE EFFECTIVENESS OF INTERNAL CONTROLS**





The
      effectiveness of any system of internal control over financial reporting,
      including CT Holdings', is subject to inherent limitations, including the
      exercise of judgment in designing, implementing, operating, and evaluating
      the
      controls and procedures, and the inability to eliminate misconduct completely.
      Accordingly, any system of internal control over financial reporting, including
      CT Holdings', can only provide reasonable, not absolute assurances. In addition,
      projections of any evaluation of effectiveness to future periods are subject
      to
      the risk that controls may become inadequate because of changes in conditions,
      or that the degree of compliance with the policies or procedures may
      deteriorate. We intend to continue to monitor and upgrade our internal controls
      as necessary or appropriate for our business, but cannot assure you that such
      improvements will be sufficient to provide us with effective internal control
      over financial reporting.





**PART
      II. OTHER INFORMATION**





**ITEM
      6.  EXHIBITS**





**EXHIBIT****NUMBER**
            
            **DESCRIPTION**31.1
            
            Certification
                of Principal Executive Officer and
                Principal Financial Officer, filed herewith.32
            
            Certification
                of Chief Executive Officer and Chief
                Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
                Pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002, filed
                herewith.




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**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, the Registrant has duly caused this Quarterly Report on Form
      10-QSB to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Date:
                August 10, 2007
            CT
                HOLDINGS ENTERPRISES, INC.By:/s/
                STEVEN B. SOLOMONSteven
                B. Solomon, President and Chief Executive Officer(Duly
              Authorized Signatory and Principal ExecutiveOfficer
              and Acting Principal Accounting and FinancialOfficer)






15