UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-QSB

__X__ Quarterly Report Under Section 13 or 15(d) of The Securities  Exchange Act
of 1934 for the quarterly period ended: March 31, 2008.

____  Transition  Report  Under  Section 13 or 15(d) of the Exchange Act for the
transition period from ____ to ____

                         Commission file number: 0-24930

                               CTD HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

            Florida                                    59-3029743
  (State or other jurisdiction                      (IRS Employer
of incorporation or organization)                  Identification No.)

 27317 N.W. 78th Avenue, High Springs, Florida            32643
 (Address of principal executive offices)              (Zip Code)

          Issuer's telephone number, including area code: 386-454-0887

Former  name,  former  address and former  fiscal  year,  if changed  since last
report: N/A.

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

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

As of May 12, 2008, the Company had outstanding  20,930,764 shares of its common
stock.

Transitional Small Business Disclosure Format: (_)Yes (x)No


<PAGE>

                          PART I. Financial Information

Item 1.  Financial Statements.

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                     ASSETS

                                                                March 31,2008
                                                                --------------
CURRENT ASSETS
 Cash and cash equivalents                                      $     295,801
 Certificate of deposit                                                52,027
 Accounts receivable                                                   32,614
 Inventory                                                            100,812
 Deferred tax asset                                                    75,000
 Investment due from related party                                        788
 Other current assets                                                   2,000
                                                                --------------
     Total current assets                                             559,042
                                                                --------------

PROPERTY AND EQUIPMENT, NET                                           451,041
                                                                --------------
OTHER ASSETS
 Intangibles, net                                                      61,683
 Deferred tax asset                                                   390,000
                                                                --------------
     Total other assets                                               451,683
                                                                --------------
  TOTAL ASSETS                                                  $   1,461,766
                                                                ==============


                                   (Continued)

                                       F-1

<PAGE>

                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                March 31,2008
                                                                --------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses                          $      92,532
                                                                --------------


LONG-TERM LIABILITIES
 Loan from officer                                                     25,856
                                                                --------------

STOCKHOLDERS' EQUITY
 Common stock, par value $ .0001 per share,
  100,000,000 shares authorized, 22,574,290 shares
  issued and outstanding                                                2,257

 Preferred stock, par value $.0001
  per share, 5,000,000 shares authorized; Series A, 1 share
  issued and outstanding                                                    -
 Additional paid-in capital                                         3,077,576
 Accumulated deficit                                               (1,736,455)
                                                                --------------
      Total stockholders' equity                                    1,343,378
                                                                --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $   1,461,766
                                                                ==============


                See Accompanying Notes to Financial Statements.

                                       F-2


<PAGE>
                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                           Three Months Ended
                                                                 March 31,
                                                       ------------------------
                                                           2008         2007
                                                       -----------  -----------
PRODUCT SALES                                          $    68,470  $   151,226

COST OF PRODUCTS SOLD                                       20,541        2,145
                                                       -----------  -----------
GROSS PROFIT                                                47,929      149,081
                                                       -----------  -----------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
  Selling, general and administrative                      128,119      132,497
  Legal                                                      6,415       18,434
                                                       -----------  -----------
         Total selling, general and
          administrative expenses                          134,534      150,931
                                                       -----------  -----------
OTHER INCOME (EXPENSE)
  Investment and other income                                6,033        6,942
 Interest expense                                           (1,716)      (1,779)
                                                       -----------  -----------
                  Total other income (expense)               4,317        5,163
                                                       -----------  -----------
NET INCOME (LOSS) BEFORE INCOME TAXES                      (82,288)       3,313

INCOME TAX BENEFIT                                          15,000            -
                                                       -----------  -----------
NET INCOME (LOSS)                                      $   (67,288) $     3,313
                                                       ===========  ===========
NET INCOME (LOSS) PER COMMON SHARE
  Net income (loss) per share                          $     (.003) $     (.000)
                                                       ===========  ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                              21,699,291   16,077,937
                                                       ===========  ===========

                See Accompanying Notes to Financial Statements

                                       F-3
<PAGE>
                                CTD HOLDINGS,INC.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)

                                                          Three Months Ended
                                                                March 31,
                                                       ------------------------
                                                           2008         2007
                                                       -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                     $  (67,288)  $    3,313
                                                       -----------  -----------
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:

      Depreciation and amortization                         7,603        5,232
      Stock compensation to employees                      47,013       25,052
      Income tax benefit of deferred tax assets           (15,000)           -
      Increase or decrease in:
        Accounts receivable                                52,820       (3,197)
        Inventory                                           6,812      (13,826)
        Other current assets                                  442        3,334
        Accounts payable and accrued expenses              18,868       (7,867)
                                                       -----------  -----------
         Total adjustments                                118,558        8,728
                                                       -----------  -----------
    NET CASH PROVIDED BY OPERATING
      ACTIVITIES                                           51,270       12,041
                                                       -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements          (18,905)      (6,976)
 Patent database development                              (23,020)           -
 Investment with related party                                 65       (6,449)
 Redemption of certificate of deposit                     211,958            -
                                                       -----------  -----------
    NET CASH PROVIDED BY (USED FOR) INVESTING
         ACTIVITIES                                       170,098      (13,425)
                                                       -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on notes payable                               (140,074)      (1,129)
 Payments on received stockholder loan                      4,526       18,113
                                                       -----------  -----------
NET CASH PROVIDED BY (USED FOR)
     FINANCING ACTIVITIES                                (135,548)      16,984
                                                       -----------  -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                  85,820       15,600

CASH AND CASH EQUIVALENTS, beginning of period            209,981       23,629
                                                       -----------  -----------
CASH AND CASH EQUIVALENTS, end of period               $  295,801   $   39,229
                                                       ===========  ===========
<PAGE>

                                CTD HOLDINGS,INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)
                                   (Concluded)
                                                          Three Months Ended
                                                                March 31,
                                                       ------------------------
                                                           2008         2007
                                                       -----------  -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 Cash paid for interest                                $    1,716   $    1,779
                                                       ===========  ===========

 Cash paid for income taxes                            $        -   $        -
                                                       ===========  ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES
  Common stock awarded to officers                     $   47,013   $   25,052
                                                       ===========  ===========


                 See Accompanying Notes to Financial Statements

                                       F-5

<PAGE>
                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2008
                                   (Unaudited)


The information  presented  herein as of March 31, 2008 and for the three months
ended March 31, 2008 and 2007, is unaudited.

(1) BASIS OF PRESENTATION:

The  accompanying  financial  statements  include  CTD  Holdings,  Inc.  and its
subsidiaries.

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with the  instructions  to Form  10-QSB  and  Rule  10-01  of  Regulations  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments) considered necessary for a fair presentation have been included.

Operating  results for the three month  period  ended  March 31,  2008,  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2008. For further  information,  refer to the financial  statements
and footnotes thereto included in the Company's annual report of Form 10-KSB for
the year ended December 31, 2007.

(2) NET INCOME (LOSS) PER COMMON SHARE:

Net  income  (loss)  per  common  share  is  computed  in  accordance  with  the
requirements of Statement of Financial  Accounting Standards No. 128 (SFAS 128).
SFAS 128 requires net income (loss) per share information to be computed using a
simple  weighted  average  of  common  shares  outstanding  during  the  periods
presented.  SFAS 128 eliminated the previous requirement that earnings per share
include the effect of any dilutive common stock equivalents in the calculation.

(3) INCOME TAXES

For 2008, the Company  reported a net loss and also realized a net operating tax
loss for the three months ended March 31, 2008. The Company  recorded the future
benefit  of this tax loss as a deferred  tax asset and an income tax  benefit of
$15,000 based on  management's  expectation  that it is more likely than not the
Company will report net income and net taxable  income for 2008 and future years
sufficient to utilize its net operating loss carryforwards.

<PAGE>

For 2007,  no income tax expense was  reported  for the three month period ended
March 31, 2007,  due to the Company  utilizing  the benefit of its net operating
loss carryforward.  In the fourth quarter of 2007, we reduced the valuation
allowance on our deferred tax asset by $450,000.

(4) CONCENTRATIONS

Sales to one major  customer  was 26% of total sales for the three  months ended
March 31, 2008.  Sales to the three major  customers were 64% of total sales for
the three months ended March 31, 2007.

Substantially all 2007 and 2006 inventory purchases were from three vendors.

The Company has only one source for certain manufactured inventory. However, the
Company has  manufactured  these products in the past and could do so again,  if
necessary. There are multiple sources for its other inventory products.

                                       F-7
<PAGE>

(5) COMMITMENTS AND CONTINGENCIES

For 2008,  the Company has  employment  agreements  with two  officers for total
monthly  salaries of $10,000.  In addition,  the officers are awarded  shares of
common stock each month. The number of shares due is equal to $13,500 divided by
eighty  percent of the closing price of the Company's  common stock on that last
day of each month. The Company  recognizes an expense equal to the fair value of
the stock determined using the average stock closing trading price for the month
multiplied by the number of shares awarded for that month.  The stock is subject
to trading  restrictions  under Rule 144. Also, the Company issued shares to one
of its  employees.  The number of shares due is equal to $500  divided by eighty
percent of the closing  price of the  Company's  common stock on the last day of
each month.  For the three  months  ended March 31,  2008,  the Company  awarded
1,749,999  shares and  recognized  an expense of $47,013 for stock awarded under
these agreements.

For 2007,  the Company has  employment  agreements  with two  officers for total
monthly  salaries of $5,000.  In addition,  the  Company's  president is awarded
shares of common  stock each month.  The number of shares due is equal to $6,500
divided by eighty  percent of the closing  price of the  Company's  common stock
price on the last day of each month. The Company  recognizes an expense equal to
the fair value of the stock  determined  using the average stock closing trading
price for the month  multiplied by number of shares awarded for that month.  The
stock is subject to trading  restrictions  under Rule 144.  For the three months
ended March 31, 2007,  the Company  awarded  744,792  shares and  recognized  an
expense of $25,052 for stock awarded under the agreements.

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

(6)  CHANGE IN ACCOUNTING ESTIMATE

During 2007,  the Company  received a favorable  price  adjustment for inventory
acquired  and resold in 2006,  resulting  in reduction in cost of goods sold for
2007 of $7,700 in the quarter ended March 31, 2007.

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

Introduction

CTD Holdings,  Inc.  (referred to as the "Company," "CTD" or in the first person
notations of "we," "us," and "our") began  operations in 1990.  Our revenues are
principally   derived  from  retail  sales  of  cyclodextrins  and  cyclodextrin
complexes.  Our sales are primarily to major  chemical  supply houses around the
world, pharmaceutical companies, and food companies for research and development
and to diagnostics companies. We acquire many of our products outside the United
States,  from Japan,  Germany,  China and Hungary;  but we are gradually finding
satisfactory  supply  sources in the United  States.  While we  generally  enjoy
better supply prices from outside the United States,  rising  shipping costs are
making domestic sources more competitively priced. To add value to our products,
we maintain a  comprehensive  database of patented  and patent  pending  uses of
cyclodextrins from the United States Patent Trademark Office. We also maintain a
less comprehensive database that includes patents issued in many other countries
including  Japan,  Germany and others.  This  information  is  available  to our
customers.  We also offer our  customers  our  knowledge of the  properties  and
potential new uses of cyclodextrins and cyclodextrin complexes.

As most of our customers  use our  cyclodextrin  products in their  research and
development  activities,  their ordering from us is unpredictable with regard to
timing,  product mix and volume.  We also have four major  customers who have a
significant effect on our revenues when they increase or decrease their research
and development  activities that use cyclodextrins.  We keep in constant contact
with these  customers  as to their  cyclodextrin  needs so we can  maintain  the
proper  inventory  composition and quantity in anticipation of their needs.  The
sales to major  customers  and the product mix and volume of products sold has a
significant effect on our revenues and gross profit. These factors contribute to
our significant revenue volatility from quarter to quarter and year to year.

<PAGE>

We are engaged in litigation with Eline  Entertainment  Group, Inc. (Eline) over
breech of  contract  and the return of a stock  power  authorization  of our one
share of Series A Preferred Stock.

In 2004, we amended the Company's Articles of Incorporation authorizing a series
of "blank check"  preferred stock  consisting of 5,000,000 shares and creating a
series of Series A Preferred Stock,  setting forth its designations,  rights and
preferences.  The more significant right is Series A Preferred shareholders vote
with the  holders  of common  stock on all  matters  submitted  to a vote of our
shareholders.  Shares of Series A Preferred  Stock are entitled to one vote more
than one-half of all votes  entitled to be cast by all holders of voting capital
stock of the Company on any matter  submitted to holders of common  shares so as
to  ensure  that the votes  entitled  to be cast by the  holder of the  Series A
Preferred  Stock  are  equal to at least a  majority  of the  total of all votes
entitled  to be cast by the  holders of common  shares.  In 2004,  we issued one
share of Series A Preferred Stock to C.E. Strattan,  our majority shareholder in
exchange for 1,029,412  shares of common stock held by him, which he voluntarily
surrendered to the Company and were cancelled.  Effective  August 11, 2005, C.E.
Strattan  contractually  transferred  the one  outstanding  share  of  Series  A
Preferred Stock to Eline Entertainment  Group, Inc. (Eline).  The agreement with
Eline  provides for advances to the Company of up to an aggregate of  $1,500,000
to acquire  Cyclolab,  at Eline's  sole  discretion.  Eline is an SEC  reporting
company currently not in reporting compliance.  In September 2006, the Company's
President, Mr. Strattan,  demanded, in accordance with the expired contract, the
return  of  the  Series  A  Preferred  Stock  in  the  form  of  a  stock  power
authorization since the physical share never left the possession of its original
owner,  Mr.  Strattan.  The demand  letter was sent to the address  given in the
contract and was never  acknowledged  nor responded to by Eline. The Company has
filed a legal  action  with  regard to its  agreement  with  Eline.  See  "Legal
Proceedings".

The Company's Board of Directors has decided to create an additional  class
of preferred share to be referred to as the Series B Preferred Share. The Series
B Preferred  Share would entitle the holder to vote, in addition to other shares
owned by the holder,  the number of votes equal to the number of the authorized,
but  unissued  common  shares of the  Company.  Action to approve  the  proposed
amendment  would not occur until an Information  Statement is filed and approved
by the Securities and Exchange Commission.

<PAGE>

Liquidity and Capital Resources

Our cash and short-term  investments and  certificates  of deposit  decreased to
$348,000 as of March 31, 2008, compared to $474,000 as of December 31, 2007. The
decrease  for the three  months  ended  March 31,  2008,  was due  primarily  to
positive cash flow from  operations  less the $140,000 payoff of the mortgage on
our property.

As of March 31, 2008, our working  capital was $467,000  compared to $504,000 at
December 31, 2007. Our cash flows from  operations for the first three months of
2008 was $51,000  compared to $12,000 for the same period in 2007. This increase
was due  primarily to timing  differences  in accounts  receivable  and accounts
payable.

We accumulated  almost  $500,000 in cash in January 2008,  which is in excess of
our requirements for normal operations and capital  projects.  We determined the
best use of our  additional  cash was to pay off the  $140,000  mortgage  on our
property,  which we did in February 2007. This reduces interest expense $850 per
month.

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

In  April  2008,  we  ordered  $80,000  of  one  inventory   product  (TRMB)  in
anticipation  of a large  order from one of our major  customers  later in 2008.
This  prodcut  has a  three  month  or  more  lead  time  to  acquire  from  the
manufacturer  in  the  quantity   purchased.   If  this  large  order  does  not
materialize, we can sell this product in the normal course of business.

<PAGE>

Controlling  cash expenses  continues to be  management's  primary  fiscal tool.
However,  growth  requires  increased  expenditures  and  we  feel  that  it  is
appropriate  during the current growth stage to engage consultants that can help
the Company in financial areas outside its expertise,  accepting that these fees
will act to reduce  profitability.  We are working hard to increase  revenues to
balance these new  expenses,  but cannot be sure that such effort will be enough
in the short term to sustain profitable financial performance.

Beginning in 2003, we began improvements and renovations of our corporate office
and have  invested  $191,000  through  December 31, 2007,  including  paving our
limerock driveway and completing our office renovation.  During the three months
ended March 31, 2008, we capitalized  $19,000 of improvements  including  paving
the first 300 feet of our  driveway.  Currently we are  conducting  an extensive
survey of our 40 acres of property and existing  facilities in  preparation  for
developing a total site plan for our Research Park facility. In 2008, we plan to
renovate  three  existing  structures  to  be  an  inventory  warehouse  and  an
educational auditorium at a estimated cost of $60,000. These buildings have been
previously  idle.  Over the next five years, we plan to renovate or construct at
least six buildings for an estimated cost of $150,000.

Currently, we are developing a site plan for the research park including survey,
engineering  and  design.  The  progress of the site plan is  contingent  on the
Company's  ability to fund our  building  plan from  operating  profits and cash
flow. At the  conclusion of the site plan, we plan to sell  additional  stock to
finance the building construction of the research park.

During 2007, we began a major upgrade and update of our searchable  cyclodextrin
patent database.  This database will be an important  resource for our customers
seeking information on existing U.S. patented applications of cyclodextrins.  We
have capitalized $56,000 for this database through March 31, 2008. We expect the
initial  project to cost $85,000 and to be  completed  by December 31, 2008.  We
plan to begin selling  subscriptions  to customers.  During the first quarter of
2008,  we expanded  the project to include  significant  data  verification  and
increased the budget by $30,000. We plan to implement phase II after revenue has
been  generated  from  Phase  I.  Phase II will  include  entering  U.S.  patent
applications  into the  database.  Throughout,  we will  continue to enhance the
database for ease of use and completeness. We have not budgeted Phase II at this
time. We expect annual database enhancement and maintenance costs to be at least
$20,000 annually for the foreseeable future.

<PAGE>

We issued  1,749,999  shares and 744,792  shares of our common stock to officers
and employees for compensation  earned under employment  agreements for 2008 and
2007, respectively.

We have no off-balance sheet arrangements at March 31, 2008.

Results of Operations

Total  product  sales for the three  months  ended March 31,  2008 were  $68,000
compared to $151,000 for the same period in 2007. Our major  customers  continue
to be repeat  purchasers.  In 2008, we had one major customer account for 26% of
our sales.  In 2007,  we had three  major  customers  accounting  for 64% of our
sales.  The  decrease  in sales  was due  primarily  to less  sales to our major
customers.

Our gross  profit  margin  decreased to 70% for the three months ended March 31,
2008 from 99% for the three months ended March 31, 2007, compared to 85% for the
year ended December 31, 2007. This decrease is part of our normal  volatility of
sales volume and mix of products.  During  2007,  we received a favorable  price
adjustment  for some  inventory  we acquired  and resold in 2006,  resulting  in
reduction  in our 2007 cost of goods  sold of $7,700,  which had a 5%  favorable
gross profit effect.  Changes in the product mix in sales also has a significant
effect on our overall gross profit percentage from period to period.

The  decrease in the value of the U.S.  dollar in relation to the Euro and other
foreign  currencies has affected our cost of inventory,  and will continue to do
so. We buy most of our products  from outside the U.S. Our main supplier of fine
chemicals and  complexes  has raised its prices  10-15% in Euros.  This increase
combined  with the  decline  in the U.S  dollar,  has seen our  costs  for these
products increase 55-65%.  The cost of our bulk inventory has also increased due
to the  decline of the U.S.  dollar.  These  products  represent  a  significant
portion  of our  revenues.  We are not able to raise our  prices  sufficient  to
maintain our historical gross profit percentage and therefore,  expect our gross
profit percentage to decline in future quarters.

<PAGE>

Our SG&A  expenses  decreased  to $135,000  for the three months ended March 31,
2008, from $150,000 for the three months ended March 31, 2007.  During 2008, our
stock  compensation  expense  increased to $47,000 from $25,000 in 2007.  During
2007, SG&A expenses include a $25,000 cash bonus to our President and $18,000 in
legal expenses related to the lawsuit with Eline Entertainment Group, Inc.

We may incur  significant  future  legal fees as the result of our lawsuit  with
Eline Entertainment Group, Inc.

We  recognized  a net loss of  $(67,000)  for the three  months  March 31, 2008,
compared to net income of $3,000 for the three months ended March 31, 2007.

We will continue to introduce new products that will increase  sales revenue and
implement  a strategy of creating or  acquiring  operational  affiliates  and/or
subsidiaries  that  will use  cyclodextrins  in  herbal  medicines,  waste-water
remediation,  pharmaceuticals,  and foods.  We also  intend to pursue  exclusive
relationships with major cyclodextrin manufacturer(s) and specialty cyclodextrin
labs to distribute their products.  We continue to be the exclusive  distributor
in North America of the cyclodextrin  products manufactured by Cyclolab Research
Laboratories in Budapest, Hungary.

In keeping with its  commitment to use the internet as a major  advertising  and
public relations outlet, the Company intends to apply greater human resources to
the updating  and  maintaining  of its web site.  This  valuable  asset has been
instrumental in creating and  maintaining a worldwide  leadership role for us in
the  implementation  of research and  commercialization  of CD applications.  We
believe the  maintenance  and growth of our web site will return that investment
many times.

<PAGE>

Item 3. Controls and Procedures.

(a)  Evaluation of disclosure controls and procedures.

The  Company's  management  and Chief  Executive  Officer  and  Chief  Financial
Officer,   recognize  their  responsibility  for  establishing  and  maintaining
internal control over financial reporting for the Company.  After evaluating the
effectiveness  of our  "disclosure  controls and  procedures" (as defined in the
Securities  Exchange Act of 1934 Rules  13a-15(e) and 15d-15(e)) as of March 31,
2006 (the "Evaluation Date"), the Company's management has concluded,  as of the
Evaluation  Date and the quarter ended March 31, 2008, the Company's  disclosure
controls and  procedures  were  adequate and designed to ensure the  information
required to be  disclosed  in the  reports  filed or  submitted  by us under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
with in the requisite time periods.  Although management and the Chief Executive
Officer and Chief Financial  Officer believe  existing  disclosure  controls and
procedures  are  adequate,  the  Company's  management  and the Chief  Executive
Officer and Chief Financial Officer acknowledge a material weakness may exist in
those controls and procedures in that i) the accountant  employed by the Company
has no  training  regarding  financial  reporting  and  presentation  rules  and
regulations  of the SEC; and ii) the Company's  President/CEO,  who oversees all
the  accountants'  work and  provides  all  internal  control  functions,  while
possessing a MBA from the  University of Florida,  has no training in matters of
accounting,  financial  reporting,  or presentation rules and regulations of the
SEC.

(b)  Effectiveness of Internal Control

The  Company's  management is reviewing  the  Company's  internal  controls over
financial reporting to determine the most suitable recognized control framework.
The  Company  will  give  great  weight  and  deference  to the  product  of the
discussions  of the SEC's Advisory  Committee on Smaller  Public  Companies (the
"Advisory Committee") and the Committee of Sponsoring  Organizations' task force
entitled  Implementing  the COSO Control  Framework in Smaller  Businesses  (the
"Task  Force").  Both the Advisory  Committee and the Task Force are expected to
provide practical, needed guidance regarding the applicability of Section 404 of
the  Sarbanes-Oxley  Act to small  business  issuers.  The Company's  management
intends to perform the evaluation  required by Section 404 of the Sarbanes-Oxley
Act at such time as a framework is adopted by the Company.  For the same reason,
the Company's registered  accounting firm has not issued an "attestation report"
on the Company  management's  assessment  of  internal  controls.  Although  the
Company's  existing  disclosure  controls  and  procedures  are  adequate,   the
Company's  management  acknowledges  a  material  weakness  may  exist  in those
controls and procedures in that i) the accountant employed by the Company has no
training regarding financial reporting and presentation rules and regulations of
the SEC; and ii) the Company's President/CEO,  who oversees all the accountants'
work and provides all internal  control  functions,  while possessing a MBA from
the University of Florida,  has no training in matters of accounting,  financial
reporting, or presentation rules and regulations of the SEC.

<PAGE>

(c)  Changes in internal controls.

After  evaluation by the Company's  management,  the  Company's  management  has
determined there were no significant  changes in the Company's internal controls
or in other  factors  that could  significantly  affect the  Company's  internal
controls subsequent to the Evaluation Date.

                           Part II. OTHER INFORMATION

Item 1.  Legal Proceedings.

NONE

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

NONE

Item 3.  Defaults Upon Senior Securities.

NONE

Item 4.  Submission of Matters to a Vote of Security Holders.

NONE

Item 5.  Other Information.

The Company's  Board of Directors  has decided to create an additional  class of
preferred share to be referred to as the Series B Preferred  Share. The Series B
Preferred  Share would  entitle the holder to vote,  in addition to other shares
owned by the holder,  the number of votes equal to the number of the authorized,
but  unissued  common  shares of the  Company.  Action to approve  the  proposed
amendment  would not occur until an Information  Statement is filed and approved
by the Securities and Exchange Commission.

<PAGE>

Item 6.  Exhibits.

     (2)  Plan of purchase, sale, reorganization, arrangement,
          liquidation or succession                                       None

     (3)  Articles of Incorporation and By-Laws

          (i)   Articles of Incorporation filed August 9, 1990               *

          (ii)  By-Laws                                                      *

          (iii) Certificates of Amendment to the Articles of
                Incorporation  filed November 18, 1993 and
                September 24, 1993                                           *

     (4)  Instruments  defining  the  rights  of  security  holders,
          including indentures

          (a)  Specimen Share Certificate for Common Stock.                  *

     (10) Material contracts

          (10.1) Agreement of Shareholders  dated November 11, 1993
                 by and among C.E. Rick Strattan, Garrison Enterprises,
                 Inc. and the Company.                                       *

          (10.2) Lease Agreement dated July 7, 1994.                        **

          (10.3) Consulting  Agreement  dated July 29, 1994 between
                 the Company and Yellen Associates.                          *

          (10.4) License  Agreement  dated December 20, 1994 between
                 the Company and Herbe Wirkstoffe GmbH.                      *

          (10.5) Joint Venture  Agreement  between the Company and
                 Ocumed,  Inc. dated May 1, 1995,  incorporated  by
                 reference  to the  Company's Form 10-QSB for the
                 quarter ended June 30, 1995.                               **

          (10.6) Extension of Agreement between the Company and
                 Herbe Wirkstoffe GmbH.                                    ***

<PAGE>

          (10.7) Lease Extension                                             +

          (10.8) Loan Agreement with John Lindsay                            +

          (10.9) Small Potatoes Contract                                     +

         (10.10) Employment  Agreement  with C.E.  Rick Strattan
                 dated May 30, 2001                                         ++

         (10.11) Employment  Agreement of C.E. Rick Strattan
                 dated October 14, 2003                                    +++

         (10.12) Employment  Agreement  of George L. Fails
                 dated  October 14, 2003                                  ****

         (10.13) Addendum to Share Exchange Agreement with Eline
                 Entertainment Group                                      ++++

         (10.14) Share Exchange Agreement with Eline Entertainment
                 Groups                                                  +++++

     (11) Statement re: computation of per share earnings            Note 2 to
                                                                     Financial
                                                                    Statements

     (15) Letter on unaudited interim financial information               ****

     (18) Letter on change in accounting principles                       None

     (19) Reports furnished to security holders                           None

     (20) Other documents or statements to security holders or any
          document incorporated by reference                              None

     (22) Published  report regarding matters submitted to vote of
          security  holders                                               None

     (23) Consents of experts and counsel                                 None

     (24) Power of Attorney                                               None

<PAGE>

     (31) Rule 13a-14(a)/15d-14a(a) Certifications                        ****

     (32) Section 1350 Certifications                                     ****

     (99) Additional exhibits                                             None

     (100)XBRL-Related Documents                                          None

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

**   Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on March 29, 1997.

***  Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on March 28, 2000.

**** Filed herewith.

+    Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on April 2, 2001.

++   Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on April 1, 2002.

+++  Incorporated by reference to Form S-8 filed December 1, 2003.

++++ Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on September 21, 2005.

+++++Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on August 15, 2005.

<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             CTD HOLDINGS, INC.



Date:  May 15, 2008                          /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan
                                             Chief Executive Officer
                                             Chief Financial Officer