SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-Q

__X__ Quarterly Report Under Section 13 or 15(d) of The Securities  Exchange Act
of 1934 for the quarterly period ended: June 30, 2009.

____  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 registrant 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)

     Registrant'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  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (Section
232.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files).
(_) Yes (X) No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of 'large accelerated filer,'  'accelerated filer,' and 'smaller
reporting company' in Rule 12b-2 of the Exchange Act.

Large accelerated filer (_)                        Accelerated filer (_)
Non-accelerated filer (_)                          Smaller reporting company (X)

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

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of August 3, 2009,  the  Company  had  outstanding  26,648,911  shares of its
common stock.



<PAGE>


Item 1. Financial Statements.

                                    CTD HOLDINGS, INC.
                               CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                   June 30, 2009          December 31, 2008
                                                              (Unaudited)
CURRENT ASSETS
 Cash and cash equivalents         $   239,308              $   276,669
 Accounts receivable                    55,780                   27,794
 Inventory                             211,163                  209,975
 Note receivable                         9,700                       -
 Other current assets                    2,000                    2,000
                                   -------------            -------------
     Total current assets              517,951                  516,438
                                   -------------            -------------
PROPERTY AND EQUIPMENT, NET            466,908                  442,784
                                   -------------            -------------
OTHER ASSETS
 Stockholder loan                       12,997                    17,069
 Intangibles, net                        4,500                     5,000
 Deferred tax asset                    250,000                   250,000
                                  -------------             -------------
     Total other assets                267,497                   272,069
                                  -------------             -------------
TOTAL ASSETS                        $1,252,356               $ 1,231,291
                                  =============           ===============


                                 (Continued)

                                     F-1


<PAGE>
                                    CTD HOLDINGS, INC.
                               CONSOLIDATED BALANCE SHEET
                                      (Unaudited)



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                June 30, 200   December 31, 2008
                                                                  (Unaudited)
CURRENT LIABILITIES
 Accounts payable and accrued expenses             $  64,652     $     72,125
                                               --------------     ------------

STOCKHOLDERS' EQUITY
 Common stock, par value $.0001 per share,
 100,000,000 shares authorized, 29,103,822 and
 26,542,438 shares issued and outstanding,
 respectively                                          2,910            2,654
 Preferred stock, par value $.0001 per share,
  5,000,000 shares authorized; Series A, 1 share
  issued and outstanding                                   -                -
 Additional paid-in capital                        3,340,027        3,238,911
 Accumulated deficit                              (2,146,005)      (2,082,399)
 Treasury stock, at cost - 162,780 shares
 at June 30, 2009                                     (9,228)              -
                                                -------------     ------------
     Total stockholders' equity                    1,187,704        1,159,166
                                                -------------    -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $  1,252,356     $  1,231,291
                                                 ============    =============

           See accompanying Notes to Financial Statements.

                              F-2





























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

                                 Three Months Ended                Six Months Ended
                                      June 30,                         June 30,
                               -----------------------         -----------------------
                                  2009         2008                2009        2008
                               -----------  ----------         -----------  -----------
<S>                           <C>         <C>               <C>           <C>

PRODUCT SALES                  $  124,448  $  160,655       $   244,944   $   229,125
                               -----------  ----------         -----------  -----------

EXPENSES
 Personnel                         92,398      79,852           192,225       161,819
 Cost of products sold
 (exclusive of
 depreciation and
 amortization, shown
 separately below)                 16,780      59,927            32,904        78,157
 Professional fees                 13,111      22,536            57,600        58,229
Office and other                    7,197       8,256            14,401        17,526
Amortization and
 Depreciation                       5,314       5,346            10,395        12,950
Freight and shipping                1,985       3,491             4,137         5,802
                               -----------  ----------         -----------  -----------
                                  136,785     179,408           311,662       334,483
                               -----------  ----------         -----------  -----------

Operating loss                    (12,337)    (18,753)          (66,718)     (105,358)
                               -----------  ----------         -----------  -----------

OTHER INCOME (EXPENSE)
 Investment and other
  income                           1,688        7,842            3,112        13,875
 Interest expense                     -            -                -         (1,716)
                              -----------  -----------         -----------  -----------
         Total other income        1,688        7,842            3,112        12,159
                              -----------  -----------         -----------  -----------




NET LOSS BEFORE
 INCOME TAXES                    (10,649)     (10,911)         (63,606)      (93,199)

 Income Taxes                          -        2,000                 -       17,000
                              -----------  -----------        -----------   ----------
NET LOSS                        $(10,649)  $ (8,911)           $(63,606)   $ (76,199)
                              ===========  ===========        ===========  ===========

NET LOSS PER COMMON
 SHARE                        $     (.00)   $    (.00)        $     (.00)  $    (.00)
                              ===========  ===========        ===========  ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING    28,727,148     22,970,123        28,056,668   22,095,124
                              ===========  ===========        ===========  ===========
</TABLE>

                     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)

                                                            Six Months Ended
                                                                  June 30
                                                         ----------------------
                                                            2009          2008
                                                        -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                             $   (63,606)  $  (76,199)
                                                        -----------  -----------
 Adjustments to reconcile net loss to net
 cash provided by (used in) operating
 activities:

   Depreciation and amortization                           10,395       12,950
   Deferred Income Tax benefit                                  -      (17,000)
   Stock awarded to employees                             101,372       88,183
   Increase or decrease in:
    Accounts receivable                                   (27,986)      29,664
    Inventory                                             (1,188)      (61,518)
    Other current assets                                       -           442
    Accounts payable and accrued expenses                 (7,473)      (16,021)
                                                         -----------   --------
        Total adjustments                                 75,120        36,700

                                                         -----------   --------
    NET CASH PROVIDED BY (USED IN) OPERATING
    ACTIVITIES                                            11,514       (39,499)
                                                         -----------   --------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements         (34,019)      (20,934)
 Redemption of certificate of deposit                          -       263,985
 Capitalization patent database cost                           -       (42,818)
 Investment with related party                                 -           853
 Cash loaned under note receivable                        (9,700)
                                                       -----------   ----------
    NET CASH PROVIDED BY (USED IN) INVESTING             (43,719)      201,086
    ACTIVITIES                                        -----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on long-term debt                                  -      (140,074)
   Payments received (advances)
     on stockholderloan                                    4,072       (24,858)
   Repurchase of common stock                             (9,228)          -
                                                      -----------    ----------
NET CASH PROVIDED BY (USED IN) FINANCING
         ACTIVITIES                                       (5,156)     (164,932)
                                                      -----------    ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                         (37,361)       (3,345)

CASH AND CASH EQUIVALENTS, beginning of period           276,669       209,981
                                                      ------------  -----------
CASH AND CASH EQUIVALENTS, end of period               $ 239,308     $ 206,636
                                                      ============  ===========

                                       F-4


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

                                                              (Unaudited)
                                                              (Continued)

                                                          Six Months Ended
                                                              June 30,
                                                         ------------------
                                                         2009          2008
                                                     ------------  ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                            $            -    $    1,716
                                                     ===========   ============



SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY

  Common stock awarded to officers                  $   101,372     $   88,183
                                                     ===========   ============

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

                  See Accompanying Notes to Financial Statements.

                                       F-5

<PAGE>
                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 June 30, 2009
                                   (Unaudited)


The information  presented  herein as of June 30, 2009 and for the three and six
months ended June 30, 2009 and 2008, 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-Q  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 and six month periods ended June 30, 2009,  are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  31,  2009.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Company's annual report of Form
10-K for the year ended December 31, 2008.

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

Net income (loss) per common share is computed using a simple  weighted  average
of common shares outstanding during the periods presented.



(3) INCOME TAXES

For 2009,  the  Company  reported a net loss and also  realized a net income tax
loss for the six and three  month  periods  ended  June 30,  2009.  The  Company
increased  the  valuation  allowance of its deferred tax asset by  approximately
$3,000 and $8,000,  respectively,  and did not record a increase in its deferred
tax asset or an income tax benefit based on  management's  expectation of future
taxable income which may not exceed its current deferred tax asset.


<PAGE>

For 2008,  the  Company  reported a net loss and also  realized a net income tax
loss for the  three and six month  periods  ended  June 30,  2008.  The  Company
recorded  the future  benefit  of this tax loss as a  deferred  tax asset and an
income tax benefit of $2,000 and $17,000 for the three and six months ended June
30, 2008, respectively.


(4) CONCENTRATIONS

Sales to three major  customers were 54% of total sales for the six months ended
June 30, 2009.  Sales to two major  customers was 39% of total sales for the six
months ended June 30, 2008.


Substantially all 2009 and 2008 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.


<PAGE>

(5) COMMITMENTS AND CONTINGENCIES

Beginning July 1, 2009, the Company has employment agreements with two officers,
Mr.  Strattan and Mr.  Fails,  for total  monthly  cash  salaries of $12,500 and
$3,500,  respectively.  From  January 1, 2009 to June 30, 2009,  Mr.  Stratta's
salary was $7,000 in cash and $12,500 in restricted  shares based on the formula
below, and Mr. Fail' salary was $3,000 in cash and $1,000 in restricted  shares
based on the formula  below.  Through June 30, 2009,  the officers  were 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. No shares of restricted stock will be issued to Mr.
Strattan  or Mr.  Fails  for  services  following  July  1,  2009.  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.  For the three and six month  periods  ended June  30,2009,  the
Company  awarded  873,884  and  2,561,384  shares and  recognized  an expense of
$47,009 and $101,372, respectively for stock awarded under these agreements.

For 2008,  the Company had  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 and six month periods ended June 30, 2008, the Company
awarded  791,666 and 2,541,665  shares and  recognized an expense of $41,170 and
$88,183, respectively for stock awarded under these agreements.


(6) NOTES RECEIVABLE

The  Company  loaned  $9,700 to an  unrelated  investment  company.  The note is
unsecured, principal and interest at 24% is due on demand.


(7) TREASURY STOCK
Treasury stock is recorded at acquistion  cost. The Company  reacquired  162,780
shares of its previously  outstanding  common stock for $9,228.  The shares were
not cancelled as of June 30, 2009.

(8) SUBSEQUENT EVENTS

On August 11, 2009, George Fails was elected President of the Company.

<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 country-regionJapan, country-regionGermany, country-regionChina and
country-regionplaceHungary;  but we are gradually  finding  satisfactory  supply
sources in the country-regionplaceUnited States. While we generally enjoy better
supply prices from outside the country-regionplaceUnited 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  country-regionJapan,  country-regionplaceGermany  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>

In March 2009,  the Company and Mr.  Strattan  reached a  settlement  with Eline
Entertainment Group, Inc. and Barry Rothman, the Pres/CEO of Eline,  pursuant to
which Eline Entertainment transferred all of its rights in the Company's Class A
Preferred Share to Mr. Strattan.  Those parties  dismissed their actions against
one another and exchanged mutual  releases.  The Company's action against Steven
T. Dorrough,  Jayme  Dorrough,  Eline  Holding,  and  StateplaceYucatan  Holding
Company and the  counterclaim  filed by those defendants has not been dismissed;
the company is seeking a summary judgment.

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.


<PAGE>

Liquidity and Capital Resources
Our  cash  and  short-term  investments  decreased  to  $239,000  as of June 30,
2009,compared  to $277,000 as of December  31,  2008.  The  decrease for the six
months  ended June 30, 2009,  was due  primarily  to the  repurchase  of Company
common stock of $9,228, a loan of $9,700 and facility  improvements in excess of
cash flow from operations.

As of June 30, 2009,  our working  capital was $250,000  compared to $444,000 at
December 31, 2008.  Our cash flows from  operations  for the first six months of
2009 was $11,000  compared to $(40,000) for the same period in 2008. This change
from 2008 to 2009 was due primarily to a $62,000 increase  inventory in 2008 and
normal 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 2008. This reduced interest expense
approximately $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.

We also  significantly  increased our inventory for our two most profitable bulk
products.  In April 2008, we ordered  $46,000 of the product HPB from a Japanese
supplier,  and in July 2008 we ordered $80,000 of the product Methyl-Beta from a
German  supplier.  We increased our inventory of these two products based on our
estimate of future industry  purchase  trends and recent product  inquiries from
our larger  customers.  These  products  have a three month or more lead time to
acquire from our suppliers in the quantity purchased.  Because we now have these
products in stock, we have an increased  opportunity to fill any large orders we
may receive.  Due to increased shipping costs, it is also less costly to buy and
ship  larger  quantities  from our  suppliers.  If  these  large  orders  do not
materialize,  we can sell this  product in the normal  course of  business.  Our
current inventory of these two product represents approximately two years of our
historical sales volume of these products.

In October  2008,  we announced a plan to repurchase up to $150,000 of currently
outstanding common stock. We have not determined the exact timing of these share
repurchases.  We acquired 162,780 shares at a cost of $9,228 during the three
months ended June 30, 2009.

<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  $148,000  through  December 31, 2008.  During the six months
ended March 31,  2009,  we  capitalized  $34,000 of  improvements,  including an
additional $14,500 for driveway paving. 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  PlaceNameplaceResearch  PlaceTypePark
facility.  In 2009,  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.


<PAGE>

Company  officers  earned  2,561,384  shares and 2,541,665  shares of our common
stock for  compensation  earned under  employment  agreements  for the six month
periods ending June 30, 2009 and 2008, respectively.

We have no off-balance sheet arrangements at June 30, 2009.

Results of Operations

Total product sales for the six month period ended June 30, 2009 increased 7% to
$245,000  compared to $229,000 for the same period in 2008. Our major  customers
continue  to be  repeat  purchasers.  In  2009,  we had  three  major  customers
accounting for 54% of our sales. In 2008, we had two major customers account for
39% of our sales.  The increase in sales was due  primarily to more sales to our
major  customers.  The timing of when we receive and are able to complete  these
large  periodic  orders  has a  significant  effect on our  quarterly  sales and
operating results.

Our cost of products  sold  (excluding  any  allocation  of direct and  indirect
overhead and handling  costs) for the six month period ended 2009  decreased 60%
to $33,000  from  $78,000 for the same period in 2008.  For the  majority of our
larger sales in 2009, we realized  approximately 50% lower cost of products sold
(excluding any allocation of direct and indirect overhead and handling costs) by
using a new supplier  compared  with 2008.  Historically,  changes in both sales
volume and  product  mix has a  significant  effect on our cost of sales and our
margins. Our margins vary significantly among our products.  Our margins for the
same product also vary based on quantity sold.


Our  sales  are  comprised  mostly  of bulk  sales of  cyclodextrins  in  larger
quantities.   Since  we  purchase  most  of  our  bulk  products  from  overseas
manufacturers,  the fluctuation in foreign  currency  exchange rates to the U.S.
dollar  will  continue  to  unpredictably  affect  our  cost  of  products  sold
(excluding  any allocation of direct and indirect  overhead and handling  costs)
and  inventory  costs.  The currency  exchange  rate affects our import  freight
expenses  as well.  Our  fine  chemical  products  are  hisoricaly  manufactured
overseas as well and because they are higher cost inventory  items, the currency
exchange rate fluctuations cause significant volatility in cost of products sold
(excluding  any allocation of direct and indirect  overhead and handling  costs)
and  inventory  costs also even though we do not sell fine  checmicals  in large
quantities.  In the last two years we have seen a reduction in the sales of fine
chemicals. We have been able to shift the manufacture of a greater percentage of
our Aquaplex(R)(chemicals complexed with CD's) fine chemical product line to the
placecountry-regionU.S.   and  thereby   reduce  the  effect  of  currency  rate
fluctuations  while reducing as well our product cost per gram. We do not expect
to see additional  future major cost reducing  opportunities to become available
again.  This lower cost  supplier  of fine  chemicals  allows us to  temporarily
offset normal  product cost  increases and hold the line on an even greater rate
of decline in our gross profit margins for the short term;  however since we are
not able to raise our prices  sufficient to match product  price  increases,  we
expect a gradual  increase in the future cost of products  sold  (excluding  any
allocation of direct and indirect overhead and handling costs).



<PAGE>

Personnel  costs have  increased  16% to $92,000 for the three months ended June
30, 2009,  from $80,000 for same period in 2008.  Personnel costs have increased
19% to $192,000 for the six months ended June 30, 2009,  from  $162,000 for same
period in 2008. This increase is due primarily to raises for existing  personnel
and reduction in personnel costs capitalized as facility improvements.

Professional  fees  decreased 42% to $13,000 for the three months ended June 30,
2009 compared to $23,000 for same period in 2008. Professional fees were $58,000
for the six months ended June 30,2009 and 2008,  respectively.  The decrease for
the three month  period  ending  June 30,  2009,is  due  primarily  to timing of
auditing and accounting expenses.

Office and other expenses decreased slightly from $7,000 to $8,000 for the three
months ended June 30,  2009,and  2008,  respectively.  Office and other expenses
decreased  slightly  from  $18,000 to $14,000 for the six months  ended June 30,
2009,and 2008,  respectively.  Most of our office  related  expenses do not vary
significantly from quarter to quarter.

Amortization  and  depreciation  were  comparable at $5,000 for the three months
ended  June 30,  2009  and  2008,  repectively.  Amortization  and  depreciation
decreased  slightly  from  $13,000 to $10,000 for the six months  ended June 30,
2009,and 2008,  respectively.  We expect  depreciation  to increase  somewhat in
future  periods  as the  result  of our  office  renovations,  improvements  and
additions.

Freight  and  shipping  decreased  slightly  to $2,000 from $3,000 for the three
months  ended  June 30,  2009  and  2008,  respectively.  Freight  and  shipping
decreased  slightly from $6,000 to $4,000 for the six months ended June 30, 2009
and 2008,  respectively.  Freight and shipping  costs are  dependent on supplier
location,  frequency of ordering  products for inventory and frequency of sales.
We have also experienced a volitility in overall shipping costs due to increases
in energy costs and then decreasing overall demand for shipping services.

Investment  and other income  decreased  78% to $2,000 from $8,000 for the three
months ended June 30, 2009 and 2008,  respectively.  Investment and other income
decreased  78% to $3,000 from  $14,000 for the three  months ended June 30, 2009
and  2008,  respectively.  The  decreases  are due to lower  interest  rates and
invested cash balances in 2009.

We  realized a net tax loss for the three and six month  periods  ended June 30,
2009,  but recorded an increase in our  valuation  allowance for the increase in
our deferred tax asset of approximately $3,000 and $8,000, respectively.

We  recognized  a $2,000 and $18,000  income tax benefit on our  additional  net
operating  loss for the three and six months ended June 30, 2008,  respectively.
For the year ended December 31, 2008, we recorded a $200,000 valuation allowance
on our net deferred tax asset.


We  recognized a net loss of $(11,000)  and $(9,000) for the three month periods
ending  June 30,  2009  and  2008,  respectively.  We  recognized  a net loss of
($64,000) and ($76,000) for the six month periods ending June 30, 2009 and 2008,
respectively.

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 placeNorth  America of the  cyclodextrin  products  manufactured  by Cyclolab
Research  Laboratories in CityplaceBudapest,  country-regionHungary.  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. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

<PAGE>

Items 4 and 4T. Controls and Procedures.

a. Management's quarterly report on internal control over financial reporting.

1. Our management is  responsible  for  establishing  and  maintaining  adequate
internal  control over  financial  reporting as defined in Rules  13a-15(f)  and
15d-15(f) under the Securities  Exchange Act of 1934. Our internal  control over
financial  reporting is a process designed to provide reasonable  assurance that
assets  are  safeguarded  against  loss from  unauthorized  use or  disposition,
transactions   are   executed  in   accordance   with   appropriate   management
authorization  and  accounting  records  are  reliable  for the  preparation  of
financial   statements  in  accordance   with  generally   accepted   accounting
principles.

2. Internal  control  over  financial  reporting  is a process  tailored to the
Company's unique circumstances,  designed under the supervision of the Company's
Chief Executive and Chief Operating Officer, and effected by the Company's Board
of Directors, its consultants and other personnel, taking into account the small
size of the  Company,  small  number of  employees  and others  involved  in the
Company's finances.  The process uses a system of checks and balances to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles  and  includes  those  policies  and
procedures that:

- pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the Company's assets and the
review  of those  transactions  and  dispositions  by the  Company's  compliance
officer;

- provide  reasonable  assurance that  transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that the Company's  receipts and  expenditures  are
being made only in accordance with authorizations of management or the Company's
Board of Directors; and

- provide  reasonable  assurance  regarding  prevention  or timely  detection of
unauthorized acquisition,  use or disposition of the Company's assets that could
have a material adverse effect on the Company's financial statements.

3. As required by Rule  13a-15(b)  and  15(d)-15(e)  under the Exchange Act, our
Chief Executive Officer who is also our Principal Accounting Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report.  The
Company's  Chief  Executive  Officer has concluded  that the Company's  internal
control over financial reporting, as of September 30, 2008 was effective.

4. This quarterly report does not include an attestation report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this quarterly report.

b.  Changes in internal  controls.

The Company made no changes in its internal  control  over  financial  reporting
that occurred  during the  Company's  third fiscal  quarter that has  materially
affected,  or which is  reasonably  likely to  materially  affect the  Company's
internal control over financial reporting.

<PAGE>

                           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.

NONE


<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 has duly
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                             CTD HOLDINGS, INC.



Date: August 14, 2009                        /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan
                                             Chief Executive Officer
                                             Chief Financial Officer