UNITED STATES
                       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, 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 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  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 8, 2008,  the  Company  had  outstanding  20,930,764  shares of its
common stock.


<PAGE>

                          PART I. Financial Information

Item 1.  Financial Statements.

CTD HOLDINGS, INC.
                               CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                     ASSETS

                                             June 30, 2008   December 31, 2007
                                              (Unaudited)

                                          <c>                <c>
CURRENT ASSETS
 Cash and cash equivalents                   $   206,636        $   209,981
 Certificate of deposit                             -               100,000
 Accounts receivable                              55,770             85,434
 Inventory                                       169,142            107,624
 Deferred tax asset                               75,000             75,000
 Investment due from related party                  -                   853
 Other current assets                              2,000              2,442
                                              -------------      -------------
     Total current assets                        508,548            581,334
                                              -------------      -------------
PROPERTY AND EQUIPMENT, NET                      447,973            437,435
                                              -------------      -------------
OTHER ASSETS
 Certificate of deposit                             -               163,985
 Intangibles, net                                 84,759             40,967
 Deferred tax asset                              392,000            375,000
                                              -------------      -------------
     Total other assets                          476,759            579,952
                                              -------------      -------------
TOTAL ASSETS                                 $ 1,433,280        $ 1,598,721
                                              =============      =============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

                                       F-2

<PAGE>
CTD HOLDINGS, INC.
                               CONSOLIDATED BALANCE SHEETS


                                   (Continued)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                              June 30, 2008   December 31, 2007
                                               (Unaudited)

                                            <c>            <c>
CURRENT LIABILITIES
 Accounts payable and accrued expenses          $   57,643      $    73,664
 Current portion of long-term debt                    -               3,942
                                               -------------   -------------
     Total current liabilities                  $   57,643           77,606
                                               -------------   -------------
LONG-TERM LIABILTIES
  Long-term debt, less current portion                -             136,132
   Loan from officer                                  -              21,330
                                               -------------   -------------
        Total long-term liabilities                   -             157,462
                                               -------------   -------------

STOCKHOLDERS' EQUITY
Common  stock,  par value  $.0001 per  share,
100,000,000  shares  authorized, 23,365,956 and
20,824,291 shares issued and outstanding,
respectively                                         2,336            2,083
 Preferred stock, par value $.0001 per share,
  5,000,000 shares authorized; Series A, 1 share
  issued and outstanding                               -                -
 Additional paid-in capital                      3,118,667        3,030,737
 Accumulated deficit                            (1,745,366)      (1,669,167)
                                                -------------   -------------
     Total stockholders' equity                  1,375,637        1,363,653
                                                -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $  1,433,280     $  1,598,721
                                                ============    =============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

                                       F-3

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

                                   (Unaudited)

                                 Three Months Ended         Six Months Ended
                                    June 30,                    June 30,
<TABLE>
                              -----------------------  -----------------------
                                  2008        2007         2008        2007
                              -----------  ----------  -----------  ----------
<S>                           <C>          <C>          <C>          <C>

PRODUCT SALES                 $  160,655   $  179,697    $   229,125  $ 330,923


COST OF PRODUCTS SOLD             63,418       12,508         83,959     14,653
                              -----------  ----------   -----------  ----------
GROSS PROFIT                      97,237      167,189        145,166    316,270
                              -----------  -----------   ----------- ----------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES          115,061       84,896        243,180    235,827
LITIGATION EXPENSE                   929         -             7,344       -
                             -----------   ----------    ----------- ----------
                                 115,990       84,896        250,524    235,827
                             -----------   ----------    ----------- ----------


OTHER INCOME (EXPENSE)
   Investment and other
   income                          7,842        6,380         13,875     13,322
 Interest expense                    -         (3,564)        (1,716)   ( 5,343)
                              -----------   ----------    ----------  ---------

     Total other income

     (expense)                     7,842        2,816         12,159      7,979
                              -----------   ----------    -----------  ---------

NET INCOME (LOSS) BEFORE
 INCOME TAXES                    (10,911)      85,109        (93,199)    88,422

 Income Tax Benefit                2,000          -           17,000       -
                              -----------   ----------  -----------  ----------
NET INCOME (LOSS)              $  (8,911)    $ 85,109     $  (76,199) $  88,422
                               ===========  =========== ============ ==========

NET INCOME (LOSS) PER
 COMMON SHARE


       Net income (loss)
       per share              $    (.000)     $  .005    $    (.003)       .005
                              ===========   ===========  ===========  ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING    22,970,123   16,992,000    22,095,124  16,534,968
                              ===========  ===========  ===========  ==========
</TABLE>

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

                                       F-4

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

                                                            Six months ended
                                                                June 30
<TABLE>
                                                           2008          2007
                                                       -----------  -----------

                                                  <c>            <c>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                    $   (76,199)   $  88,422
                                                       -----------  -----------
Adjustments to reconcile net income to net
cash provided by (used in) operating
  activities:

   Depreciation and amortization                           12,950       10,658
   Deferred Income Tax Benefit                            (17,000)           -
   Stock awarded to employees                              88,183       53,490
 Increase or decrease in:
   Accounts receivable                                     29,664       30,654
   Inventory                                              (61,518)     (14,817)
   Other current assets                                       442       14,509
   Accounts payable and accrued expenses                  (16,021)     (38,504)
                                                         -----------   ---------
        Total adjustments                                  36,700       55,990

                                                         -----------   ---------
    Net cash provided by (used in)operating
    activities                                            (39,499)     144,412
                                                         -----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements          (20,934)     (12,846)
 Redemption of certificate of deposit                     263,985          -
 Capitalization Patent database cost                      (42,818)     ( 2,625)
 Investment with related party                                853     (123,411)
                                                        -----------   ----------
    Net cash provided by (used in) investing              201,086     (138,882)
    activities                                           -----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES

Payments on long-term debt                               (140,074)      (3,160)
Payments on stockholder's loan                           ( 24,858)      17,104
                                                          ---------   ----------
NET CASH PROVIDED (USED IN)FINANCING
        ACTIVITIES                                       (164,932)      13,944
                                                        -----------   ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       (3,345)      19,474

CASH AND CASH EQUIVALENTS, beginning of period            209,981       23,629
                                                        ------------  ----------
CASH AND CASH EQUIVALENTS, end of period                $ 206,636    $  43,103
                                                        ============ ===========
</TABLE>
                                      F-5

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

                                                          Six months ended
                                                              June 30
<TABLE>
                                                         2008          2007
                                                     ------------  ------------

                                                  <c>          <c>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                $   1,716    $   5,343
                                                      ==========   ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY

  Common stock awarded to officers                    $  88,183    $  53,490
                                                     ===========   ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                      F-6
<PAGE>

                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008

                                   (Unaudited)

The information  presented  herein as of June 30, 2008 and for the three and six
months ended June 30, 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 and six month periods ended June 30, 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 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 month  periods
ended June 30, 2008,  respectively.  This was 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 carry forwards.

For 2007, the Company reported net income and no income tax expense was reported
for the three and six month  periods  ended June 30,  2007,  due to the  Company
utilizing the benefit of its net  operating  loss carry  forward.  In the fourth
quarter of 2007, the Company reduced the valuation allowance on the deferred tax
asset by $450,000.

(4) CONCENTRATIONS

Sales to two major  customers  was 39% of total  sales for the six months  ended
June 30, 2008.  Sales to two major customers were 50% of total sales for the six
months ended June 30, 2007.

Substantially all 2008 and 2007 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 and six months  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.

For 2007,  the Company had  employment  agreements  with two  officers for total
monthly  salaries of $5,000.  In addition,  the Company's  president was awarded
shares of common stock each month.  The number of shares due was 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 and six
months ended June 30, 2007, the Company awarded  1,083,333 and 1,828,125  shares
and  recognized  an expense  of $28,438  and  $53,490,  respectively,  for stock
awarded under the agreements.

On February 7, 2007,  the Company 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.

                                       F-8

<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
$206,000 as of June 30, 2008,  compared to $474,000 as of December 31, 2007. The
decrease for the six months ended June 30, 2008, was due primarily to increasing
inventory  $62,000,  the $140,000  payoff of the mortgage on our  property,  and
$64,000 to develop our patent database and improve our physical facilities.

As of June 30, 2008,  our working  capital was $450,000  compared to $504,000 at
December 31, 2007. Our cash flows used in operations for the first six months of
2008 was $40,000  compared  cash provided by operations of $144,000 for the same
period in 2007. This decrease was due primarily to a $100,000 decrease in sales,
a $62,000  increase  in  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 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  product  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 six months
ended June 30, 2008, we capitalized $21,000 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 the only database dedicated to issued and
applied  for US  patents  regarding  cyclodextrins  capable  of  supporting  the
anticipated  deluge of  litigation  created by the sheer volume of  cyclodextrin
patenting  activities  that have occurred over the last five (5) years.  We have
capitalized  $76,000 for this  database  through  June 30,  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  in 2009.  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.  On an  ongoing  basis,  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 for the foreseeable future.
<PAGE>

We issued  2,541,665 shares and 1,828,125 shares of our common stock to officers
and employees for compensation  earned under  employment  agreements for the six
month periods ended June 30, 2008 and 2007, respectively.

We have no off-balance sheet arrangements at June 30, 2008.

Results of Operations

Total product  sales to date in 2008 were $229,000  compared to $331,000 for the
same period in 2007. Our major customers  continue to be repeat  purchasers.  In
2008, we had two major  customers  account for 39% of our sales. In 2007, we had
two major customers  accounting for 50% of our sales.  The decrease in sales was
due to less sales to our major customers and the normal sales volume  volatility
we experience.

Our gross profit margin  decreased to 63% for the six months ended JUne 30, 2008
from 96% for the six months  ended June 30,  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  increased to $257,000 for the six months ended June 30, 2008,
from  $236,000  for the six months ended June 30, 2007.  We  historically  incur
significant  auditing  expenses in the first quarter of the year, which increase
our  SG&A  costs  at  the  beginning  of  each  year.  During  2008,  our  stock
compensation  expense  increased to $88,000 from $53,000 in 2007. During 2008 we
increased the compensation to our President.

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

We  recognized  a net loss of $(9,000) for the three months ended June 30, 2008,
compared to net income of $85,000 for the three months  ended June 30, 2007.  We
recognized  a net loss of  $(76,000)  for the six months  ended  June 30,  2008,
compared to net income of $88,000 for the six months ended June 30, 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   cyclodextrin
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)  under the Exchange  Act, our Chief  Executive
Officer who is also our Chief Operating 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 June 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  second 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, 2008                       /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan
                                             Chief Executive Officer
                                             Chief Financial Officer