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: March 31, 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 May 12, 2009, the Company had outstanding  26,648,911 shares of its common
stock.

<PAGE>

                         PART I. Financial Information

Item 1.  Financial Statements.

                                   CTD HOLDINGS, INC.
                              CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                        ASSETS

                                          March 31, 2009      December 31, 2008
                                            (Unaudited)
<S>                                       <C>                   <C>
CURRENT ASSETS
 Cash and cash equivalents                  $   260,623          $   276,669
 Accounts receivable                             42,595               27,794
 Inventory                                      209,811              209,975
 Other current assets                             2,000                2,000
                                          -------------          -------------
     Total current assets                       515,029              516,438
                                          -------------          -------------
PROPERTY AND EQUIPMENT, NET                     460,190              442,784
                                          -------------          -------------
OTHER ASSETS
 Shareholder loan                                16,890               17,069
 Intangibles, net                                 4,750                5,000
 Deferred tax asset                             250,000              250,000
                                           -------------         -------------
     Total other assets                         271,640              272,069
                                           -------------         -------------
TOTAL ASSETS                                 $1,246,859          $ 1,231,291
                                           =============       ===============
</TABLE>

(Continued)

                                     F-1


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


<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                              March 31, 2009  December 31, 2008
                                                (Unaudited)
<S>                                           <C>              <C>
CURRENT LIABILITIES
 Accounts payable and accrued expenses         $  86,287       $     72,125
                                              -------------    -------------

STOCKHOLDERS' EQUITY
 Common stock, par value $.0001 per share,
 100,000,000  shares  authorized,  28,229,938
 and  26,542,438  shares issued and
 outstanding, respectively                         2,823              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                     3,293,105         3,238,911
 Accumulated deficit                           (2,135,356)       (2,082,399)
                                             -------------      -------------
     Total stockholders' equity                 1,160,572         1,159,166
                                             -------------      -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 1,246,859      $  1,231,291
                                              ============     ==============
</TABLE>

See accompanying Notes to Financial Statements.

                                     F-2
<PAGE>
                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
                                Three Months Ended
                                      March 31,
                              -----------------------
                                  2009        2008
                              -----------  ----------
<S>                          <C>          <C>
PRODUCT SALES                 $  120,496   $   68,470
                              -----------  ----------

EXPENSES
 Personnel                        99,827       81,967
 Cost of products sold
 (exclusive of
 depreciation and
 amortization, shown
 separately below)                16,124       18,229
 Professional fees                44,489       35,693
 Office and other                  7,204        9,272
 Amortization and
 Depreciation                      5,081        7,603
 Freight and shipping              2,152        2,311
                              -----------   ----------
                                 174,877      155,075
                              -----------   ----------

Operating loss                   (54,381)     (86,605)
                              -----------   ----------

OTHER INCOME (EXPENSE)
 Investment and other
 income                            1,424        6,033
 Interest expense                     -        (1,716)
                              -----------   ----------
        Total other income         1,424        4,317
                              -----------   ----------

NET LOSS BEFORE
 INCOME TAXES                    (52,957)     (82,288)

 Income Taxes                        -         15,000
                              -----------  -----------
NET LOSS                        $(52,957)    $(67,288)
                              ===========  ===========

NET LOSS PER COMMON
 SHARE                        $     (.00)   $    (.00)
                              ===========  ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING    27,386,188    21,699,291
                              ===========  ===========
</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)
<TABLE>
                                                           Three Months Ended
                                                                March 31
                                                         ----------------------
                                                            2009          2008
                                                        -----------  -----------
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                              $  (52,957)   $  (67,288)
                                                        -----------  -----------
 Adjustments to reconcile net loss
 to net cash provided by operating activities:

   Depreciation and amortization                            5,081         7,603
   Stock compensation to employees                         54,363        47,013
   Income tax benefit of deferred tax assets                   -        (15,000)
   Increase or decrease in:
   Accounts receivable                                    (14,801)       52,820
   Inventory                                                  164         6,812
   Other current assets                                        -            442
   Accounts payable and accrued expenses                   14,162        18,868
                                                       -----------   -----------
        Total adjustments                                  58,848       118,558

                                                       -----------   -----------
    NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                             6,012        51,270
                                                       -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements          (22,237)      (18,905)
 Patent database development                                   -        (23,020)
 Investment with related party                                 -             65
 Redemption of certificate of deposit                          -        211,958
                                                       -----------   ----------
    NET CASH PROVIDED BY (USED FOR) INVESTING             (22,237)      170,098
    ACTIVITIES                                         -----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable                                      -       (140,074)
Payments received on stockholder loan                         179         4,526
                                                       -----------    ----------
NET CASH PROVIDED (USED FOR)
   FINANCING ACTIVITIES                                       179      (135,548)
                                                       ----------     ----------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                              (16,046)       85,820

CASH AND CASH EQUIVALENTS, beginning of period            276,669       209,981
                                                       ------------  -----------
CASH AND CASH EQUIVALENTS, end of period                $ 260,623     $ 295,801
                                                       ============  ===========
</TABLE>
                                       F-4


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

<TABLE>
                                                        Three Months Ended
                                                             March 31,
                                                         ------------------
                                                         2009          2008
                                                     ------------  ------------
<S>                                                 <C>           <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                               $       -     $    1,716
                                                     ===========   ============

Cash paid for income taxes                           $       -     $       -
                                                     ===========   ============


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY

  Common stock awarded to officers                   $  54,363     $   47,013
                                                     ===========   ============
</TABLE>
                                       F-5

<PAGE>
                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2009
                                   (Unaudited)


The information  presented  herein as of March 31, 2009 and for the three months
ended March 31, 2009 and 2008, is unaudited.

(1) BASIS OF PRESENTATION:

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

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 month  period  ended  March 31,  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  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 2009, the Company  reported a net loss and also realized a net operating tax
loss for the three  months  ended  March 31,  2009.  The Company  increased  the
valuation  allowance of its deferred tax asset by  approximately  $8,000 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 may not exceed its current
deferred tax asset.

<PAGE>

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.

(4) CONCENTRATIONS

Sales to three  major  customers  were 60% of total  sales for the three  months
ended March 31, 2009. Sales to one major customer was 26% of total sales for the
three months ended March 31, 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

For 2009,  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.  For the three  months ended March 31,
2009, the Company awarded  1,687,500 shares and recognized an expense of $54,363
for stock awarded under these agreements.

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.

<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>

In March 2009,  the Company and Mr.  Strattan  reached a  settlement  with Eline
Entertainment   Group,   Inc.  and  Barry  Rothman,   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 Yucatan Holding Company and the counterclaim
filed by those defendants have not been dismissed.

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 $260,000 as of March 31, 2009,
compared to $277,000 as of December 31, 2008.  The decrease for the three months
ended March 31, 2009,  was due primarily to facility  improvements  in excess of
cash flow from operations.

As of March 31, 2009, our working  capital was $429,000  compared to $444,000 at
December 31, 2008. Our cash flows from  operations for the first three months of
2008 was $6,000  compared to $51,000 for the same period in 2008. This decrease
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 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.

<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 three months
ended March 31,  2009,  we  capitalized  $22,000 of  improvements,  including an
additonal $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 Research Park 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 1,687,00 shares and 1,749,999 shares of our common stock
for compensation earned under employment  agreements for the three months ending
March 31, 2009 and 2008, respectively.

We have no off-balance sheet arrangements at March 31, 2009.

Results of Operations

Total product  sales for the three months ended March 31, 2009  increased 78% to
$121,000  compared to $68,000 for the same period in 2007.  Our major  customers
continue  to be  repeat  purchasers.  In  2009,  we had  three  major  customers
accounting for 60% of our sales. In 2008, we had one major customer  account for
26% 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 2009 to date  decreased  12% to $16,000 from
$18,000  for the same  period in 2008.  For the two  largest  sales in 2008,  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.

The  change in the value of the U.S.  dollar in  relation  to the Euro and other
foreign  currencies  affects our cost of products sold (excluding any allocation
of direct and indirect  overhead and handling  costs) and inventory  costs,  and
will  continue to do so. The change in shipping  costs also affects our friedght
expenses. 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 margin  percentage  and therefore,
expect our gross margin percentage to decline in future quarters.

<PAGE>

Personnel  costs have increased 22% to $100,000 for the three months ended March
31, 2009,  from $82,000 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 increased 22% to $44,000 for the three months ended March 31,
2009  compared  to $36,000  for the three  months  ended  March 31,  2008.  This
increase is primarily due to increased auditing and accounting expenses.

Office and other expenses are comparable at $7,000 for 2009 and $9,000 for 2008.
Most of our office related  expenses do not vary  significantly  from quarter to
quarter.

Amortization and depreciation  were comparable at $5,000 for 2009 and $8,000 for
2008 year to date,  repectively.  We expect depreciation to increase somewhat in
future  periods  as the  result  of our  office  renovations,  improvements  and
additions.

Freight and shipping are  comparable at $2,000 for 2009 and 2008,  respectively.
Freight  and  shipping is  dependent  on  frequency  of  ordering  products  for
inventory and frequency of sales. We have also experienced volitility in overall
shipping  costs due to  increases in energy  costs and then  decreasing  overall
demand for shipping services.

Investment  and other income  decreased 76% to $1,000 for 2009,  from $6,000 for
the same period in 2008. This decrease is due to lower cash balances in 2009.

We  realized  a net tax loss for the three  months  ended  March 31,  2009,  but
recorded a increase in our valuation  allowance for the increase in our deferred
tax asset of approximately $8,000.

We recognized a $15,000  income tax benefit on our additional net operating loss
for the three months ended March 31, 2008. 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 $(53,000) and ($67,000) for the three month periods
ending March 31, 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 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. 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: May 15, 2009                           /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan
                                             Chief Executive Officer
                                             Chief Financial Officer