Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

(Check One): [ ] Form 10-K  [ ] Form 20-F   [ ] Form 11-K  [X] Form 10-QSB
             [ ] Form N-SAR

For Period Ended: March 31, 2002

             [ ] Transition Report on Form 10-K
             [ ] Transition Report on Form 20-F
             [ ] Transition Report on Form 11-K
             [ ] Transition Report on Form 10-Q
             [ ] Transition Report on Form N-SAR

For the Transition Period Ended: ________________________


CT Holdings, Inc.
Full Name of Registrant

Former Name if Applicable

8750 North Central Expressway, Suite 100
Address of Principal Executive Office (Street and Number)

Dallas, Texas 75251
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]   (a)  The reasons described in reasonable detail in Part III of this form
           could not be eliminated without unreasonable effort or expense;

[X]   (b)  The subject annual report, semi-annual report, transition report on
           Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
           filed on or before the fifteenth calendar day following the
           prescribed due date; or the subject quarterly report of transition
           report on Form 10-Q, or portion thereof will be filed on or before
           the fifth calendar day following the prescribed due date; and

[ ]   (c)  The accountant's statement or other exhibit required by Rule
           12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

As previously disclosed, the Company is executing the spin off distribution
transaction of its Citadel Security Software Inc. subsidiary with the dividend
distribution expected to be issued on Firday, May 17, 2002. Management is in the
process of completing the requirements for this transaction and is unable to
complete its Form 10-QSB for the quarter ended March 31, 2002 within the
prescribed period without unreasonable effort and expense. The Company
anticipates that it will file its Form 10-QSB within the statutory five day


(1)  Name and telephone number of person to contact in regard to this

     Steven B. Solomon                (214)               520-9292
               (Name)                 (Area Code)         (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of
     the Securities Exchange Act of 1934 or Section 30 of the Investment Company
     Act of 1940 during the preceding 12 months or for such shorter period that
     the registrant was required to file such report(s) been filed? If answer is
     no, identify report(s).                                [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations
     from the corresponding period for the last fiscal year will be reflected by
     the earnings statements to be included in the subject report or portion
     thereof?                                               [X] Yes  [ ] No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     As previously disclosed, the Company has announced a spinoff distribution
     of its Citadel Security Software Inc. business, resulting in the treatment
     of that business as discontinued operations for accounting purposes. As a
     result, the results of continuing operations of CT Holdings will no longer
     include results from the Citadel business.

     CT Holdings, Inc.
     (Name of Registrant as Specified in Charter)

     has caused this notification to be signed on its behalf by the undersigned
     hereunto duly authorized.

     Date May 15, 2002

     By         /s/ Steven B. Solomon
                Steven B. Solomon
                Chief Executive Officer

     INSTRUCTION: The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative. The name and
     title of the person signing the form shall be typed or printed beneath the
     signature. If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.