U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-KSB
                                   (Mark One)

      [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended October 31, 2005


      [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the transition period from _______ to _______


                        Commission file number 000-30451


                         Eline Entertainment Group, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


               Nevada                                  88-0429856
   ---------------------------------        ---------------------------------
     (State or other jurisdiction           (IRS Employer Identification No.)
   of incorporation or organization)


         8905 Kingston Pike
         Suite 313
         Knoxville, Tennessee                                   37923
         ----------------------------------------             ----------
         (Address of principal executive offices)             (Zip Code)


                     Issuer's telephone number 215-895-9859
                                               ------------

Securities registered under Section 12(b) of the Exchange Act:

    Title of each class             Name of each exchange on which registered

           None                                    not applicable
   ---------------------            -----------------------------------------
   (Title of each class)


Securities registered under Section 12(g) of the Exchange Act:

                                  common stock
                                ----------------
                                (Title of class)
<PAGE>

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

State issuer's revenues for its most recent fiscal year. $1,014,996 for the 12
months ended October 31, 2005.

State the aggregate market value of the voting and non-voting common equity held
by non- affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. The aggregate market value of the voting
stock held by non-affiliates computed at the closing price of Eline's common
stock on May 1, 2006 is approximately $353,000.

State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date. As of January 31, 2005, 3,274,295
shares of common stock are issued and outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) of the Securities Act of 1933 ("Securities Act"). Not Applicable.

Transitional Small Business Disclosure Form (check one):  Yes       No   X
                                                              ----     -----

                                       ii
<PAGE>

         When used in this annual report, the terms "Eline," "we," and "us"
refers to Eline Entertainment Group, Inc., a Nevada corporation, and its
subsidiaries, Industrial Holding Group, Inc., a Florida corporation ("Industrial
Holding"), 24/7 MRI, Inc., a Florida corporation ("24/7 MRI"), and CTD Holdings,
Inc, ("CTD" or "CTDH") a publicly traded Florida corporation in which Eline
holds a controlling interest in that company's voting securities. The term "IFR"
refers to Industrial Fabrication and Repair, Inc., a Tennessee corporation,
which is a 51% owned subsidiary of Industrial Holding. The term Storm Depot
refers to Storm Depot International Corp., a wholly-owned subsidiary of
Industrial Holding, and term "Okeechobee Imaging" refers to Okeechobee Imaging,
Inc., a Florida corporation, a wholly-owned subsidiary of 24/7 MRI.

         All per share information contained in this report gives proforma
effect to the three for two forward stock split of our common stock effected on
November 7, 2003 and a three for one forward stock split of our common stock
effected on February 24, 2004.


           CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

         CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-KSB CONTAIN OR MAY
CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
UTILIZING NUMEROUS ASSUMPTIONS AND OTHER FACTORS THAT COULD CAUSE OUR ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. THESE
FACTORS INCLUDE, BUT ARE NOT LIMITED TO, OUR ABILITY TO CONSUMMATE A MERGER OR
BUSINESS COMBINATION, ECONOMIC, POLITICAL AND MARKET CONDITIONS AND
FLUCTUATIONS, GOVERNMENT AND INDUSTRY REGULATION, INTEREST RATE RISK, U.S. AND
GLOBAL COMPETITION, AND OTHER FACTORS. MOST OF THESE FACTORS ARE DIFFICULT TO
PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. YOU SHOULD CONSIDER THE
AREAS OF RISK DESCRIBED IN CONNECTION WITH ANY FORWARD-LOOKING STATEMENTS THAT
MAY BE MADE HEREIN. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS REPORT.
READERS SHOULD CAREFULLY REVIEW THIS ANNUAL REPORT IN ITS ENTIRETY, INCLUDING
BUT NOT LIMITED TO OUR FINANCIAL STATEMENTS AND THE NOTES THERETO AND THE RISKS
DESCRIBED IN "ITEM 1. DESCRIPTION OF BUSINESS--RISK FACTORS." EXCEPT FOR OUR
ONGOING OBLIGATIONS TO DISCLOSE MATERIAL INFORMATION UNDER THE FEDERAL
SECURITIES LAWS, WE UNDERTAKE NO OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS TO
ANY FORWARD-LOOKING STATEMENTS, TO REPORT EVENTS OR TO REPORT THE OCCURRENCE OF
UNANTICIPATED EVENTS. FOR ANY FORWARD-LOOKING STATEMENTS CONTAINED IN ANY
DOCUMENT, WE CLAIM THE PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING
STATEMENTS CONTAINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

                                        1
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

         Eline is a holding company that currently has two divisions, Industrial
Holding and 24/7 MRI. IFR, a 51%-owned subsidiary of Industrial Holding, is
engaged in component sales, machining, specialty design and fabrication. Eline
has executed an agreement to divest it's 51% holding in IFR, as described
elsewhere in this document. Storm Depot International Corp, a subsidiary of
Industrial Holding, distributes hurricane protection. 24/7 MRI is a development
stage business whose operations were discontinued in fiscal 2004. In August
2005, Eline purchased a controlling interest in the voting securities of CTD
Holdings, Inc., a company engaged in the cyclodextrin industry.

INDUSTRIAL HOLDING AND IFR

         On May 27, 2003 Eline executed a Share Exchange Agreement with Lester
E. Gann, the sole shareholder of Industrial Fabrication & Repair, Inc., a
Tennessee corporation ("IFR") and Eline's then newly formed subsidiary,
Industrial Holding Group, Inc., a Florida corporation ("Industrial Holding").
Under the terms of the agreement on that date, Eline acquired 51% of the issued
and outstanding capital stock of IFR from Mr. Gann in exchange for 1 million
shares of Industrial Holding's common stock in a private transaction exempt from
registration under the Securities Act of 1933. In October 2005, Mr. Gann
initiated negotiations with the Company to dissolve the above mentioned share
agreement and return the all the Industrial Holdings shares owned by Mr. Gann in
exchange for the Industrial Fabrication shares held by the Company. This
transaction is expected to be completed by the end of the second quarter of
2006.

         Founded in 1979, IFR is engaged in component sales, machining,
specialty design and fabrication for conveyer systems used in the movement of
raw materials, finished goods and supplies in its customers' manufacturing
processes. IFR's customers are engaged in various industries, including paper,
steel mills, rock quarry operations, coal mining applications and bottling
facilities located in the South Eastern United States. Its customers include
Coca-Cola, Pepsico, Kimberly-Clarke Corp., American Limestone,
Gerdau-AmeriSteel, Vulcan Materials Co., Harrison Construction, Blue Diamond
Coal, Carlex Glass, HBD Industries and Hartco Flooring. In the fiscal years
ended October 31, 2005 and October 31, 2004, results of operations from IFR have
been classified as discontinued operations.

COMPETITION

         While IFR competes with numerous fabricators in the East Tennessee
area, management of IFR believes it has limited direct competition as a result
of the comprehensive nature of its services. Within the 150 mile radius of its
client base, IFR is one of a select few fabricators which offers a full array of
services from concept and design to engineering and prototype to custom systems.
There can be no assurances, however, that IFR in fact maintains a competitive
advantage or that if such competitive advantage exists, IFR will be able to
retain same in the future.

GOVERNMENT REGULATION

         The operations of IFR are not subject to any state or government
regulations at the present time, other than normal and customary rules and
regulations, including environmental regulations, to which most companies are
subject. There can be no assurances, however, that future regulations at the
state or federal level, if adopted, will not have a material adverse effect on
the operations of IFR.
                                        2
<PAGE>

EMPLOYEES

         As of January 31, 2006, IFR has approximately 30 employees, all of
which are full time. IFR is not covered by any collective bargaining agreements
and considers its employee relationships to be good.

STORM DEPOT INTERNATIONAL CORP.

         In October 2004, the Company formed a wholly owned subsidiary, Storm
Depot International Corp, a Florida corporation. Storm Depot International Corp.
distributes hurricane protection products through a network of licensed dealers
and independent retailers. The company's dealer outlets offer the public and the
contracting trade a one-stop shopping solution for a broad range of hurricane
protection and preparedness products.

         Storm Depot International is seeking to capitalize on the significant
and growing demand for hurricane protection products, particularly in the
Atlantic and Gulf coast regions of the U.S. According to Census figures, more
than 48 million people live within 50 miles of the Gulf and Atlantic coasts. The
aftermath of recent major storms, including Hurricane Frances and Jeanne in 2004
and Hurricane Wilma and Katrina in 2005, shows that many homeowners in these
areas remain under-prepared to protect their homes from the devastating effects
of a hurricane.

         Storm Depot International presently distributes products through a
network of 11 independent dealers, with 9 located on the east coast of Florida,
stretching from Boca Raton north to Sebastian, and then 2 on the west coast that
cover the area from Sarasota north to Pensacola. The company also distributes
its products through various independent retailers located in the southeastern
United States.

         Among the products distributed by Storm Depot International is its
proprietary E-Panel product, a lightweight translucent hurricane panel. The
panel is unique in that it affords protection from hurricane force winds, is
lightweight and easy to attach, and yet lets light in, unlike metal or plywood
commonly used by the consumer. Storm Depot International also distributes
conventional hurricane protection panels/systems, including aluminum panels,
steel panels, rolldown shutters and accordion shutters. Additionally, the
company distributes a variety of rechargeable tools, hand tools and electric
generators, plus an assortment of related accessories.

COMPETITION

         Storm Depot International competes with numerous entities engaged in
the hurricane protection industry, including other distributors and various
retailers. Included are entities engaged solely in the hurricane protection
business, as well entities engaged in a variety of construction, home
improvement and home repair activities. While Storm Depot International believes
that its proprietary E-Panel provides it with a competitive advantage in the
marketplace, there can be no assurances, however, that such competitive
advantage is substantive or that if such competitive advantage exists, it will
be able to retain same in the future.

GOVERNMENT REGULATION

         The operations of Storm Depot International are not subject to state or
government regulations at the present time, other than normal and customary
rules and regulations, including environmental regulations, to which most
companies are subject. Its dealers, however, are subject to various local and
state regulations pertaining to contractor licensing and building codes. There
can be no assurances, however, that future regulations at the local, state or
federal level, if adopted, will not have a material adverse effect on the
operations of Storm Depot International.

                                        3
<PAGE>

EMPLOYEES

         As of January 31, 2006, Storm Depot International had one employee,
it's President. Moreover, its operations are managed via a management agreement
with an entity owned by the President of Storm Depot International.

24/7 MRI

         Eline formed 24/7 MRI in June 2003 to explore opportunities in the
diagnostic imaging field. Following the acquisition of IFR, we continued to
explore additional avenues of expanding our business and operations. One
business opportunity which was reviewed was a chain of diagnostic imaging
centers. While we did not progress beyond the due diligence phase, we believed
that opportunities existed within this space, and in August 2003 24/7 MRI opened
Okeechobee Imaging, a store-front MRI center in West Palm Beach, Florida to test
its operating concepts. In conjunction with the opening of this site, we
acquired a 2000 GE Profile III Mobile open MRI system from GE Medical Systems
under an operating lease on an equipment reposition. 24/7 MRI completed the beta
test of this initial retail center in December 2003. In April 2004 we determined
that the diagnostic imaging field was not an area in which we would devote any
additional time or resources and we ceased operations in the 24/7 MRI subsidiary
and classified $244,776 as a loss on discontinued operations in fiscal 2004.

EMPLOYEES

         As of January 31, 2006, 24/7 MRI has no employees.

CTD HOLDINGS, INC.

         CTD Holdings, Inc. ("CTD") was organized as a Florida corporation on
August 9, 1990, with operations beginning in July 1992. CTD sells cyclodextrins
("Cyclodextrins" or "CDs") and related products to the food, pharmaceutical and
other industries. CTD also provide consulting services in the area of
commercialization of CD applications.

CDs

         Cyclodextrins are molecules that bring together oil and water and have
potential applications anywhere oil and water must be used together. Successful
applications have been made in the areas of agriculture, analytical chemistry,
biotechnology, cosmetics, diagnostics, electronics, foodstuffs, pharmaceuticals
and toxic waste treatment. Stabilization of food flavors and fragrances is the
largest current worldwide market for CD applications. The Company and others
have developed CD-based applications in stabilization of flavors for food
products; elimination of undesirable tastes and odors; preparation of antifungal
complexes for foods and toiletries; stabilization of fragrances and dyes;
reduction of foaming in foods; cosmetics and toiletries; and the improvement of
quality, stability and storability of foods.

         CDs can improve the solubility and stability of a wide range of drugs.
Many promising drug compounds are unusable or have serious side effects because
they are either too unstable or too insoluble in water. Strategies for
administering currently approved compounds involve injection of formulations
requiring Ph adjustment and/or the use of organic solvents. The result is
frequently painful, irritating, or damaging. These side effects can be
ameliorated by CDs. CDs also have many potential uses in drug delivery for
topical applications to the eyes and skin.

         CTD believes the application of CDs in both OTC and ethical ophthalmic
products provides the greatest opportunity for the successful and timely
introduction of CD containing preparations for topical drug use.

                                        4
<PAGE>

         CTD's strategy is to sell CDs and to introduce products with little or
no regulatory burden in order to minimize product expenses and create profitable
revenue. CTD currently sells its products for use in the pharmaceutical, food
and industrial chemical industries.

CD PRODUCTS

         CTD's CD products include Trappsol(R), Aquaplex(R), and AP(TM)-Flavor
product lines. The Trappsol product line consists of approximately 200 different
varieties of CDs and the Aquaplex product line includes more than 60 different
complexes of active ingredients with various CDs. In addition to these product
lines, the Company introduced Garlessence(R) in the fourth quarter of 1995.
Garlessence is the first ingestible product containing CDs to be marketed in the
U.S. The Company also provides consulting services, research coordination, and
the use of CD Infobase(TM), a comprehensive database of CD related information.
The Company has protected its service and trademarks by registering them with
the U.S. Patent and Trademark office. The following trademarks have been
approved and are in use: Trappsol(R), and Aquaplex (R).

         CTD purchases CD's from commercial manufacturers around the world
including: Wacker Chemie - Munich, Germany; Nihon Shokuhin Kako - Tokyo, Japan;
Roquette Freres - Le Strem, France; Cerestar Inc. - Hammond IN, USA. At the end
of 2002, CTD became the exclusive distributor in North America of the CD
products manufactured by Cyclolab R&D Labs in Budapest, Hungary. The Company
does not manufacture cyclodextrins.

COMPETITION

         The company is currently a leading consultant in determining
manufacturing standards and costs for CDs and CMCDs. However, there will always
exist the potential for competition in this area since no patent protection can
be comprehensive and forever exclusive. Nevertheless, there is a perceived
barrier to entry into the CD industry because of the lack of general experience
with CD complexation procedures. CTD believes its competitive advantage lies in
its experience and know how in the use and application of CDs, areas in which it
believes it has few equals.

                                        5
<PAGE>

         The company has established a strong business relationship with one of
the experts in this field -- Cyclolab in Hungary - and has utilized the services
and expertise of this laboratory. The Company believes this relationship
provides a significant marketing lead time, and combined with a strong marketing
presence, will give the company a two to three year lead time advantage over its
competitors.

         In 2002 CTD became the exclusive North American distributor of the CD
products manufactured by Cyclolab. CTD intends to form additional business
relationships with Cyclolab in Hungary by creating a Cyclolab-USA laboratory
facility and thereby strengthen our competitive advantage. The company believes
that it will be able to acquire, and is currently negotiating to acquire, all of
the outstanding equity interest in Cyclolab for a total purchase price of
$1,525,000. The company anticipates that in connection with its acquisition of
Cyclolab, it would issue options to Cyclolab's current owners to purchase shares
of CTD Holdings for a purchase price of $0.01 per share.

GOVERNMENT REGULATION

         Under the Federal Food, Drug and Cosmetic Act ("Food and Drug Act"),
the Food and Drug Administration ("FDA") is given comprehensive authority to
regulate the development, production, distribution, labeling and promotion of
food and drugs. The FDA's authority includes the regulation of the labeling and
purity of the Company's food and drug products. In the event the FDA believes
any company is not in compliance with the law, the FDA can institute proceedings
to detain or seize products, enjoin future violations or assess civil and/or
criminal penalties against that Company.

         The FDA and comparable agencies in foreign countries impose substantial
requirements upon the introduction of therapeutic drug products through lengthy
and detailed laboratory and clinical testing procedures, sampling activities and
other costly and time consuming procedures. The extent of potentially adverse
government regulations which might arise from future legislation or
administrative action cannot be predicted.

         Under present FDA regulations, FDA defines drugs as "articles intended
for use in the diagnosis, cure, mitigation, treatment or prevention of disease
in man." The Company's product development strategy is to first introduce a
product that will not be regulated by the FDA as a drug because all of its
ingredients are natural products or is generally regarded as safe (GRAS) by the
FDA. The Company is continually updated by counsel as to changes in FDA
regulations that might affect the use of and claims for these products. There is
no assurance that the FDA will not take the position that the Company's food and
nutritional supplement products are subject to requirements relating to drug
development and sale. The effect of such determination could be to limit or
prohibit distribution of such products.

EMPLOYEES

         CTD currently employs three persons on a full time basis. None of the
Company's employees belong to a union. The Company believes relations with its
employees are good.

HISTORY OF ELINE

         We were incorporated in June 1997 under the laws of the State of Nevada
originally under the name Rapid Retrieval Systems, Inc. We were initially
engaged in the development of comprehensive processing, document retrieval,
editing, integration and network support services for small businesses and the
general public. Our ability to implement our business plan was tied to our
ability to raise sufficient working capital. We were not successful in obtaining
this needed capital, and in mid-2000 we remained a development stage company
that did not have customers nor had we ever generated any revenues from
operations.

                                        6
<PAGE>

         In June 2000 we signed a plan and agreement of merger with Eline
Music.com, Inc., a Tennessee corporation (" Tennessee Eline"). Tennessee Eline
was a development stage company created to provide exposure for independent
music artists and labels and to fill a perceived void that existed in the
entertainment and music business. In January 2001 we changed our name to Eline
Music.com, Inc., which was subsequently changed to our current name on April 25,
2001.

         On May 27, 2003 Eline executed a Share Exchange Agreement with Lester
E. Gann, the sole shareholder of Industrial Fabrication & Repair, Inc., a
Tennessee corporation ("IFR") and Eline's then newly formed subsidiary,
Industrial Holding Group, Inc., a Florida corporation ("Industrial Holding").
Under the terms of the agreement on that date, Eline acquired 51% of the issued
and outstanding capital stock of IFR from Mr. Gann in exchange for 1 million
shares of Industrial Holding's common stock in a private transaction exempt from
registration under the Securities Act of 1933.

         In October 2005, Mr. Gann initiated negotiations with the Company to
dissolve the above mentioned share agreement and return all the Industrial
Holdings shares owned by Mr. Gann in exchange for the Industrial Fabrication
shares held by the Company. This transaction is expected to be completed by the
end of the second quarter of 2006.

         In June 2003 the Company formed 24/7 MRI, Inc. ("24/7 MRI"), a Florida
corporation which was formerly know as Imaging Holding Group, Inc. In June 2003
the Company also formed Okeechobee Imaging, Inc. ("Okeechobee Imaging"), a
Florida corporation originally known as Florida Health Care Imaging, Inc. 24/7
MRI is a wholly-owned subsidiary of Eline and Okeechobee Imaging is a
wholly-owned subsidiary of 24/7 MRI. Eline formed 24/7 MRI to explore
opportunities in the diagnostic imaging field. In April 2004 the Company
determined that the diagnostic imaging field was not an area in which the
Company would devote any additional time or resources and thus has exited this
line of business. The Company continues to explore additional avenues of
expanding its business and operations.

         On August 11, 2005, the Company purchased a controlling interest in the
voting securities of CTD Holdings, Inc. in exchange for 200,000 restricted
shares of common stock. CTD Holdings is engaged in the marketing and sale of
cyclodextrins and related products to food, pharmaceutical and other industries.
The Company also provides consulting services related to cyclodextrin
technology.

PENDING NAME CHANGE

         On August 10, 2005 our Board of Directors recommended, and holders of a
majority of the voting power of our outstanding shares of stock, as of such
record date approved, by written consent dated July 12, 2005 in lieu of a
special meeting of stockholders, an amendment to our Articles of Incorporation
to change our name from "Eline Entertainment Group, Inc." to "Grande
International Holdings, Inc.". We expect to implement this change of our name
during fiscal 2006.

RISK FACTORS

         An investment in our common stock involves a significant degree of
risk. You should not invest in our common stock unless you can afford to lose
your entire investment. You should consider carefully the following risk factors
and other information in this annual report before deciding to invest in our
common stock.

                                        7
<PAGE>

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT.

         We reported net income of $46,858 for the fiscal year ended October 31,
2005, and a net loss of $1,147,611 for the fiscal year ended October 31, 2004.
At October 31, 2005 we had an accumulated deficit of $15,254,011. While a
significant portion of our historical losses and accumulated deficit are
non-cash, until the acquisition of IFR in May 2003 and the formation of Storm
Depot International in October 2004, we have never generated sufficient revenues
to even partially offset our operating costs. As we continue to grow and develop
the Industrial Holding division it is likely we will continue to report losses.

OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB, BUT TRADING IN OUR STOCK IS
LIMITED.

         The market for our common stock is extremely limited and there are no
assurances an active market for our common stock will ever develop. Accordingly,
purchasers of our common stock cannot be assured any liquidity in their
investment.

BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE
OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY
EFFECT ITS LIQUIDITY.

         If the trading price of our common stock is less than $5.00 per share,
our common stock is considered a "penny stock," and trading in our common stock
is subject to the requirements of Rule 15g-9 under the Securities Exchange Act
of 1934. Under this rule, broker/dealers who recommend low- priced securities to
persons other than established customers and accredited investors must satisfy
special sales practice requirements. The broker/dealer must make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to the transaction.

         SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock," including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and its associated risks. These requirements severely limit the liquidity of
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities. In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.


ITEM 2.  DESCRIPTION OF PROPERTY.

         Our principal stockholder, Yucatan Holding Company, provides us office
space at no cost to us. We believe that this arrangement is suitable for our
present needs. IFR's business and operations are conducted from a 35,000 square
foot facility in Knoxville, Tennessee, which is leased from Mr. Gann for $78,000
per annum under a lease expiring on January 1, 2008.

         In 2000, CTD bought approximately 40 acres in western Alachua County,
Florida, (the "Property") for a purchase price of $210,000, which was paid for
in part by a new first mortgage of $150,000. The Property had been developed in
part as a mushroom growing facility. While the company has discontinued mushroom
growing operations on the Property, the company continues to use the Property as
its corporate headquarters. Its present 6,000 sq.ft. facility is expected to be
adequate to house the Company's operations for the foreseeable future.

                                        8
<PAGE>

         CTD holds title to the Property in fee simple, subject to a purchase
money mortgage securing repayment of a promissory note with a principal balance
due of $147,196 as of October 31, 2005. The principal amount due on the note
accrues interest at a rate of seven and one-quarter (7.25) percent per year and
neither the note nor the mortgage have a prepayment penalty. The maturity date
of the note is December 5, 2005. The Property is not subject to any lease,
option, purchase, or sales contracts, nor are there any immediate plans to
renovate, improve, or further develop the Property. The Property is in a region
that is experiencing moderate population and development growth which has
increased the market value of the Property. Management believes the limits of
insurance coverage are adequate for the Property.

         The Property has a 6,000 sq.ft. facility from which the Company
operates its corporate offices. The anticipated remaining useful life of the
facility is undetermined, but in Management's estimate exceeds 25 years. The
Property's federal tax basis, rate, and method are, respectively, $162,000, 40
years, and straight-line. The realty tax rate and annual realty taxes assessed
on the Property for the year ended October 31, 2005, are 23.8378 mils and
$3,127.52, respectively.


ITEM 3.  LEGAL PROCEEDINGS.

         On March 11, 2004 the Company announced that it had signed an agreement
in principal to form MRI Management & Leasing, a joint venture that will be
focused on leasing mobile MRI systems. Under the terms of the arrangement the
Company held a majority ownership of MRI Management & Leasing, which was to be
managed by A.M Services, LLC and Dirk Sichel, the then president of 24/7 MRI,
who together would also be its minority owners. The Company then proceeded with
the preparation of an operating agreement and circulated same to all parties,
including counsel for A.M. Services, LLC. In connection with this anticipated
joint venture, under separate agreement Okeechobee Imaging, Inc., the subsidiary
of 24/7 MRI which held the lease for the mobile MRI system which was to be used
in the joint venture, was to enter into a lease for that equipment with the
joint venture. On April 13, 2004 the Company notified both Mr. Sichel and Mr.
Anwar Mithavayani, the principal of A.M. Services, that as a result of the lapse
of time and the changes requested by counsel to A.M. Services to the operating
agreement that the Company had made a determination not to pursue the joint
venture. Contemporaneously the Company notified GE Healthcare Financial that
they were seeking their assistance in repositioning the MRI unit and terminating
the lease.

         On April 15, 2004, after an inspection visit to the location of the
mobile MRI unit the Company discovered that the unit was not at the location
specified by Mr. Sichel and Mr. Mithavayani; the Company reported the unit
stolen.

         On April 16, 2004 the 24/7 Open MRI subsidiary was served with a
lawsuit by Medserv, Inc., another company controlled by Mr. Mithavayani, styled
Medserv, Inc. v 24/7 Open MRI of Port St. Lucie, Inc., Eline Entertainment
Group, Inc. and GE Healthcare Financial Services, Inc., Case No. 04006295 in the
Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida.
In its complaint, as amended, the plaintiff alleges a lien on the MRI system
pursuant to terms of a maintenance agreement purportedly entered into by 24/7
Open MRI, and is seeking approximately $30,000. The Company has filed an Answer,
Affirmative Defenses and Counterclaim alleging conversion and tortuous
interference with contractual rights.

         In August GE Healthcare Financial Services, Inc. filed an answer and
cross claim in which it has asserted breach of contract by Okeechobee Imaging
alleging that it defaulted under its lease agreement with GE Healthcare
Financial Services for the MRI unit, as well as a claim of tortuous interference
with a contract relationship between GE and Okeechobee Imaging by 24/7 Open MRI.
GE Healthcare Financial is asserting that Okeechobee Imaging is in default under
the lease for the equipment in the amount of approximately $200,000, and other
as yet unspecified damages.

                                        9
<PAGE>

         During the three months ended January 31, 2005, the Company received a
settlement offer from GE Healthcare Financial Services, Inc. approximating
$30,000 and reversed $100,000 of the litigation reserve leaving $100,000 in the
reserve to cover settlement costs and attorney's fees.

         In July 2004 the Company received an Order for Default Judgment in the
matter of Guardian Technology, Inc., a British Columbia corporation, versus
Eline Entertainment Group, Inc. formerly known as Eline Music.com, Inc., Case
No. 04-2-10345-2SEA in the Superior Court of the State of Washington in and for
the County of King. The plaintiff is alleging that Eline defaulted on a
promissory note purportedly issued on August 9, 2000 for services in the
principal amount of $100,000. This date of this purported note predates the
transaction in September 2002 in which Yucatan Holding Company acquired control
of Eline. The state court has granted a summary judgment in the amount of
$290,967.21, which represents a principal amount of $177,000, prejudgment
interest of $107,822.21, and attorney's fees and costs of $6,145. The Company is
unable to ascertain the difference in the principal amount of the purported note
and the principal amount as set forth in the judgment. The Company has
subsequently obtained from plaintiff's counsel a copy of the purported
promissory note, which such note reflects that ElineMusic.com, Inc., a Tennessee
corporation, not Eline, is the maker and the note is signed by Larry Paradise,
as president of the maker. ElineMusic.com, Inc. was an unaffiliated entity until
its merger into Eline in December 2000. Mr. Larry Paradise, the father of Mr.
Sonny Paradise, who served as the Company's president from June 2000 until
January 2001, has never been an officer or director of Eline. A review of the
records of our company prior to the change of control in September 2002 does not
reflect that Guardian Technology Inc. ever made any loans to Eline. The Company
has advised plaintiff's counsel of the dispute of both the ability of Mr. Larry
Paradise to bind the company as well as the validity of the obligation. As a
result of the foregoing, as well as the purported involvement of Mr. Larry
Paradise in the matter, The Company does not believe that the note is a valid
obligation of Eline. The Company has not accrued any interest on the summary
judgment, in that the Company believes that it has a valid claim against the
defendants as discussed below.

         As of October 31, 2005 the Company reserved approximately $400,000 for
legal fees and expenses related to the above aforementioned litigation and in
addition on October 29, 2004 filed a complaint in The United States District
Court For The Eastern District of Tennessee at Knoxville naming Larry Paradise,
Guardian Technology, Inc and Elio Guglielmi as defendants in a civil action
claiming fraud, conspiracy, and making false statements thereby damaging the
Company's financial interests. The Company seeks judgment against the defendants
in an amount not to exceed One Million Dollars. In June 2005, a representative
for the Company contacted Guardian Technology, Inc.'s legal counsel regarding
the litigation, such counsel refused to accept service of process on behalf of
his client.

         In June 2005, the Company received a letter from legal counsel
representing Dr. Nabil Yazgi, an individual who is asserting that he made a
number of substantial loans to Eline or its predecessors beginning in early 1998
and through July 2002, totaling at least $955,200, which he asserts Eline has
failed to repay. The Company believes that there is no merit to such assertions
and intends to vigorously defend itself in this matter.

         As of October 31, 2005, the Company reserved a total of $399,057 for
legal fees and expenses related to pending litigation.

                                       10
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On August 10, 2005 our Board of Directors recommended, and holders of a
majority of the voting power of our outstanding shares of stock, as of such
record date approved, by written consent dated July 12, 2005 in lieu of a
special meeting of stockholders, an amendment to our 2003 Stock Option and
Equity Compensation Plan to increase the number of shares of common stock which
may be issued under the plan to 1,500,000 from the 287,430 shares currently
authorized for issuance under the Plan. A notice regarding this action and an
Information Statement are being circulated to advise our stockholders that this
action has already been approved by written consent of our stockholders who
collectively hold a majority of the voting power of our common stock. Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, this action
will not be effective until twenty days after the date that the aforementioned
Information Statement is mailed to our stockholders.

         On August 10, 2005 our Board of Directors recommended, and holders of a
majority of the voting power of our outstanding shares of stock, as of such
record date approved, by written consent dated July 12, 2005 in lieu of a
special meeting of stockholders, an amendment to our Articles of Incorporation
to change our name from "Eline Entertainment Group, Inc." to "Grande
International Holdings, Inc.". We expect to implement this change of our name
during fiscal 2006.

                                       11
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Effective March 21, 2006, our common stock has been quoted on Over-The
Counter market under the symbol EEGI. Prior to March 21, 2006, our common stock
was quoted on the OTCBB under the symbol EEGI. The reported high and low bid
prices for the common stock as reported on the OTCBB during fiscal 2005 and
fiscal 2004 are shown below for the periods indicated. The quotations reflect
inter-dealer prices, without retail mark-up, markdown or commission, and may not
represent actual transactions. The following prices give effect to a three for
two forward stock split of our common stock effected on November 7, 2003 and a
three for one forward stock split of our common stock effected on February 24,
2004.


                                                       High          Low
FISCAL 2004

First Quarter ended January 31, 2004 ...............  $ 5.35        $ 1.75
Second Quarter ended April 30, 2004 ................  $ 9.40        $ 1.25
Third Quarter ended July 31, 2004 ..................  $ 1.85        $ 0.25
Fourth Quarter ended October 31, 2004 ..............  $ 0.79        $ 0.36

FISCAL 2005

First Quarter ended January 31, 2005 ...............  $ 0.80        $ 0.26
Second Quarter ended April 30, 2005 ................  $ 1.10        $ 0.27
Third Quarter ended July 31, 2005 ..................  $ 1.73        $ 0.96
Fourth Quarter ended October 31, 2005 ..............  $ 2.05        $ 0.56


         On May 1, 2006 the last sale price of our common stock as reported on
the Over The Counter Market was $0.28. As of January 15, 2006 there were
approximately 150 record owners of our common stock.

DIVIDEND POLICY

         We have never paid cash dividends on our common stock. We intend to
keep future earnings, if any, to finance the expansion of our business. We do
not anticipate that any cash dividends will be paid in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

         During the year ended October 31, 2004, the Company issued 26,191
shares of common stock to terminate a real property lease. The Company
recognized a non-cash expense of $55,000 during the year ended October 31, 2004
related to this issuance.

         During the year ended October 31, 2004 the Company issued 789,000 of
stock to a consultant as compensation for services. The Company recognized a
non-cash expense of $460,250.

         During the year ended October 31, 2004 the Company issued an aggregate
of 17,500 shares of common stock to two consulting firms as compensation for
services. During the year ended October 31, 2004, the Company recognized
non-cash expenses of $95,750, which represents the value of those shares.

         In April 2004 we issued our president 6,000 shares of our common stock,
valued at $30,150, as compensation for his services from November 1, 2003 to
October 31, 2004, and we have recognized an expense for this issuance in fiscal
2004.

                                       12
<PAGE>

         During the year October 31, 2005, the company issued an aggregate of
300,000 shares of our common stock to consultants as compensation for services
to be rendered through March 2006. The company amortized $52,500 in deferred
consulting during the year ended October 31, 2005 leaving a deferred amount on
the balance sheet totaling $37,500 at October 31, 2005.

         On March 2, 2005, the Company's controlling shareholder exchanged
9,000,000 shares of common and 180,000 shares of Series B preferred stock held
by him for 250,000 shares of Series A preferred stock. The new series of
convertible preferred stock, Series A, is identical in rights, preferences,
privileges and restrictions to the Series B convertible preferred stock. The
share exchange resulted in an approximate 79% reduction of the Company's common
stock outstanding.

         On August 11, 2005, the Company entered into a Share Exchange Agreement
to acquire majority control of the voting securities of CTD Holdings, Inc.
(OTCBB: CTDH), a Florida-based company that sells cyclodextrins and provides
consulting services in the area of commercialization of cyclodextrins
applications. Under the terms of the share exchange agreement, Eline
Entertainment acquired a controlling interest in the voting securities of CTD
Holdings, Inc. from its President and principal shareholder, in exchange for
200,000 shares of restricted common stock valued at $350,000.

         All of these issuances were made in reliance on an exemption from
registration under the Securities Act of 1933 in reliance on Section 4(2)
thereof. There were no underwriters involved in any of these issuances and we
did not pay any commissions. The recipients were either accredited investors or
non-accredited investors who had such knowledge and experience in financial,
investment and business matters that they were capable of evaluating the merits
and risks of the prospective investment in our securities. No general
solicitation or advertising was used in connection with this transaction, and
the certificates evidencing the shares that were issued contained a legend
restricting their transferability absent registration under the Securities Act
of 1933 or the availability of an applicable exemption therefrom.

EQUITY COMPENSATION PLAN INFORMATION AS OF OCTOBER 31, 2005

         The following table sets forth securities authorized for issuance under
equity compensation plans, including individual compensation arrangements, by us
under our 2003 Stock Option and Equity Compensation Plan and any compensation
plans not previously approved by our stockholders as of October 31, 2005.

                            Number of        Weighted      Number of
                            securities to    average       securities remaining
                            be issued upon   exercise      available for future
                            exercise of      price of      issuance under equity
                            outstanding      outstanding   compensation plans
                            options,         options,      (excluding securities
                            warrants         warrants      reflected in
                            and rights       and rights    column (a))
                            --------------   -----------   ---------------------
Plan category                    (a)             (b)                (c)

Equity compensation plans
approved by stockholders          0               0              1,500,000

Equity compensation plans
not approved by stockholders     none            none               none


                                       13
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

RESULTS OF OPERATIONS

Fiscal Years Ended October 31, 2005 and 2004

         We reported revenues of $1,014,996 for fiscal 2005 as compared to
revenues of $0 for fiscal 2004. Revenues of $3,823,049 from IFR in fiscal 2005
have been reclassified at October 31, 2005 to loss from discontinued operations
and revenues of $3,996,278 from IFR in fiscal 2004 have been reclassified to a
loss from discontinued operations. Revenues of approximately $17,454 in fiscal
2004 from our 24/7 MRI division have been reclassified at October 31, 2004 to
loss from discontinued operations. Our 24/7 MRI division had no revenues in
fiscal 2005.

         Absent the benefit of revenues from the discontinued operations of IFR
in fiscal 2005, Eline's revenue growth in that period reflects the commencement
of operations and subsequent growth of its Storm Depot subsidiary during the
fiscal 2005 period. This growth largely reflects the success of Storm Depot in
developing and expanding its dealer network amidst growing demand for hurricane
protection products in the wake of hurricanes that affected much of the Florida
market in 2004 and 2005.

         We reported a gross profit of $309,765 for fiscal 2005 as compared to a
gross profit of $0 for fiscal 2004. Eline's gross profit in the fiscal 2005
periods reflects the commencement of operations and subsequent growth of its
Storm Depot subsidiary during the fiscal 2005 period. Operating expenses for
fiscal 2005 were $250,697 as compared to $996,517 for fiscal 2004. The decrease
is largely attributable to a stock compensation expense of $676,200 in fiscal
2004 for which there was no comparable expense in fiscal 2005, a reserve for
commitments, contingencies and claims of $300,000 in fiscal 2004 as compared to
a decrease in this reserve of $100,000 in fiscal 2005, offset by an increase in
general and administrative of approximately $330,000 in fiscal 2005.

         Other expense, which includes interest expense, was $41,258 for fiscal
2005, as compared to $0 for fiscal 2004.

         We reported a profit from operations before minority interest and
discontinued operations in fiscal 2005 of $17,810, compared to a loss before
minority interest and discontinued operations fiscal 2004 of $996,517.

         For fiscal 2005 we reported a loss in subsidiary (Industrial Holding)
attributed to the minority interest held by Mr. Gann of $157,898, as compared to
a loss in subsidiary (Industrial Holding) attributed to the minority interest
held by Mr. Gann of $30,808 for fiscal 2004. This loss in subsidiary, which
represents 49% of the loss attributable to Industrial Holding which is allocated
to Mr. Gann as its minority stockholder, had the effect of reducing our
increasing our income from operations in fiscal 2005, while reducing our loss
from operations in fiscal 2004.

         For fiscal 2005 we reported income from operations of $175,708 compared
to a loss from operations of $965,709 for fiscal 2004.

DISCONTINUED OPERATIONS

         Pursuant to the guidance of Staff Accounting Bulletin No. 93,
"Accounting and Disclosures regarding Discontinued Operations" ("SAB 93") and
SFAS No. 144, in connection with the disposal of the 24/7 MRI segment, the
Company recorded its proportionate share of net losses in the former subsidiary
for the period from November 1, 2003 through October 31, 2004 by crediting loss
from operations and debiting loss on disposal of subsidiary totaling $244,776.

                                       14
<PAGE>

         In connection with the disposal of the IFR segment, the Company
recorded its proportionate share of net losses in the former subsidiary for the
period from November 1, 2004 through October 31, 2005 by crediting loss from
operations and debiting loss on disposal of subsidiary totaling $128,850, as
compared to a loss on discontinued operations of $181,902 in fiscal 2004.

LIQUIDITY AND CAPITAL RESOURCES

         At October 31, 2005, we had a working capital deficit of $214,305
compared to working capital of $356,577 at October 31, 2004. The change in
working capital is primarily attributable to a decrease in inventories of
approximately $1.2 million, offset by a decrease in the amounts due to related
parties of approximately $443,000.

         Net cash provided by operating activities for fiscal 2005 was $283,735,
as compared to net cash used in operating activities for fiscal 2004 of $3,720.
The change largely reflects a benefit of $100,000 resulting from a decrease in
that amount in the reserve for commitments, contingencies and claims, as well
benefit of $253,634 resulting from the discontinued operations of IFR in fiscal
2005 as compared to a similar benefit from discontinued operations of $106,330
in fiscal 2004.

         Net cash used by investing activities was $138,154, for fiscal 2005, as
compared to net cash used by investing activities of $25,203 for fiscal 2004.
The increase in cash used in investing activities resulted from the acquisition
of a majority interest in the voting securities of CTD Holdings in fiscal 2005.
Net cash used by financing activities for fiscal 2005 was $110,692, compared to
net cash provided by financing activities of $9,272 in fiscal 2004. The change
primarily reflects the effect of the discontinuing of the operations of IFR.

         At October 31, 2005, we had a working capital deficit of $214,305 and
an accumulated deficit of $15,254,011. The report from of our independent
auditor on our audited financial statements at October 31, 2005 contains a going
concern modification. To date, the development of new business lines has been
funded through a combination of our internal working capital, an operating lease
and loans from Yucatan Holding Company, our principal stockholder. We will,
however, need additional capital for further expansion of our Industrial Holding
division or to develop new lines of business. Other than our internal working
capital, operating leases and loans from Yucatan Holding Company, we do not
presently have any source of additional capital. In addition, while we believe
Yucatan Holding Company will continue to provide us with interim capital, it is
under no firm obligation to do so. While the capital markets have become more
liquid to large companies in the past year, it has been very difficult for small
companies to raise working capital in the past few years, and we cannot
anticipate if the funding environment in the U.S. or abroad will improve during
2006 and beyond. Accordingly, we cannot offer any assurances that if we should
need additional capital that it will be available to us on terms and conditions
which are reasonably acceptable, if at all. If we are unable to increase
revenues in our Industrial Holding division or raise working capital when needed
to fund its expansion or the development of new lines of business, our results
of operation and liquidity may adversely impacted in future periods.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The SEC's Financial Reporting Release No. 60, "Cautionary Advice
Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggests
companies provide additional disclosure and commentary on those accounting
policies considered most critical. A critical accounting policy is one that is
both very important to the portrayal of our financial condition and results, and
requires management's most difficult, subjective or complex judgments.
Typically, the circumstances that make these judgments difficult, subjective
and/or complex have to do with the need to make estimates about the effect of
matters that are inherently uncertain. We believe the accounting policies below
represent our critical accounting policies as contemplated by FRR 60.

                                       15
<PAGE>

         Allowances for refunds and product returns. We may grant our customers
the right to return products that they do not find satisfactory. Upon sale, we
evaluate the need to record a provision for product returns based on our
historical experience, economic trends and changes in customer demand.

         Allowances for doubtful accounts receivable. We maintain allowances for
doubtful accounts to cover uncollectible accounts receivable, and we evaluate
our accounts receivable to determine if they will ultimately be collected. This
evaluation includes significant judgments and estimates, including an analysis
of receivables aging and a customer-by-customer review for large accounts. If,
for example, the financial condition of our customers deteriorates resulting in
an impairment of their ability to pay, additional allowances may be required.

         Provisions for inventory obsolescence. We may need to record a
provision for estimated obsolescence of inventory. Our estimates would consider
the cost of inventory, the estimated market value and our historical experience.
If there are changes to these estimates, provisions for inventory obsolescence
may be necessary.

         Value of long-lived assets. We capitalize and amortize the costs
incurred in the acquisition of capital equipment. We also carry other long-lived
assets on our balance sheet. We evaluate the carrying values of such assets and
may be required to reduce the value in the event we determine if the value is
impaired from the current carrying among.

         The Financial Accounting Standards Board ("FASB") has issued several
new standards, which have implementation dates subsequent to the Company's
year-end. Management does not believe that any of these new standards will have
a material impact on the Company's financial position, results of operations or
cash flows.

OBLIGATIONS AND COMMITMENTS

         The following table reflects our obligation to make future payments
under contractual obligations and other commercial commitments as of October 31,
2005. This table does not include trade payables and other operating expenses
not subject to written commitments such as salaries.


                  Payments Due By Period as of October 31, 2006

                                                    Less Than
                        Total          1 Year       1-3 Years       4-5 Years
   __________________________________________________________________________

   Facility lease      $234,000       $78,000       $156,000           $0


ITEM 7.  FINANCIAL STATEMENTS

         The financial statements required by this report are included,
commencing on page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         On or about January 7, 2006, Webb & Company, our principal independent
accountant resigned citing timing and financial considerations. None of the
reports of Webb & Company, on the Company's financial statements for either of
the past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the report for the fiscal years
ended October 31, 2003, and October 31, 2004 did contain a going concern
paragraph.

                                       16
<PAGE>

         There were no disagreements between the Company and Webb & Company on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Webb & Company, would have caused them to make reference to the
subject matter of the disagreement in connection with its report.

         In accordance with the requirements of Item 304 of Regulation S-B of
the Securities Act of 1933, we provided Webb & Company with a copy of Item 4.01
of our Report on Form 8-K as filed on January 7, 2006. On February 27, 2006 they
subsequently furnished us with a letter addressed to the SEC stating that such
firm agreed with the statements made by us in that Report. A copy of such letter
was filed as an exhibit to our Amended Report on Form 8-K filed on March 1,
2006.

         On January 31, 2006, the Company engaged Baumann, Raymondo & Company,
PA as its new independent registered public accounting firm. The Company has not
consulted with Baumann, Raymondo & Company, PA during the fiscal year ended
October 31, 2005 and through January 31, 2006, on either the application of
accounting principles or type of opinion Baumann, Raymondo & Company, PA might
issue on the Company's financial statements. The engagement of Baumann, Raymondo
& Company, PA was approved by our Board of Directors.

         On November 24, 2003 we notified Dempsey Vantrease & Follis PLLC, our
then principal independent accountant, that we were terminating their services.
Our decision to terminate their services was based upon their notification to us
subsequent to October 31, 2003 that such firm had decided not to register with
the Public Company Accounting Oversight Board. The report of Dempsey Vantrease &
Follis PLLC on our financial statements for the fiscal year ended October 31,
2002 contained an explanatory paragraph as to our ability to continue as a going
concern. Other than such going concern modification, such report did not contain
an adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope, or accounting principles. There were no disagreements
between our company and Dempsey Vantrease & Follis PLLC on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to Dempsey Vantrease & Follis PLLC's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report.

         In accordance with the requirements of Item 304 of Regulation S-B of
the Securities Act of 1933, we provided Dempsey Vantrease & Follis PLLC with a
copy of Item 4 of our Report on Form 8-K as filed on November 25, 2003 and they
furnished us a letter addressed to the SEC stating that such firm agreed with
the statements made by us in that Report. A copy of such letter was filed as an
exhibit to our Report on Form 8-K filed on November 25, 2003.

         On January 21, 2004 we engaged Webb & Company, P.A. to act as our
principal independent accountant. Prior to such engagement, during the two most
recent fiscal years and any subsequent interim period prior to engaging Webb &
Company, P.A. we did not consult with such firm regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements.
The change in our principal independent accountants was approved by our board of
directors.

                                       17
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of the end of the period covered by the annual report, being October 31,
2005, we have carried out an evaluation of the effectiveness of the design and
operation of our company's disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our
company's management, including our company's President. Based upon that
evaluation, our company's President concluded that our company's disclosure
controls and procedures are effective. There has been no significant changes in
our company's internal controls or in other factors, which could significantly
affect internal control subsequent to the date we carried out our evaluation.

         Disclosure controls and procedures and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to management
including our President as appropriate, to allow timely decisions regarding
required disclosure.


ITEM 8B. OTHER INFORMATION

         None

                                       18
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The following individuals are our executive officers and directors:


              Name                 Age                 Position
              ----                 ---                 --------
         Barry A. Rothman           51          President and secretary
         Jayme Dorrough             37          Director


         BARRY A. ROTHMAN. Mr. Rothman has been our president and secretary
since September 25, 2002. Since January 2001, Mr. Rothman has also served as
vice president of Onstream Media Corporation (Nasdaq: ONSM), online service
provider of live and on-demand, digital media communications and applications.
From February 1992 to May 1996 he was vice president of Greenstone Roberts
Advertising. Mr. Rothman received a B.A. from Union College.

         JAYME DORROUGH. Mrs. Dorrough has been a member of our board of
directors since September 24, 2002. Since 1994 Mrs. Dorrough has been president
and the principal of Yucatan Holding Company, a privately-held investment
company with interests in various companies. Mrs. Dorrough has been a member of
the board of directors of Techlabs, Inc. (OTCBB: TELA) since December 2000, and
has served as its president and secretary since February 2001. Yucatan Holding
Company is our principal stockholder.

         There are no family relationship between any of the executive officers
and directors. Each director is elected at our annual meeting of stockholders
and holds office until the next annual meeting of stockholders, or until his
successor is elected and qualified. There are no committees of our board of
directors.

Key Employees

INDUSTRIAL HOLDING

         Lester Gann. Mr. Gann, 59, has been President of Industrial Holding
since May 2003. Mr. Gann founded IFR in 1979 and has served as its President and
a director continuously since the date of formation. Mr. Gann has approximately
35 years experience in tool and machinery design and power transmission
equipment and has received extensive training from various manufacturers and
distributors of the foregoing equipment. Mr. Gann is responsible for all
day-to-day operations of the Industrial Holding division. Upon completion of the
divestiture of IFR, Mr. Gann will relinquish all duties with respect to Eline
and Industrial Holding.

CTD HOLDINGS, INC.

         C.E. Rick Strattan, President, CEO and Director since its 1990. Mr.
Strattan served as treasurer of the Company from August, 1990, to May, 1995.
From November 1987 through July 1992, Mr. Strattan was with Pharmatec, Inc.,
where he served as Director of Marketing and Business Development for CDs. Mr.
Strattan was responsible for CD sales and related business development efforts.
From November, 1985 through May, 1987, Mr. Strattan served as Chief Technical
Officer for Boots-Celltech Diagnostics, Inc. He also served as Product Sales
Manager for American Bio-Science Laboratories, a Division of American Hospital
Supply Corporation. Mr. Strattan is a graduate of the University of Florida
receiving a B.S. degree in chemistry and mathematics, and has also received an
MS degree in Pharmacology, and an MBA degree in Marketing/Computer Information
Sciences, from the same institution. Mr. Strattan has written and published
numerous articles and a book chapter on the subject of Cyclodextrins.

                                       19
<PAGE>

         George L. Fails, Operations Manager CTD, Inc. since 2000. Mr. Fails
currently serves as Operations Manager for CTD, Inc. Prior to joining the
Company, Mr. Fails served as a Detective Sergeant with the Veterans
Administration Hospital in Gainesville, Florida, with special duties as a
Predator Officer with the US Marshall's Service. From 1965 until his retirement
in 1986, Mr. Fails served with the US Army Special Forces, including several
tours in Vietnam, Salvador, and Angola. Mr. Fails also served two years with a
United States intelligence arm. Mr. Fails received his BA from the University of
the Philippines, and has also received degrees from 43 Military schools, as well
as the Federal police Academy in Little Rock, Arkansas.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934
("Exchange Act") during the fiscal year ended October 31, 2005, we are not aware
of any person that failed to file on a timely basis, as disclosed in the
aforementioned Forms, reports required by Section 16(a) of the Exchange Act
during the fiscal year ended October 31, 2005.

Code of Ethics

         Effective December 31, 2003, our board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, our company's
President, as well as persons performing similar functions. As adopted, our Code
of Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:

      *  honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships;

      *  full, fair, accurate, timely, and understandable disclosure in reports
         and documents that we file with, or submit to, the Securities and
         Exchange Commission and in other public communications made by us;

      *  compliance with applicable governmental laws, rules and regulations;

      *  the prompt internal reporting of violations of the Code of Business
         Conduct and Ethics to an appropriate person or persons identified in
         the Code of Business Conduct and Ethics; and

      *  accountability for adherence to the Code of Business Conduct and
         Ethics.

         Our Code of Business Conduct and Ethics requires, among other things,
that all of our company's personnel shall be accorded full access to our
President with respect to any matter that may arise relating to the Code of
Business Conduct and Ethics. Further, all of our company's personnel are to be
accorded full access to our company's board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
President.

                                       20
<PAGE>

         In addition, our Code of Business Conduct and Ethics emphasizes that
all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our company's President. If
the incident involves an alleged breach of the Code of Business Conduct and
Ethics by the President, the incident must be reported to any member of our
board of directors. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our company's Code of
Business Conduct and Ethics by another.

         Our Code of Business Conduct and Ethics is filed herewith with the
Securities and Exchange Commission as Exhibit 14 to this report. We will provide
a copy of the Code of Business Conduct and Ethics to any person without charge,
upon request. Requests can be sent to: Eline Entertainment Group, Inc., 8905
Kingston Pike, Suite 313, Knoxville, Tennessee 37923.

Audit Committee Financial Expert

         The Board has determined that Mrs. Dorrough is not an audit committee
financial expert as defined by Item 401(e)(2) of Regulation S-B of the
Securities exchange Act of 1934.

Director Independence

         The Board has determined that Mrs. Dorrough is not independent within
the NASDAQ Stock Market's director independence rules.


ITEM 10. EXECUTIVE COMPENSATION

         SUMMARY COMPENSATION TABLE

         The table below sets forth information relating to the compensation
paid by us during the past three fiscal years to: (i) the president and Chief
Executive Officer; and (ii) each other executive officer who earned more than
$100,000 during last three completed fiscal years (the "Named Executive
Officers").
<TABLE>
<CAPTION>
                                      Annual                                  Long-Term
                                   Compensation                              Compensation
                       --------------------------------------   --------------------------------------
                                                                Restricted   Securities
                                                 Other Annual     Stock      Underlying       All
Name and Principal     Fiscal   Salary   Bonus   Compensation     Awards      Options        Other
Position                Year      ($)     ($)        ($)            ($)        SAR (#)    Compensation
------------------     ------   ------   -----   ------------   ----------   ----------   ------------
<S>                     <C>     <C>       <C>       <C>             <C>          <C>           <C>
Barry A. Rothman        2005    $  (1)    $0        $0              $0           0             $0
                        2004    $  (1)    $0        $30,150         $0           0             $0
                        2003    $  (1)    $0        $0              $0           0             $0
</TABLE>
__________

(1) Mr. Rothman has served as our president since September 25, 2002. While we
do not pay Mr. Rothman a salary, we have recognized an expense of $12,000 for
fiscal 2003 and $1,742 for the period of September 25, 2002 though October 31,
2002, which we believe equals the fair value of his services during this period.
In April 2004 we issued Mr. Rothman 6,000 shares of our common stock, valued at
$30,150, as compensation for his services for fiscal 2004.

                                       21
<PAGE>

STOCK OPTIONS

         There were no stock options or stock appreciated rights granted to the
named executive officers in the fiscal year ended October 31, 2005.

         There were no stock options exercised by the named executive officers
during the fiscal year ended October 31, 2005. There were no stock options or
stock appreciation rights held or exercised by the named executive officers
during the fiscal year ended October 31, 2005.

DIRECTOR COMPENSATION

         We do not pay directors for attending meeting of the Board of
Directors.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         As of January 31, 2005, there were 3,274,295 shares of our common
stock, 250,000 shares of our Class A Convertible Preferred Stock, and 0 shares
of our Class B Convertible Preferred Stock issued and outstanding. These three
classes of securities represent all of our voting securities. Each share of
common stock is entitled to one vote, and each share of Class A and Class B
Convertible Preferred Stock is entitled to 500 votes, on all matters submitted
to our stockholders for a vote, and both classes of these securities vote
together as one class. The following table contains information regarding record
ownership of our voting securities as of January 15, 2005 held by:

      *  persons who own beneficially more than 5% of our outstanding voting
         securities,

      *  our directors,

      *  named executive officers, and

      *  all of our directors and officers as a group.

         A person is deemed to be the beneficial owner of securities that can be
acquired by such a person within 60 days from January 15, 2005, upon exercise of
options, warrants or convertible securities. Each beneficial owner's percentage
ownership is determined by assuming that options, warrants and convertible
securities that are held by such a person (but not those held by any other
person) and are exercisable within 60 days from that date have been exercised.
Unless otherwise indicated, the address of each of the listed beneficial owners
identified is 8905 Kingston Pike, Suite 313, Knoxville, TN 37923.

                                       22
<PAGE>
<TABLE>
<CAPTION>
Title of        Name of                    Amount and Nature of     Percentage        Percent of
Class           Beneficial Owner           Beneficial Ownership      of Class      Voting Control (1)
--------        ----------------           --------------------     ----------     ------------------
<S>             <C>                               <C>                  <C>                 <C>
Common Stock

                Jayme Dorrough (2) ........        84,131               2.6%               99%
                Barry A. Rothman ..........             0                -                  -
                All executive officers
                  and directors as a
                  group (two persons)(2)...        84,131               2.6%               99%

Class A Convertible Preferred Stock

                Jayme Dorrough (2) ........       250,000               100%               99%
                Barry A. Rothman ..........             0                -                  -
                All executive officers
                  and directors as a
                  group (two persons)(2) ..       250,000               100%               99%
                Yucatan Holding
                  Company(2) ..............       250,000               100%               99%

Class B Convertible Preferred Stock

                Jayme Dorrough (2) ........             0                 0%               99%
                Barry A. Rothman ..........             0                -                  -
                All executive officers
                  and directors as a
                  group (two persons)(2) ..             0                 0%               99%
                Yucatan Holding
                  Company(2) ..............             0                 0%               99%
</TABLE>
_________

*   represents less than 1%

(1) Percentage of Voting Control is based upon the number of issued and
    outstanding shares of our common stock and shares of our Class B Convertible
    Preferred Stock at January 15, 2005. At January 15, 2005 the holders of our
    outstanding shares of common stock and Class A Convertible Preferred Stock
    were entitled to an aggregate of 125,084,131 votes at any meeting of our
    stockholders, which includes 84,131 votes attributable to the outstanding
    shares of common stock and 125,000,000 votes attributable to the outstanding
    shares of Class A Convertible Preferred Stock.

(2) Mrs. Dorrough, our sole director, is the sole officer and director of
    Yucatan Holding Company. All shares of Series A Convertible Preferred Stock
    owned by Mrs. Dorrough are owned of record by Yucatan Holding Company.

                                       23
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         From time to time Yucatan Holding Company, the Company's principal
shareholder, has advanced funds for working capital. At October 31, 2005, the
Company owed Yucatan Holding Company $75,861. The Company will repay this amount
as its working capital permits.

         At October 31, 2005 the Company owed Mr. Lester Gann, a related party,
an aggregate of $1,108,378, which included $304,000 of accrued payroll and
$153,558 of interest and $650,820 in long-term notes payable. These amounts are
included in liabilities related to assets held for sale.

         During the year ended October 31, 2005, various entities owned by the
president of Storm Depot International Corp. made advances totaling $33,619 to
the Company under an oral agreement. These advances are non-interest bearing,
unsecured and due on a demand basis.

         At October 31, 2005 the Company owed the president of CTD Holdings,
Inc. $3,467. The loan is unsecured and accrues interest at 4.17% and is due on
demand.

         Included in sales for Storm Depot International Corp. is $543,516 in
sales to Storm Depot Sales and Installation, which is a related party. Also
included in accounts receivable is $475,274 due from Storm Depot Sales and
Installation. Included in accounts payable is $227,906 due to Storm Depot Sales
and Installation.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3(i)     Articles of Incorporation (1) 3(ii) Certificate of Designation (2)

3(ii)    Articles of Amendment to the Articles of Incorporation (3) 3(iv)
         Articles of Amendment to the Articles of Incorporation (7)

3(iii)   By-Laws (1)

4(i)     Plan and Agreement of Merger (4) 10(i) Stock Purchase and Redemption
         Agreement (2) 10(ii) 2003 Stock Option and Equity Compensation Plan (9)

10(iii)  Share Exchange Agreement dated as of May 27, 2003 by and between the
         registrant, Industrial Holding Group, Inc., Industrial Fabrication &
         Repair, Inc. and Lester E. Gann (8)

10(iv)   Security Agreement and Secured Promissory Note (9)

10 (v)   Share Exchange Agreement dated August 11, 2005, by and between
         registrant, CTD Holdings, Inc. and Rick Strattan, as well as subsequent
         amendment thereto dated September 16, 2005. (11)

14       Code of Ethics (10)

16(iv)   Letter from Dempsey Vantrease & Follis PLLC regarding change in
         certifying accountants (6)

16(v)    Letter from Webb & Company PA regarding change in certifying
         accountants (5)

31.1     Rule 13a-14a/5d-14(a) Certificate of Chief Executive and Financial
         Officer

32.1     Section 1350 Certificate of Chief Executive and Financial Officer

                                       24
<PAGE>

Incorporation by reference notes:

(1)  Incorporated by reference to the registrant's registration statement on
     Form 10-SB, file number 000-30451, as filed with the SEC on April 25, 2002.

(2)  Incorporated by reference to the registrant's Report on Form 8-K as filed
     with the SEC on October 3, 2002.

(3)  Incorporated by reference to the registrant's preliminary Information
     Statement on Schedule 14C as filed with the SEC on October 8, 2002.

(4)  Incorporated by reference to the registrant's Report on Form 8-K as filed
     with the SEC on August 21, 2000.

(5)  Incorporated by reference to the registrant's Report on Form 8-K as filed
     with the SEC on March 2, 2006.

(6)  Incorporated by reference to the registrant's Report on Form 8-K as filed
     with the SEC on November 25, 2003.

(7)  Incorporated by reference to the registrant's Annual Report on Form 10-KSB
     for the fiscal year ended October 31, 2002 as filed with the SEC on
     February 13, 2003.

(8)  Incorporated by reference to the registration's registration statement on
     Form S-8, SEC file number 333-104931, as filed with the SEC on May 2, 2003.

(9)  Incorporated by reference to the registrant's Report on Form 8-K/A as filed
     with the SEC on May 27, 2003.

(10) Incorporated by reference to the registrant's Annual Report on Form 10-KSB
     for the fiscal year ended October 31, 2002 as filed with the SEC on
     February 13, 2004.

(11) Incorporated by reference to the registrant's Reports on Form 8-K as filed
     with the SEC on August 18, 2005 and September 27, 2005.

(b) Reports on Form 8-K

(1)  Current report, items 2.02 and 9.01                2004-10-28     000-26233
(2)  Current report, items 1.01, 3.02, 5.03 and 8.01    2005-02-23     000-26233
(3)  Current report, items 7.01 and 9.01                2005-05-24     000-26233
(4)  Current report, items 7.01 and 9.01                2005-05-31     000-26233
(5)  Current report, items 7.01 and 9.01                2005-06-16     000-26233
(6)  Current report, items 2.02 and 9.01                2005-07-08     000-26233
(7)  Current report, items 7.01 and 9.01                2005-07-15     000-26233
(8)  Current report, items 1.01, 7.01 and 9.01          2008-08-18     000-26233
(9)  Current report, items 1.01 and 9.01                2005-09-27     000-26233
(10) Current report, items 4.01                         2006-01-12     000-26233
(11) Current report (amend), items 4.01                 2006-01-17     000-26233
(12) Current report (amend), items 4.01 and 9.01        2006-01-31     000-26233
(13) Current report (amend), items 4.01                 2006-02-23     000-26233
(14) Current report (amend), items 4.01 and 9.01        2006-03-02     000-26233
(15) Current report, items 1.01 and 9.01                2006-03-10     000-26233


                                       25
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         Webb & Company audited the Company's financial statements for the
fiscal years ended October 31, 2004. Baumann, Raymondo & Company, PA, audited
the Company's financial statements for the fiscal year ended October 31, 2005.

         Fees related to services performed by such firms in fiscal 2005 and
2004 were as follows

                                      2005             2004
                                    --------         --------
         Audit Fees (1)             $ 26,000         $ 26,500
         Audit-Related Fees                0                0
         Tax Fees (2)                      0                0
         All Other Fees                    0                0
                                    --------         --------

         Total                      $ 26,000         $ 26,500
         _________

         (1) Audit fees represent fees for professional services provided in
         connection with the audit of our financial statements and review of our
         quarterly financial statements.

         (2) Tax fees principally included tax advice, tax planning and tax
         return preparation.

         The Board of Directors has reviewed and discussed with the Company's
management and Baumann, Raymondo & Company, PA the audited financial statements
of the Company contained in the Company's Annual Report on Form 10-KSB for the
Company's 2005 fiscal year. The Board has also discussed with Baumann, Raymondo
& Company, PA the matters required to be discussed pursuant to SAS No. 61
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's financial statements.

         The Board has received and reviewed the written disclosures and the
letter from Baumann, Raymondo & Company, PA required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with Baumann, Raymondo & Company, PA its independence from the
Company.

         The Board has considered whether the provision of services other than
audit services is compatible with maintaining auditor independence.

         Based on the review and discussions referred to above, the Board
approved the inclusion of the audited financial statements be included in the
Company's Annual Report on Form 10-KSB for its 2005 fiscal year for filing with
the SEC.

Audit Committee's Pre-Approval Policies

         The Board's policy is now to pre-approve all audit services and all
permitted non-audit services (including the fees and terms thereof) to be
provided by the Company's independent auditor; provided, however, pre-approval
requirements for non-audit services are not required if all such services (1) do
not aggregate to more than five percent of total revenues paid by the Company to
its accountant in the fiscal year when services are provided; (2) were not
recognized as non-audit services at the time of the engagement; and (3) are
promptly brought to the attention of the Board and approved prior to the
completion of the audit.

         The Board pre-approved all of Baumann, Raymondo & Company, PA 's fees
described above.

                                       26
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned and duly authorized.


Dated:   May 12, 2006                   Eline Entertainment Group, Inc.


                                        By: /s/ Barry A. Rothman
                                            --------------------
                                            Barry A. Rothman
                                            President, principal executive and
                                            principal accounting officer




         In accordance with the Exchange Act, this report has been signed by the
following persons in the capacities and on the dates indicated.


     SIGNATURE                        TITLE                         DATE


/s/ Barry A. Rothman                President                   May 12, 2006
--------------------
Barry A. Rothman


/s/ Jayme Dorrough                  Director                    May 12, 2006
------------------
Jayme Dorrough



                                       27
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To the Board of Directors and Stockholders
Eline Entertainment Group, Inc.
Knoxville, Tennessee

We have audited the accompanying consolidated balance sheet of Eline
Enterainment Group, Inc. and subsidiaries as of October 31, 2005, and the
related consolidated statements of operations, cash flows and stockholders'
equity for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The consolidated
financial statements of Eline Entertainment Group, Inc. and subsidiaries for the
year ended October 31, 2004 were audited by other auditors whose report, dated
February 7, 2005, on those financial statements included an explanatory
paragraph that expressed substantial doubt about the Company's ability to
continue as a going concern.

We conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the consolidated financial position of Eline Entertainment
Group, Inc. and subsidiaries at October 31, 2005 and the consolidated results of
its operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has experienced losses
from operations, has a working capital deficit, an accumulated deficit and a
deficit in stockholders' equity. This raises substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


/s/ Baumann, Raymondo & Company PA
BAUMANN, RAYMONDO & COMPANY PA
Tampa, Florida
April 26, 2006

                                       F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To the Board of Directors of:
Eline Entertainment Group, Inc.

We have audited the accompanying consolidated statements of operations, changes
in stockholders' deficiency and cash flows for the years ended October 31, 2004
and 2003 of Eline Entertainment Group, Inc. and subsidiaries for the year ended
October 31, 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements of Eline Entertainment Group, Inc. and
subsidiaries referred to above present fairly in all material respects, the
consolidated results of its operations and its cash flows for the year ended
October 31, 2004 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1(B) to
the consolidated financial statements, the Company has a loss from operations of
$1,147,611 and a stockholders' deficiency of $15,300,869. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning this matter are also described in Note 1(B). The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


WEBB & COMPANY, P.A.
Certified Public Accountants

February 7, 2005

                                       F-2
<PAGE>

                Eline Entertainment Group, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                October 31, 2005

ASSETS
Current Asset
  Cash and cash equivalents ..................................     $     32,645
  Certificate of deposit .....................................          131,381
  Accounts receivable, net of allowance for doubtful accounts           554,658
  Inventories, net ...........................................          100,470
  Investment due from related party ..........................           25,000
  Assets held for sale .......................................        1,769,647
                                                                   ------------

      Total current assets ...................................        2,613,801

Property, equipment and leasehold improvements, net ..........          430,606

Other assets
  Intangibles, net ...........................................           11,872
  Sports memorabilia collection ..............................           50,402
                                                                   ------------

                                                                   $  3,106,681
                                                                   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
  Trade accounts payable .....................................     $    616,215
  Accrued expenses ...........................................           28,873
  Due to related parties .....................................            9,861
  Reserve for commitments, contingencies and claims ..........          399,057
  Current maturities of long-term debt .......................            9,649
  Liabilities related to assets held for sale ................        1,764,451
                                                                   ------------

      Total Current Liabilities ..............................        2,828,106

Note payable - related party .................................                0
Long-term debt, less current portion .........................          148,745
                                                                   ------------

      Total Liabilities ......................................        2,976,851

Minority Interest in Subsidiary ..............................          234,789

STOCKHOLDERS' DEFICIENCY
  Preferred stock, $.001 par value; 5,000,000 shares
    authorized; 250,000 Shares Series A Convertible Preferred
    issued and outstanding ...................................              250
  Preferred stock, $.001 par value; 5,000,000 shares
    authorized; 0 Shares Series B Convertible Preferred issued
    and outstanding ..........................................                -
  Common stock, $.001 par value; 90,000,000 shares authorized,
    3,074,295 issued and outstanding .........................            3,074
  Additional paid-in capital .................................       15,183,228
  Deferred consulting fees ...................................          (37,500)
  Accumulated deficit ........................................      (15,254,011)
                                                                   ------------

      Total Stockholders' Deficiency .........................         (104,959)
                                                                   ------------
                                                                   $  3,106,681
                                                                   ============

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

                                       F-3
<PAGE>

                Eline Entertainment Group, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                  For the years ended October 31, 2005 and 2004

                                                        2005           2004
                                                    ------------   ------------

Revenues .........................................  $  1,014,996   $          -

Cost of goods sold ...............................       705,231              -
                                                    ------------   ------------

Gross profit .....................................       309,765              -

Operating expenses
  General and administrative .....................       350,697         20,317
  Stock compensation expense .....................             -        676,200
  Reserve for commitments contingencies and claims      (100,000)       300,000
                                                    ------------   ------------

Total operating expenses .........................       250,697        996,517
                                                    ------------   ------------

Income (loss) from continuing operations .........        59,068       (996,517)

Other income (expense)
  Other (expense) ................................       (37,380)             -
  Interest expense ...............................        (3,878)             -
                                                    ------------   ------------

                                                         (41,258)             -
                                                    ------------   ------------

Income (loss) from operations before minority
  interest and discontinued operations ...........        17,810       (996,517)

Loss in subsidiary attributed to minority interest       157,898         30,808
                                                    ------------   ------------

Income (loss) from operations ....................       175,708       (965,709)

Income (loss) on discontinued operations .........      (128,850)      (181,902)
                                                    ------------   ------------

Net Income (loss) ................................  $     46,858   $ (1,147,611)
                                                    ============   ============

Net income (loss) per share basic and fully
  diluted from continuing operations .............  $       0.04   $      (0.08)

Net income (loss) per share basic and fully
  diluted from discontinued operations ...........         (0.04)         (0.02)
                                                    ------------   ------------

                                                    $      (0.00)  $      (0.10)
                                                    ============   ============
Basic and fully diluted weighted average shares
  outstanding ....................................     2,874,295     11,529,287
                                                    ============   ============

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

                                       F-4
<PAGE>
<TABLE>
                            Eline Entertainment Group, Inc. and Subsidiaries
                           Statements of Changes in Stockholders' Deficiency
                             For the Years Ending October 31, 2005 and 2004

<CAPTION>
                                 Preferred Stock         Preferred Stock             Common Stock
                                -----------------       -----------------       ----------------------
                                     Class A                 Class B
                                 Shares    Amount        Shares    Amount          Shares      Amount
                                --------   ------       --------   ------       -----------   --------
<S>                             <C>         <C>         <C>         <C>         <C>           <C>
Balance, October 31, 2003 ..           -    $  -         180,000    $ 180        10,683,222   $ 10,684

Shares issued to vendor ....           -       -               -        -            78,573         78

Shares issued to consultants           -       -               -        -             2,500          2

Shares issued to consultants           -       -               -        -             6,000          6

Shares issued to consultants           -       -               -        -            15,000         15

Shares issued to consultants           -       -               -        -           789,000        789

Imputed salary .............           -       -               -        -                 -          -

Amortization of deferred
 compensation ..............           -       -               -        -                 -          -

Net Loss ...................           -       -               -        -                 -          -
                                --------    ----        --------    -----       -----------   --------

Balance, October 31, 2004 ..           -    $  -         180,000    $ 180        11,574,295   $ 11,574

Shares issued to related
 party - deferred comp .....           -       -               -        -           300,000        300

Share exchange .............     250,000     250        (180,000)    (180)       (9,000,000)    (9,000)


Amortization of deferred
 compensation ..............           -       -               -        -                 -          -

Net loss ...................           -       -               -        -                 -          -

Shares issued for acquistion           -       -               -        -           200,000        200
                                --------    ----        --------    -----       -----------   --------

Balance, October 31, 2005 ..     250,000    $250               0    $   0         3,074,295   $  3,074
                                ========    ====        ========    =====       ===========   ========
                                                                                            (continued)
               The accompanying notes are an integral part of these financial statements

                                                  F-5A
</TABLE>
<PAGE>
<TABLE>
                            Eline Entertainment Group, Inc. and Subsidiaries
                           Statements of Changes in Stockholders' Deficiency
                             For the Years Ending October 31, 2005 and 2004
                                              (continued)
<CAPTION>
                                                Unearned
                                Additional     Consulting
                                  Paid in       Fees and       Deferred     Accumulated
                                  Capital     Compensation   Compensation      Deficit        Total
                                -----------   ------------   ------------   ------------   -----------
<S>                             <C>                <C>         <C>          <C>            <C>
Balance, October 31, 2003 ..    $14,081,488        $-          $(80,000)    $(14,153,258)  $  (140,906)

Shares issued to vendor ....         54,922         -                 -                0        55,000

Shares issued to consultants          8,748         -                 -                0         8,750

Shares issued to consultants         40,194         -                 -                0        40,200

Shares issued to consultants         86,985         -                 -                0        87,000

Shares issued to consultants        459,461         -                 -                -       460,250

Imputed salary .............          3,000         -                 -                0         3,000

Amortization of deferred
 compensation ..............              -         -            80,000                0        80,000

Net Loss ...................              -         -                 -       (1,147,611)   (1,147,611)
                                -----------        --          --------     ------------   -----------

Balance, October 31, 2004 ..    $14,734,798        $0          $      0     $(15,300,869)  $  (554,317)

Shares issued to related
 party - deferred comp .....         89,700         -           (90,000)               -             0

Share exchange .............          8,930         -                 -                -             0


Amortization of deferred
 compensation ..............              -         -            52,500                -        52,500

Net loss ...................              -         -                 -           46,858        46,858

Shares issued for acquistion        349,800         -                 -                -       350,000
                                -----------        --          --------     ------------   -----------

Balance, October 31, 2005 ..    $15,183,228        $0          $(37,500)    $(15,254,011)  $  (104,959)
                                ===========        ==          ========     ============   ===========

               The accompanying notes are an integral part of these financial statements

                                                  F-5B
</TABLE>
<PAGE>
<TABLE>
                     Eline Entertainment Group, Inc. and Subsidiaries
                           Consolidated Statements of Cash Flows
                       For the years ended October 31, 2005 and 2004
<CAPTION>

                                                                   2005           2004
                                                                -----------   -----------
<S>                                                             <C>           <C>
Operating Activities:
  Net income (loss) ..........................................  $    46,858   $(1,147,611)
  Net income (loss) from discontinued operations .............     (128,850)     (181,902)
  Income (loss) from continuing operations ...................      127,379      (965,709)
  Adjustments to reconcile net income (loss) to net
   cash (used in) provided by operating activities:
    Stock issued for consulting fees and compensation ........       52,500       676,200
    Stock issued to terminate lease agreement ................            -        55,000
    Minority interest in loss of subsidiaries ................       37,943       (30,808)
    Imputed salary ...........................................            -         3,000
    Changes in operating assets and liabilities:
      Increase in accounts receivable ........................     (518,415)       17,701
      Increase in deposits ...................................            -        (1,500)
      Decrease (Increase) in inventory .......................      (45,885)      (29,741)
      Decrease in prepaid expenses ...........................            -        27,031
      Increase in accounts payable and accrued expenses ......      530,666        20,678
      Increase in due to related party .......................       27,905             -
      Reserve for commitments contingencies and claims .......     (100,000)      300,000
      Discontinued operations, net ...........................      253,634       106,330
                                                                -----------   -----------

        Net Cash (Used in) Provided by Operating Activities ..      283,735        (3,720)
                                                                -----------   -----------

Investing Activities:
  Discontinued operations, net ...............................            0       (25,203)
  Acquisition of business, net of cash acquired ..............     (138,154)            0
                                                                -----------   -----------

        Net Cash Used in Investing Activities ................     (138,154)      (25,203)
                                                                -----------   -----------

Financing Activities:
  Discontinued operations, net ...............................     (110,692)        9,272
                                                                -----------   -----------

        Net Cash Used in Financing Activities ................     (110,692)        9,272
                                                                -----------   -----------

Decrease in Cash and Cash Equivalents ........................       34,889       (19,651)

Cash, beginning of period ....................................      129,137       148,788
                                                                -----------   -----------

Cash, end of period ..........................................  $   164,026   $   129,137
                                                                ===========   ===========

         The accompanying notes are an integral part of these financial statements

                                            F-6
</TABLE>
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

NOTE 1  - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)      Nature of Operations

         Eline Entertainment Group, Inc. ("Eline") was incorporated in June 1997
under the laws of the State of Nevada originally under the name Rapid Retrieval
Systems, Inc. Eline was initially engaged in the development of comprehensive
processing, document retrieval, editing, integration and network support
services for small businesses and the general public.

         On May 27, 2003 Eline executed a Share Exchange Agreement with Lester
E. Gann, the sole shareholder of Industrial Fabrication & Repair, Inc., a
Tennessee corporation ("IFR") and Eline's then newly formed subsidiary,
Industrial Holding Group, Inc., a Florida corporation ("Industrial Holding").
Under the terms of the agreement on that date, Eline acquired 51% of the issued
and outstanding capital stock of IFR from Mr. Gann in exchange for 1 million
shares of Industrial Holding's common stock in a private transaction exempt from
registration under the Securities Act of 1933. The shares of Industrial Holding
common stock issued to Mr. Gann are convertible into shares of Eline's common
stock at such time and upon such terms and conditions as the parties may agree
to in the future.

         Prior to the acquisition of IFR, Mr. Gann had advanced IFR
approximately $1.1 million which is covered by a secured promissory note in the
principal amount of $2 million and collateralized by a security interest in all
of its assets (the "Gann Obligations"). The note bears interest at 7% per annum,
with interest only payments due quarterly. The principal and any accrued but
unpaid interest is due on January 1, 2008. The Gann Obligations continue to be
serviced by IFR after the closing of the transaction under the same payment
terms as were utilized prior to the transaction, and the security interest
remained in place pending repayment in full of the Gann Obligations. The share
exchange agreement also provided mechanisms for retirement of the Gann
Obligations under certain circumstances, including upon Mr. Gann's death or
disability, or the sale of IFR, which include a repayment of the Gann
Obligations and the return to the Company any capital that it has loaned IFR.
Mr. Gann, or his estate, will be entitled to a portion of the proceeds the
Company will receive upon the sale of IFR or its assets after repayment of these
amounts.

         In October 2005, Mr. Gann initiated negotiations with the Company to
dissolve the above mentioned share agreement and return all the Industrial
Holdings shares owned by Mr. Gann in exchange for the Industrial Fabrication
shares held by the Company. This transaction is expected to be completed by the
end of the second quarter of 2006.

         In June 2003 the Company formed 24/7 MRI, Inc. ("24/7 MRI"), a Florida
corporation which was formerly known as Imaging Holding Group, Inc. In June 2003
the Company also formed Okeechobee Imaging, Inc. ("Okeechobee Imaging"), a
Florida corporation originally known as Florida Health Care Imaging, Inc. 24/7
MRI is a wholly-owned subsidiary of Eline and Okeechobee Imaging is a
wholly-owned subsidiary of 24/7 MRI. Eline formed 24/7 MRI to explore
opportunities in the diagnostic imaging field. In April 2004 the Company
determined that the diagnostic imaging field was not an area in which the
Company would devote any additional time or resources and thus has exited this
line of business. The Company continues to explore additional avenues of
expanding its business and operations.

         On August 11, 2005, the Company purchased a controlling voting interest
in CTD Holdings, Inc. in exchange for 200,000 restricted shares of common stock.
CTD Holdings is engaged in the marketing and sale of cyclodextrins and related
products to food, pharmaceutical and other industries. The Company also provides
consulting services related to cyclodextrin technology.

                                       F-7
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

The purchase price was allocated as follows:

Value of shares issued:          $  350,000
Book Value of CTD:                  343,003
                                 ----------
Excess of Purchase Price:        $    6,997
                                 ==========

The excess of purchase price was allocated to the fixed assets.

(B)      Going Concern

         The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As shown in the
accompanying financial statements, the Company has an accumulated deficit of
$15,254,011 and working capital defict of $214,305 at October 31, 2005. The
Company believes that these matters raise substantial doubt about our ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments related to the recoverability and classification of
assets or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

         Although there are no assurances, the Company believes that with
additional capital and borrowings from its principal shareholder, it will be
able to continue as a going concern.

(C)      Basis of Consolidation

         The accompanying consolidated financial statements for the year ended
October 31, 2005 include the accounts of Eline and its wholly-owned subsidiaries
24/7 MRI and Storm Depot and its 51% majority owned subsidiaries Industrial
Holding and CTD Holdings. The Statement of operations for the year ended October
31, 2005, include CTD from the date of acquisition. All significant
inter-company accounts and transactions have been eliminated in consolidation.

(D)      Use of Estimates

         The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and, as
such, include amounts based on informed estimates and assumptions by management,
with consideration given to materiality. Actual results could vary from those
estimates.

(E)      Cash Equivalents

         For the purposes of reporting cash flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents.

(F)      Accounts Receivable

         Accounts receivable are stated at the amount management expects to
collect from outstanding balances. Based on management's assessment of the
credit history with customers having outstanding balances and current
relationships with them, it has concluded that realization losses on balances
outstanding at year-end will be immaterial.

                                       F-8
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

(G)      Property & Equipment

         Property and equipment are recorded at cost. Depreciation on property
and equipment is computed using primarily the straight-line method over the
estimated useful lives of the assets, which range from three to forty years. In
accordance with Statement of Financial Accounting Standards No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets", the Company periodically
reviews its long-lived assets to determine if the carrying value of assets may
not be recoverable. If an impairment is identified, the Company recognizes a
loss for the difference between the carrying amount and the estimated value of
the asset.

         Eline at times has cash in banks in excess of FDIC insurance limits and
places its temporary cash investments with high credit quality financial
institutions. At October 31, 2005, the Company had $31,381 in cash in excess of
FDIC insurance limits. The Company performs ongoing credit evaluations of our
customers' financial condition and does not require collateral from them.
Reserves for credit losses are maintained at levels considered adequate by
management. Revenue from one Industrial Fabrication & Repair customer
represented approximately 12% and 14% of the revenues for the years ended
October 31, 2005 and 2004. Revenue from three major CTD Holding's customers
represented approximately 58% of the revenue for the year ended October 31,
2005. Revenue from four major CTD Holding's customers represented approximately
62% of the revenue for the year ended October 31, 2005.The allowance for
uncollectible accounts was $140,202 at October 31, 2005 and 2004, respectively.

(H)      Revenue Recognition

         Storm Depot International generates revenues from the sale of its
hurricane protection products and recognizes revenues when the products are
shipped. CTD Holdings' revenues from product sales are recognized when the
following four revenue recognition criteria are met: persuasive evidence of an
arrangement exists, delivery has occurred or services have been rendered, the
selling price is fixed or determinable, and collectibility is reasonably
assured. Outbound shipping charges to customers are included in product sales.
Product sales and shipping revenues, net of discounts, returns and allowances
are recorded when the products are shipped and title passes to customers. Sales
to customers are made pursuant to our standard terms and conditions that
provides for transfer of both title and risk of loss upon our delivery to the
carrier, which is commonly referred to as "F.O.B. Shipping Point." Return
allowances are infrequent and are recorded when we become aware of the return.
Periodically, we provide incentive offers to our customers to encourage
purchases. Such offers are primarily percentage discounts off current purchases
for certain products we are promoting or for larger volume orders. Current
discount offers, when accepted by our customers, are treated as a reduction to
the purchase price of the related transaction. Current discount offers are
presented as a net amount included in product sales.

(I)      Inventories

         Inventories for Storm Depot International are valued at the lower of
cost or market. Cost is determined using the first-in, first-out (FIFO) method.
Provision for potentially obsolete inventory is made based on management's
analysis of inventory levels. Inventories for CTD Holdings, Inc. consists of
cyclodextrin products and chemical complexes purchased for resale and is also is
recorded at the lower of cost (first-in, first-out) or market.

(J)      Intangibles

         Intangible assets consist of loan costs and other intangibles recorded
at cost. Intangibles are amortized using the straight-line method over their
respective estimated useful lives.

                                       F-9
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

(K)      Sports Memorabilia Collection

         The sports memorabilia collection (Collection) was acquired from the
President and majority shareholder of CTD Holdings, Inc. in 2004 in exchange for
common stock of CTD Holdings, Inc. The collection consists principally of
baseball cards, but also includes a variety of other collectible sport
memorabilia. The collection was recorded at the cost basis of the President and
majority shareholder, which was less than the estimated fair value. The Company
records gains as the Collection is sold and cash is received, net of expenses.
The cost of the collection is expensed at 26.5% of gross proceeds from the sale
of the Collection. The 26.5% cost allocation is based on the recorded cost of
the Collection divided by the estimated fair value of the Collection. The
Company periodically reviews the fair value of the Collection for impairment. At
October 31, 2005, management determined the Collection was impaired based on its
difficulty in finding a buyer and recorded an impairment charge of $42,000.
Management believes the Company will be able to realize at least $50,000 from
the sale of the collection after selling expenses.

(L)      Advertising

         Advertising costs are charged to operations when incurred. During the
year ended October 31, 2005, $3,850 was spent on advertising.

(M)      Fair Value of Financial Instruments

         SFAS No. 107, "Disclosure About Fair Value of Financial Instruments,"
requires certain disclosures regarding the fair value of financial instruments.
Trade accounts receivable, accounts payable, and accrued liabilities are
reflected in the financial statements at fair value because of the short-term
maturity of the instruments.

(N)      Income Taxes

         The Company accounts for income taxes under SFAS No. 109, "Accounting
for Income Taxes". Under SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS No. 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

         At October 31, 2005, the Company had a consolidated net operating loss
carry forward of approximately $10,000,000 that will expire in fiscal 2024 and
2025.

(O)      Loss Per 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. For stock awarded under employment agreements (see Note 2), the
monthly stock award is treated as issued on the 15th day of each month earned
for purposes of computing the weighted average outstanding shares.

                                      F-10
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

(P)      Stock-Based Compensation

         In accordance with SFAS No. 123, the Company has elected to account for
stock options issued to employees under Accounting Principles Board Opinion No.
25 ("APB Opinion No. 25") and related interpretations. The Company accounts for
stock options issued to consultants and for other services in accordance with
SFAS No. 123.

(Q)      Reclassifications

         Certain amounts from prior periods have been reclassified to conform to
the current presentation, including reclassifying the assets, liabilities and
operations of discontinued operations in 2004.

(P)      New Accounting Pronouncements

         The Financial Accounting Standards Board ("FASB") has issued several
new standards, which have implementation dates subsequent to the Company's
year-end. Management does not believe that any of these new standards will have
a material impact on the Company's financial position, results of operations or
cash flows.

NOTE 2 - INVENTORIES

         Inventories consisted of the following:

         Cyclodextrin products for resale ............       $  54,585
         Hurricane panels and supplies ...............          45,885
                                                             ---------
                                                             $ 100,470
                                                             =========

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment as of October 31, 2005 consists of:

         Land ........................................       $  80,000
         Buildings and improvements ..................         351,483
         Machinery & equipment .......................          86,304
         Office furniture & equipment ................          54,980
                                                             ---------
                                                               572,767
         Less: accumulated depreciation ..............        (142,689)
                                                             ---------
                                                               430,078
         Construction in progress ....................             528
                                                             ---------
                                                             $ 430,606
                                                             =========

NOTE 4 - CONCENTRATIONS OF CREDIT RISK

         Significant concentrations of credit risk for all financial instruments
owned by the Company are as follows:

         (a) DEMAND AND CERTIFICATE OF DEPOSITS - The Company has demand and
certificate of deposits in financial institutions that are insured by the
Federal Deposit Insurance Corporation up to $100,000. At October 31, 2005, the
certificate of deposit bank balance was $131,381. The Company has no policy of
requiring collateral or other security to support its deposits.

                                      F-11
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

         (b) ACCOUNTS RECEIVABLE - CTD Holdings, Inc.'s accounts receivable
consist of amounts due primarily from food and pharmaceutical companies located
primarily in the United States. Two customers accounted for 45% of the accounts
receivable balance at October 31, 2005. The Company has no policy requiring
collateral or other security to support its accounts receivable. Storm Depot
International's accounts receivable consist of amounts due from sales of
hurricane protection products primarily in the Southern United States. A related
party accounted for 87% of the accounts receivable balance at October 31, 2005
for Storm Depot International.

         (c) INVESTMENT WITH RELATED PARTY- The Company has an agreement for
investment services with a nonprofit organization. The Company's president is
also the president of the nonprofit organization. The funds are invested by the
nonprofit in a money market account. The Company earns a proportional share of
the interest earned in the account. The Company has no policy of requiring
collateral on other security to support this amount.

NOTE 5 - RELATED PARTY TRANSACTIONS

         From time to time Yucatan Holding Company, the Company's principal
shareholder, has advanced funds for working capital. At October 31, 2005, the
Company owed Yucatan Holding Company $75,861. The Company will repay this amount
as its working capital permits.

         At October 31, 2005 the Company owed Mr. Lester Gann, a related party,
an aggregate of $1,108,378, which included $304,000 of accrued payroll and
$153,558 of interest and $650,820 in long-term notes payable. These amounts are
included in liabilities related to assets held for sale.

         During the year ended October 31, 2005, various entities owned by the
president of Storm Depot International Corp. made advances totaling $33,619 to
the Company under an oral agreement. These advances are non-interest bearing,
unsecured and due on a demand basis.

         At October 31, 2005 the Company owed the president of CTD Holdings,
Inc. $3,467. The loan is unsecured and accrues interest at 4.17% and is due on
demand.

         Included in sales for Storm Depot International Corp. is $543,516 in
sales to Storm Depot Sales and Installation, which is a related party. Also
included in accounts receivable is $475,274 due from Storm Depot Sales and
Installation. Included in accounts payable is $227,906 due to Storm Depot Sales
and Installation.

NOTE 6 - LONG-TERM DEBT

         Long term obligations consisted of the following:

         Mortgage note payable to bank, payments of
         $1,166 due monthly including principal and
         interest at 7.25%, collaterized by land and
         buildings ........................................   $ 147,196

         Note payable to finance company, payments of
         $288 due monthly including principal and
         interest at 6%, collaterized by vehicle ..........       7,731
                                                              ---------
                                                                154,927
         Less current maturities ..........................       6,182
                                                              ---------
                                                              $ 148,745
                                                              =========

                                      F-12
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

NOTE 7 - SEGMENT INFORMATION

         The Company has three reportable segments, CTD Holdings, Storm Depot
International. and Eline, which is the corporate parent and provides management
and administration for the subsidiary operations. Eline does not meet the
quantitative thresholds for a reportable segment and are therefore included in
the "Other" category. Also included in the "other" category are the discontinued
operations of our Industrial Holdings division. The accounting policies of the
segments are the same as described in the summary of significant accounting
policies. The Company evaluates segment performance based on income from
prospective operations. All intercompany transactions between segments have been
eliminated. As a result, the components of operating loss for one segment may
not be comparable to another segment. Segment results for the year ended October
31, 2005 follows:

                                    CTD        Storm
              2005                Holding      Depot      Other         Total
              ----               ---------   --------   ----------   ----------
Revenues ......................  $ 81,237    $933,759   $        -   $1,014,996
Income (loss) from operations .   (53,475)     71,646       40,897       59,068
Loss on discontinued operations         -           -     (128,850)    (128,850)
Other income (expense) ........   (41,287)         29            -      (41,258)
Net income (loss) .............         -      71,675      (24,817)      46,858
Depreciation ..................     6,000           -            -        6,000
Assets ........................   764,277     579,871    1,771,634    3,115,782
Capital expenditures ..........         -           -            -            -

During fiscal 2004, the Company had one reportable segment, Industrial Holding.

NOTE 7 - EQUITY ISSUANCES REPRESENTING NON-CASH EXPENSES

         The Company's authorized capital consists of 30,000,000 shares of
common stock, par value $0.001 per share, and 5,000,000 shares of Series A and
Series B preferred stock, par value $0.001 per share. The preferred stock is
issuable in such series and with such designations, rights and preferences as
the Company's Board of Directors may determine from time to time. In fiscal 2002
the Company designated 200,000 shares of its blank check preferred stock as
Series B Convertible Preferred Stock. In March 2005, the Company designated
250,000 shares of its blank check preferred stock as Series A Convertible
Preferred Stock. The designations, rights and preferences of the Series B and
Series A Convertible Preferred Stock provide:

         * the stated value of the shares is equal to par value,

         * in the case of a liquidation or winding up of the Company, the
holders of shares of Series B Convertible Preferred Stock are entitled to a
liquidation preference of $0.01 per share,

         * the shares are not redeemable by the Company without the consent of a
majority of the holders,

         * the shares are convertible into shares of the Company's common stock
at the Company's sole option based upon a conversion ratio to be determined by
the Company and the holder(s) at the time of conversion,

         * the shares vote together with the holders of the common stock on all
matters submitted to a vote of the Company's shareholders, which each share of
Series B Preferred Stock being entitled to 150 votes, and

         * so long as the shares are outstanding the Company cannot take certain
actions without the prior consent of the holders of the Series B Convertible
Preferred Stock.

                                      F-13
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

         During the year October 31, 2005, the company issued an aggregate of
300,000 shares of our common stock to consultants as compensation for services
to be rendered through March 2006. The company amortized $52,500 in deferred
consulting during the year ended October 31, 2005 leaving a deferred amount on
the balance sheet totaling $37,500 at October 31, 2005.

         On March 2, 2005, the Company's controlling shareholder exchanged
9,000,000 shares of common and 180,000 shares of Series B preferred stock held
by him for 250,000 shares of Series A preferred stock. The new series of
convertible preferred stock, Series A, is identical in rights, preferences,
privileges and restrictions to the Series B convertible preferred stock. The
share exchange resulted in an approximate 79% reduction of the Company's common
stock outstanding.

         On August 11, 2005, the Company entered into a Share Exchange Agreement
to acquire voting control of CTD Holdings, Inc. (OTCBB: CTDH), a Florida-based
company that sells cyclodextrins and provides consulting services in the area of
commercialization of cyclodextrins applications. Under the terms of the share
exchange agreement, Eline Entertainment acquired a controlling voting interest
in the voting securities of CTD Holdings, Inc. from its President and principal
shareholder, in exchange for 200,000 shares of restricted common stock valued at
$350,000.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

         On March 11, 2004 the Company announced that it had signed an agreement
in principal to form MRI Management & Leasing, a joint venture that will be
focused on leasing mobile MRI systems. Under the terms of the arrangement the
Company held a majority ownership of MRI Management & Leasing, which was to be
managed by A.M Services, LLC and Dirk Sichel, the then president of 24/7 MRI,
who together would also be its minority owners. The Company then proceeded with
the preparation of an operating agreement and circulated same to all parties,
including counsel for A.M. Services, LLC. In connection with this anticipated
joint venture, under separate agreement Okeechobee Imaging, Inc., the subsidiary
of 24/7 MRI which held the lease for the mobile MRI system which was to be used
in the joint venture, was to enter into a lease for that equipment with the
joint venture. On April 13, 2004 the Company notified both Mr. Sichel and Mr.
Anwar Mithavayani, the principal of A.M. Services, that as a result of the lapse
of time and the changes requested by counsel to A.M. Services to the operating
agreement that the Company had made a determination not to pursue the joint
venture. Contemporaneously the Company notified GE Healthcare Financial that
they were seeking their assistance in repositioning the MRI unit and terminating
the lease.

         On April 15, 2004, after an inspection visit to the location of the
mobile MRI unit the Company discovered that the unit was not at the location
specified by Mr. Sichel and Mr. Mithavayani; the Company reported the unit
stolen.

         On April 16, 2004 the 24/7 Open MRI subsidiary was served with a
lawsuit by Medserv, Inc., another company controlled by Mr. Mithavayani, styled
Medserv, Inc. v 24/7 Open MRI of Port St. Lucie, Inc., Eline Entertainment
Group, Inc. and GE Healthcare Financial Services, Inc., Case No. 04006295 in the
Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida.
In its complaint, as amended, the plaintiff alleges a lien on the MRI system
pursuant to terms of a maintenance agreement purportedly entered into by 24/7
Open MRI, and is seeking approximately $30,000. The Company has filed an Answer,
Affirmative Defenses and Counterclaim alleging conversion and tortuous
interference with contractual rights.

                                      F-14
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

         In August GE Healthcare Financial Services, Inc. filed an answer and
cross claim in which it has asserted breach of contract by Okeechobee Imaging
alleging that it defaulted under its lease agreement with GE Healthcare
Financial Services for the MRI unit, as well as a claim of tortuous interference
with a contract relationship between GE and Okeechobee Imaging by 24/7 Open MRI.
GE Healthcare Financial is asserting that Okeechobee Imaging is in default under
the lease for the equipment in the amount of approximately $200,000, and other
as yet unspecified damages.

         During the three months ended January 31, 2005, the Company received a
settlement offer from GE Healthcare Financial Services, Inc. approximating
$30,000 and reversed $100,000 of the litigation reserve leaving $100,000 in the
reserve to cover settlement costs and attorney's fees.

         In July 2004 the Company received an Order for Default Judgment in the
matter of Guardian Technology, Inc., a British Columbia corporation, versus
Eline Entertainment Group, Inc. formerly known as Eline Music.com, Inc., Case
No. 04-2-10345-2SEA in the Superior Court of the State of Washington in and for
the County of King. The plaintiff is alleging that Eline defaulted on a
promissory note purportedly issued on August 9, 2000 for services in the
principal amount of $100,000. This date of this purported note predates the
transaction in September 2002 in which Yucatan Holding Company acquired control
of Eline. The state court has granted a summary judgment in the amount of
$290,967.21, which represents a principal amount of $177,000, prejudgment
interest of $107,822.21, and attorney's fees and costs of $6,145. The Company is
unable to ascertain the difference in the principal amount of the purported note
and the principal amount as set forth in the judgment. The Company has
subsequently obtained from plaintiff's counsel a copy of the purported
promissory note, which such note reflects that ElineMusic.com, Inc., a Tennessee
corporation, not Eline, is the maker and the note is signed by Larry Paradise,
as president of the maker. ElineMusic.com, Inc. was an unaffiliated entity until
its merger into Eline in December 2000. Mr. Larry Paradise, the father of Mr.
Sonny Paradise, who served as the Company's president from June 2000 until
January 2001, has never been an officer or director of Eline. A review of the
records of our company prior to the change of control in September 2002 does not
reflect that Guardian Technology Inc. ever made any loans to Eline. The Company
has advised plaintiff's counsel of the dispute of both the ability of Mr. Larry
Paradise to bind the company as well as the validity of the obligation. As a
result of the foregoing, as well as the purported involvement of Mr. Larry
Paradise in the matter, The Company does not believe that the note is a valid
obligation of Eline. The Company has not accrued any interest on the summary
judgment, in that the Company believes that it has a valid claim against the
defendants as discussed below.

         As of October 31, 2005 the Company reserved approximately $400,000 for
legal fees and expenses related to the above aforementioned litigation and in
addition on October 29, 2004 filed a complaint in The United States District
Court For The Eastern District of Tennessee at Knoxville naming Larry Paradise,
Guardian Technology, Inc and Elio Guglielmi as defendants in a civil action
claiming fraud, conspiracy, and making false statements thereby damaging the
Company's financial interests. The Company seeks judgment against the defendants
in an amount not to exceed One Million Dollars. In June 2005, a representative
for the Company contacted Guardian Technology, Inc.'s legal counsel regarding
the litigation, such counsel refused to accept service of process on behalf of
his client.

         In June 2005, the Company received a letter from legal counsel
representing Dr. Nabil Yazgi, an individual who is asserting that he made a
number of substantial loans to Eline or its predecessors beginning in early 1998
and through July 2002, totaling at least $955,200, which he asserts Eline has
failed to repay. The Company believes that there is no merit to such assertions
and intends to vigorously defend itself in this matter.

                                      F-15
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

         In August 2005, the CTD Holdings, Inc. issued 1,000,000 shares of
common stock registered under Form S-8 to financial consultants and charged
expense in 2005 for $60,000, which equaled the fair value of the stock on the
date of the award. The Company also issued 500,000 shares of common stock
registered under Form S-8 to its President and majority shareholder and charged
expense in 2005 for $30,000, which equaled the fair value of the stock on the
date of the award.

         CTD Holdings, Inc. has employment agreements with two officers for
total monthly salaries of $4,900. In addition, the officers are awarded shares
of common stock each month. The number of shares due is equal to $6,000 divided
by eighty percent of the closing price of the Company's common stock 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 2005, the CTD Holdings, Inc. awarded
1,443,151 shares and recognized an expense of $92,000 for stock awarded under
these agreements.

         The CTD Holdings, Inc. entered into an agreement with two financial
consultants in May 2004. Upon amending the Articles of Incorporation for Series
A Preferred Stock as described in Note 11, the Company issued 343,137 shares of
common stock registered under Form S-8 to the consultants under terms of the
agreement and charged expense for $17,156 the fair value of the stock on the
measurement date.

         Rent expense under all operating leases was $4,000 for 2005 and 2004,
respectively.

(C) AMENDMENT TO 2003 STOCK OPTION PLAN

As described elsewhere herein, on August 10, 2005 our Board of Directors
recommended, and holders of a majority of the voting power of our outstanding
shares of stock, as of such record date approved, by written consent dated July
12, 2005 in lieu of a special meeting of stockholders, an amendment to our 2003
Stock Option and Equity Compensation Plan to increase the number of shares of
common stock which may be issued under the plan to 1,500,000 from the 287,430
shares currently authorized for issuance under the Plan. A notice regarding this
action and an Information Statement are being circulated to advise our
stockholders that this action has already been approved by written consent of
our stockholders who collectively hold a majority of the voting power of our
common stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934,
as amended, this action will not be effective until twenty days after the date
that the aforementioned Information Statement is mailed to our stockholders.

NOTE 11 - DISCONTINUED OPERATIONS

         Pursuant to the guidance of Staff Accounting Bulletin No. 93,
"Accounting and Disclosures regarding Discontinued Operations"("SAB 93") and
SFAS No. 144, in connection with the disposal of the 24/7 MRI segment, the
Company recorded its proportionate share of net losses in the former subsidiary
for the period from November 1, 2003 through October 31, 2004 by crediting loss
from operations and debiting loss on disposal of subsidiary.

                                      F-16
<PAGE>

                ELINE ENTERTAINMENT GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                             As of October 31, 2005

         In October 2005, the Company reached a verbal agreement with Lester E.
Gann, wherein Mr. Gann would take back the 49% interest in Industrial
Fabrication & Repair, Inc., a Tennessee corporation ("IFR") in exchange for the
Eline stock held by Mr. Gann. Included in current assets and liabilities are the
following related to the discontinued operations:

         ASSETS HELD FOR SALE:
           Cash ..........................................   $   71,963
           Accounts receivable, net ......................      334,940
           Inventory .....................................    1,300,482
           Other current Assets ..........................       24,223
           Property & equipment, net .....................       38,039
                                                             ----------
                                                             $1,769,647
                                                             ==========

         LIABILITIES RELATED TO ASSETS HELD FOR SALE:
           Trade payables ................................   $  409,341
           Related party payables ........................      523,558
           Accured expenses ..............................       42,130
           Related party notes payable ...................      650,820
           Long-tern debt ................................        4,974
           Minority interest .............................      133,628
                                                             ----------
                                                             $1,764,451
                                                             ==========

         The loss on disposal was calculated as follows:

                                                      2005          2004
                                                  -----------   -----------
         Sales .................................  $ 3,823,049   $ 4,024,906
         Cost of sales .........................    2,638,509     2,605,209
                                                  -----------   -----------
         Gross profit ..........................    1,184,540     1,419,697
         Other costs and expenses ..............    1,313,390     1,356,823
                                                  -----------   -----------
         (Loss) Income from discontinued
           operations ..........................  $  (128,850)  $    62,874
                                                  ===========   ===========

         In 2004, the Company disposed of the 24/7 MRI segment. The disposal was
calculated as follows:

         Sales .................................  $         -   $    17,454
         Cost of sales .........................            -         2,864
                                                  -----------   -----------
         Gross profit ..........................            -        14,590
         Other costs and expenses ..............            -       259,366
                                                  -----------   -----------
         Loss from discontinued operations .....            -      (244,776)
                                                  -----------   -----------
         Total loss from discontinued operations  $  (128,850)  $  (181,902)
                                                  ===========   ===========

                                      F-16