UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-QSB

__X__ Quarterly Report Under Section 13 or 15(d) of The Securities  Exchange Act
of 1934 for the quarterly period ended: September 30, 2006.

____  Transition  Report  Under  Section 13 or 15(d) of the Exchange Act for the
transition period from ____ to ____

                         Commission file number: 0-24930

                               CTD HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

            Florida                                    59-3029743
  (State or other jurisdiction                      (IRS Employer
of incorporation or organization)                  Identification No.)

 27317 N.W. 78th Avenue, High Springs, Florida            32643
 (Address of principal executive offices)              (Zip Code)

          Issuer's telephone number, including area code: 386-454-0887

Former  name,  former  address and former  fiscal  year,  if changed  since last
report: N/A.

Check  whether the 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. (x)Yes (_) No

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

As of November 8, 2006,  the Company had  outstanding  15,918,489  shares of its
common stock.

Transitional Small Business Disclosure Format: (_)Yes (x)No


<PAGE>

PART I.  Financial Information

Item 1.  Financial Statements.

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


                                     ASSETS

                                                                September 30,
                                                                     2006
                                                                -------------
CURRENT ASSETS
 Cash and cash equivalents                                      $      13,938
 Accounts receivable                                                   30,161
 Inventory                                                             53,379
 Investment due from related party                                    153,616
 Prepaid expenses                                                       4,113
                                                                -------------
     Total current assets                                             255,207
                                                                -------------

PROPERTY AND EQUIPMENT, NET                                           422,562
                                                                -------------
OTHER ASSETS
 Loan to officer                                                       14,711
 Intangibles, net                                                      10,617
 Sports memorabilia collection                                         50,402
                                                                -------------
     Total other assets                                                75,730
                                                                -------------
  TOTAL ASSETS                                                  $     753,499
                                                                =============

                                   (Continued)

                                       F-1


<PAGE>

                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                September 30,
                                                                    2006
                                                                -------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses                          $      43,118
 Current portion of long-term debt                                      6,182
                                                                -------------
      Total current liabilities                                        49,300
                                                                -------------

LONG-TERM LIABILITIES
 Long-term debt, less current portion                                 143,675
                                                                -------------

STOCKHOLDERS' EQUITY
 Common stock, par value $ .0001 per share,
  100,000,000 shares authorized, 15,705,541 shares
  issued and outstanding                                                1,571

 Preferred stock, par value $.0001
  per share, 5,000,000 shares authorized; Series A, 1 share
  issued and outstanding                                                    -
 Additional paid-in capital                                         2,881,262
 Accumulated deficit                                               (2,322,309)
                                                                -------------
      Total stockholders' equity                                      560,524
                                                                -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $     753,499
                                                                =============

                See Accompanying Notes to Financial Statements.

                                       F-2


<PAGE>


                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                 Three Months Ended         Nine Months Ended
                                    September 30,              September 30,
                              -----------------------  -----------------------
                                  2006        2005         2006        2005
                              -----------  ----------  -----------  ----------

PRODUCT SALES                 $   112,970  $  118,923  $   407,226  $  373,123

COST OF PRODUCTS SOLD              32,525      15,415      110,695      44,883
                              -----------  ----------  -----------  ----------
GROSS PROFIT                       80,445     103,508      296,531     328,240
                              -----------  ----------  -----------  ----------
SELLING, GENERAL AND              117,812     177,357      319,082     387,378
 ADMINISTRATIVE EXPENSES
ACQUISITION COSTS                  26,778           -       82,802           -
                              -----------  ----------  -----------  ----------
                                  144,590     177,357      401,884     387,378
                              -----------  ----------  -----------  ----------
SPORTS MEMORABILIA COLLECTION
 Gain on sales                          -           -            -       2,902
 Other income                           -           -            -     203,470
                              -----------  ----------  -----------  ----------
                                        -           -            -     206,372
                              -----------  ----------  -----------  ----------

OTHER INCOME (EXPENSE)
 Investment and other
  income                            4,635       2,286       11,311      10,145
 Interest expense                  (2,746)     (3,133)      (7,371)    (10,078)
                              -----------  ----------  -----------  ----------

     Total other income
     (expense)                      1,889        (847)       3,940          67
                              -----------  ----------  -----------  ----------

NET INCOME (LOSS) BEFORE
 INCOME TAXES                     (62,256)    (74,696)    (101,413)    147,301

 Income Taxes                           -           -            -           -
                              -----------  ----------  -----------  ----------
NET INCOME (LOSS)             $   (62,256) $  (74,696) $  (101,413) $  147,301
                              ===========  ==========  ===========  ==========

NET INCOME (LOSS) PER COMMON
 SHARE
       Net income (loss) per
         share                $      (.00) $     (.01) $      (.01) $      .01
                              ===========  ==========  ===========  ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING     15,009,821  11,836,428   14,516,445  11,462,147
                              ===========  ==========  ===========  ==========


                See Accompanying Notes to Financial Statements

                                       F-3
<PAGE>

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


                                                         Nine Months Ended
                                                            September 30,
                                                     -------------------------
                                                        2006           2005
                                                     ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                   $ (101,413)    $  147,301
                                                     ----------     ----------
 Adjustments to reconcile net income
  to net cash provided by operating activities:

    Depreciation and amortization                        20,348         23,980
    Gain on sales of sports memorabilia collection            -         (2,902)
    Stock awarded to employees                           84,145        157,929
    Gain on expiration of option - sports memorabilia
     collection                                               -       (203,470)
    Increase or decrease in:
      Accounts receivable                                 6,241          1,823
      Inventory                                           1,206         (4,378)
      Prepaid expenses                                   (4,113)             -
      Accounts payable and accrued expenses              15,027          2,344
                                                     ----------     ----------
       Total adjustments                                122,854        (24,674)
                                                     ----------     ----------
    NET CASH PROVIDED BY (USED IN) OPERATING
      ACTIVITIES                                         21,441        122,627
                                                     ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements        (18,046)       (20,949)
 Redemption of certificate of deposit                   131,381              -
 Purchase of certificate of deposit                                    (90,034)
 Investment with related party                         (128,616)             -
 Proceeds from sale of collection                             -          4,545
                                                     ----------     ----------
    NET CASH PROVIDED BY (USED IN) INVESTING
      ACTIVITIES                                        (15,281)      (106,438)
                                                     ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on long-term debt                              (5,070)        (5,636)
 Payments on stockholder loan                            (3,467)       (40,885)
 Loan to stockholder                                    (14,711)             -
 Received from stockholder                                    -          1,830
                                                     ----------     ----------
    NET CASH PROVIDED BY (USED IN)
     FINANCING ACTIVITIES                               (23,248)       (44,691)
                                                     ----------     ----------
    NET INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                                  (17,088)       (28,502)

                                       F-4


<PAGE>


                                CTD HOLDING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)
                                   (Concluded)

                                                          Nine Months Ended
                                                            September 30,
                                                     ------------------------
                                                        2006           2005
                                                     ----------     ---------

CASH AND CASH EQUIVALENTS, beginning of period           31,026        94,371
                                                     ----------     ---------
CASH AND CASH EQUIVALENTS, end of period             $   13,938     $  65,869
                                                     ==========     =========



SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 Cash paid for interest                              $    9,101     $   8,863
                                                     ==========     =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES
  Common stock awarded to officers                   $   84,145     $  97,929
                                                     ==========     =========
  Common stock issued for consulting services        $        -     $  60,000
                                                     ==========     =========


                See Accompanying Notes to Financial Statements

                                       F-5
<PAGE>

                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  SEPTEMBER 30, 2006
                                   (Unaudited)

The information presented herein as of September 30, 2006, and for the three and
nine months ended September 30, 2006 and 2005, is unaudited.

(1) BASIS OF PRESENTATION:

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

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with the  instructions  to Form  10-QSB  and  Rule  10-01  of  Regulations  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments) considered necessary for a fair presentation have been included.

Operating results for the three and nine month periods ended September 30, 2006,
are not necessarily  indicative of the results that may be expected for the year
ending  December  31,  2006.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Company's annual report of Form
10-KSB for the year ended December 31, 2005.

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

Net  income  (loss)  per  common  share  is  computed  in  accordance  with  the
requirements of Statement of Financial  Accounting Standards No. 128 (SFAS 128).
SFAS 128 requires net income (loss) per share information to be computed using a
simple  weighted  average  of  common  shares  outstanding  during  the  periods
presented.  SFAS 128 eliminated the previous requirement that earnings per share
include the effect of any dilutive common stock equivalents in the calculation.

(3) INCOME TAXES

For 2006,  no income tax expense or benefit was  reported for the three and nine
month periods ended  September 30, 2006 due to the Company  realizing a tax loss
for the  periods.  The  Company  increased  its  deferred  tax  asset  valuation
allowance  for the  increase  in the  deferred  tax asset as a result of its tax
loss.

For 2005,  no income  tax  expense  was  reported  for the three and nine  month
periods ended September 30, 2005 due to the Company realizing a tax loss for the
period and its previous  recognition  of the benefit of its net  operating  loss
carryforward.  The gain  recognized by the Company on the expiration of the call
option on the  Sports  Memorabilia  collection  is not  taxable  for  income tax
purposes.  The Company increased its deferred tax asset valuation  allowance for
the increase in the deferred tax asset as a result of its tax loss.

                                       F-6

<PAGE>

(4) CONCENTRATIONS

Sales to the three major  customers  were 51% of total sales for the nine months
ended September 30, 2006.  Sales to four major customers were 72% of total sales
for the nine months ended September 30, 2005.

Substantially   all  2006   inventory   purchases   were  from  three   vendors.
Substantially all 2005 inventory purchases were from two vendors.

The Company has only one source for certain manufactured inventory. However, the
Company has  manufactured  these products in the past and could do so again,  if
necessary. There are multiple sources for its other inventory products.

(5) COMMITMENTS AND CONTINGENCIES

The Company has employment  agreements  with two officers for total monthly cash
salaries of $4,900. In addition, the officers are awarded shares of common stock
each month. The number of shares 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 the nine months ended  September  30,
2006 and 2005, the Company awarded  1,382,000 and 943,000 shares,  respectively,
and recognized an expense of $67,000 and $68,000, respectively for stock awarded
under these agreements. The stock awarded under these agreements is presented as
outstanding in the accompanying  financial  statements.  Both agreements  expire
December 31, 2006. On September 30, 2006, the Company also approved the issuance
of 410,000  additional  shares  representing  the common  shares  expected to be
earned  under the  employment  agreements  in the fourth  quarter  of 2006,  and
recorded an  additional  $16,000 in expense.  The Company also approved a 14,000
share stock bonus to its employees and recorded and expense of $560.

The Company's  Series A Preferred  Stock has  significant  rights  including the
right to vote  together  with the  holders  of the common  stock on all  matters
submitted  to a vote of  Company  shareholders,  with  the  share  of  Series  A
Preferred  Stock  being  entitled  to one vote more than  one-half  of all votes
entitled to be cast by all holders of voting capital stock of CTD Holding on any
matter submitted to common  shareholders so as to ensure that the votes entitled
to be cast by the holder of the Series A Preferred Stock are equal to at least a
majority  of  the  total  of  all  votes  entitled  to be  cast  by  the  common
shareholders.  Each Series A Preferred Stock share has a liquidation  preference
of $.0001. There is one share of the Series A Preferred Stock outstanding.

Effective  August 11, 2005,  the  outstanding  share of the  company's  Series A
Preferred Stock was transferred as collateral to Eline Entertainment Group, Inc.
On September 18, 2006,  C.E. "Rick" Strattan had counsel mail a demand letter to
Eline Entertainment's President,  Barry Rothman,  requesting transfer of the one
share of Series A preferred  stock in  accordance  with the terms of the expired
(September 16, 2006) contract.  Subsequently a stock transfer form was submitted
for the convenience of Mr.  Rothman.  As of November 8, 2006, no response and no
executed stock power has been received.

In August 2005, the Company issued  1,000,000  shares of common stock registered
under Form S-8 to financial consultants and charged expense for $60,000 the fair
value of the stock for the three and nine  month  periods  ended  September  30,
2005. The Company also issued 500,000  shares of common stock  registered  under
Form S-8 to its  President  and  majority  shareholder  and charged  expense for
$30,000 the fair value of the stock for the three and nine month  periods  ended
September 30, 2005.

(6) ACQUISTION OF SPORTS MEMORABILIA COLLECTION

In April,  2004, the Company  finalized the acquisition of a sports  memorabilia
collection (Collection),  from its President and major shareholder.  The Company
recorded the Collection at $106,000,  which is the acquisition cost basis of the
President and controlling shareholder.

Concurrent with the  acquisition of the  Collection,  the Company entered into a
one-year contract with a consultant to liquidate the Collection which expired in
March  2005.  The Company is  currently  exploring  its options to continue  its
liquidation of the  collection.  Management  determined  the sports  memorabilia
collection  to be  impaired  due  to  lack  of  marketability  and  recorded  an
impairment charge of $42,000 in the fourth quarter of 2005.

The  consultant had the option to purchase the Collection at any time during the
term of the agreement  for $200,000  less any sale proceeds  already paid to the
Company.  The  Company  computed  the fair value of this call  option  using the
Black-Scholes  stock option pricing model. The fair value  calculated  resulting
from the issuance of this option was recorded as a liability and the expense was
charged  to  operations.  The  option  expired in March  2005,  and the  Company
recorded the  expiration of the option  liability as a gain in the  accompanying
statement of operations for the nine months ended September 30, 2005.

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

Liquidity and Capital Resources

Introduction

CTD Holdings,  Inc.  (referred to as the "Company," "CTD" or in the first person
notations of "we," "us," and "our") began  operations in 1990.  Our revenues are
principally   derived  from  retail  sales  of  cyclodextrins  and  cyclodextrin
complexes.  Our sales are primarily to major  chemical  supply houses around the
world, pharmaceutical companies, and food companies for research and development
and to diagnostics  companies.  We acquire our products principally from outside
the United  States,  largely from Japan and Hungary,  but are gradually  finding
satisfactory  supply  sources  in the United  States  and China.  While we enjoy
better supply prices from outside the United States,  rising  shipping costs are
making domestic sources more competitively priced. To add value to our products,
we maintain a  comprehensive  database of patented  and patent  pending  uses of
cyclodextrins  from the United  States.  We also  maintain a less  comprehensive
database that includes  patents issued in many other countries  including Japan,
Germany and others.  This  information  is available to our  customers.  We also
offer our customers our  knowledge of the  properties  and potential new uses of
cyclodextrins and cyclodextrin complexes.

As most of our customers  use our  cyclodextrin  products in their  research and
development  activities,  their ordering from us is unpredictable with regard to
timing,  product mix and volume.  We also have four major  customers whom have a
significant effect on our revenues when they increase or decrease their research
and development  activities that use cyclodextrins.  We keep in constant contact
with these  customers  as to their  cyclodextrin  needs so we can  maintain  the
proper  inventory  composition and quantity in anticipation of their needs.  The
sales to major  customers  and the product mix and volume of products sold has a
significant effect on our revenues and gross profit. These factors contribute to
our significant revenue volatility from quarter to quarter and year to year.

Our cash and  short-term  investments  decreased to $168,000 as of September 30,
2006,  compared to $187,000 as of December  31,  2005.  Our cash and  short-term
investments had decreased to $115,000 as of June 30, 2006. The increase for the

three months ended  September 30, 2006, was due primarily to an increase in cash
flow from operations resulting from noncash expenses.

As of September 30, 2006, our working capital was $206,000  compared to $241,000
at December 31, 2005.  Our cash flows from  operations for the first nine months
of 2006 was an increase of $21,000  compared to $123,000  for the same period in
2005.  This decrease was due primarily to a reduction in our gross profit due to
our purchasing more expensive  inventory from Cyclolab,  and $83,000 in expenses
directly related to our unsuccessful acquisition of CycloLab.

We believe our working  capital is sufficient  to run our  operations at current
expected future operating levels into the near future. We do not require capital
in the next twelve months for normal operations.  However, we require additional
funding to implement our acquisition strategy. We were unsuccessful in achieving
our goal of raising $1,650,000 to complete the acquisition of CycloLab.

Controlling  cash expenses  continues to be  management's  primary  fiscal tool.
However,  growth  requires  increased  expenditures  and  we  feel  that  it  is
appropriate  during the current growth stage to engage consultants that can help
the Company in financial areas outside its expertise,  accepting that these fees
will act to reduce  profitability.  We are working hard to increase  revenues to
balance these new  expenses,  but cannot be sure that such effort will be enough
in the short term to sustain profitable financial performance.

Beginning in 2003, we began improvements and renovations of our corporate office
and have invested  $123,000 through  December 31, 2004.  During 2005 and through
March 31, 2006, we suspended our improvement and renovations program to redirect
our financial resources to the CycloLab  acquisition.  We began more renovations
during the second quarter of 2006 and have capitalized  $11,000 to date in 2006.
We remain committed to a  placePlaceNameResearch  PlaceTypePark facility for the
40-acre  site.  The office  renovations  will be followed  by improved  security
operations and modest guest  facilities.  Contingent on the Company's ability to
financially  support modest  expansions that will lead to a formal site plan, we
anticipate  spending  at least  another  $100,000  over  the  next two  years to
position the Company to initiate a 5-year plan for a new  Cyclodextrin  Research
Park.

We have no off-balance sheet arrangements at September 30, 2006.

<PAGE>

Results of Operations

Total product  sales to date in 2006 were $407,000  compared to $373,000 for the
same period in 2005.  Sales for the quarter  ending  September  30 2006 and 2005
were comparable.  Our major customers continue to be repeat purchasers. In 2006,
three of our major  customers  accounted  for 51% of our sales.  In 2005, we had
five major customers accounting for 73% of our sales.

Our gross profit  margin  decreased to 71% for the three months ended  September
30, 2006 from 87% for the three months ended September 30, 2006, compared to 85%
for the year ended December 31, 2005.  Changes in the product mix in sales has a
significant effect on our overall gross profit percentage. During our attempt to
acquire  CycloLab,  we were buying most of our products from CycloLab.  This has
resulted  in  increased  product  costs and  lower  gross  margins  than we have
experienced  historically  for many  products.  We expect  our  gross  margin to
continue to decrease to the 50-60% range while we reevaluate our suppliers.

Our SG&A expenses  increased to $402,000 for the nine months ended September 30,
2006 from $387,000 for the nine months ended  September 30, 2005.  SG&A expenses
for the quarter ending September 30 2006 decreased to $118,000 from $177,000 for
the quarter ending September 30,2005.  So far in 2006, we have incurred expenses
of $83,000 in direct  acquisition  costs related to the  acquisition of CycloLab
that were not incurred in 2005.

In April 2004, we acquired a collection of sports  memorabilia from our majority
shareholder  and  President.  We also  engaged a  consultant  to  liquidate  the
collection.  This  agreement  expired in March 2005.  For the three months ended
March 31, 2005, we  recognized a gain on sale of Collection  items of $3,000 and
recognized  a  $200,000  gain  on  the  expiration  of a call  option  liability
previously issued to the consultant.  We are currently  exploring our options to
continue to liquidate  the  Collection,  but there are no  assurances we will be
able to  successfully  or  profitably  do so.  In the  fourth  quarter  of 2005,
Management  determined the sports  memorabilia  collection to be impaired due to
lack of marketability and recorded an impairment charge of $42,000.

We expect  significant  increases  in future  legal and  accounting  fees as the
result of implementing our planned merger and acquisition strategy.

We  recognized a net loss of ($75,000)  for the nine months ended  September 30,
2006  compared to a net income of $147,000 for the nine months  ended  September
30, 2005.  Net income for 2005  included a one time gain of $200,000  related to
the  expiration of a call option on our sports  memorabilia  collection in March
2005.

We will continue to introduce new products that will increase  sales revenue and
implement  a strategy of creating or  acquiring  operational  affiliates  and/or
subsidiaries  that  will use  cyclodextrins  in  herbal  medicines,  waste-water
remediation,  pharmaceuticals,  and foods.  We also  intend to pursue  exclusive
relationships with major cyclodextrin manufacturer(s) and specialty cyclodextrin
labs to distribute their products.  We continue to be the exclusive  distributor
in North America of the cyclodextrin  products manufactured by Cyclolab Research
Laboratories in Budapest, Hungary.

In keeping with its  commitment to use the internet as a major  advertising  and
public relations outlet, the Company intends to apply greater human resources to
the updating  and  maintaining  of its web site.  This  valuable  asset has been
instrumental in creating and  maintaining a worldwide  leadership role for us in
the  implementation  of research and  commercialization  of CD applications.  We
believe the  maintenance  and growth of our web site will return that investment
many times.


<PAGE>

Item 3. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

The Company's  management,  recognizes its  responsibility  for establishing and
maintaining  internal  control over financial  reporting for the Company.  After
evaluating the  effectiveness  of our  "disclosure  controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as
of March  31,  2006  (the  "Evaluation  Date"),  the  Company's  management  has
concluded,  as of the  Evaluation  Date, the Company's  disclosure  controls and
procedures were adequate and designed to ensure the  information  required to be
disclosed in the reports filed or submitted by us under the Securities  Exchange
Act of  1934  is  recorded,  processed,  summarized  and  reported  with  in the
requisite time periods.  Although the Company's existing disclosure controls and
procedures  are  adequate,  the  Company's  management  acknowledges  a material
weakness may exist in those  controls and  procedures in that i) the  accountant
employed  by the  Company  has no training  regarding  financial  reporting  and
presentation   rules  and   regulations  of  the  SEC;  and  ii)  the  Company's
President/CEO,  who oversees all the accountants' work and provides all internal
control functions, while possessing a MBA from the University of Florida, has no
training in matters of accounting,  financial  reporting,  or presentation rules
and regulations of the SEC.

(b) Effectiveness of Internal Control

The  Company's  management is reviewing  the  Company's  internal  controls over
financial reporting to determine the most suitable recognized control framework.
The  Company  will  give  great  weight  and  deference  to the  product  of the
discussions  of the SEC's Advisory  Committee on Smaller  Public  Companies (the
"Advisory Committee") and the Committee of Sponsoring  Organizations' task force
entitled  Implementing  the COSO Control  Framework in Smaller  Businesses  (the
"Task  Force").  Both the Advisory  Committee and the Task Force are expected to
provide practical, needed guidance regarding the applicability of Section 404 of
the  Sarbanes-Oxley  Act to small  business  issuers.  The Company's  management
intends to perform the evaluation  required by Section 404 of the Sarbanes-Oxley
Act at such time as a framework is adopted by the Company.  For the same reason,
the Company's registered  accounting firm has not issued an "attestation report"
on the Company  management's  assessment  of  internal  controls.  Although  the
Company's  existing  disclosure  controls  and  procedures  are  adequate,   the
Company's  management  acknowledges  a  material  weakness  may  exist  in those
controls and procedures in that i) the accountant employed by the Company has no
training regarding financial reporting and presentation rules and regulations of
the SEC; and ii) the Company's President/CEO,  who oversees all the accountants'
work and provides all internal  control  functions,  while possessing a MBA from
the University of Florida,  has no training in matters of accounting,  financial
reporting, or presentation rules and regulations of the SEC.

(c) Changes in internal controls.

After  evaluation by the Company's  management,  the  Company's  management  has
determined there were no significant  changes in the Company's internal controls
or in other  factors  that could  significantly  affect the  Company's  internal
controls subsequent to the Evaluation Date.


Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

NONE

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Date        Name                 Total Dollar     Price per    Total Number
                                    Amount          Share        of Shares
--------    ----------           ------------     ---------    ------------
9/28/06     C.E. Rick Strattan   $     60,000*    $    0.04       1,493,229
9/28/06     George Fails         $     12,000*    $    0.04         298,644
9/28/06     Carmen Petty-Scott   $        105     $   0.015**         7,000
9/28/06     Charles Smith        $        105     $   0.015**         7,000

*  Issued pursuant to employment agreements.
** Employee bonus valued at 50% of market value to reflect restriction.

All sales were made  pursuant to Section  4(2) of the 1933 Act.  The proceeds of
the sale of these  ssecurities is to provide  operating  capital and development
costs.

Item 3. Defaults Upon Senior Securities.

NONE

Item 4.  Submission of Matters to a Vote of Security Holders.

NONE

Item 5.  Other Information.

NONE
<page>

Item 6.  Exhibits.

     (2)  Financial Statements                                             F-1

     Exhibits required by Item 601, Regulation S-B:

     (2)  Plan of purchase, sale, reorganization, arrangement,
          liquidation or succession                                       None

     (3)  Articles of incorporation and by-laws

          (i)   Articles of Incorporation filed August 9, 1990               *

          (ii)  By-Laws.                                                     *

          (iii) Certificates of Amendment to the Articles of
                Incorporation  filed November 18, 1993 and
                September 24, 1993.                                          *

     (4)  Instruments  defining  the  rights  of  security  holders,
          including indentures

          (a)  Specimen Share Certificate for Common Stock.                  *

     (10) Material Contracts

          (10.1) Agreement of Shareholders  dated November 11, 1993
                 by and among C.E. Rick Strattan, Garrison Enterprises,
                 Inc. and the Company.                                       *

          (10.2) Lease Agreement dated July 7, 1994.                        **

          (10.3) Consulting  Agreement  dated July 29, 1994 between
                 the Company and Yellen Associates.                          *

          (10.4) License  Agreement  dated December 20, 1994 between
                 the Company and Herbe Wirkstoffe GmbH.                      *

          (10.5) Joint Venture  Agreement  between the Company and
                 Ocumed,  Inc. dated May 1, 1995,  incorporated  by
                 reference  to the  Company's Form 10-QSB for the
                 quarter ended June 30, 1995.                               **

          (10.6) Extension of Agreement between the Company and
                 Herbe Wirkstoffe GmbH.                                    ***

          (10.7) Lease Extension                                             +

          (10.8) Loan Agreement with John Lindsay                            +

          (10.9) Small Potatoes Contract                                     +

         (10.10) Employment  Agreement  with C.E.  Rick Strattan
                 dated May 30, 2001                                         ++

         (10.11) Employment  Agreement of C.E. Rick Strattan
                 dated October 14, 2003                                    +++

         (10.12) Employment  Agreement  of George L. Fails
                 dated  October 14, 2003                                  ****

         (10.13) Addendum to Share Exchange Agreement with Eline
                 Entertainment Group                                      ++++

         (10.14) Share Exchange Agreement with Eline Entertainment
                 Groups                                                  +++++

     (11) Statement re: Computation of Per Share Earnings         Note 1(k) to
                                                                     Financial
                                                                    Statements

     (15) Letter on Unaudited Interim Financial Information               ****

     (18) Letter on change in accounting principles                       None

     (19) Reports Furnished to Security Holders                           None

     (20) Other documents or statements to security holders or
          any document incorporated by reference                          None

     (22) Published  Report regarding Matters Submitted to Vote of
          Security  Holders                                               None

     (23) Consents of Experts and Counsel                                 None

     (24) Power of Attorney                                               None

     (31) Rule 13a-14(a)/15d-14(a) Certifications                         ****

     (32) Section 1350 Certifications                                     ****

     (99) Additional Exhibits                                             None

     (100)XBRL-Related Documents                                          None

*    Incorporated  by  reference  to the  Company's  Form  10-SB  filed with the
     Securities and Exchange Commission on February 1, 1994.

**   Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on March 29, 1997.

***  Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on March 28, 2000.

**** Filed herewith.

+    Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on April 2, 2001.

++   Incorporated  by  reference  to the  Company's  Form 10-KSB  filed with the
     Securities and Exchange Commission on April 1, 2002.

+++  Incorporated by reference to Form S-8 filed December 1, 2003.

++++ Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on September 21, 2005.

+++++Incorporated  by  reference  to the  Company's  Form  8-K  filed  with  the
     Securities and Exchange Commission on August 15, 2005.

<page>

                                   SIGNATURES

In  accordance  with the Exchange Act, the  registrant  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                             CTD HOLDINGS, INC.



Date:  November 13, 2006                     /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan, President
                                             Chief Executive Officer,
                                             Chief Operating Officer and
                                             Chief Financial Officer