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, 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: 0-24930

                               CTD HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

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

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

          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) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 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

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 10, 2005, the Company had  outstanding  12,669,465  shares of its
common stock.

Transitional Small Business Disclosure Format: No.


<PAGE>

PART I:  Financial Information

                                CTD HOLDINGS INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


                                    ASSETS

                                                             September 30, 2005
                                                             ------------------
CURRENT ASSETS

 Cash and cash equivalents                                         $     65,869
 Certificate of deposit                                                 130,367
 Accounts receivable                                                     57,199
 Inventory                                                               55,377
 Deferred tax asset                                                      25,000
 Loan to shareholder                                                        254
                                                                   ------------
     Total current assets                                               334,066
                                                                   ------------

PROPERTY AND EQUIPMENT, net                                             429,331
                                                                   ------------

OTHER ASSETS

     Intangibles, net                                                    11,682
     Deferred tax asset                                                 200,000
     Sports memorabilia collection                                       92,402
                                                                   ------------
        Total other assets                                              304,084
                                                                   ------------

TOTAL ASSETS                                                       $  1,067,481
                                                                   ============

                                   (continued)

                                      F-1

<PAGE>

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                            September 30, 2005
                                                            ------------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses                           $      26,184
 Current portion of long-term debt                                       8,441
 Current portion of shareholder loan                                    12,713
                                                                 -------------
    Total current liabilities                                           47,338
                                                                 -------------

LONG-TERM LIABILITIES
  Long-term debt, less current portion                                 146,964
                                                                 -------------

STOCKHOLDERS' EQUITY
 Common stock, par value $ .0001 per share, 100,000,000
   shares authorized, 13,399,672 shares issued
   and outstanding;                                                      1,199
 Preferred stock, par value $.0001 per share,
   5,000,000 shares authorized
     Series A, 1 share issued and outstanding                                -
 Additional paid-in capital                                          2,773,114
 Accumulated deficit                                                (1,901,134)
                                                                 -------------
     Total stockholders' equity                                        873,179

                                                                 -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  1,067,481
                                                                 =============

                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,
                               ----------------------     ---------------------
                                     2005        2004          2005        2004
                               ----------  ----------     ----------  ---------
PRODUCT SALES                  $  118,923 $   134,116     $  373,123  $ 387,545

COST OF PRODUCTS SOLD              15,415      29,991         44,883     65,613
                               ----------  ----------     ----------  ---------
GROSS PROFIT                      103,508     104,125        328,240    321,932
                               ----------  ----------     ----------  ---------
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSE            177,357     112,318        387,378    343,517
                               ----------  ----------     ----------  ---------

SPORTS MEMORABILIA COLLECTION
  Gain on sales                         -      12,714          2,902     12,714
  Other income (expenses)               -       2,000        203,470   (309,250)
                               ----------  ----------     ----------  ---------
                                       -       14,714        206,372   (296,536)
                               ----------  ----------     ----------  ---------

INCOME (LOSS) FROM OPERATIONS     (73,849)      6,521        147,234   (318,121)
                               ----------  ----------     ----------  ---------

OTHER INCOME (EXPENSE)
  Investment and other income       2,286       7,579         10,145     11,732
  Interest expense                 (3,133)     (2,804)       (10,078)    (9,333)
                               ----------  ----------     ----------  ---------

   Total other income (expense)      (847)      4,775             67      2,399
                               ----------  ----------     ----------  ---------
NET INCOME (LOSS) BEFORE INCOME
 TAXES                            (74,696)     11,296        147,301  (315,722)

 Income Taxes                           -           -              -         -
                               ----------  ----------     ----------  ---------

NET INCOME (LOSS)              $  (74,696) $   11,296     $  147,301  $(315,722)
                               ==========  ==========     ==========  =========

NET INCOME (LOSS) PER COMMON
 SHARE                         $     (.01) $      .01     $      .01  $    (.05)
                               ----------  ----------     ----------  ---------

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING    11,836,428   7,519,468     11,462,147  6,925,778
                               ==========  ==========     ==========  =========

                 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,
                                                     -------------------------
                                                             2005         2004
                                                     ------------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                                   $    147,301  $  (315,722)
                                                     ------------  -----------
 Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:

  Depreciation and amortization                            23,980       21,581
  Gain on sale of sports memorabilia collection            (2,902)     (12,714)
  Stock issued for services                               157,929      202,716
  Gain on expiration of option -sports memorabilia
    Collection                                           (203,470)           -
  Call option-sports memorabilia collection                     -      205,000
  Fair value of stock options issued                            -        4,000
 Increase or decrease in:
  Accounts receivable                                       1,823      103,777
  Inventory                                                (4,378)       5,551
  Accounts payable and accrued expenses                     2,344       (8,117)
                                                     ------------  -----------
        Total adjustments                                 (24,674)     521,794
                                                     ------------  -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       122,627      206,072
                                                     ------------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements          (20,949)     (53,551)
 Purchase of certificate of deposit                       (90,034)     (40,200)
 Proceeds from sale of collection                           4,545       17,294
                                                     ------------  -----------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                    (106,438)     (76,457)
                                                     ------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on long-term debt                                (5,636)      (7,269)
 Payments on loan payable to stockholder                  (40,885)     (27,033)
 Loan to Shareholder                                            -       (3,500)
 Received from shareholder                                  1,830          984
                                                     ------------  -----------
NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                    (44,691)     (36,818)
                                                     ------------  -----------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                    (28,502)      92,797

CASH AND CASH EQUIVALENTS, beginning of period             94,371        7,757
                                                     ------------  -----------
CASH AND CASH EQUIVALENTS, end of period             $     65,869  $   100,554
                                                     ============  ===========
                                      F-4

<PAGE>

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


                                                           Nine Months Ended
                                                              September 30,
                                                     --------------------------
                                                             2005          2004
                                                     ------------  ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                               $      8,863  $      6,967
                                                     ============  ============
Cash paid for income taxes                           $          -  $          -
                                                     ============  ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES

Common stock awarded to officers                     $     97,929  $     45,310
                                                     ============  ============

Common stock issued for consulting services          $     60,000  $     57,157
                                                     ============  ============
Stock issued in acquisition of sports
 memorabilia collection                              $          -  $    106,000
                                                     ============  ============

Common stock issued in connection with
 liquidation of sports memorabilia collection        $          -  $    100,250
                                                     ============  ============


                See Accompanying Notes to Financial Statements

                                     F-5

<PAGE>

                               CTD HOLDINGS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                  (Unaudited)

The information  presented herein as of September 30, 2005,and for the three and
nine months ended September 30, 2005 and 2004,is unaudited.

(1) BASIS OF PRESENTATION:

The accompanying financial statements include CTD Holdings,  Inc. and its wholly
owned 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  required
adjustments) considered necessary for a fair presentation have been included.

Operating results for the three and nine month periods ended September 30, 2005,
are not necessarily  indicative of the results that may be expected for the year
ending  December  31,  2005.  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, 2004.

Certain  amounts in the 2004  financial  statements  have been  reclassified  to
conform to the 2005 presentation.

(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 2005,  no income tax expense or benefit was  reported for the three and nine
month periods  ended  September 30, 2005 due to its realizing a tax loss for the
periods. 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.

For 2004,  no income tax expense or benefit was  reported for the three and nine
month periods ended September 30, 2004 due to its net loss for the periods.  The
expense  recognized  by the  Company on the  issuance  of the call option on the
Sports  Memorabilia  Collection is not deductible  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 4 major  customers  were 72% of total sales for the nine  months  ended
September 30, 2005.  Sales to five major  customers  were 73% of total sales for
the nine months ended September 30, 2004.

Substantially all 2005 inventory purchases were from two vendors.  Substantially
all 2004 inventory purchases were from one vendor.

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
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,
2005 and 2004, the Company  awarded  approximately  943,000 and 603,000  shares,
respectively, and recognized an expense of $68,000 and $54,000, 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, 2005.

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.

In December 2004, the Company  issued  3,500,000  shares of its common stock for
$3,500 to a financial consultant. The Company recognized an expense of $206,500,
which is the difference  between the amount paid and the fair value of the stock
issued based on the trading price on the date of the stock purchase. The Company
agreed to register the stock by filing a registration statement by June 19, 2005
with an  effective  date no later than  August  19,  2005.  If the  registration
statement  is not filed and  effective by the dated  indicated,  the Company was
required by the agreement to issue an additional  175,000 shares of common stock
for each month or part  thereof  until the  registration  statement  is filed or
becomes  effective.  The Company believes the financial  consultant has breeched
the conditions of the sale which restricted the financial  consultant's  sale of
the  stock.  Management  believes  it is no longer  subject  to the terms of the
agreement  and  does not  intend  to file the  registration  statement  and also
believes the penalty provisions of the agreement are no longer effective.


The Company  entered into an agreement  with two  financial  consultants  in May
2004. 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
$17,157  the fair value of the stock for the nine  months  ended  September  30,
2004.

In March 2004, the Company  entered into a one-year  agreement with a consultant
regarding  construction and specialized concrete formulations and issued 100,000
shares of stock  valued at $40,000 at the date of  issuance,  which the  Company
expensed in the first quarter of 2004. The stock was registered  using Form S-8.
The  consultant  is related to the  president  and majority  shareholder  of the
Company.

                                       F-7

<PAGE>

The Company is required to pay a consultant 7.5% of any capital raised and 5% of
any other capital transaction  resulting within two years of the introduction by
the consultant. No amounts have been paid or are due at September 30, 2005.

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  Holdings 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 acquired by Eline Entertainment Group, Inc.

(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
Collection was appraised at $400,000.  The President was issued 1,029,412 shares
of unregistered  common stock of the Company for the  Collection.  The number of
shares was determined using 70% of the appraised value ($280,000) divided by 80%
of the  average  of the bid and ask price for the  Company's  stock on April 14,
2004.  Since the acquisition of the Collection was from the Company's  President
and controlling  shareholder,  the Company  recorded the Collection at $106,000,
which  was  the  acquisition   cost  basis  of  the  President  and  controlling
shareholder.

The Company  recorded sales of the Collection as gains or losses from operations
as Collection pieces are sold.

Concurrent with the  acquisition of the  Collection,  the Company entered into a
one-year  contract  with a consultant  to liquidate  the  Collection  on a "best
efforts" basis. The Company issued the consultant 250,627 shares of common stock
registered on Form S-8 valued at $100,250 on the date the contract was executed.
The Company  expensed the $100,250 for the nine months ended September 30, 2004.
This contract  expired in March 2005,  and the unsold  portion of the Collection
was returned to the Company.  The Company is currently  exploring its options to
continue its liquidation of the Collection.

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 following assumptions were made in
estimating  fair value:  risk-free  interest  rate of 3.5%;  no dividend  yield;
expected life of one year. The fair value calculated resulting from the issuance
of this  option was  recorded  as a  liability  and the  expense  was charged to
operations.  The  amount  charged to expense  for the nine  month  period  ended
September 30, 2004 was $207,000.  The Company recalculated the fair value of the
option at the end of each  reporting  period and  recognized  any change through
operations and adjusted its liability  accordingly.  The option expired in March
2005,  and the Company  recorded  the  expiration  of the option  liability as a
$203,470 gain in the first quarter of 2005.

The consultant  was issued an option to acquire  100,000 shares of the Company's
stock at  $.50/share  during the  one-year  term of the  agreement.  The Company
follows SFAS 123 in accounting  for stock options  issued to  nonemployees.  The
fair value of each option  granted is estimated  using the  Black-Scholes  stock
option pricing model.  The following  assumptions  were made in estimating  fair
value:  risk-free interest rate of 3.5%; no dividend yield; expected life of one
year;  standard  deviation of historical  stock returns  44.03%.  The fair value
calculated  resulting  from the  issuance  of this option was  determined  to be
$4,000, which was expensed for the nine month period ended September 30, 2004.

The Company  recorded  gross  receipts  of $4,545 and $17,294  from sales of the
Collection for the nine months ended September 30, 2005 and 2004, respectively.

                                      F-8

<page>

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


Introduction

CTD Holdings,  Inc. (referred to as the "Company," "CTD," or in the first person
notations of "we," "us," and "our") began  operations in 1990.  Our revenues are
principally  derived from the 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.  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 and  Germany.  This
information  is  available to our  customers.  We also offer our  customers  our
knowledge  of the  properties  and  potential  new  uses  of  cyclodextrins  and
complexes.

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

Liquidity and Capital Resources

Our cash and  certificate  of deposit  increased to $196,000 as of September 30,
2005 from $94,000 at December  31, 2004 and  $178,000 as of June 30,  2005.  Our
cash flow from operations was $123,000  compared to $206,000 for the nine months
ended  September  30, 2005 and 2004,  respectively.  Our cash increase is due to
normal operations.

As of September 30, 2005, our working  capital was $287,000  compared to $16,000
at December  31, 2004 and  $243,000 at June 30,  2005.  Our  increase in working
capital from  December  31, 2004 is due  to the  expiration  of a $200,000  call
option  liability  in  March  2005  and  our  positive  cash  flow  from  normal
operations.

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. Our acquisition strategy includes
raising  $1,500,000 in the next twelve months. We have signed a letter of intent
to acquire at least 51% of CycloLab  Research and  Development,  Ltd. located in
Budapest,  Hungary,  for a  combination  of cash and  common  stock,  which will
require approximately a $750,000 cash outlay. We believe we can fund the initial
costs of  raising  capital  and start our  acquisition  strategy  from  existing
working capital.

Controlling  cash expenses  continues to be  management's  primary  fiscal tool.
However,  growth requires  increased  expenditures and we feel 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. The Company incurred a $60,000 non-cash expense for common
stock issued to consultants in the third quarter for such  consulting  help. The
President/CEO  also received a $30,000 non-cash stock bonus. We are working hard
to increase  revenues  to balance  these new  expenses,  but cannot be sure such
effort  will be  enough  in the  short  term  to  sustain  profitable  reporting
performance. Our cash SG&A expenses for 2005, as a percentage of sales, continue
to decrease compared to 2004.
<page>
During 2004, we acquired a sports memorabilia collection from our President.  We
obtained an appraisal on the  collection  for $400,000.  We also engaged a third
party  consultant  to  liquidate  the  Collection,  which has  provided  us with
additional cash flow with minimal  associated cash expenses.  During March 2005,
this  agreement  expired.  No  additional  income or cash flow is expected  from
liquidation  of the  collection in 2005. We are currently  exploring  options to
liquidate  the  collection,  but  there  are no  assurances  we  will be able to
successfully or profitably do so.

During 2003, we began  improvements  and renovations of our corporate office and
have  invested  $145,000  through  September  30,  2005.  We are  committed to a
Research Park facility for the 40-acre site. Contingent on the Company's ability
to financially  support modest  expansions that will lead to a formal site plan;
we are reallocating monies intended for corporate  renovations to the completion
of the Cyclolab acquisition. No costs were incurred in the third quarter of 2005
on corporate renovations.

In December 2004, the Company  issued  3,500,000  shares of its common stock for
$3,500 to a financial consultant. We recognized an expense of $206,500, which is
the  difference  between the amount paid and the fair value of the stock  issued
based on the trading price on the date of the stock purchase.  We have agreed to
register the stock by filing a  registration  statement by June 19, 2005 with an
effective date no later than August 19, 2005. If the  registration  statement is
not filed and effective by the dated indicated,  the Company was required by the
agreement to issue an additional  175,000  shares of common stock for each month
or part thereof until the registration  statement is filed or becomes effective.
The Company believes the financial consultant has breeched the conditions of the
sale which restricted the financial  consultant's sale of the stock.  Management
believes  it is no longer  subject  to the terms of the  agreement  and does not
intend  to file  the  registration  statement  and  also  believes  the  penalty
provisions of the agreement are no longer effective.

We have filed Form S-1 with the U.S.  Securities  and Exchange  Commission for a
shelf  registration of 10,000,000 shares of common stock to be used for business
acquisition  purposes. We are currently evaluating our options whether or not to
proceed with this filing.

We have no off-balance sheet arrangements at September 30, 2005.

Results of Operations

Total  product  sales  for the third  quarter  2005 were  $119,000  compared  to
$134,000 in the third quarter of 2004. Our major customers continue to be repeat
purchasers. In 2004, four of our major customers accounted for 72% of our sales.
In 2005, five major customers accounted for 73% of our sales.

Our gross profit margin of 87% remains consistently strong for the third quarter
2005 compared to 91% for the second quarter of 2005.  Changes in the product mix
of sales has a significant  effect on our overall gross profit  percentage,  but
management  expects our gross  profit to remain  above 80% for the  remainder of
2005.

Our SG&A  expenses  were  $177,000  for the third  quarter of 2005  compared  to
$112,000 for the third quarter of 2004.  This increase is primarily due to stock
issued to  consultants  and a stock bonus to the  Company's  president  totaling
$60,000 in 2005 and increased investor relations expenses.

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 nine months  ended
September  30, 2005, we recognized a $200,000 gain on the  expiration  of a call
option  liability  previously  issued to the consultant.  There were no gains or
losses  recognized in the quarter ended  September 30, 2005. No further gains or
losses in 2005 are expected from sales associated with the collection.
<page>
We expect significant increases in future legal,  accounting,  and auditing fees
as the result of implementing the ongoing acquisition of Cyclolab.

We  recognized a net loss of $75,000 for the three months  ended  September  30,
2005  compared to a net income of $11,000 for the three months  ended  September
30, 2004.

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 CD's in herbal medicines,  waste-water  remediation,
pharmaceuticals,  and foods.  We also intend to pursue  exclusive  relationships
with  major  CD  manufacturer(s)  and  specialty  CD  labs to  distribute  their
products. We continue to be the exclusive distributor in North America of the CD
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  continues to maintain its web site. This
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 that the  maintenance  and growth of our web site will
return that investment many times.

Forward-looking Statements

All  statements  other than  statements  of  historical  fact in this report are
"forward-looking  statements"  as defined in the Private  Securities  Litigation
Reform Act of 1995, and are based on  management's  current  expectations of the
Company's  near  term  results,  based  on  current  information  available  and
pertaining to the Company.  The Company assumes no obligation to update publicly
any forward-looking statements.  Actual results may differ materially from those
projected in the forward-looking  statements.  These forward-looking  statements
involve risks and uncertainties,  including,  but not limited to, the following:
demand  for   Cyclodextrin;   changes  in  governmental   laws  and  regulations
surrounding  various  matters,  such  as  labeling  disclosures;  delays  in the
development,  production, testing and marketing of products; product margins and
customer product acceptance.
<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 September 30, 2005 (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.  The  Company's  management  acknowledges  a  material
weakness  exists  in its  controls  and  procedures,  in that i) the  accountant
employed  by the  Company,  while a third  year  student  pursuing  a degree  in
accounting  at the  University  of Florida 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.  The  Company's
management   acknowledges  a  material  weakness  exists  in  its  controls  and
procedures,  in that i) the  accountant  employed by the Company,  while a third
year student pursuing a degree in accounting at the University of Florida 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.
<page>
Part II. OTHER INFORMATION

Item 1.  Legal Proceedings.

NONE


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

NONE


Item 3.  Defaults Upon Senior Securities

NONE


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

NONE


Item 5.  Other Information

NONE
<page>
Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits

        Exhibit
        Description                                                     Page
        -----------                                                     ----

   (2)  Plan of Acquisition, Reorganization, Arrangement,
        Liquidation or Succession                                       None

 (3-i)  Articles of Incorporation                                       **

(3-ii)  Bylaws                                                          **

   (4)  Instruments defining the Rights of Security Holders             None

  (10)  Material Contracts

        10.1  Share Exchange Agreement                                  ***

        10.2  Addendum to Share Exchange Agreement                      ****

  (11)  Statement re: Computation of Per Share Earnings               Note 2,
                                                                      Financial
                                                                      Statements

  (15)  Letter re: Unaudited Interim Financial Information              None

  (16)  Letter on Change in Certifying Accountant                       None

  (18)  Letter re: Change in Accounting Principles                      None

  (19)  Report Furnished to Security Holders                            None

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

  (23)  Consents of Experts and Counsel                                 None

  (24)  Power of Attorney                                               None

  (31)  Certification of Chief Executive
        Officer and Chief Financial Officer                             *

  (32)  Certification  pursuant to 18 U.S.C. Section
        1350, as adopted pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002                                      *

  (99)  Additional Exhibits                                             None


   * Filed herewith.

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

 *** Previously  filed with the Securities and Exchange Commission on August 15,
      2005 as an exhibit to Form 8-K.

**** Previously  filed with the Securities and Exchange  Commission on September
      21, 2005 as an exhibit to Form 8-K.
<page>
(b) Reports on Form 8-K:

     i)   Item 5.01 in Form 8-K: Changes in Control of Registrant.

          A Share Exchange Agreement between Registrant and Eline  Entertainment
          Group,  Inc.  ("Eline") was filed as an Exhibit to the Company's  Form
          8-K filed with the  Securities  and Exchange  Commission on August 15,
          2005.

          According  to  the  terms  of  the  Share  Exchange  Agreement,   (the
          "Agreement")  C.E.  Rick  Strattan  agreed to  transfer  his  Series A
          Preferred  Share to  Eline  Entertainment  Group,  Inc.  ("Eline")  in
          consideration of Eline's transfer of 200,000 of its restricted  common
          shares to Mr.  Strattan.  The Agreement  entered into by Mr. Strattan,
          Eline and the  Registrant  provides  that closing will occur within 90
          days. The Agreement also provides that following closing, Mr. Strattan
          will have  autonomous  control over the Registrant and that Eline,  at
          its discretion, will advance to the Registrant at various times and in
          various  amounts,  an  aggregate  of up to one  million  five  hundred
          thousand  dollars  ($1,500,000)  to be  used  for the  acquisition  of
          Cyclolab R&D Labs of Budapest, Hungary subject to Eline's satisfactory
          due diligence.

          In the event of a sale of the  Registrant's  assets  or  subsidiaries,
          Eline  would first be repaid the amount of sums  advanced,  with Eline
          receiving 20% and Mr. Strattan receiving 80% of any amount received in
          excess of the sums  advanced.  The Agreement  further  provides in the
          event  Eline  or CTDH  do not  acquire  any  cyclodextrin  or  biotech
          businesses within one year following the date of closing, Mr. Strattan
          shall  exchange  his  100,000  Eline  common  shares  for the Series A
          Preferred  Share, and the business of the Registrant would be spun off
          to the  shareholders of the Registrant with Eline retaining 20% of the
          outstanding common stock of the Registrant on a fully diluted basis.

    ii)   Item 1.01 on Form 8-K:  Entry Into a Material Definitive Agreement.

          An Addendum  to Share  Exchange  Agreement  (the  "Addendum")  between
          Registrant and Eline Entertainment  Group, Inc. ("Eline") was filed as
          an Exhibit to the  Company's  Form 8-K filed  with the  Securites  and
          Exchange Commission on September 21, 2005.

          In substantial part, the Addendum 1) clarified Rick Strattan's role as
          principal  executive  officer in Registrant by substituting new agreed
          language for the  provisions in Paragraph 7 of the  Agreement,  and 2)
          clarified the distribution of Registrant's  business operations in the
          event Eline or Registrant are unable to consummate the  acquisition of
          cyclodextrin and bio-tech industries within one year of the date after
          the closing on the  transfer of certain  shares from Rick  Strattan to
          Eline (the "Closing Date").
<page>
          The Addendum provides Rick Strattan will maintain  autonomous  control
          over Registrant's operating  subsidiaries,  acquisitions expanding the
          cyclodextrin business (in consultation with Eline), and the day to day
          operations thereof.  Furthermore,  the Addendum provides, in the event
          Eline or  Registrant  are  unable to  consummate  the  acquisition  of
          cyclodextrin and bio-tech industries within one year after the Closing
          Date,  Eline may, in its sole  discretion,  distribute the business of
          Registrant to Registrant's  stockholders via one of two methods. Using
          the first method,  Eline may trade its one share of Series A preferred
          stock  in  Registrant,   which  represents   controlling  interest  in
          Registrant,  to Rick Strattan in exchange for 100,000  shares of Eline
          common stock presently held by Rick Strattan. Using the second method,
          Eline may create a new entity with a capital  structure  identical  to
          Registrant  (the "Mirror  Entity") which is publicly traded on the OTC
          Bulletin Board;  distribute the Mirror Entity's shares to Registrant's
          shareholders  on the  basis  of  one  Mirror  Entity  share  for  each
          outstanding  share of  Registrant;  and  distribute  to Rick  Strattan
          shares  of a  Mirror  Entity  preferred  stock  granting  him the same
          rights,  preferences,  and  controlling  interest  granted  holders of
          Registrant's Series A preferred stock. Under this method,  Eline would
          retain for itself a twenty (20)  percent  interest in the common stock
          of the Mirror Entity.


                                   SIGNATURES

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

CTD HOLDINGS, INC.



/s/ C.E. "Rick" Strattan                        Date:  November 14, 2005
-----------------------------
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer