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: March 31, 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 May 9, 2006, the Company had outstanding  14,112,616  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

                                                               March 31, 2006
CURRENT ASSETS
 Cash and cash equivalents                                     $       36,891
 Certificate of deposit                                                10,353
 Accounts receivable                                                   64,774
 Inventory                                                             97,511
 Investment due from related party                                    147,172
 Loan to officer                                                        6,912
                                                               --------------
   Total current assets                                               363,613
                                                               --------------

PROPERTY AND EQUIPMENT, NET                                           419,655
                                                               --------------
OTHER

 Intangibles, net                                                      11,572
 Sports memorabilia collection                                         50,402
                                                               --------------
   Total other assets                                                  61,974
                                                               --------------
TOTAL ASSETS                                                   $      845,242
                                                               ==============


                                   (Continued)

                See Accompanying Notes to Financial Statements.

                                       F-2
<PAGE>


                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                               March 31, 2006
CURRENT LIABILITIES
 Accounts payable and accrued expenses                         $      112,635
 Current portion of long-term debt                                      6,182
                                                               --------------
   Total current liabilities                                          118,817
                                                               --------------

LONG-TERM LIABILITIES
 Long-term debt, less current portion                                 146,933
                                                               --------------

STOCKHOLDERS' EQUITY
 Class A  common  stock,  par  value
  $.0001 per share, 100,000,000 shares
  authorized, 14,256,810 shares
  issued and outstanding                                                1,426
 Class B non-voting common stock, par value $.0001
  per share, 10,000,000 shares authorized, 0 shares
  issued and outstanding                                                    -
 Additional paid-in capital                                         2,819,007
 Accumulated deficit                                               (2,240,941)
                                                               --------------
   Total stockholders' equity                                         579,492
                                                               --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $      845,242
                                                               ==============


                See Accompanying Notes to Financial Statements.

                                       F-3

<PAGE>


                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)


                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                         2006          2005
                                                     ------------  ------------
PRODUCT SALES                                        $    166,810  $    118,544

COST OF PRODUCTS SOLD                                      40,217        17,474
                                                     ------------  ------------
GROSS PROFIT                                              126,593       101,070

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES               98,666       105,415
ACQUISITION COSTS                                          49,662             -
                                                     ------------  ------------
                                                          148,328       105,415
                                                     ------------  ------------
SPORTS MEMORABILIA COLLECTION
 Gain on sales                                                  -         2,902
 Other income                                                   -       203,470
                                                     ------------  ------------
                                                                -       206,372
                                                     ------------  ------------
OTHER INCOME (EXPENSE)
 Investment and other income                                3,582         1,318
 Interest expense                                          (1,892)       (2,870)
                                                     ------------  ------------
   Total other (expense)                                    1,690        (1,552)
                                                     ------------  ------------
NET INCOME (LOSS) BEFORE INCOME TAXES                     (20,045)      200,475

INCOME TAXES                                                    -             -
                                                     ------------  ------------
NET INCOME (LOSS)                                         (20,045)      200,475
                                                     ============  ============
NET INCOME (LOSS) PER COMMON SHARE                           (.00)          .02
                                                     ============  ============

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                    14,072,286    11,144,017
                                                     ============  ============


                See Accompanying Notes to Financial Statements.

                                       F-4

<PAGE>


                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               Increase (Decrease) in Cash and Cash Equivalents

                                   (Unaudited)

                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                         2006          2005
                                                     ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                   $    (20,045) $    200,475
                                                     ------------  ------------
 Adjustments  to reconcile  net income  (loss)
  to net cash provided by operating activities:

   Depreciation and amortization                            6,580         7,855

   Gain on sales of sports memorabilia collection               -        (2,902)
   Stock issued to employees                               21,745        20,030
   Gain on expiration of option - sports memorabilia
    Collection                                                  -      (203,470)
   Increase or decrease in:
    Accounts receivable                                   (28,372)       41,504
    Inventory                                             (42,926)      (16,069)
    Accounts payable and accrued expenses                  84,544         7,618
    Customer deposits                                           -        38,285
                                                     ------------  ------------
      Total adjustments                                    41,571      (107,149)
                                                     ------------  ------------
    NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                            21,526        93,326
                                                     ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of equipment and building improvements           (2,326)      (15,257)
 Redemption of certificate of deposit                     121,028             -
 Purchase of certificate of deposit                             -          (270)
 Investment with related party                           (122,172)            -
                                                     ------------  ------------
   NET CASH USED FOR INVESTING ACTIVITIES                  (3,470)      (15,527)
                                                     ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payment on notes payable                                  (1,812)       (1,544)
 Payment on stockholder loan                               (3,467)      (14,511)
 Loan to shareholder                                       (6,912)            -
 Received from shareholder                                      -           583
                                                     ------------  ------------
   NET CASH PROVIDED BY (USED FOR)
    FINANCING ACTIVITIES                                  (12,191)      (15,472)
                                                     ------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        5,865        62,327

CASH AND CASH EQUIVALENTS, beginning of period             31,026        94,371
                                                     ------------  ------------
CASH AND CASH EQUIVALENTS, end of period             $     36,891  $    156,698
                                                     ============  ============


                                   (Continued)

                See Accompanying Notes to Financial Statements.

                                       F-5

<PAGE>

                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               Increase (Decrease) in Cash and Cash Equivalents

                                   (Unaudited)

                                   (Concluded)




                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                         2006          2005
                                                     ------------  ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for interest           $      5,359  $      2,870
                                                     ============  ============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITY
  Common stock issued for services                   $     21,745  $     20,030
                                                     ============  ============



                See Accompanying Notes to Financial Statements.

                                       F-6

<PAGE>

                                CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006

                                   (Unaudited)

The information  presented herein as of March 31, 2006, and for the three months
ended March 31, 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 month  period  ended  March 31,  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 month
period  ended  March 31,  2006 due to its net loss for the  period.  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 month period ended
March 31, 2005 due to its  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-7
<PAGE>

(4) CONCENTRATIONS

Sales to three major  customers,  which  included one new customer,  were 66% of
total  sales for the three  months  ended  March 31,  2006.  Sales to four major
customers were 80% of total sales for the three months ended March 31, 2005.

Substantially all 2006 and 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
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 three months ended March 31, 2006
and 2005, the Company  awarded  357,142 and 337,500  shares,  respectively,  and
recognized  an expense of $21,745 and  $23,000  respectively  for stock  awarded
under these agreements. The stock awarded under these agreements is presented as
outstanding in the  accompanying  financial  statements.  Both  agreements  were
extended until December 31, 2006.

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) ACQUISITION 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.

                                      F-8

<PAGE>

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  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 three months ended March 31, 2005.

                                       F-9

<PAGE>

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

Introduction

CTD Holdings,  Inc. (referred to as the "Company," "CTD," or in the first person
notations of "we," "us," and "our") began  operations in 1990.  Our revenues are
principally   derived  from  retail  sales  of  cyclodextrins  and  cyclodextrin
complexes.  Our sales are primarily to major  chemical  supply houses around the
world, pharmaceutical companies, and food companies for research and development
and to diagnostics  companies.  We acquire 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 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.

Liquidity and Capital Resources

Our cash and short-term  investments  increased to $195,000 as of March 31, 2006
compared to $187,000 as of December 31, 2005. This increase was primarily due to
cash flow from operations.

As of March 31, 2006, our working  capital was $245,000  compared to $241,000 at
December 31, 2005. This increase was primarily due to cash flow from operations.

Our cash flow from  operations was $22,000  compared to $93,000 a year ago. This
decrease  was due  primarily  to $50,000  in  expenses  directly  related to our
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, which includes raising $1,650,000
in the next three  months.  We believe we can fund the initial  costs of raising
capital and implement our acquisition strategy from existing working capital. We
have signed a letter of intent to acquire at least 51% of CycloLab  Research and
Development,  Ltd. (CycloLab) located in Budapest,  Hungary, for cash. We expect
to buy  100%  of  CycloLab  for  $1,500,000  during  2006.  We  are  negotiating
employment  contracts with key members of management of CycloLab,  which include
stock  options  for up to  25,000,000  shares of CTD  stock  that vest over five
years.

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.  Our recurring
SG&A expenses for 2006, as a percentage of sales, have decreased from 2005.

<PAGE>

Beginning in 2003, we began improvements and renovations of our corporate office
and have invested  $123,000 through December 31, 2004.  During 2005 and in 2006,
we suspended our improvement  and renovations  program to redirect our financial
resources to the CycloLab  acquisition.  We remain  committed to a Research Park
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 March 31, 2006.

Results of Operations

Total  product  sales  for the first  quarter  2006 were  $167,000  compared  to
$119,000 in the first quarter of 2005. Our major customers continue to be repeat
purchasers.  In 2006,  three  of our  major  customers,  which  include  one new
customer,  accounted for 66% of our sales. In 2005, three of our major customers
accounted for 69% of our sales.

Our gross profit margin  decreased to 76% for the first quarter of 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.  Since we have
signed the letter of intent to acquire  CycloLab,  we are now 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  decrease  to the 50-60%  range  until our  acquisition  of
CycloLab is complete.  We believe our gross margin will increase  somewhat after
the acquisition is complete and CTD and CycloLab are consolidated.

Our SG&A  expenses  increased  to $148,000  for the three months ended March 31,
2006 from  $105,000 for the three months ended March 31, 2005.  This increase is
due to $50,000  in direct  acquisition  costs  incurred  in 2006  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 ($20,000) for the three months ended March 31, 2006
compared to a net income of $200,000 for the three months ended March 31, 2005.

<PAGE>

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,
and we are in the  process of  acquiring  a  controlling  ownership  interest in
CycloLab during 2006.

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.

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 publicly update
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   Cyclodextrins;   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 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.

<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

     (2)  Financial Statements                                             F-1

     Exhibits required by Item 601, Regulation S-B:

     (3)  Articles of incorporation and by-laws

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

          (b)  By-Laws.                                                      *

          (c)  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.                  *

     (9)  Voting Trust Agreement                                          None

     (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               ****

     (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 re:  Matters  Submitted to Vote of
          Security  Holders                                               None

     (23) Consents of Experts and Counsel                                 None

     (24) Power of Attorney                                               None

     (31) Certificate 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


*    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>
(b) Reports on Form 8-K.

NONE


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                             CTD HOLDINGS, INC.



Date:  May 15, 2006                          /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan, President
                                             Chief Executive Officer,
                                             Chief Operating Officer and
                                             Chief Financial Officer