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: June 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 August 8, 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.

PART I:  Financial Information

                              CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

                                                                June 30, 2006
                                                                -------------
<S>                                                             <C>
CURRENT ASSETS
  Cash and cash equivalents                                      $     37,028
  Accounts receivable                                                  74,637
  Inventory                                                            96,633
  Investment due from related party                                    78,323
                                                                -------------
    Total current assets                                              286,621
                                                                -------------

PROPERTY AND EQUIPMENT, NET                                           422,494
                                                                -------------
OTHER ASSETS

  Loan to officer                                                      12,450
  Intangibles, net                                                     11,167
  Sports memorabilia collection                                        50,402
                                                                -------------
    Total other assets                                                 74,019
                                                                -------------
TOTAL ASSETS                                                    $     783,134
                                                                =============
</TABLE>

                                   (Continued)

                                       F-1


<PAGE>



                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                June 30, 2006
                                                                -------------
<S>                                                             <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                          $     47,892
  Current portion of long-term debt                                     6,182
                                                                -------------
    Total current liabilities                                          54,074
                                                                -------------

LONG-TERM LIABILITIES
  Long-term debt, less current portion                                145,318
                                                                -------------

STOCKHOLDERS' EQUITY
  Class A common stock, par value $.0001 per share,
   100,000,000 shares authorized, 14,719,310 shares
   issued and outstanding                                               1,472
  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                                        2,842,323
  Accumulated deficit                                              (2,260,053)
                                                                -------------
    Total stockholders' equity                                        583,742
                                                                -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $     783,134
                                                                =============
</TABLE>

                See Accompanying Notes to Financial Statements.

                                       F-2


<PAGE>


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

                                 Three Months Ended      Six Months Ended
                                      June 30,               June 30,
                              ----------------------  ----------------------
                                 2006        2005        2006        2005
                              ----------  ----------  ----------  ----------

PRODUCT SALES                 $  127,446  $  135,656  $  294,256  $  254,200

COST OF PRODUCTS SOLD             37,953      11,994      78,170      29,468
                              ----------  ----------  ----------  ----------
GROSS PROFIT                      89,493     123,662     216,086     224,732

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES         102,604     104,610     201,270     210,025
                              ----------  ----------  ----------  ----------
ACQUISITION COSTS                  6,362           -      56,024           -
                              ----------  ----------  ----------  ----------
                                 108,966     104,610     257,294     210,025
                              ----------  ----------  ----------  ----------
SPORTS MEMORABILIA COLLECTION
  Gain on sales                        -           -           -       2,902
  Other income                         -           -           -     203,470
                              ----------  ----------  ----------  ----------
                                       -           -           -     206,372
                              ----------  ----------  ----------  ----------

OTHER INCOME (EXPENSE)
  Investment and other income      3,094       6,541       6,676       7,859
  Interest expense                (2,733)     (4,075)     (4,625)     (6,945)
                              ----------  ----------  ----------  ----------

    Total other income
     (expense)                       361       2,466       2,051         914
                              ----------  ----------  ----------  ----------

NET INCOME (LOSS) BEFORE
 INCOME TAXES                    (19,112)     21,518     (39,157)    221,993

  Income Taxes                         -           -           -           -
                              ----------  ----------  ----------  ----------
NET INCOME (LOSS)             $  (19,112) $   21,518  $  (39,157) $  221,993
                              ==========  ==========  ==========  ==========

NET INCOME PER COMMON SHARE
  Net income per share        $     (.00) $      .00  $     (.00) $      .02
                              ==========  ==========  ==========  ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING    14,467,227  11,454,731  14,269,757  11,346,100
                              ==========  ==========  ==========  ==========

                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)

<TABLE>

<CAPTION>                                                Six Months Ended
                                                             June 30,
                                                      ----------------------
                                                         2006        2005
                                                      ----------  ----------
<CAPTION>
<S>                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                   $  (39,157) $  221,993
                                                      ----------  ----------
  Adjustments to reconcile net income
   to net cash provided by operating activities:

    Depreciation and amortization                         13,325      15,900
    Gain on sales of sports memorabilia collection             -      (2,902)
    Stock awarded to employees                            45,107      47,000
    Gain on expiration of option - sports
     memorabilia collection                                    -    (203,470)
  Increase or decrease in:
    Accounts receivable                                  (38,235)     19,516
    Inventory                                            (42,048)     (5,636)
    Accounts payable and accrued expenses                 19,801      (9,869)
                                                      ----------  ----------
       Total adjustments                                  (2,050)   (139,461)
                                                      ----------  ----------
    NET CASH PROVIDED BY (USED IN) OPERATING
      ACTIVITIES                                         (41,207)     82,532
                                                      ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment and building improvements        (11,505)    (22,382)
  Redemption of certificate of deposit                   131,381           -
  Purchase of certificate of deposit                                 (89,145)
  Investment with related party                          (53,323)          -
  Proceeds from sale of collection                             -       4,545
                                                      ----------  ----------
    NET CASH PROVIDED BY (USED IN) INVESTING
     ACTIVITIES                                           66,553    (106,982)
                                                      ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on long-term debt                              (3,427)     (3,590)
  Payments on stockholder loan                            (3,467)    (19,850)
  Loan to stockholder                                    (12,450)          -
  Received from stockholder                                    -       1,680
                                                      ----------  ----------
    NET CASH PROVIDED BY (USED IN)
     FINANCING ACTIVITIES                                (19,344)    (21,760)
                                                      ----------  ----------
    NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                      6,002     (46,210)

                                       F-4


<PAGE>


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

                                                          Six Months Ended
                                                              June 30,
                                                      ----------------------
                                                         2006        2005
                                                      ----------  ----------
CASH AND CASH EQUIVALENTS, beginning of period            31,026      94,371
                                                      ----------  ----------
CASH AND CASH EQUIVALENTS, end of period              $   37,028  $   48,161
                                                      ==========  ==========



SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  Cash paid for interest                              $    4,625  $    4,075
                                                      ==========  ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES
  Common stock awarded to officers                    $   45,107  $   47,000
                                                      ==========  ==========


</TABLE>

                See Accompanying Notes to Financial Statements

                                     F-5

<PAGE>


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

The information  presented herein as of June 30, 2006, and for the three and six
months ended June 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 six month periods ended June 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 six
month  periods  ended  June  30,  2006 due to its  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 six month periods
ended  June 30,  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-6


<PAGE>


(4) CONCENTRATIONS

Sales to three major  customers,  which  included one new customer,  were 62% of
total  sales  for the six  months  ended  June 30,  2006.  Sales  to four  major
customers were 72% of total sales for the six months ended June 30, 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 six months ended June 30, 2006 and
2005,  the  Company  awarded  820,000  and  659,000  shares,  respectively,  and
recognized  an expense of $45,000 and $47,000,  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.

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.

(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 six months ended June 30, 2006.



<PAGE>

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

Liquidity and Capital Resources

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.

Our cash and short-term investments decreased to $115,000 as of June 30, 2006,
compared  to  $187,000  as  of  December  31,  2005.  Our  cash  and  short-term
investments had increased to $195,000 as of March 31, 2006. The decrease for the
three months ended June 30, 2006,  was due primarily to a reduction in our gross
profit due to our purchasing  more expensive  inventory from Cyclolab,  and from
$56,000 in expenses directly related to our acquisition of CycloLab.

As of March 31, 2006, our working  capital was $233,000  compared to $241,000 at
December 31, 2005.  Our cash flows from  operations  for the first six months of
2006 was a deficit of ($41,000) compared to $83,000 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 $56,000 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  our goal of
raising  $1,650,000 to complete the  acquisition of CycloLab.  We believe we can
fund the initial costs of raising capital and implement our acquisition strategy
from existing  working capital.  We have completed  documents to acquire 100% of
CycloLab Research and Development, Ltd. (CycloLab) located in Budapest, Hungary,
for $1,650,000 cash and stock options.  We have completed  employment  contracts
with 14 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 and are tied to
employment agreements.

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  $12,000 to date in 2006.
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 June 30, 2006.

<PAGE>

Results of Operations

Total product  sales to date in 2006 were $294,000  compared to $254,000 for the
same  period in 2005.  Sales for the  quarter  ending June 30 2006 and 2005 were
comparable. Our major customers continue to be repeat purchasers. In 2006, three
of our major customers, which include one new customer, accounted for 62% of our
sales. In 2005, four of our major customers accounted for 72% of our sales.

Our gross  profit  margin  decreased to 70% for the three months ended March 31,
2006 from 76% for the three months ended June 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.  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 continue to decrease to the 50-60%  range.  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 $257,000 for the six months ended June 30, 2006
from  $210,000  for the six months ended June 30,  2005.  SG&A  expenses for the
quarter  ending June 30 2006 and 2005 were  comparable.  So far in 2006, we have
incurred  expenses  of  $56,000  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 ($39,000) for the six months ended June 30, 2006
compared to net income of $222,000 for the six months  ended June 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  cyclodextrin's  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,  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.



<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.

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:  August 10, 2006                       /s/ C.E. Rick Strattan
                                             -----------------------------
                                             C.E. Rick Strattan, President
                                             Chief Executive Officer,
                                             Chief Operating Officer and
                                             Chief Financial Officer