Securities and Exchange Commission
                              Washington, DC 20549

                                   Form 8-K/A
                                (Amendment No. 3)

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 9, 2006

                                  ASTRALIS LTD.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                 000-30997               84-1508866
       (State or Other             (Commission            (IRS Employer
Jurisdiction of Incorporation)     File Number)         Identification No.)

75 Passaic Avenue, Fairfield, New Jersey                                   07004
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code (973) 227-7168

          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.)

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.01 Changes in Registrant's Certifying Accountant.

On August 9, 2006 the Audit Committee of the Board of Directors of Astralis Ltd.
("Astralis") dismissed LJ Soldinger Associates, LLC ("Soldinger"), the
independent registered public accounting firm for Astralis and retained Malone &
Bailey, P.C ("Malone & Bailey"), as the independent registered public accounting
firm for Astralis. Soldinger was notified of this decision on August 9, 2006.

Astralis provided Soldinger with a copy of its Current Report on Form 8-K prior
to its filing with the Securities and Exchange Commission, and requested that
Soldinger furnish Astralis with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made in the
Current Report on Form 8-K filed on August 18, 2006 and amended on August 25,
2006, and if not, stating the aspects with which it does not agree. On August
29, 2006, Astralis received a copy of a letter from Soldinger addressed to the
Securities and Exchange Commission indicating that it did not agree with the
statement that there were "no disagreements" between Soldinger and Astralis,
which had been set forth in the Current Report filed by Astralis.

Astralis amends its Current Report on Form 8-K, filed with the Commission on
August 18, 2006, as amended on August 25, 2006 and September 9, 2006 to disclose
certain disagreements between Astralis and Soldinger. In each instance, the
audit committee, members of management and Soldinger discussed each disagreement
and resolved such disagreements to Soldinger's satisfaction prior to filing its
Annual Reports on 10-KSB or Quarterly Reports on 10-QSB. Astralis is not aware
of, and Soldinger has not suggested that there is, or ever was any disagreement
with respect to the information included in any such reports that were filed
with the Securities and Exchange Commission.

The disagreements between Astralis and Soldinger were as follows:

      1.    In connection with the audit of the Astralis 2004 financial
            statements Soldinger and members of management informed the audit
            committee that under SFAS 144, "Accounting for the Impairment or
            Disposal of Long-Lived Assets" ("SFAS 144") Astralis was required to
            recognize an impairment of its technology access option fee, a
            finite lived intangible asset. The initial position of Astralis'
            audit committee was that no impairment was necessary. Management
            reviewed, tested and proved the audit committee's position.
            Subsequently, the circumstances of the drug development program
            changed. In light of these changed circumstances, management and the
            audit committee agreed that recognition of an impairment was
            necessary and recorded an impairment in the amount of $2,797,612 as
            of December 31, 2004.

      2.    In connection with the audit of the Astralis 2005 financial
            statements, Soldinger notified Astralis' management that it needed
            to account for its obligation for penalties that may result from
            registration rights agreements that Astralis had previously entered
            into with Blue Cedar Limited ("Blue Cedar"). Management agreed with

            Soldinger but explained to Soldinger that the penalty had not been
            recognized previously because there was a verbal agreement between
            Astralis and Blue Cedar's representative to waive the penalty.
            Subsequently, when the formal waiver from Blue Cedar was not
            received, Astralis' management accounted for these registration
            rights penalties and determined a liability value which Astralis
            recorded in the 2005 financial statements. Despite management
            believing that it was in agreement with Soldinger and that the
            Company was simply waiting for a written confirmation of a verbal
            agreement, Soldinger has written in its letter that it disagreed
            with Astralis' initial value of the registration rights penalty it
            planned to record as of March 31, 2006 and certain of the underlying
            assumptions used in the calculation.

      3.    In connection with the audit of the Astralis 2005 financial
            statements and Soldinger's SAS 100 review of the Astralis financial
            statements for first calendar quarter of 2006, Soldinger identified
            certain errors in the financial statements that were not initially
            identified by Astralis' internal control over financial reporting.
            Soldinger communicated these items to the audit committee and
            management. Astralis' management maintained that it had effective
            disclosure controls and procedures but conceded that internal
            controls needed to be improved. Due to, among other things, further
            discussions among Astralis' management, audit committee and
            Soldinger, the filing deadline was missed. Because the SEC filing
            was submitted after the filing deadline, management disclosed in its
            Form 10-KSB Annual Report and its Form 10-QSB Quarterly Report for
            the first quarter of 2006 that Astralis' disclosure controls were
            ineffective and that internal controls needed improvement.


      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 hereunto duly authorized.

                                            ASTRALIS LTD.

Date: September 28, 2006                    By: /s/ Michael Garone
                                                Michael Garone
                                                Chief Financial Officer and
                                                Interim President