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, 2002.

____ Transition Report Under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 for the Transition Period From ____ to ____

Commission file number: 000-25466

                             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:        3713 SW 42nd Avenue, Gainesville, Florida, 32608

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

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years

Check whether the registrant filed all documents and reports required to befiled
by  Section  12,  13 or 15  (d) of  the  Exchange  Act  after  the  distribution
ofsecurities under a plan confirmed by a court. No.

Applicable only to corporate issuers
<PAGE>

As of November 12, 2002,  the Company had  4,791,220 outstanding  shares of its
common stock.

Transitional Small Business Disclosure Format
(Check One):

 No.
<page>

PART I:  Financial Information

                                CTD HOLDINGS INC.
                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)


                                                            September 30, 2002
                                                              --------------
CURRENT ASSETS
 Cash and cash equivalents                                         $    76,660
 Accounts receivable                                                    49,152
 Inventory                                                              74,176
 Notes receivable                                                        7,919
                                                                  ------------
     Total current assets                                              207,907


PROPERTY AND EQUIPMENT, net                                            341,123


OTHER ASSETS
     Intangibles, net                                                    3,369
                                                                  ------------
TOTAL ASSETS                                                       $   552,399
                                                                  ============

                                   (continued)

                                       F-1

<PAGE>


                               CTD HOLDINGS, INC.
                              CONSOLIDATED BALANCE SHEET

                                      (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                 September 30,
                                                                      2002
                                                             ------------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses                            $     63,848
 Current portion of long-term debt                                       8,199
                                                                 -------------
    Total current liabilities                                           72,047


LONG-TERM LIABILITIES
  Long-term debt, less current portion                                 154,601
  Stockholder loan                                                     100,284
                                                                 -------------
      Total long-term liabilities                                      254,885
                                                                 -------------


STOCKHOLDERS' EQUITY
 Class A  common  stock,  par  value  $  .0001  per  share,
 100,000,000  shares   authorized,  4,791,220  shares  issued
 and  outstanding;  Class B  non-voting common stock, par
 value $ .0001 per share, 10,000,000 shares authorized,
 0 shares issued and outstanding                                           480

 Additional paid-in capital                                          1,954,498
 Accumulated deficit                                                (1,729,511)
                                                                 --------------
     Total stockholders' equity                                        225,467

                                                                 --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $    552,399
                                                                 ==============

                See Accompanying Notes to Financial Statements

                                       F-2

<PAGE>


                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited
<TABLE>
<CAPTION>

    <S>                                  <C>          <C>               <C>           <C>

                                          Three Months Ended               Nine Months Ended
                                           September 30,                    September 30,
                                      ------------------------           ----------------------
                                          2002          2001                2002        2001
                                      ----------     ----------          ----------  ----------
PRODUCT SALES                         $  136,711     $   61,262           $  463,555 $  234,043

COST OF PRODUCTS SOLD                     10,131          4,899               71,018     22,788
                                      ----------     ----------           ----------  ----------
GROSS PROFIT                             126,580         56,363              392,537    211,255

SELLING, GENERAL AND                      48,151         74,892              168,325    213,575
ADMINISTRATIVE EXPENSE
                                      ----------     ----------           ----------  ----------
INCOME (LOSS) FROM OPERATIONS             78,429        (18,529)             224,212     (2,320)
                                      ----------     ----------           ----------  ----------

OTHER INCOME (EXPENSE)
Interest expense                          (4,728)        (3,771)             (20,039)   (25,454)
Gain (loss) on disposal
   of equipment                            1,578             -               (24,100)         -
Other                                     13,205            572               14,688      3,376
                                      ----------      ----------          ----------  ----------

   Total other income (expense)           10,055         (3,199)             (29,451)   (22,078)
                                     -----------      ----------          ----------  ----------
Net income (loss) from continuing
  operations                               -            (21,728)             194,761    (24,398)

Loss from discontinued operations          -            (11,072)                 -      (35,974)
Impairment allowance on assets of
  discontinued operations                  -            (20,113)                 -      (20,113)
                                     -----------      ----------          ----------  ---------
NET INCOME (LOSS)                       $ 88,484       $(52,913)          $  194,761  $ (80,485)
                                     ===========      ==========          ==========  ==========

NET INCOME (LOSS) PER COMMON SHARE

From continuing operations              $     02       $   (.01)          $      .04  $    (.01)
From discontinued operations            $      -       $   (.01)          $        -  $    (.01)
                                     -----------      ----------          ----------  ----------
     Total income (loss) per share      $    .02       $   (.02)          $      .04  $    (.02)
                                     ===========      ==========          ==========  ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING              4,791,220      4,753,720            4,791,220  4,272,239
                                     ===========      ==========          ==========  ==========
</TABLE>

 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>
             <S>                                       <C>             <C>

                                                         Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                        2002            2001
                                                     ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                                   $    194,761  $   (80,485)
                                                     ------------  ------------
 Adjustments to reconcile  net income  (loss) to
     net cash  provided by (used in)operating activities:

  Depreciation and amortization                            17,943       38,036
  Loss on disposal of equipment                            24,100          -
  Stock issued for services                                   -         56,077
  Increase in accounts receivable                         (23,392)     (11,281)
  Decrease (increase) in inventory                        (42,211)       9,137
  Decrease in other current assets                          1,305        4,286
  Decrease in accounts payable
   and accrued expenses                                   (88,542)     (44,951)
                                                     ------------  ------------
        Total adjustments                                (110,797)      51,304
                                                     ------------  ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        83,964      (29,181)
CASH FLOWS FROM INVESTING ACTIVITIES                 ------------  ------------

 Purchase of property and equipment                       (17,878)      (3,595)
 Repayment of employee loan                                 2,537        7,358
                                                     ------------   -----------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                     (15,341)       3,763
                                                     ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES

 Payments on long-term debt                                (6,788)     (15,718)
 Net payments on line-of-credit                           (19,631)      (4,772)
 Net proceeds from stockholder loan                         4,389       34,162
 Proceeds from sale of equipment                           21,877          -
                                                     ------------  ------------
NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                       (153)      13,672

     ------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       68,470      (11,746)

CASH AND CASH EQUIVALENTS, beginning of period              8,190       16,690
                                                     ------------  ------------
CASH AND CASH EQUIVALENTS, end of period             $     76,660   $    4,944
                                                     ============  ============
</TABLE>

                                   (Continued)

                                       F-4

<PAGE>

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

<TABLE>
<CAPTION>

                                                         Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                        2002            2001
                                                     ------------  ------------
<S>                                                  <C>                <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                               $    20,039        25,454
                                                     ============  ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES

Stock issued to officer for compensation             $        -    $     56,077
                                                     ==========    ============

</TABLE>

                See Accompanying Notes to Financial Statements

                                       F-5

<PAGE>

                               CTD HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                  (Unaudited)

The information presented herein as of September 30, 2002, and for the three and
nine months ended September 30, 2002, and 2001, is unaudited.

(1)   BASIS OF PRESENTATION:

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

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

Operating results for the three and nine month periods ended September 30, 2002,
are not necessarily  indicative of the results that may be expected for the year
ending  December  31,  2002.  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, 2001.

(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 "Earnings
Per Share" (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)    DISCONTINUATION OF MUSHROOM FARMING OPERATIONS:

During the first quarter of 2001, the Company  discontinued its mushroom growing
operation.  In accordance with Statement of Financial  Accounting  Standards No.
121  "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed Of," the Company reviewed the long-lived assets related to
the mushroom farming  operation to determine if the carrying value of the assets
may not be recoverable. When an impairment is identified, the Company recognizes
a loss for the difference between the carrying amount and the estimated value of
the asset.  The fair values of the assets evaluated were based on an estimate of
discounted  cash flow analysis or recent sales  information  of similar  assets.
During 2001,  the Company  determined  there was an  impairment  in the carrying
value of goodwill and other  intangible  assets related to the mushroom  farming
operations.  Therefore,  the Company  recorded a  write-down  of $20,113,  which
reduced the carrying value to zero at September 30, 2001.

(4) INCOME TAXES:

The Company  recorded  no income tax expense for the three or nine months  ended
September  30,  2002  due to the  availability  of a net  operating  loss  carry
forward.

                                                                             F-7

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

Liquidity and Capital Resources

As of September 30, 2002, the Company's working capital was $135,860 compared to
$54,074 in the previous  quarter and  ($102,544)  at December 31, 2001.  Working
capital  continued  to improve,  and  increased  again this  quarter  because of
increasing  profitability.  By maintaining  stringent expense reduction policies
and concentrating on sales of cyclodextrins (CD), management expects to maintain
liquidity  at  this  level  though  the end of 2002  as a  result  of  continued
profitability. However, the sustained increase in sales levels have required the
Company to significantly  increase  inventory levels and may result in increased
operating  expenses  needed to maintain  the higher  level of sales.  Management
believes it can maintain profitability even with these increases.

In keeping with its commitment to use the Internet as its major  advertising and
public  relations  outlet,  the  Company  continues  to improve  and upgrade its
website. By increasing its catalog of CD products from 64 items to 154 items and
improving  access to its  databases,  the  Company has indeed  strengthened  its
leadership position in the expanding CD Industry.

Results of Operations

Sales of CD and related manufactured complexes are historically highly volatile.
In  efforts to offset  this  volatility,  the  Company  continues  to expand its
revenue producing activities in CD related research and development services for
new customers and expand its line of manufactured products. Product sales of the
Company are primarily to large  pharmaceutical  and food  companies for research
and development purposes.  Because of its leadership role over the past 10 years
in CD  technology,  the  Company  is  beginning  to enjoy  substantial  sales to
companies doing clinical trials with CD's.

The Company will continue to carefully manage its expenses,  but does not expect
to see further  large  reductions  in expenses;  and may see increases in future
periods necessary to support the increases sales levels.

The Company  continues  to reduce its  dependency  on a few major  customers  by
expanding its product line and capitalizing on the exposure from its website and
general growth in the CD market.  For the nine months ended  September 30, 2002,
the Company had 4 customers  that  accounted for 75% of the  year-to-date  sales
compared to 3 customers  that  accounted for 63% of the Company's  sales for the
same period in 2001.  This  increase in the number of major  customers (= 10% of
sales) customers will continue to stabilize the Company's revenue.

Total product sales for the third quarter of 2002 were $136,711,  about the same
as sales for the second  quarter of 2002,  but more than  doubling  sales of the
third quarter 2001  ($61,262).  These increased sales levels for 2002 are due in
large part to market  reaction to new FDA  approvals of food and  pharmaceutical
products  containing  CD's;  with new  approvals  expected to continue  for many
years.

The  Company's  gross  profit  margin  for the third  quarter  of 2002 was 92.5%
compared to 92.0% reported for the same period in 2001. The Company  expects its
gross  profit  margin  for 2002 to be  approximately  85%,  which is within  its
historical range.

The Company's  SG&A  expenses  decreased to $48,151 in the third quarter of 2002
compared to $56,758 from the second quarter of 2002. This is a 36% decrease from
SG&A expense of $74,892 for the third  quarter of 2001,  which shows the effects
of management's continued emphasis on expense reduction. With expenses in check,
management has positioned  itself to maintain  profitability  even if a year-end
slow-down  in CD sales  occurs.  However,  the  Company  does not  anticipate  a
reduction of sales in the near term.

As part of its expense reduction  efforts,  the Company sold certain  laboratory
equipment   during  2002.  The  sale  of  this  equipment  will  further  reduce
maintenance and depreciation expense associated with the sold equipment.

The  Company  will   continue  to  introduce  new  products  that  will  enhance
profitability  and continue to  implement  its strategy of creating or acquiring
operational  affiliates  and/or  additional  subsidiaries  that will use CD's in
herbal  medicines,  waste-water  remediation,  pharmaceuticals,  and foods.  The
Company  also  intends  to  pursue   exclusive   relationships   with  major  CD
manufacturer(s)  and  specialty  CD  labs  to  distribute  their  products.   In
September,  the Company became the exclusive  North American  distributor  for a
major European CD products manufacturer.

In keeping  with its  commitment  to utilize the full power of the Internet as a
major advertising and public relations outlet, the Company anticipates  spending
an additional  $2000-$5000 to improve its Web Site further in 2002. The Web Site
continues to reinforce  CTD's role as the  best-known CD technology  provider in
the world.

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  and  mushrooms;  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 6.   Exhibits and Reports on Form 8-K

None.

(a) Exhibits

Exhibit     Description                                                 Page

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

   (4)      Instruments defining the Rights of Security Holders         None

  (10)      Material Contracts                                         None

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

  (15)      Letter re: Unaudited Interim Financial Information          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

  (27)      Financial Data Schedule

  (99)      Additional Exhibits                                         None
   99.1     Certification of CEO and CFO                                *

* Filed herewith

(b) Reports on Form 8-K:
         None
                                  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.

                                                    DATE

/s/ C.E. "Rick" Strattan
-----------------------------                    November 14, 2002
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer