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, 2000.

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

                         Commission file number: 0-24930


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


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


   3713 S.W. 42nd Avenue, Suite 3, Gainesville, Florida, 32608-6581
 (Address of principal executive offices)              (Zip Code)


                                  352-375-6822
                           (Issuer's telephone number)

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 be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. No.

Applicable only to corporate issuers

As of August 10,  2000, the Company had 3,730,786 outstanding  shares of its
common stock.


Transitional Small Business Disclosure Format
(Check One):
 No.


<PAGE>
Index to Form 10QSB


Part I - FINANCIAL INFORMATION                                          Page

Item 1.  Financial Statements (unaudited)

         Balance Sheet June 30, 2000.......................................4

         Statements of Operations -  Six Months
         Ended June 30, 1999 and June 30, 2000.............................6

         Statements of Cash Flows - Six Months
         Ended June 30, 1999 and June 30, 2000.............................7

         Notes to Financial Statements.....................................9

Item 2.  Management's Discussion and Analysis or Plan
         of Operation.....................................................11

Part II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds........................14

Item 6.  Exhibits and Reports on Form 8-K

(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 3,
                                                                   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......................................16

  (99)      Additional Exhibits........................................None

(b) Reports on Form 8-K:
    None

*   Filed Herewith

Signatures................................................................3


                                       2
<PAGE>

                                    SIGNATURE





         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.



                           CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC.




                                          /s/ C.E. Rick Strattan
                                          -----------------------
                                          C. E. RICK STRATTAN
                                          President, Chief Executive Officer,
                                          Chief Financial Officer





                                       3

<PAGE>


PART I:  FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited)




                                CTD HOLDINGS,INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                     ASSETS
                                                                 June 30, 2000
                                                                 -------------
 CURRENT ASSETS
 Cash and cash equivalents                                       $      3,756
 Accounts receivable                                                   32,616
 Inventory                                                             62,669
 Notes receivable                                                      24,730
 Deferred tax asset                                                    15,000
 Other current assets                                                  31,021
                                                                  -----------
     Total current assets                                             169,792
                                                                  -----------
PROPERTY AND EQUIPMENT, Net                                           425,863
                                                                  -----------
OTHER ASSETS
Intangibles, Net                                                       26,772
Deferred tax asset                                                    180,000
                                                                  -----------
Total other assets                                                    206,772
                                                                  -----------
TOTAL ASSETS                                                      $   802,427
                                                                  ===========
                                  (Continued)

                                     F-1

<PAGE>


                  CTD HOLDINGS, INC.CONSOLIDATED BALANCE SHEET
                                   (unaudited)
                                   (Concluded)


<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                                      June 30,
                                                                        2000
                                                                    -----------
<CAPTION>

                                                                   <C>

<S>

CURRENT LIABILITIES
 Accounts payable and accrued expenses                              $   152,634
 Current portion of long-term debt                                       23,920
 Line of credit                                                           3,711
 Due to shareholder                                                      11,567
                                                                    -----------
                Total current liabilities                               191,832
                                                                    -----------
Long-term debt, less current portion                                    176,833
                                                                    -----------
STOCKHOLDERS' EQUITY
 Class A common stock, par value $.0001 per share,
   9,900,000 shares authorized, 3,730,786 shares issued
   and outstanding;  Class B non-voting common stock, per
   value $.0001 per share, 10,000,000 shares authorized,
   0 shares issued and outstanding                                          373
 Additional paid-in capital                                           1,868,529
 Accumulated deficit                                                 (1,435,140)
                                                                    -----------
     Total stockholders' equity                                         433,762
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   802,427
                                                                    ===========
</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,
                              -----------------------  -----------------------
                                    2000        1999       2000        1999
                              -----------  ----------  -----------  ----------

PRODUCT SALES                 $    55,279  $  181,120  $   236,828  $  273,250

COST OF PRODUCTS SOLD              23,682      13,512       75,891      25,785
                              -----------  ----------  -----------  ----------
GROSS PROFIT                       31,597     167,608      160,937     247,465

CONSULTING SERVICES AND OTHER
OPERATING REVENUE                     -         1,290          -         7,790

SELLING, GENERAL AND              142,399      68,660      285,382     182,833
ADMINSISTRATIVE EXPENSE       -----------  ----------  -----------  ----------

INCOME(LOSS)FROM OPERATIONS      (110,802)    100,238     (124,445)     72,422
                              -----------  ----------  -----------  ----------
OTHER INCOME (EXPENSE)
Investment and other
   income(loss)                       197          75          276       (3003)
Interest expense                   (5,121)       (608)     (11,409)       (874)
                              -----------  ----------  -----------  ----------
   Total other income
     (expense)                     (4,924)       (533)     (11,133)     (3,877)

MINORITY INTERESTS IN
SUBSIDIARY                            -           319          -           319
                              ------------ ----------  -----------  ----------
INCOME (LOSS) BEFORE INCOME
  TAX                            (115,726)    100,024     (135,578)     68,864

INCOME TAX EXPENSE                    -        17,000          -        17,000
                              -----------  ----------  -----------  ----------
NET INCOME (LOSS)             $  (115,726) $   83,024  $  (135,578) $   51,864
                              ===========  ==========  ===========  ==========
NET INCOME (LOSS) PER COMMON
 SHARE                        $     (0.03) $     0.05  $     (0.04) $     0.04
                              ===========  ==========  ===========  ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING      3,655,341   1,522,175    3,567,767   1,383,269
                              ===========  ==========  ===========  ==========


                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,
                                                     --------------------------
                                                        2000           1999
                                                     ----------    ------------
<CAPTION>

<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                   $ (135,578)   $    51,864
                                                     ----------    -----------

 Adjustments  to  reconcile  net  income
  to net cash provided by operating
  activities:
    Depreciation and amortization                        10,806          5,756
    Minority interests in subsidiary                        -             (319)
    Loss on sale of investments                             -            3,122
    Stock issued for services                            15,000         23,656
    Increase in accounts receivable                     (11,352)      (103,734)
    Decrease (increase)in inventory                      22,580        (31,934)
    Decrease (increase)in other current assets           15,000         (5,945)
    Decrease in deferred income taxes                       -           17,000
    Increase in accounts payable and
      accrued expenses                                   93,868         52,214
                                                     ----------    -----------
        Total adjustments                               145,902        (40,184)
                                                     ----------    -----------
    NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                          10,324         11,680
                                                     ----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                    (103,644)       (80,886)
 Repayment of employee loan                              11,259            -
 Proceeds from sale of investment                           -           10,261
                                                     ----------    -----------

    NET CASH USED IN INVESTING ACTIVITIES               (92,385)       (70,625)
                                                     ----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds (payments) on long term debt                   (9,642)        32,494
 Net payments on line of credit                             417            -
 Payments on loan payable to stockholder                 (8,383)           -
 Proceeds from sales of stock                            30,000         35,000
 Payment for stock repurchase                               -           (6,389)
                                                     ----------    -----------

    NET CASH PROVIDED BY FINANCING ACTIVITIES            12,392         61,105
                                                     ----------    -----------
    NET INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                                  (69,669)         2,160

CASH AND CASH EQUIVALENTS, beginning of period           73,425         36,883
                                                     ----------    -----------
CASH AND CASH EQUIVALENTS, end of period             $    3,756    $    39,043
                                                     ==========    ===========
</TABLE>
                                  (Continued)
                                      F-4

<PAGE>



                                CTD HOLDING, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               Increase (Decrease) in Cash and Cash Equivalents
                                  (Unaudited)
                                  (Concluded)
<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                              June 30,
                                                     ------------------------
                                                         2000           1999
                                                     ----------     ---------
<S>                                                  <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest             $   11,409     $     874
                                                     ==========     =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES

Purchase of land, building and equipment with
debt financing                                       $      -       $ 204,756
                                                     ==========     =========
Purchase of rights to intellectual property
with obligation to issue common stock                $      -       $  31,000
                                                     ==========     =========

Stock issued to officer in satisfaction of
bonus accrual                                        $    7,800     $     -
                                                     ==========     =========
Stock issued to consultant for prepaid
public relations services                            $   40,000     $     -
                                                     ==========     =========

Stock issued for rights to intellectual
property                                             $   10,000     $     -
                                                     ==========     =========
</TABLE>

                See Accompanying Notes to Financial Statements

                                     F-5

<PAGE>


                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (Unaudited)

The information  presented herein as of June 30, 2000, and for the three and six
months ended June 30, 2000, and 1999, is unaudited.

(1)   BASIS OF PRESENTATION:

The accompanying  financial  statements  include CTD Holdings,  Inc.,  (formerly
known as Cyclodextrin Technologies Development, 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  required
adjustments) considered necessary for a fair presentation have been included.

Operating  results for the three and six month period's ended June 30, 2000, are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  31,  2000.  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, 1999.

(2)  PRIVATE PLACEMENT OF STOCK:

Beginning in 1999,  the Company  began  offering a total of 1,300,000  shares of
common stock under a private placement  memorandum to expire September 10, 2000.
In 1999,  40,000 shares were sold for $15,000,  less direct  offering costs of $
5,279.  For the six months  ended June 30, 2000,  20,000  shares were sold for $
30,000.

In 1999, the Company also sold 160,000 of common stock for $35,000.

(3) NET LOSS PER COMMON SHARE:

Net 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 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.

(4) COMMITMENTS AND CONTINGENCIES:

In February 2000, the Company entered into a construction  contract to build two
additional mushroom growing houses for $55,510.  This amount has been accrued as
of June 30, 2000.




                                       F-6


<PAGE>



                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (Unaudited)

(4)    COMMITMENTS AND CONTINGENCIES:  (Continued)

On March 1, 2000, the Company entered into a one year public  relation  contract
with a consultant. The Company issued the consultant 200,000 shares of common
stock. The Company valued the shares at $40,000, approximately 50% less than the
bid price on the contract date. The Company recorded a prepaid asset of $40,000,
which is being amortized over one year, the life of the contract.

On April 1, 2000,  the  Company  adopted a stock  bonus  plan for the  Company's
president.  The amount of stock due each month is equal to $5,000 divided by 50%
of the lowest  stock trade  amount for that month.  The  Company  issued  75,566
shares and expensed $15,000 during the three months ended June 30, 2000.

(5) CORPORATE CHANGES:

In April 2000, the Company changed its name to CTD Holdings, Inc. from
Cyclodextrin Technologies Development, Inc.

Also  in  April  2000,  the  Company  effected  a 2 for 1  stock  split  of  its
outstanding common stock.

The  accompanying  financial  statements  and notes have been  restated  for all
periods presented to reflect these changes.

(6) SEGMENTS:

During  the  second  quarter  of 1999,  the  Company  began  cultivating  exotic
mushrooms and herbs. The Company now has two segments, Cyclodextrin products and
mushroom products. Information specific to these two segments follows:

                                         Six Months Ended
                                             June 30,
                 ---------------------------------------------------------------
                            2000                                   1999
                 -----------------------------  --------------------------------

                 Cyclodextrins     Mushrooms         Cyclodextrins     Mushrooms
                 -------------     ---------         -------------     ---------

Sales            $     222,228     $  14,600         $     236,828     $     -

Income (loss)
 from operation  $      32,555     $(157,000)        $      72,422     $     -


                        June 30, 2000
                        -------------

                 Cyclodextrins     Mushrooms
                 -------------     ---------

Total assets     $    425,000      $ 375,000


                                      F-7


<PAGE>

Item 2. Management Discussion and Analysis or Plan of Operation


                     (MD&A) Management Discussion & Analysis
                                 As of 06/30/00
                                   CTDH, Inc.



Management Discussion and Analysis
----------------------------------

Liquidity and Capital Resources
-------------------------------

As of June 30, 2000,  the Company's  working  capital was ($22,040)  compared to
$120,186 at December 31, 1999.  This decrease is  attributable  to a decrease in
sales  resulting in a net loss of ($135,578)  for the six months ending June 30,
2000,  the  construction  of two new  mushroom  grow houses  ($55,000),  and the
development of a new website ($30,000).

The Company  operates two business  segments,  cyclodextrin  products  (CTD) and
mushroom  cultivation (NSME). The Company continues to experience  volatility in
CTD sales. Management believes sales will stabilize to last year's levels during
the remainder of 2000..  CTD's sales are only 19% lower ($273,250 vs.  $222,218)
than the same six month period last year. With the return of CTD sales to normal
levels  and  increased  revenue  from  NSME  sales  for the  remainder  of 2000,
management expects liquidity to improve.

The Company has begun an analytical study of the ingredients in its Shiitake and
Reishi  mushrooms.  The goal of these studies is to prove the existence in these
extracts  of  certain  natural  ingredients  that are  known  to have  medicinal
properties.  From that  point,  complexes  with  CD's will be made and  clinical
trials will be started, contingent on the availability of the necessary funds.

The  Company is in the first year of a two year  extension  of its lease for its
existing 3000 square-foot office and lab facility. Rent for the space remains at
just under $2000 per month.  The Company  hopes to move from this  facility into
the building on its newly purchased  property some time in the fourth quarter of
this year. The timing of that move will depend on the  availability / allocation
of funds  necessary to complete the needed  renovations.  The Company intends to
sublet its existing space when that move is completed,  certainly before the end
of the two year extension, November, 2001.

In keeping with its commitment to use the Internet as its major  advertising and
public  relations  outlet,  the Company has entered into an  agreement  with its
current,  local ISP and Web Site managing  company,  Livewire,  to significantly
upgrade its  current  Web Site.  The Company has created an asset of $30,000 for
this upgrade,  which includes substantial  cosmetic and operational  alterations
and expansion of the revenue producing databases.

In early May of this year,  the Company  responded to  increased  demand for its
stock by  authorizing  and  implementing  a 2 for 1 forward  split of its common
stock  (May 1 - date of  record;  May 20 - pay  date;  May 22 -  execute  date).
Management  believes  that this action is a good way to begin to  alleviate  the
mechanical  trading  problem  of too small a float in the  market of its  common
stock.   Management   believes  that  an  increase  in  the   Company's   market
capitalization  will  enhance  the  probability  of  the  Company's  success  in
acquiring other  companies,  implementing one part of its strategic plan to file
for NASDAQ listing in the fourth quarter of this year.

To further  enhance the  successful  implementation  of its strategic  plan, the
Company changed the name of Cyclodextrin Technologies  Development,  Inc. to CTD
Holdings,  Inc.  (CTDH).  The  Company  created a new  subsidiary,  Cyclodextrin
Technologies  Development,  Inc.  (CTD) to  operate  its  cyclodextrin  business
entity.  The Company's other  subsidiary,  Natural Spirit Mushroom  Enterprises,
Inc. (NSME) operates a mushroom cultivating farm.  The resulting holding company
structure will facilitate the legal  implementation  of future  acquisitions and
stock transactions.

                                       1

<PAGE>


Results of Operations
---------------------

Sales of cyclodextrin 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 unrelated companies and expand its line of manufactured products. During the
last  quarter of 1999,  the Company  began the start up of a mushroom  farm that
will  provide  future  products  for the rapidly  expanding  $5 billion  natural
medicinals industry,  thereby diversifying its revenue base into an even greater
number of manufactured products.

The Company has completed the start-up phase of its natural  medicinals  venture
at the newly acquired 40-acre farm in High Springs,  FL. Through its subsidiary,
Natural Spirit Mushroom  Enterprises,  Inc. (NSME), the company has successfully
established a growing sales base for its edible exotic mushrooms.  In the second
quarter  of 2000,  NSME sold more than  $7,000  of  certified  organic  Shiitake
mushrooms  and produce,  matching its first quarter  sales.  At the end of July,
NSME had one of two new grow  houses  on line for a total of three;  the  fourth
grow house will become  operational  in early  August.  The added  capacity will
allow the Company to produce  2,000 lbs.  per month of  mushrooms  by the end of
2000.  Based on the great demand for edible mushrooms that NSME is experiencing,
management  believes quickly  increasing  growing capacity will be rewarded with
increased sales.

Total product sales  decreased  $126,270  ($181,549 vs.  $55,279) from the first
quarter of 2000.  Sales for the six months ended June 30, 2000 were $36,422 less
than sales for the six months ended June 30, 1999 ($236,828 vs.  $273,250).  The
primary cause of this decrease is the historical  volatility seen with the CTD's
sales.  This decrease  does not exceed the levels of volatility  seen before for
CTD.  Currently,  the NSME subsidiary's  quarterly sales are small ( $7,000) and
were  essentially  the same in the first and second  quarter of 2000.  As NSME's
contribution to sales  increases,  the Company expects to see less volatility in
quarter to quarter sales volume.

Product sales of CTD are primarily to large  pharmaceutical  and food  companies
for  research  and  development  purposes.  Sales of both  products and services
continue to be concentrated among a few large customers.

Sales  of  NSME  products  are  currently  to  local   restaurants  and  produce
distributors.  The demand by these  users will exceed  NSME's  ability to supply
them for the  immediate  future.  Even so, NSME is beginning  to  introduce  its
products to national distributors and larger supermarkets.  NSME is also selling
its exotic  mushrooms  through an Internet portal at  www.mushroomshoppe.com  to
high-end customers such as 5-star restaurants.

The  company's  gross profit  margin  (GPM)  decreased to 67% for the six months
ending June 30,  2000,from 90% for the six months  ending June 30,  1999..  This
decrease is due to a combination  of a change in the Company's  product mix from
1999 to 2000, and as a result of lower margins on the NSME products. The Company
does not expect its GPM to  decrease  below 50% for the  remainder  of 2000 as a
result of these changes..  SG&A expenses did not significantly change ($ 142,399
vs. $ 143,183) from the first quarter 2000 to the second quarter 2000.  SG&A for
2000 is up  significantly  compared  to 1999  due to the  addition  of the  NSME
operations  at the end of 1999.  The company  expects  this level of expenses to
decrease  as the NSME  subsidiary  moves out of the  start-up  phase into a more
efficient  manufacturing  phase;  but,  these  expenses  are  expected  to again
increase to support the expected  growth in production  and sales at NSME by the
fourth quarter.  Management  intends to use the existing levels of expenses as a
not-to-exceed  target for future  growth of  subsidiaries  and  addition  of new
subsidiaries.

                                       2

<PAGE>

The  Company's  operating  loss for the three  months  ended  June 30,  2000 was
$115,726  compared to the loss of $19,851 for the three months  ending March 31,
2000. The increase in the loss is due to the  significant  drop in sales for the
quarter experienced by the CTD subsidiary.  The Company had a loss of ($135,578)
for the six months ended June 30, 2000 compared to net income of $51,864 for the
six  months  ended  June 30,  1999.  The  primary  reason  for the  decrease  in
profitability is due to the start-up of the NSME operations beginning at the end
of 1999.  Management has moved NSME out of the start-up phase into the operating
phase and will begin reducing expenses to a level necessary to support efficient
operations;   combined  with  increased  revenues  from  greater  production  of
mushrooms,  management intends to reduce NSME's losses  substantially during the
remainder of 2000 to a level that will permit CTDH to be profitable.  By the end
of 2000  management  expects NSME to add to the company's  profitability  at the
rate of about $ 5,000 per month.

The Company will  continue to introduce  new products  through its  subsidiaries
that will enhance profitability;  and it will continue to implement its strategy
of creating or acquiring  operational  affiliates and/or  subsidiaries that will
use CD's in herbal  medicines,  waste-water  remediation,  pharmaceuticals,  and
foods.

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  statement.  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;
production and pricing levels of important raw materials;  and  difficulties  or
delays in the  development,  production,  testing  and  marketing  of  products;
product margins and customer product acceptance.





                                       3

<PAGE>
PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

All common  shares of the Company were  doubled  pursuant to a two for one stock
split  effective May 1, 2000.  From March 31, 2000, to June 30, 2000,  President
C.E.  Rick  Strattan  was issued  75,566  shares  valued at more than $10,000 as
compensation.  Twenty thousand common shares were sold to Chris Kent, and 40,000
common  shares were sold to George Fails for $.50 per share.  On April 24, 2000,
the Company issued 200,000 common shares to Randy McAtee in consideration of his
services  provided  pursuant to the Public Relations  Service  Agreement entered
into  with the  Company  on March 1,  2000.  All  share  certificates  contained
restricted  legends.   All  shares  were  issued  pursuant  to  exceptions  from
registration under Section 4(2) of the Securities Act of 1933.


                                       14

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

                                     None.




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