SECURITIES AND EXCHANGE COMMISSION
                        Washington, D. C.   20549
                               FORM 10-QSB


__X__ Quarterly Report Under Section 13 or 15(d) of The Securities  Exchange Act
of 1934 for the Quarterly Period Ended: March 31, 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: 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.)

   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) 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 May 1, 2002, the Company had outstanding 4,791,220 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)

<TABLE>
<CAPTION>

                                     ASSETS

                                                                March 31, 2002
                                                                --------------
<S>                                                               <C>
CURRENT ASSETS

 Cash and cash equivalents                                        $   43,457
 Accounts receivable                                                  79,547
 Inventory                                                            29,224
 Note receivable                                                       7,974

                                                                     --------
     Total current assets                                            160,202


PROPERTY AND EQUIPMENT, NET                                          337,749


OTHER ASSETS

 Intangibles, net                                                      3,439

                                                                    --------


TOTAL ASSETS                                                       $ 501,390
                                                                   =========
</TABLE>
<PAGE>


                                   (Continued)

                                       F-1


<PAGE>



                                CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                   (Concluded)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                 March 31, 2002

                                                                 --------------
<S>                                                                   <C>
CURRENT LIABILITIES
 Accounts payable and accrued expenses                            $  119,659
 Current portion of long-term debt                                     8,199
 Line of credit                                                       19,142
                                                                    ---------
Total current liabilities                                         $  147,000
                                                                    ---------

LONG-TERM LIABILITIES
 Long-term debt, less current portion                                159,398
 Stockholder loan                                                    110,680
                                                                  ----------
Total long-term liabilities                                       $  270,078
                                                                                                  ----------
STOCKHOLDERS' EQUITY
 Class A common stock, par value $ .0001 per share, 9,900,000 shares authorized,
  4,791,220 shares
  issued and outstanding                                                 480


 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                                        1,954,498
 Accumulated deficit                                              (1,870,666)

                                                                 -----------

     Total stockholders' equity                                       84,312

                                                                 -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  501,390
                                                                 ===========

</TABLE>
<PAGE>

                See Accompanying Notes to Financial Statements.


                                       F-2


<PAGE>



                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended
                                                             March 31,
                                                  -----------------------------

                                                       2002            2001

                                                  --------------   ------------
<S>                                                    <C>              <C>
PRODUCT SALES                                     $   195,849      $   88,040

COST OF PRODUCTS SOLD                                  35,091          11,694
                                                  -----------         ---------

GROSS PROFIT                                          160,758          76,346


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES           63,416          74,678
                                                  -----------         ---------
INCOME FROM OPERATIONS                                 97,342           1,668
                                                  -----------         ---------
OTHER INCOME (EXPENSE)

 Investment and other income                              375           2,353
 Interest expense                                      (8,434)        (14,148)
 Loss on disposal of equipment                        (35,678)           -

                                                  -----------         ---------
     Total other income (expense)                     (43,737)        (11,795)
                                                  -----------         ---------

NET INCOME (LOSS) FROM CONTINUING OPERATIONS           53,605         (10,127)

LOSS FROM DISCONTINUED OPERATIONS                         -           (17,531)
                                                  -----------        ---------


NET INCOME (LOSS)                                      53,605         (27,658)

                                                  ===========         =========
NET INCOME (LOSS) PER COMMON SHARE
  From continuing operations                             (.01)             -
  From discontinued operations                             -             (.01)
                                                  -----------        ----------
    Net income (loss) per common share                   (.01)           (.01)
                                                  ===========        ==========

WEIGHTED AVERAGE NUMBER OF COMMON

 SHARES OUTSTANDING                                 4,791,220        3,991,220

                                                  ==========         ==========

</TABLE>
<PAGE>


                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>

                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------

                                                         2002            2001

                                                     ------------  ------------
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                                    $  53,605    $   (27,658)

                                                     ------------  ------------
 Adjustments  to reconcile  net income (loss) to net cash provided by (used for)
operating activities:


   Loss on disposal of equipment                          35,678              -
   Depreciation and amortization                           6,189          8,711
  (Increase)in accounts receivable                       (53,787)       (33,347)
   Decrease in inventory                                   2,741          5,374
   Decrease in other current assets                        1,305          6,670
   Increase (decrease) in accounts payable and
    accrued expenses                                     (32,731)        19,449

                                                      -----------    -----------

        Total adjustments                                (40,605)         6,857

                                                      ----------    ------------
    NET CASH PROVIDED BY (USED FOR) OPERATING

     ACTIVITIES                                           13,000        (20,801)

                                                       ---------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of equipment                                    (2,820)          -
 Repayment of note receivable                              2,482          2,463
 Proceeds from sale of equipment                          10,300          -

                                                       ----------    ----------
    NET CASH PROVIDED BY

     INVESTING ACTIVITIES                                  9,962          2,463

                                                       ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES

 Payment on line-of-credit                                  (489)        (2,031)
 Payment on notes payable                                 (1,991)        (6,697)
 Proceeds from stockholder loan                           14,785         21,628

                                                     ------------  ------------
    NET CASH PROVIDED BY FINANCING
     ACTIVITIES                                        12,305         12,900

                                                     ------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      35,267         (5,438)

CASH AND CASH EQUIVALENTS, beginning of period             8,190         16,690

                                                     ------------  ------------

CASH AND CASH EQUIVALENTS, end of period              $   43,457     $   11,252
                                                     ============  ============

</TABLE>


<PAGE>                             (Continued)


                                       F-4

                                CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               Increase (Decrease) in Cash and Cash Equivalents

                                   (Unaudited)

                                   (Concluded)

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------

                                                        2002           2001

                                                     ------------  ------------

<S>                                                       <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest             $   5,391       $    7,638

                                                     ============  ============


</TABLE>
<PAGE>


                See Accompanying Notes to Financial Statements.

                                       F-5


<PAGE>




                                CTD HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (Unaudited)



The information  presented herein as of March 31, 2002, and for the three months
ended March 31, 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  required
adjustments) considered necessary for a fair presentation have been included.

Operating  results for the three month  period  ended  March 31,  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) GOING CONCERN:

The Company  incurred a net loss for the years ended December 31, 2001 and 2000,
and as of December 31, 2001,  the  Company's  current  liabilities  exceeded its
current  assets by $102,544.  Those  factors,  create an  uncertainty  about the
Company's  ability to continue as a going concern.  Management of the Company is
reducing expenses and attempting to increase revenues to return the Company to a
profitable position. Additionally,  management is working with creditors to work
out agreeable payment plans, until the cash flow position improves.  The ability
of the  Company to  continue  as a going  concern is  dependent  on the  Company
achieving these plans.  The financial  statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

(3) 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.

<PAGE>


                                       F-6


<PAGE>


                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

(4)      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 December 31, 2001.

(5)      INCOME TAXES

The Company  recorded no income tax expense for the three months ended March 31,
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

Management Discussion and Analysis

Liquidity and Capital Resources

As of March 31, 2002,  the  Company's  working  capital was $13,202  compared to
($201,105)  a year ago and  ($102,544)  at December 31,  2001.  Working  capital
continued  to improve and became  positive  this quarter  because of  continuing
strong sales resulting in profitability  in the face of tight expense  controls.
By maintaining  stringent expense reduction  policies and concentrating on sales
of cyclodextrins by CTDI,  management  expects  liquidity to continue to improve
with profitability.

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,  which is expected to cost $4,000.  By  increasing
its catalog of CD products  from 64 items to 154 items and  improving  access to
its databases,  the Company expects to strengthen its leadership position in the
expanding CD Industry.

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.  Product
sales of CTD are  primarily  to large  pharmaceutical  and  food  companies  for
research and development purposes.

During 2001, the Company  discontinued its mushroom farming operations,  greatly
reducing its overhead and operation expenses.  The Company also relocated from a
leased facility to its own building, further reducing expenses.

The  Company  expects  to  continue  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 first quarter of 2002,
five customers  represented 86% of sales.  For the year ended December 31, 2001,
three customers  represented 63% of total sales in 2001. This diversification in
customers will continue to stabilize the Company's revenue.

Total product sales for the first quarter of 2002 were $195,849,  an increase of
122% from 2001 sales of $88,040 for the same period.  This change is due in part
to the normal  volatility of the Company's sales, and in part to market reaction
to new FDA approvals of food and pharmaceutical products containing CD's.

                                        8
<PAGE>

The  Company's  gross  profit  margin  of 82% for the first  quarter  of 2002 is
comparable  to the 87% effort for the same period in 2001.  The Company  expects
its gross profit margin in 2002 to remain consistent.

The Company's  SG&A  expenses  decreased to $63,416 in the first quarter of 2002
from  $74,978 in the same  period of 2001.  With the  greatly  reduced  expenses
maintained  in 2001,  management  has improved the  financial  condition for the
Company to begin 2002. Management will continue to hold expenses to a minimum in
2002.  With  expenses in check,  management  has  positioned  itself to maintain
profitability even if the expected summer slow-down in CD sales occurs. However,
the Company to date has seen no signs of such a slow-down.

The  Company  incurred  a  $35,678  loss  from  the sale of  certain  laboratory
equipment  during the first quarter of 2002. In addition to generating  cash for
the Company,  the sale of this  equipment will further  reduce  maintenance  and
depreciation expense associated with the sold equipment.

The Company and its  subsidiaries  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 keeping  with its  commitment  to utilize the full power of the Internet as a
major  advertising  and public  relations  outlet,  the  Company  is  allocating
approximately  $4000 more to improve its Web Site further in the second  quarter
of 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

                                          9

<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 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

  (99)      Additional Exhibits                                         None

(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
-----------------------------                        May 2, 2002
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer