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, 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 August 13, 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
                                        3

PART I:  FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited)




                                CTD HOLDINGS,INC.
                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                     ASSETS

                                                                 June 30, 2002
                                                                 -------------
 CURRENT ASSETS
 Cash and cash equivalents                                       $    26,602
 Accounts receivable                                                 100,464
 Inventory                                                            37,926
 Note receivable                                                       7,920
                                                                    ------------
     Total current assets                                            172,912

PROPERTY AND EQUIPMENT, Net                                          347,195

OTHER ASSETS
Intangibles, Net                                                       3,369
                                                                  -----------
TOTAL ASSETS                                                      $  523,476
                                                                  ===========
                                   (Continued)

                                       F-1

<PAGE>






                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

                                   (Concluded)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                        June 30,
                                                                          2002

                                                                    -----------



           <S>                                                          <C>

CURRENT LIABILITIES
 Accounts payable and accrued expenses                              $  110,639
 Current portion of long-term debt                                       8,199
                                                                    -----------
                Total current liabilities                              118,838
                                                                    -----------
Long-term Liabilities

   Long-term debt, less current portion                                157,370
   Stockholder loan                                                    110,284
                                                                    -----------
     Total long-term liability                                         267,654
                                                                    -----------
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                                                (1,817,994)
                                                                    -----------
     Total stockholders' equity                                        136,984
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $  523,476
                                                                    ===========
</TABLE>


                See Accompanying Notes to Financial Statements

                                       F-2

<PAGE>





                               CTD HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>


                                 Three Months Ended         Six Months Ended
                                       June 30,                 June 30,
                              -----------------------  -----------------------
                                    2002        2001       2002        2001
                              -----------  ----------  -----------  ----------
        <S>                         <C>         <C>          <C>         <C>

PRODUCT SALES                 $   130,995  $   84,814  $   326,844  $  176,996

COST OF PRODUCTS SOLD              25,796       6,195       60,887      22,300
                              -----------  ----------  -----------  ----------
GROSS PROFIT                      105,199      78,619      265,957     154,696

SELLING, GENERAL AND               56,758      64,043      120,174     138,452
ADMINISTRATIVE EXPENSES       -----------  ----------  -----------  ----------

INCOME FROM OPERATIONS             48,441      14,576      145,783      16,244
                              -----------  ----------  -----------  ----------
OTHER INCOME (EXPENSE)
   Investment and other

   income                           1,108         451        1,483       2,804
 Interest expense                  (6,877)     (7,535)     (15,311)    (21,683)
 Gain (Loss) on disposal
     of equipment                  10,000           -      (25,678)           -
                              -----------   ----------   ----------  ----------

     Total other income

     (expense)                      4,231      (7,084)     (39,506)    (18,879)
                              -----------   ----------  -----------  ----------

NET INCOME (LOSS) FROM
 CONTINUING OPERATIONS             52,672       7,492      106,277      (2,635)

LOSS FROM DISCONTINUED
 OPERATIONS                             -      (7,406)           -     (24,937)
                              -----------   ----------  -----------  ----------

NET INCOME (LOSS)             $    52,672  $       86  $   106,277  $  (27,572)
                              ===========   ==========  ===========  ==========
NET INCOME (LOSS) PER COMMON
 SHARE

   From continuing operations $       .01  $       -  $       .02  $     -
   From discontinued
   operations                          -           -            -        (0.01)                                          -----------
----------  -----------  ----------
       Net income (loss) per
         share                $       .01  $       -  $       .02  $     (0.01)
                              ===========  ==========  =========== ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING      4,791,220   4,063,720    4,791,220   4,027,470
                              ===========  ==========  ===========  ===========

</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>                                                 Six Months Ended
                                                              June 30,
                                                     --------------------------
                                                        2002           2001
                                                     ----------    ------------
             <S>                                         <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                   $  106,277    $   (27,572)
                                                     ----------    -----------
 Adjustments  to reconcile  net income  (loss) to net cash provided by (used in)
  operating activities:

       Depreciation and amortization                     11,870         17,132
      Loss on disposal of equipment                      25,678             -
      Increase or decrease in:
       Accounts receivable                              (74,704)       (58,702)
       Inventory                                         (5,961)         9,649
       Other current assets                               1,305          3,617
       Accounts payable and accrued expenses             (41,751)      (14,100)
                                                     ------------   -----------
        Total adjustments                                (83,563)      (42,404)
                                                     ------------   -----------
    NET CASH PROVIDED BY (USED IN) OPERATING
         ACTIVITIES                                       22,714       (69,976)
                                                     ------------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                      (17,877)      ( 2,486)
 Repayment of note receivable                              2,536         4,913
                                                      -----------   -----------
    NET CASH PROVIDED BY (USED IN) INVESTING
         ACTIVITIES                                      (15,341)        2,427
                                                      -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on long-term debt                               (4,019)      (13,806)
 Net proceeds (payments) on line of credit               (19,631)       (3,705)
 Net proceeds (payments) on loan payable to stockholder   14,389        69,010
 Proceeds from sales of equipment                         20,300            -
                                                     ------------   -----------
    NET CASH PROVIDED BY FINANCING ACTIVITIES             11,039        51,499
                                                     ------------   -----------
    NET INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                                    18,412       (16,050)

CASH AND CASH EQUIVALENTS, beginning of period             8,190        16,690
                                                     ------------   -----------
CASH AND CASH EQUIVALENTS, end of period             $    26,602   $       640
                                                     ============   ===========
</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,

                                                     ------------------------
                                                         2002           2001
                                                     ----------     ---------
                <S>                                       <C>           <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                               $   15,311      $ 21,683
                                                     ==========     =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES

Stock issued to officer for compensation             $        -      $ 44,687
                                                     ==========     =========

</TABLE>

                See Accompanying Notes to Financial Statements

                                       F-5

<PAGE>





                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

                                   (Unaudited)

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

(1)   BASIS OF PRESENTATION:

The accompanying financial statements include CTD Holdings, Inc. and its
Subsidiaries  (the Company).  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 periods ended June 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 (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.



                                       F-7
<PAGE>


                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (Unaudited)
                                   (Concluded)

(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 December 31, 2001.

(4)      INCOME TAXES
The Company  recorded  no income tax  expense for the three or six months  ended
June 30, 2002 due to the availability of a net operating loss carry forward.



                                       F-8
<PAGE>

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



Management Discussion and Analysis

Liquidity and Capital Resources

As of June 30,  2002,  the  Company's  working  capital was $54,074  compared to
$13,202 in the previous  quarter and  ($102,544)  at December 31, 2001.  Working
capital  continued to improve,  and increased this quarter because of increasing
profitability.   By  maintaining   stringent  expense  reduction   policies  and
concentrating on sales of cyclodextrins  (CD),  management  expects liquidity to
continue to improve throughout 2002 as profitability is maintained.

In keeping with its commitment to use the Internet as its major  advertising and
public  relations  outlet,  the  Company's  upgrade of its Website was completed
early in the  quarter  at a cost of  $4000.  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 CTD
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.

No financial ripples from the discontinued  mushroom  operation were realized in
the second quarter.  The Company will continue to carefully manage its expenses,
but  does  not  expect  to see as  large  reductions  in  expenses;  and may see
increases in future periods necessary to support the increased sales levels. The
Company's  relocation  from a  leased  facility  to its  own  building  is  also
complete.

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.  In the second  quarter of 2002, six customers
represented 88% of sales.  For the year ended December 31, 2001, three customers
represented 63% of total sales. This  diversification in customers will continue
to stabilize the Company's revenue.

Total product sales for the second quarter of 2002 were $130,995, an increase of
54% from 2001 sales of $84,814 for the same period; but was down by 1/3 from the
first quarter's sales,  emphasizing the  extraordinary  nature of that quarter's
sales.  This  change is due in part to the normal  volatility  of the  Company's
sales,  and in large part to market  reaction to new FDA  approvals  of food and
pharmaceutical products containing CD's.
<PAGE>

The  Company's  gross  profit  margin  for the  second  quarter  of 2002 was 80%
compared to 93%  reported for the same period in 2001.  The Company  expects its
gross profit margin in 2002 to stay between 80 and 85% through 2002.

The Company's  SG&A expenses  decreased to $56,758 in the second quarter of 2002
even from $64,043 in the same period of 2001 when expense reduction efforts were
in full force; even slightly less than the previous quarter ($63,416).  With the
greatly  reduced  expenses  maintained  in 2001,  management  had  improved  the
financial  condition  for the  Company  to begin  2002,  and it  continues  that
successful strategy even now. 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 and a $10,000  gain in the second
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. However, that loss was a major factor in the
increased  net income of the  company in the second  quarter  even with 1/3 less
sales than the first quarter.

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 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
   99.2     Certification of CFO

(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
-----------------------------                        August 14, 2002
C.E. Rick Strattan, President
Chief Executive Officer,
Chief Operating Officer and
Chief Financial Officer