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, 2001.

____ 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:        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 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 November 12, 2001, the Company had outstanding 5,004,168 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 September 30, 2001...................................F-1

         Statements of Operations -  Nine Months
         Ended September 30, 2000 and September, 2001.......................F-3

         Statements of Cash Flows - Nine Months
         Ended September 30, 2000 and September 30, 2001....................F-4

         Notes to Financial Statements......................................F-6

Item 2.  Management's Discussion and Analysis or Plan
         of Operation........................................................10

Part II - OTHER INFORMATION


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 Principle .................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

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

(b) Reports on Form 8-K:

    None


<PAGE>

PART I:  Financial Information

                                CTD HOLDINGS INC.
                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
                                     ASSETS

                                                              September 30, 2001
                                                                 --------------
CURRENT ASSETS
 Cash and cash equivalents                                            $   4,944
 Accounts receivable                                                     20,006
 Inventory                                                               47,181
 Notes receivable                                                        12,785
 Other current assets                                                     2,812
                                                                   ------------
     Total current assets                                                87,728


PROPERTY AND EQUIPMENT, net                                             394,298


OTHER ASSETS
     Intangibles, net                                                     3,580

                                                                   ------------
TOTAL ASSETS                                                          $ 485,606
                                                                   ============

                                   (continued)

                                       F-1
<PAGE>

                               CTD HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                            September 30, 2001
                                                            ------------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses                              $   137,466
 Current portion of long-term debt                                       19,407
 Line of Credit                                                          20,420
 Due to Shareholder                                                      92,078
                                                                  -------------
    Total current liabilities                                           269,371

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

LONG-TERM DEBT, less current portion                                    152,131

                                                                  -------------
STOCKHOLDERS' EQUITY
 Class A common stock, par value $ .0001 per share,
   9,900,000 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                                                 (1,890,874)
                                                                  --------------
     Total stockholders' equity                                          64,104

                                                                 --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   485,606
                                                                 ==============

                See Accompanying Notes to Financial Statements

                                      F-2

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

                              Three Months Ended                 Nine Months Ended

                                  September 30,                    September 30,
                               ----------------------          -----------------
<S>                           <C>          <C>                 <C>          <C>

                                     2001        2000                2001        2000
                               ----------   ----------          ----------  ----------


PRODUCT SALES                  $  61,262    $   67,731           $ 234,043  $  289,052
COST OF PRODUCTS SOLD              4,899         4,941              22,788      44,186
                               ----------  -----------           ----------  ----------
GROSS PROFIT                      56,363        62,790             211,255     244,866

SELLING, GENERAL AND              74,892        76,308             213,575     239,638
ADMINISTRATIVE EXPENSE
                                 ----------  ----------          ----------  ---------
INCOME (LOSS) FROM OPERATIONS    (18,529)    (13,518)               (2,320)      5,228
                                 ----------  ----------         ----------  ----------

OTHER INCOME (EXPENSE)
Other income (expense)                572         (159)              3,376          118
Interest expense                   (3,771)      (3,224)             (25,454)    (14,633)
   Total other income (expense)   ( 3,199)     ( 3,383)             (22,078)    (14,515)
                                 -----------  ----------          ----------  ----------
Net loss from continuing
 operations                       (21,728)     (16,901)             (24,398)     (9,287)

Loss from discontinued operations (11,072)     (51,023)             (35,974)   (194,215)
Impairment allowance on assets of
  discontinued operations         (20,113)           -              (20,113)          -
                                ----------   ----------          ----------  ----------

NET LOSS                       $  (52,913)   $ (67,924)           $ (80,485)  $(203,502)
                                ===========  ==========           ==========  ==========
NET LOSS PER COMMON SHARE

From continuing operations     $    (.01)    $    (.01)           $    (.01)  $    (.01)
From discontinued operations   $    (.01)    $    (.01)           $    (.01)  $    (.05)
                               ----------    ----------           ----------   ----------
     Total loss per share      $    (.02)    $    (.02)           $    (.02)  $    (.06)
                               ===========   ==========           ==========  ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING      4,753,720      3,763,440            4,272,239   3,639,392
                              ===========    ==========            ==========  ==========
</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)

                                                          Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                        2001            2000
                                                     ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                             $    (80,485) $  (203,502)
                                                      ------------  ------------
 Adjustments to reconcile net loss to net cash
    used in operating activities:

  Depreciation and amortization                             38,036       16,444
  Stock issued for services                                 56,077       30,000
  Increase in accounts receivable                          (11,281)     (32,780
  Decrease in inventory                                      9,137       24,673
  Decrease in other current assets                           4,286       25,500
  Increase (decrease) in accounts payable
   and accrued expenses                                    (44,951)     129,351
                                                      ------------  ------------
        Total adjustments                                   51,304      193,188
                                                     ------------   ------------
NET CASH USED IN OPERATING ACTIVITIES                      (29,181)     (10,314)
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property and equipment                         (3,595)    (105,687)
 Repayment of employee loan                                  7,358       15,387
                                                       ------------  -----------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                        3,763      (90,300)
                                                      ------------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES

 Payments on long-term debt                                (15,718)     (18,243)
 Net proceeds from (payments on) line-of-credit             (4,772)      22,207
 Net proceeds from (payments on) loan payable
  to stockholder                                            34,162       (6,775)
 Proceeds from sales of stock                                  -         30,000
                                                      ------------  ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   13,672       27,189
                                                      ------------  ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                  (11,746)     (73,425)

CASH AND CASH EQUIVALENTS, beginning of period              16,690       73,425
                                                     ------------   ------------
CASH AND CASH EQUIVALENTS, end of period                $    4,944   $       -

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


                                  (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,
                                                     ---------------------------
                                                        2001            2000
                                                     ------------   ------------
<S>                                                  <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                               $  25,454      $    14,633
                                                     ============   ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES

Purchase of land, building and equipment with
 debt financing                                      $       -     $     13,160
                                                      ===========   ============
Acquisition of goodwill by issuing common stock      $      -      $     10,000
                                                     ===========    ============
Common Stock issued for services                     $    56,077   $     30,000
                                                     ===========    ============
Stock issued to officer in satisfaction of bonus
 Accrual                                             $      -      $      7,800
                                                     ==========     ============
Stock issued to consultant for prepaid public
 relations services                                 $      -        $    40,000
                                                     ==========     ============
</TABLE>

                See Accompanying Notes to Financial Statements

                                     F-5

<PAGE>


                               CTD HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                  (Unaudited)

The information presented herein as of September 30, 2001, and for the three and
nine months ended September 30, 2001, and 2000, 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, 2001,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. 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, 2000.

(2) GOING CONCERN:

As shown in the accompanying financial statements, the Company incurred a net
loss of $ (80,485) during the nine months ended September 30, 2001, and as of
that date, the Company's current liabilities exceeded its current assets by $
181,643. 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 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.




                                       F-6
<PAGE>
                               CTD HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                  (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 the third quarter of 2001, the Company determined there was no impairment
of land, property or equipment related to the mushroom farming operations.
However, 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.

The carrying value of the remaining idle long-lived assets related to the
mushroom farming operations was approximately $172,000 at September 30, 2001.
Mushroom related revenues for the prior nine months ending September 30, 2000
were approximately $24,000 with a related loss from operations of approximately
$(195,000).


(5) COMMITMENTS:

During the third quarter of 2001, the Company entered into a financial services
agreement with a consultant. The Company paid $2,500 and issued 50,000 shares of
common stock valued at $9,200. The value of the common stock was based on the
trading value on the date of award less a discount for lack of market float for
the stock. The 50,000 shares of common stock were obtained from the Company's
president for $3,125, and the difference of $6,075 was recorded as an increase
to additional paid - in capital. The Company charged the total consultant
compensation of $11,700 to expense.

On May 31, 2001, the Company entered into a one-year employment contract with
its president with an annual salary of $30,000. In conjunction with the
employment agreement, the Company issued 800,000 shares of common stock valued
at $50,000 for salary earned under the agreement plus bonuses.



                                       F-7

<PAGE>

Item 2. Management Discussion and Analysis or Plan of Operation

PART II: Other Information

Item 2. Management Discussion and Analysis or Plan of Operation

Management Discussion and Analysis

Liquidity and Capital Resources

As of September 30, 2001, the Company's working capital deficit was ($181,643)
compared to ($158,003) at June 30, 2001. The expected continuing improvement in
working capital was adversely affected by a the loss from operations for the
three months ended 09/30/01.

By enforcing stringent expense reduction policies and concentrating on sales of
cyclodextrins by CTDI, management expects profitability to achieve positive
working capital by the end of the fourth quarter. The Company plans to use cash
flow from anticipated profitable fourth quarter operations to further reduce
current liabilities.

To simplify its accounting and to reduce the expenses attributed to that
additional accounting effort, the Company has dissolved the NSME subsidiary.
However, the Company will still maintain its relationship with a University of
Florida investigator that will eventually lead to the identification and
quantification of the content of ajoene and eritadenine (two anti-cholesterol
agents) in its shiitake mushrooms based on earlier findings from its preliminary
studies of shiitake mushroom extracts with that same investigator.

The Company completed its operational consolidation to one location by moving
its laboratory to the Company-owned facilities in High Springs, Florida.

The Company's $30,000 upgrade of its web site last year has provided a steady
increase in sales opportunities, with monthly revenues resulting from internet
contacts continuing to contribute positively to third quarter sales.

The Company issued 725,000 shares of its common stock, registered under Form
S-8, to its president in satisfaction of $45,313 in deferred salary due. The
stock was valued at $.06125 per share, which is 50% of the trading value on the
award date. The 50% discount was deemed appropriate due to limited trading
volume in the Company's stock, the large size of the block of stock and other
trading restrictions.

Results of Operations

Sales of cyclodextrins and related manufactured complexes have always been
highly volatile. In efforts to offset this volatility, the Company has changed
its previous strategy and now has chosen to focus its sales efforts on its
existing large customers in efforts to make these sales grow predictably.

Total product sales decreased ($84,814 vs. $61,262) from the 2nd quarter, 2001,
to the 3rd quarter, 2001, however, on an annualized basis, sales for 2001 should
be about the same as in 2000 (excluding NSME sales). The benefit in 2001 will be
that expenses will be significantly reduced thereby enhancing profitability.

CTDI's product sales for the third quarter ($61,262) were 90 % of sales for the
third quarter of 2000. Again, the great volatility on a quarter to quarter basis
from year to year makes such comparisons difficult to interpret. The Company's
SG&A expenses in the third quarter ($74,892) were about the same as those of the
2nd quarter, 2000 ($76,308). The Company's SG&A expenses for the nine months
ended September 30, 2001 ($213,575) are 11 % less than the SG&A expenses of the
same period in 2000 ($239,382). Expenses continue to be management's major
focus. Now that NSME has been eliminated, management expects to see a maximal
effect of reduced expenses on profitability in the fourth quarter.

With the greatly reduced expenses implemented for 2001, management expects to
continue improving the Company's financial condition to profitability by year
end, even assuming the conservative annual sales rate of $250,000.
<PAGE>

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 to its largest
customer, increased in the second quarter, leveled off in the third quarter, and
are expected to peak in the fourth quarter.

With the elimination of the operational activities of the NSME subsidiary and
concentration of effort on its largest customers, the Company's gross profit
margin for the 3rd quarter of 2001 set another record high (92.7%)

The Company will continue holding expenses to the lowest possible levels and
concentrating sales efforts on its large established customers, rather than
expanding into new products and new product areas. In the third quarter the
Company began due diligence procedures in the evaluation of a potential
acquisition. The Company believes it is in a strong position to complete this
acquisition.

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.

<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 8,
                                                                      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
-----------------------------                        October 25, 2001
C.E. Rick Strattan, President
Chief Officer,
Chief Financial Officer