<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
             ------------------------------------------------------

                                    FORM 10-K
(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 1999.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _____________ to ___________


                        Commission File Number: 000-28527

                           WELLSTONE ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)

                Delaware                                 52-2201502
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

          720 East Front Street
            Lonoke, Arkansas                               72086
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (501) 676-9222

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         Common Stock, $.0001 par value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 [X]  No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment of this Form 10-K [ ]

         On April 10, 2000, there were outstanding 5,000,000 shares of the
registrant's Common Stock, $.0001 par value.




     DOCUMENTS INCORPORATED BY REFERENCE

     None.



<PAGE>   2

PART I

Item 1. Business.

                                   THE COMPANY

GENERAL

         Wellstone Acquisition Corporation (the "Company") was incorporated on
March 24, 1999 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to its original
shareholder.

         The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.

         The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company with a class
of registered securities.

ASPECTS OF A REPORTING COMPANY

         There are certain perceived benefits to being a reporting company.
These are commonly thought to include the following:

*    increased visibility in the financial community;

*    provision of information required under Rule 144 for trading of eligible
     securities;

*    compliance with a requirement for admission to quotation on the OTC
     Bulletin Board maintained by Nasdaq or on the Nasdaq SmallCap Market;

*    the facilitation of borrowing from financial institutions;

*    improved trading efficiency;

*    shareholder liquidity;

*    greater ease in subsequently raising of capital;

*    compensation of key employees through stock options for which there may be
     a market valuation;

*    enhanced corporate image.

         There are also certain perceived disadvantages to being a reporting
company. These are commonly thought to include the following:

*    requirement for audited financial statements;



                                       2
<PAGE>   3

*    required publication of corporate information;

*    required filings of periodic and episodic reports with the Securities and
     Exchange Commission;

*    increased rules and regulations governing management, corporate activities
     and shareholder relations.

COMPARISON WITH INITIAL PUBLIC OFFERING

         Certain private companies may find a business combination more
attractive than an initial public offering of their securities. Reasons for this
may include the following:

*    inability to obtain underwriter;

*    possible larger costs, fees and expenses;

*    possible delays in the public offering process;

*    greater dilution of their outstanding securities.

         Certain private companies may find a business combination less
attractive than an initial public offering of their securities. Reasons for this
may include the following:

*    no investment capital raised through a business combination;

*    no underwriter support of after-market trading.

POTENTIAL TARGET COMPANIES

         A business entity, if any, which may be interested in a business
combination with the Company may include the following:

*    a company for which a primary purpose of becoming public is the use of its
     securities for the acquisition of assets or businesses;

*    a company which is unable to find an underwriter of its securities or is
     unable to find an underwriter of securities on terms acceptable to it;

*    a company which wishes to become public with less dilution of its common
     stock than would occur upon an underwriting;

*    a company which believes that it will be able to obtain investment capital
     on more favorable terms after it has become public;

*    a foreign company which may wish an initial entry into the United States
     securities market;

*    a special situation company, such as a company seeking a public market to
     satisfy redemption requirements under a qualified Employee Stock Option
     Plan;

*    a company seeking one or more of the other perceived benefits of becoming a
     public company.



                                       3
<PAGE>   4

         A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.

         The proposed business activities described herein classify the Company
as a "blank check" company. The Securities and Exchange Commission and certain
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies. The Company will not issue or sell
additional shares or take any efforts to cause a market to develop in the
Company's securities until such time as the Company has successfully implemented
its business plan and it is no longer classified as a blank check company.

RECENT DEVELOPMENTS

         In March, 2000, the Company entered into an Agreement and Plan of
Reorganization among Pet Quarters, Inc., the Company, and the Company's
shareholders, by which all of the outstanding shares of the Company's common
stock were exchanged for shares of common stock of Pet Quarters. The result of
this transaction was that the Company is now a wholly-owned subsidiary of Pet
Quarters, Inc. Pet Quarters is a leading internet and catalog seller of pet
products to consumers and pet professionals. Pet Quarters common stock is traded
on the over-the-counter bulletin board under the symbol "PDEN."

                                    BUSINESS

PLAN OF OPERATION

         The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which desires
to seek the perceived advantages of a corporation which has a class of
securities registered under the Exchange Act. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
Management anticipates that it will be able to participate in only one potential
business venture because the Company has nominal assets and limited financial
resources. This lack of diversification should be considered a substantial risk
to the shareholders of the Company because it will not permit the Company to
offset potential losses from one venture against gains from another.

         The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult and complex.

         The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets. However,
management believes the Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
reporting company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market




                                       4
<PAGE>   5

research and is not aware of statistical data to support the perceived benefits
of a business combination for the owners of a target company.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, who are not
professional business analysts. In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.

         The Company will not restrict its search for any specific kind of
business entities, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially any stage of
its business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.

TERMS OF A BUSINESS COMBINATION

         In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. On the
consummation of a transaction, it is likely that the present management and
shareholders of the Company will no longer be in control of the Company. In
addition, it is likely that the Company's officer and director will, as part of
the terms of the business combination, resign and be replaced by one or more new
officers and directors.

         It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination
and the Company is no longer considered a blank check company. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance.

         While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.

         With respect to negotiations with a target company, management expects
to focus on the percentage of the Company which target company shareholders
would acquire in exchange for their shareholdings in the target company.
Depending upon, among other things, the target company's assets and liabilities,
the Company's shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage of ownership may be subject to significant reduction
in the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the




                                       5
<PAGE>   6

Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's shareholders at such time.

         The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.

UNDERTAKINGS AND UNDERSTANDINGS OF TARGET COMPANY

         As part of a business combination agreement, the Company intends to
obtain certain representations and warranties from a target company as to its
conduct following the business combination. Such representations and warranties
may include (i) the agreement of the target company to make all necessary
filings and to take all other steps necessary to remain a reporting company
under the Exchange Act (ii) imposing certain restrictions on the timing and
amount of the issuance of additional free-trading stock, including stock
registered on Form S-8 or issued pursuant to Regulation S and (iii) giving
assurances of ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange Commission, and
other applicable laws, rules and regulations.

         A prospective target company should be aware that the market price and
trading volume of the Company's securities, when and if listed for secondary
trading, may depend in great measure upon the willingness and efforts of
successor management to encourage interest in the Company within the United
States financial community. The Company does not have the market support of an
underwriter that would normally follow a public offering of its securities.
Initial market makers are likely to simply post bid and asked prices and are
unlikely to take positions in the Company's securities for their own account or
customers without active encouragement and a basis for doing so. In addition,
certain market makers may take short positions in the Company's securities,
which may result in a significant pressure on their market price. The Company
may consider the ability and commitment of a target company to actively
encourage interest in the Company's securities following a business combination
in deciding whether to enter into a transaction with such company.

         A business combination with the Company separates the process of
becoming a public company from the raising of investment capital. As a result, a
business combination with Company normally will not be a beneficial transaction
for a target company whose primary reason for becoming a public company is the
immediate infusion of capital. The Company may require assurances from the
target company that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the business
combination. However, it is possible that a target company may give such
assurances in error, or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.

         Prior to completion of a business combination, the Company may require
that it be provided with written materials regarding the target company
containing such items as a description of products, services and company
history; management resumes; financial information; available projections, with
related assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks, or service
marks, or rights thereto; present and proposed forms of compensation to
management; a description of transactions between such company and its
affiliates during relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 75 days following
completion of a business combination; and other information deemed relevant.




                                       6
<PAGE>   7

COMPETITION

         The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.

EXECUTIVE OFFICES

         The Company's executive offices are located at 720 East Front Street,
Lonoke, Arkansas 72086. The Company's telephone number is (501) 676-9222.

Item 2. Properties.

         The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of Pet Quarters
at no cost to the Company. Pet Quarters has agreed to continue this arrangement
until the Company completes a business combination.

Item 3. Legal Proceedings.

         There is no litigation currently pending by or against the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

         Not applicable.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

         The Company is authorized to issue 100,000,000 shares of Common Stock,
$.0001 par value of which 5,000,000 shares were outstanding as of April 10,
2000, and 20,000,000 shares of Preferred Stock, $.0001 par value, of which no
shares were outstanding as of April 10, 2000.

         The common stock of the Company is not currently traded on any exchange
and no established trading market for the Company's common stock currently
exists or is expected to develop.

                                  COMMON STOCK

         Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common stock
do not have cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. All of the outstanding shares of
common stock are fully paid and non-assessable.

         Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion or redemption rights or sinking
fund provisions with respect to the common stock.



                                       7
<PAGE>   8

                                 PREFERRED STOCK

         The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant to the
applicable law of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or action by the
shareholders. Any shares of preferred stock so issued would have priority over
the common stock with respect to dividend or liquidation rights. Any future
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
shareholders and may adversely affect the voting and other rights of the holders
of common stock. At present, the Company has no plans to issue any preferred
stock nor adopt any series, preferences or other classification of preferred
stock.

         The issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might impede
a business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of the stockholders of the Company, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend to
seek stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules. The Company has no
present plans to issue any preferred stock.

                                     HOLDERS

         There is one holder of the Company's common stock, Pet Quarters, Inc.

                                 DIVIDEND POLICY

         The Company has not previously paid cash dividends on its Common Stock.
The Company intends to retain any earnings for use in its business and,
therefore, does not anticipate paying any cash dividends in the foreseeable
future.


                    RECENT SALES OF UNREGISTERED SECURITIES.

         During the past three years, the Company has sold securities which were
not registered as follows:

Date              Name                      Number of Shares   Consideration
----              ----                      ----------------   -------------

March 25, 1999    TPG Capital Corporation   5,000,000             $500



                                       8
<PAGE>   9

Item 6. Selected Financial Data.

         The selected financial data presented below should be read in
conjunction with the Company's financial statements and the related notes
thereto.

Statement of Income Data

         Revenue from Operations                                 $     0.00
         Expenses                                                $ 1,330.00
         Net loss                                                $(1,330.00)
         Net loss per share                                      $(0.000266)

Balance Sheet Data

         Total Assets                                            $   500.00
         Total Liabilities                                       $     0.00



Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

         The Company has had no operations to date. The Company continues to
search for target companies for a business combination. Pet Quarters, Inc., the
Company's sole shareholder, has agreed to pay all expenses of the Company
without repayment until such time as a business combination has been effected,
including the costs associated with locating a potential target company.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

         Not applicable.

Item 8. Financial Statements.



                                       9
<PAGE>   10

                        WELLSTONE ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
Wellstone Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Wellstone Acquisition
Corporation (a development stage company) as of December 31, 1999 and the
related statements of operations, changes in stockholder's equity and cash flows
for the period from March 24, 1999 (inception) to December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Wellstone Acquisition Corporation
(a development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the period from March 24, 1999 (inception) to
December 31, 1999 in conformity with generally accepted accounting principles.


/s/ WEINBERG & COMPANY, P.A.

WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 1, 2000




                                       10
<PAGE>   11

                        WELLSTONE ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 1999

<TABLE>
<S>                                                                  <C>
ASSETS

Cash                                                                 $   500
                                                                     -------

TOTAL ASSETS                                                         $   500
                                                                     =======


LIABILITIES AND STOCKHOLDER'S EQUITY


LIABILITIES                                                          $    --
                                                                     -------

STOCKHOLDER'S EQUITY

   Preferred Stock, $.0001 par value, 20 million shares authorized,
    none issued and outstanding                                           --
   Common Stock, $.0001 par value, 100 million shares authorized,
    5,000,000 issued and outstanding                                     500
   Additional paid in capital                                          1,330
   Deficit accumulated during development stage                       (1,330)
                                                                     -------

     Total Stockholder's Equity                                          500
                                                                     -------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                           $   500
                                                                     =======
</TABLE>


                 See accompanying notes to financial statements.




                                       11
<PAGE>   12

                        WELLSTONE ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                       FOR THE PERIOD FROM MARCH 24, 1999
                        (INCEPTION) TO DECEMBER 31, 1999


<TABLE>
<S>                      <C>
Income                   $    --

Expenses
   Organization expense      580
   Professional fees         750
                         -------

     Total expenses        1,330
                         -------

NET LOSS                 $(1,330)
                         =======
</TABLE>


                 See accompanying notes to financial statements.




                                       12
<PAGE>   13
                        WELLSTONE ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CHANGES IN
                              STOCKHOLDER'S EQUITY
                       FOR THE PERIOD FROM MARCH 24, 1999
                        (INCEPTION) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                Deficit
                                                                             Accumulated
                                                            Additional          During
                                           Common            Paid-In         Development
                                            Stock            Capital             Stage              Total
                                         ------------      ------------      ------------       -------------

<S>                                      <C>               <C>               <C>                <C>
Common stock issuance                    $        500      $         --      $         --       $        500

Fair value of expenses
 contributed                                       --             1,330                --              1,330

Net loss for the period
 ended December 31, 1999                           --                --            (1,330)            (1,330)
                                         ------------      ------------      ------------       ------------

BALANCE AT
 DECEMBER 31, 1999                       $        500      $      1,330      $     (1,330)      $        500
                                         ============      ============      ============       ============
</TABLE>


                 See accompanying notes to financial statements.



                                       13
<PAGE>   14

                        WELLSTONE ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                       FOR THE PERIOD FROM MARCH 24, 1999
                        (INCEPTION) TO DECEMBER 31, 1999


<TABLE>
<S>                                                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                              $ (1,330)
Adjustment to reconcile net loss to net cash used by operating activities:

Contributed expense                                                                      1,330
                                                                                      --------

   Net cash used in operating activities:                                                   --
                                                                                      --------

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

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of common stock                                                  500
                                                                                      --------

   Net cash provided by financing activities                                               500
                                                                                      --------

INCREASE IN CASH AND CASH EQUIVALENTS                                                      500

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                             --
                                                                                      --------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                             $    500
                                                                                      ========
</TABLE>


                 See accompanying notes to financial statements.



                                       14
<PAGE>   15

                        WELLSTONE ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999


NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  A.  ORGANIZATION AND BUSINESS OPERATIONS

                  Wellstone Acquisition Corporation (a development stage
                  company) ("the Company") was incorporated in Delaware on March
                  24, 1999 to serve as a vehicle to effect a merger, exchange of
                  capital stock, asset acquisition or other business combination
                  with a domestic or foreign private business. At December 31,
                  1999, the Company had not yet commenced any formal business
                  operations, and all activity to date relates to the Company's
                  formation and proposed fund raising. The Company's fiscal year
                  end is December 31.

                  The Company's ability to commence operations is contingent
                  upon its ability to identify a prospective target business and
                  raise the capital it will require through the issuance of
                  equity securities, debt securities, bank borrowings or a
                  combination thereof. (See Note 5)

                  B.  USE OF ESTIMATES

                  The preparation of the financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

                  C.  CASH AND CASH EQUIVALENTS

                  For purposes of the statement of cash flows, the Company
                  considers all highly liquid investments purchased with an
                  original maturity of three months or less to be cash
                  equivalents.

                  D.  INCOME TAXES

                  The Company accounts for income taxes under the Financial
                  Accounting Standards Board of Financial Accounting Standards
                  No. 109, "Accounting for Income Taxes" ("Statement 109").
                  Under Statement 109, deferred tax assets and liabilities are
                  recognized for the future tax consequences attributable to
                  differences between the financial statement carrying



                                       15
<PAGE>   16

                  amounts of existing assets and liabilities and their
                  respective tax basis. Deferred tax assets and liabilities are
                  measured using enacted tax rates expected to apply to taxable
                  income in the years in which those temporary differences are
                  expected to be recovered or settled. Under Statement 109, the
                  effect on deferred tax assets and liabilities of a change in
                  tax rates is recognized in income in the period that includes
                  the enactment date. There were no current or deferred income
                  tax expense or benefits due to the Company not having any
                  material operations for the period ending December 31, 1999.

NOTE  2 - STOCKHOLDER'S EQUITY

                  A.  PREFERRED STOCK

                  The Company is authorized to issue 20,000,000 shares of
                  preferred stock at $.0001 par value, with such designations,
                  voting and other rights and preferences as may be determined
                  from time to time by the Board of Directors.

                  B.  COMMON STOCK

                  The Company is authorized to issue 100,000,000 shares of
                  common stock at $.0001 par value. The Company issued 5,000,000
                  shares of its common stock to TPG Capital Corporation ("TPG")
                  pursuant to Rule 506 for an aggregate consideration of $500.

                  C.  ADDITIONAL PAID-IN CAPITAL

                  Additional paid-in capital at December 31, 1999 represents
                  the fair value of the amount of organization and
                  professional costs incurred by TPG on behalf of the Company.
                  (See Note 3)

NOTE 3 - AGREEMENT

                  On March 24, 1999, the Company signed an agreement with TPG, a
                  related entity (See Note 4). The Agreement calls for TPG to
                  provide the following services, without reimbursement from the
                  Company, until the Company enters into a business combination
                  as described in Note 1A:

                  1.  Preparation and filing of required documents with the
                      Securities and Exchange Commission.
                  2.  Location and review of potential target companies.
                  3.  Payment of all corporate, organizational, and other costs
                      incurred by the Company.



                                       16
<PAGE>   17

NOTE 4 - RELATED PARTIES

                  Legal counsel to the Company is a firm owned by a director of
                  the Company who also owns a controlling interest in the
                  outstanding stock of TPG. (See Note 3)

NOTE 5 - SUBSEQUENT EVENTS

                  Pursuant to an Agreement and Plan of Reorganization (the
                  "Acquisition Agreement"), effective March 6, 2000, Pet
                  Quarters, Inc. ("Pet Quarters") an Arkansas corporation,
                  acquired all the outstanding shares of common stock of the
                  Company in an exchange for an aggregate of 130,208 shares of
                  common stock of Pet Quarters (the "Acquisition"). As a result,
                  the Company became a wholly owned subsidiary of Pet Quarters.

                  The Acquisition was approved by the unanimous consent of the
                  Board of Directors of Pet Quarters on March 6, 2000. The
                  Acquisition is intended to qualify as a reorganization within
                  the meaning of Section 368(a)(1)(B) of the Internal Revenue
                  Code of 1986, as amended. For financial accounting purposes
                  the Acquisition will be accounted for using the purchase
                  method of accounting.

                  Prior to the Acquisition, Pet Quarters had 13,467,500 shares
                  of common stock issued and outstanding, and 13,597,708 shares
                  issued and outstanding following the Acquisition.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.



                                       17
<PAGE>   18

PART III

Item 10. Directors and Executive Officers of the Registrant.

         The following table gives certain information regarding directors and
executive officers of the Company as of April 10, 2000:

<TABLE>
<CAPTION>
Name                       Age                       Position
----                       ---                       --------

<S>                        <C>                       <C>
Steven Dempsey             43                        President and Director

Gregg Rollins              42                        Secretary/Treasurer and Director
</TABLE>

         The information set forth below identifies the principal occupation and
activities of the directors and executive officers during the past five years:

         MR. STEVEN DEMPSEY has served as the President of the Company since
March 2000. He currently serves as Chairman, President, and a Director of Pet
Quarters, Inc., the sole shareholder of the Company, and has held such positions
since May, 1998. He was vice president of Sales and Marketing at Paine-Webber,
Inc., between February 1989 and November 1997. Mr. Dempsey is one of two
directors of the Company. Mr. Dempsey was appointed a director in June 1998.
This term expires in May 2001.

         MR. GREGG ROLLINS has served as Secretary/Treasurer of the Company
since March 2000. He has been employed as the Chief Financial Officer of Pet
Quarters, Inc. since April 1999. Mr. Rollins was a senior vice president with
Leiblong Associates from 1998 until April, 1999 and was an account vice
president, assistant manager and sales manager with Paine Webber between 1988
and 1998.

Item 11. Executive Compensation.

         The Company's officers and directors do not receive any compensation
for their services rendered to the Company, have not received such compensation
in the past, and are not accruing any compensation pursuant to any agreement
with the Company. However, the officers and directors of the Company anticipate
receiving benefits as a beneficial shareholder of the Company, as an officer
and/or director and shareholder of Pet Quarters, Inc. No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
have been adopted by the Company for the benefit of its employees.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth each person known by the Company to be
the beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.

<TABLE>
<CAPTION>
                                            Amount of
Name and Address                            Beneficial                 Percentage
of Beneficial Owner                         Ownership                  of Class
-------------------                         ---------                  --------

<S>                                         <C>                          <C>
Pet Quarters, Inc.                          5,000,000                    100%
720 East Front Street
Lonoke, Arkansas  72086
</TABLE>

All shares of common stock of the Company are owned by Pet Quarters, Inc., and
there are no agreements which would result in a change of control of the
Company.



                                       18
<PAGE>   19

Item 13.  Certain Relationships and Related Transactions.

         None.


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)      Documents filed as a part of this report.

         1.       Financial Statements.

         The following financial statements of Wellstone Acquisition Corporation
are set forth in Item 8 of this Report.

         DESCRIPTION

               Report of Independent Public Accountants
               Balance Sheet
               Statement of Operations
               Statement of Cash Flows
               Notes to Consolidated Financial Statements

         2.       Financial Statement Schedules.

         None.

         3.       Exhibits required by Item 601 of Regulation S-K.

         EXHIBIT NO.         DESCRIPTION

         2.1                 Agreement and Plan of Reorganization among Pet
                             Quarters, Inc., Wellstone Acquisition Corporation,
                             and the shareholders named therein.

         3.1                 Articles of Incorporation of the Company.1

         3.2                 By-Laws of the Company.1

         27.1                Financial Data Schedule.

(b)      Reports on Form 8-K.

         The Company did not file any Current Reports on Form 8-K during fiscal
1999.

(1)     Incorporated by reference from Wellstone Acquisition Corporation Form
        10-SB Registration Statement, filed with the Securities and Exchange
        Commission on December 16, 1999.



                                       19
<PAGE>   20

                                                    SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      WELLSTONE ACQUISITION CORPORATION

         April 14, 2000               By: /s/ Steven Dempsey
                                         --------------------------------------
                                      Steven Dempsey
                                      President



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


         April 14, 2000               By:   /s/ Steven Dempsey
                                           ------------------------------------
                                           Steven Dempsey
                                           President and Director

         April 14, 2000               By:   /s/ Gregg Rollins
                                           ------------------------------------
                                           Gregg Rollins
                                           Secretary/Treasurer and Director



                                       20
<PAGE>   21

                                INDEX OF EXHIBITS



<TABLE>
<CAPTION>
         EXHIBIT NO.         DESCRIPTION
         -----------         -----------

<S>                          <C>
         2.1                 Agreement and Plan of Reorganization among Pet Quarters, Inc.,
                             Wellstone Acquisition Corporation, and the shareholders named therein.

         3.1                 Articles of Incorporation of the Company.(1)

         3.2                 By-Laws of the Company.(1)

         27.1                Financial Data Schedule.
</TABLE>



                                       21