<PAGE>
                                       
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON,  D.C. 20549

                                 FORM 10-QSB/A

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934
    
     For the quarterly period ended:    September 30, 1997

[ ]  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  0-22403
                                       
                            HORIZON Pharmacies, Inc.
       (Exact name of small business issuer as specified in its charter)
                                           
            TEXAS                                            75-2441557
(State or other jurisdiction of                           (I.R.S. Employer 
 incorporation or organization)                         Identification Number)

                                       
                                       
                            275 W. Princeton Drive
                           Princeton, Texas  75407
                   (Address of principal executive offices)
                                (972) 736-2424
                         (Issuer's telephone number)
                                       
                                       
Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:

         Title of Each Class                   Outstanding at November 28, 1997
Common stock, par value $.01 per share                      4,436,503

Transitional Small Business Disclosure Format (check one):
Yes [ ]  No [X]

<PAGE>

                               Explanatory Note
                                       
    On November 14, 1997 HORIZON Pharmacies, Inc.  (the "Registrant") filed 
with the Securities and Exchange Commission its Quarterly Report on Form 
10-QSB for the quarter ended September 30, 1997.  This Amendment No. 1 to the 
Quarterly Report on Form 10-QSB is filed solely for the purpose of reporting 
the use of proceeds from the Company's initial public offering which closed 
July 11, 1997.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS 

    USE OF PROCEEDS.  On July 11, 1997, the Registrant closed an initial 
public offering (the "Offering") of 1,200,000 shares (the "Shares") of its 
common stock, par value $.01 per share (the "Common Stock").  The Shares were 
offered for sale at a price of $5.00 per share pursuant to a Registration 
Statement on Form SB-2 (No. 333-25257) (the "Registration Statement") which 
was declared effective July 8, 1997.  Capital West Securities, Inc. and 
ComVest Partners, Inc. (the "Underwriters") acted as the managing 
underwriters of the Offering.  

    An aggregate of 1,500,000 shares of Common Stock (including 180,000 
shares of Common Stock subject to the Underwriters' over-allotment option and 
120,000 shares of Common Stock issuable upon exercise of the Underwriters' 
Warrants, as such term is hereafter defined), and 120,000 common stock 
purchase warrants (the "Underwriters' Warrants") issued to the Underwriters 
at a price of $.001 per warrant, were registered pursuant to the Registration 
Statement.  The aggregate offering price of the Shares, the Underwriters' 
Warrants, and the Common Stock subject to the Underwriters' over-allotment 
option was $6,900,120.

    The proceeds of the Offering were subject to the following actual 
expenses:

<TABLE>
                                         Direct or indirect payments to directors,
                                         officers, general partners of the Registrant 
                                         or their associates; to persons owning ten 
                                         percent or more of any class of equity 
                                         securities of the  issuer; and to affiliates        Direct or indirect
                                         of the Registrant                                   payments to others
                                         --------------------------------------------        ------------------
<S>                                      <C>                                                 <C>
Underwriting discounts and commissions                       -0-                                  $  690,000
Finders' Fees                                                -0-                                         -0-
Expenses paid to or for underwriters                         -0-                                     243,000
Other Expenses                                               -0-                                     494,303
                                                                                                  ----------
Total Expenses                                                                                    $1,427,303
</TABLE>

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<PAGE>

    The net proceeds of the Offering after deducting the expenses described 
above were $5,472,817.  Since the closing of the Offering, such proceeds were 
used by the Registrant for each of the purposes indicated below:

<TABLE>
                                       Direct or indirect payments to  directors, 
                                       officers, general partners of the Registrant 
                                       or their associates; to persons owning ten 
                                       percent or more of any class of equity 
                                       securities of  the issuer; and to affiliates      Direct or indirect 
                                       of the Registrant                                 payments to others
                                       ---------------------------------------------     ------------------
<S>                                    <C>                                               <C>
Acquisition of other  business(es)                          -0-                              $1,590,562
Repayment of  indebtedness                           $1,206,667(1)(2)                           882,288
Working capital                                             -0-                                 809,470
Distribution to Shareholders                            300,000
Temporary Investments                                       -0-                                 683,830
</TABLE>

-------------------
(1) Proceeds totalling approximately $1,156,667 were used to repay certain
    trade debt owed by the Registrant to Bergen Brunswig Drug Co.  Carson
    A. McDonald, a member of the Registrant's Board of Directors, is an
    employee of Bergen Brunswig.
(2) Proceeds totalling $50,000 were used to repay certain debt owed by the
    Registrant to Charlie K. Herr, a member of the Registrant's Board of
    Directors.












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                                  SIGNATURES
                                       
    In accordance with the requirements of the Exchange Act, the Registrant
caused the report to be signed on its behalf by the undersigned, thereunto 
duly authorized.  


                                          HORIZON PHARMACIES, INC.,
                                          a Texas corporation


Date: December 4, 1997                    /s/ Ricky D. McCord
                                          -------------------------------------
                                          Ricky D. McCord
                                          President and Chief Operating Officer


Date: December 4, 1997                    /s/ David W. Frauhiger
                                          -------------------------------------
                                          David W. Frauhiger              
                                          Chief Financial Officer and Treasurer





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