<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

/X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934.

     For the quarterly period ended April 30, 2000; or

/ /  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: 000-26326

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                <C>                                <C>
           Nebraska                            5047                       37-1119387
(State or other jurisdiction of    (Primary Standard Industrial       (IRS Employer
Incorporation or organization)      Classification Code Number)       Identification No.)
</TABLE>

                            10077 South 134th Street
                              Omaha, Nebraska 68138
                                 (402) 331-4440
   (Address and telephone number of registrant's principal executive offices)


     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 and Exchange Act
of 1934 during the proceeding 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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Class                              Outstanding at April 30, 2000
     -----                              -----------------------------
     Common Stock, $1.00 par value                   1307

<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                         INDEX TO 10-Q FOR THE QUARTERLY
                           PERIOD ENDED APRIL 30, 2000

<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
PART I    FINANCIAL INFORMATION

     ITEM 1.   FINANCIAL STATEMENTS
               Balance Sheets at April 30, 2000 and April 30, 1999
               (unaudited) ..................................................    3

               Statements of Income for the nine months ended April
               30, 2000 and April 30, 1999 (unaudited) ......................    5

               Statements of Retained Earnings for the nine months
               ended April 30, 2000 and April 30, 1999 (unaudited) ..........    6

               Statements of Cash Flow for the nine months ended
               April 30, 2000 and April 30, 1999 (unaudited) ................    7

               Notes to Financial Statements ................................    8

               Accountant's Compilation Report ..............................   14

     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATION .................   15

     ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
               ABOUT MARKET RISK ............................................   16

PART II   OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS ............................................   16

     ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS ....................   16

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES ..............................   17

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
               HOLDERS ......................................................   17

     ITEM 5.   OTHER INFORMATION ............................................   17

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K .............................   17

               SIGNATURES ...................................................   17
</TABLE>


                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1:   FINANCIAL STATEMENTS

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                                 Balance Sheets
                       April 30, 2000 and 1999 (unaudited)

                                     Assets

<TABLE>
<CAPTION>
                                                       2000              1999
                                                   -----------        ----------
<S>                                                <C>                <C>
Current assets:
Cash                                               $    27,812         1,232,487
Accounts receivable, trade, less allowance
   for doubtful accounts (0)                        19,544,007        12,793,618
Accounts receivable, rebate                         (4,990,149)       (3,276,011)
Accounts receivable, stock                              82,084            52,709
Accounts receivable, other                              15,180             8,855
Inventory                                           38,242,624        14,528,763
                                                   -----------        ----------

          Total current assets                      52,921,558        25,340,421
                                                   -----------        ----------

Property and equipment                               8,473,838         3,289,491
     Less accumulated depreciation                     787,525         1,586,252
                                                   -----------        ----------
                                                     7,686,313         1,703,239
                                                   -----------        ----------
Other assets:
     Organization expense less
        accumulated amortization
           $41,664 (2000), $26,544 (1999)              185,134           200,254
     Loan origination fee less
        accumulated amortization
           $2,333 (2000), $333 (1999)                   17,667            19,667
     Trademark, less accumulated
        amortization
           $556 (2000), $222 (1999)                      4,444             4,778
     Investments                                       143,850           143,850
                                                   -----------        ----------

          Total other assets                           351,095           368,549
                                                   -----------        ----------

                                                   $60,958,966        27,412,209
                                                   ===========        ==========
</TABLE>

See accompanying notes to financial statements and accountant's compilation
report.


                                       3
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                           Balance Sheets (continued)
                       April 30, 2000 and 1999 (unaudited)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                       2000             1999
                                                   -----------       ----------
<S>                                                <C>               <C>
Current liabilities:
     Bank overdraft                                $ 2,039,336              -
     Notes payable, bank                             3,665,402          955,000
     Notes payable, other                                  -             93,850
     Current portion of long-term debt                 332,107              -
     Accounts payable, trade                        44,558,102       21,147,394
     Accrued interest                                   82,435            7,031
     Accrued expenses                                  150,142          176,180
     Accrued income taxes                               95,482          338,982
                                                   -----------       ----------

          Total current liabilities                 50,923,006       22,718,437
                                                   -----------       ----------

Long-term debt                                       4,988,315              -
                                                   -----------       ----------

Stockholders' equity:
     Common stock, $1 par value per share
        Authorized 30,000 shares; issued and
        outstanding 1,307 shares (2000),
        1,118 shares (1999)                              1,307            1,118
     Paid-in capital                                 3,848,693        3,281,882
     Retained earnings                               1,197,645        1,410,772
                                                   -----------       ----------

                                                     5,047,645        4,693,772
                                                   -----------       ----------

                                                   $60,958,966       27,412,209
                                                   ===========       ==========
</TABLE>

See accompanying notes to financial statements and accountant's compilation
report.


                                       4
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                              Statements of Income
              Nine months ended April 30, 2000 and 1999 (unaudited)

<TABLE>
<CAPTION>
                                                       Amount                           Percent
                                         -------------------------------          -------------------
                                             2000                1999              2000         1999
                                         ------------         ----------          ------       ------
<S>                                      <C>                  <C>                 <C>          <C>
Revenues:
     Gross sales                         $126,860,966         88,851,977          102.31       100.95
     Less Rebate                           (4,990,149)        (3,276,011)          (4.02)       (3.72)
                                         ------------         ----------          ------       ------
     Net Sales                            121,870,817         85,575,966           98.29        97.23
     Shipping                                  88,711             97,420             .07          .11
     Commissions                              900,491          1,250,157             .73         1.42
     Sales promotion                        1,124,333          1,049,187             .90         1.19
     Annual meeting reimbursement                 -               16,609             -            .02
     Miscellaneous                              7,076             22,309             .01          .03
                                         ------------         ----------          ------       ------

                                          123,991,428         88,011,648          100.00       100.00
                                         ------------         ----------          ------       ------
Cost of sales:
     Net purchases                        117,347,941         81,655,340           94.64        92.78
     Freight out                            2,590,753          1,773,804            2.09         2.02
     Less vendor rebates                   (7,207,412)        (3,024,826)          (5.81)       (3.44)
                                         ------------         ----------          ------       ------

                                          112,731,282         80,404,318           90.92        91.36
                                         ------------         ----------          ------       ------

     Gross profit                          11,260,146          7,607,330            9.08         8.64

Operating, general and
administrative expenses                    10,482,743          6,775,297            8.45         7.70
                                         ------------         ----------          ------       ------

     Operating income                         777,403            832,033             .63          .94
                                         ------------         ----------          ------       ------

Other income (expense):
     Interest income                          245,229            140,447             .20          .16
     Interest expense                        (574,869)          (223,178)           (.46)        (.25)
     Gain (loss) on sale of
        property and equipment                (43,460)           237,212            (.04)         .27
                                         ------------         ----------          ------       ------

                                             (373,100)           154,481            (.30)         .18
                                         ------------         ----------          ------       ------

     Income before income taxes               404,303            986,514             .33         1.12

Income taxes                                  166,882            395,232             .14          .45
                                         ------------         ----------          ------       ------

     Net income                          $    237,421            591,282             .19          .67
                                         ============         ==========          ======       ======
</TABLE>

See accompanying notes to financial statements and accountant's compilation
report.


                                       5
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                         Statements of Retained Earnings
              Nine months ended April 30, 2000 and 1999 (unaudited)

<TABLE>
<CAPTION>
                                                      2000             1999
                                                   ----------       ---------
<S>                                                <C>              <C>
Balance at beginning of period                     $  960,224         819,490

Net income                                            237,421         591,282
                                                   ----------       ---------

Balance at end of period                           $1,197,645       1,410,772
                                                   ==========       =========
</TABLE>

See accompanying notes to financial statements and accountant's compilation
report.


                                       6
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                            Statements of Cash Flows
                    Nine months ended April 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                 2000                               1999
                                                                 ----                               ----
<S>                                                    <C>               <C>                 <C>               <C>
Cash flows from operating activities:
     Net income                                                          $    237,421                             591,282
     Adjustments to reconcile net income
        to net cash provided (used) by
        operating activities:
          Depreciation and amortization                $    330,071                             265,200
          Gain (loss) on sale of property                    43,460                            (237,212)
          Adjustments for working capital
             changes:
          (Increases) decrease in:
               Receivables                               (3,430,812)                         (5,020,029)
               Inventories                              (25,655,392)                         (1,523,450)
          Increase (decrease) in:
               Accounts payable                          26,381,319                          10,707,167
               Accrued expenses                          (1,064,423)                           (940,023)
               Income taxes                                  77,575                             296,542
                                                       ------------                          ----------

                    Total adjustments                                      (3,318,202)                         (3,548,195)
                                                                         ------------                          ----------

                    Net cash provided (used) by
                       operating activities                                (3,080,781)                          4,139,477

Cash flows from investing activities:
     Purchase of property and equipment                  (5,125,842)                         (1,411,475)
     Purchase of trademark                                      -                                (5,000)
     Purchase of investments                                    -                              (143,850)
     Proceeds from sale of property                         115,417                           1,878,222
                                                       ------------                          ----------

          Net cash provided (used) by
             investing activities                                          (5,010,425)                            317,897

Cash flows from financing activities:
     Net loan proceeds (reduction)                        4,572,586                          (2,351,657)
     Net proceeds from issuance of
        common stock                                        414,417                             236,625
                                                       ------------                          ----------

          Net cash provided by
             financing activities                                           4,987,003                          (2,115,032)
                                                                         ------------                          ----------

     Net increase (decrease) in cash                                       (3,104,203)                          2,342,342

     Cash (deficit) at beginning of period                                  1,092,679                          (1,109,855)
                                                                         ------------                          ----------

     Cash (deficit) at end of period                                     $  2,011,524                           1,232,487
                                                                         ============                          ==========

     Supplementary disclosures of cash
        flow information:
          Interest paid                                                  $    515,047                             233,287
                                                                         ============                          ==========

          Income taxes paid                                              $     89,307                              98,690
                                                                         ============                          ==========
</TABLE>

See accompanying notes to financial statements and accountant's compilation
report.


                                       7
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                          Notes to Financial Statements
                             April 30, 2000 and 1999

(1)  Organization and summary of significant accounting policies:


     Organization:
          Professional Veterinary Products, Ltd. was incorporated in the State
          of Missouri in 1982. The corporation was formed to buy, sell and
          warehouse pharmaceuticals and other veterinary related items. The
          purpose of the corporation is to act as a wholesale distributor
          primarily to shareholders. Shareholders are limited to the ownership
          of one share of stock and must be a licensed veterinarian or business
          entity comprised of licensed veterinarians.

     Summary of significant accounting policies:

          (a)  Basis of accounting:
                    The corporation uses the accrual method of accounting for
                    financial statement and income tax purposes.

          (b)  Concentration of cash balances:
                    The Company's cash funds are located in a single financial
                    institution. The amount on deposit at April 30, 2000 and
                    1999 exceeded the $100,000 federally insured limit.

          (c)  Accounts receivable:
                    Management considers accounts receivable to be fully
                    collectible, accordingly, no allowance for doubtful accounts
                    is required.

          (d)  Inventory:
                    Inventory is valued at the lower of cost or market on the
                    first-in, first-out basis.

          (e)  Property and equipment depreciation:
                    Property and equipment are stated at cost. For financial
                    reporting purposes and income tax purposes, the company uses
                    accelerated depreciation methods over the estimated useful
                    lives of the assets.

See accountant's compilation report.


                                       8
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                    Notes to Financial Statements (continued)
                             April 30, 2000 and 1999

(1)  Summary of significant accounting policies (continued):

          (f)  Cash and cash equivalents:
                    The corporation considers all highly liquid investments with
                    a maturity of three months or less when purchased to be cash
                    equivalents.

          (g)  Amortization:
                    Organizational costs are being amortized over sixty months
                    on a straight-line basis.

                    Financing costs are being amortized over the term of the
                    note on a straight-line basis. This amortization is included
                    in interest expense in the income statement.

                    The intangible costs are being amortized over fifteen years
                    on a straight-line basis.

          (h)  Use of estimates:
                    The preparation of financial statements in conformity with
                    generally accepted accounting principles requires management
                    to make estimates and assumptions that affect certain
                    reported amounts and disclosures. Accordingly, actual
                    results could differ from those estimates.

          (i)  Income taxes:
                    Income taxes are provided for the tax effects of
                    transactions reported in the financial statements and
                    consist of taxes currently due. The amount of income taxes
                    paid or payable for a year is determined by applying the
                    provisions of the enacted tax law to the taxable income for
                    that year.

(2)  For the nine months ended April 30, the Company recognized liabilities for
     overcharges on sales in excess of an agreed to profit margin of 5% totaling
     $4,990,149 (2000), $3,276,011 (1999).


See accountant's compilation report.


                                       9
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                    Notes to Financial Statements (continued)
                             April 30, 2000 and 1999


(3)  Property and equipment:

<TABLE>
<CAPTION>
                                                                        Book Value
                                                  Accumulated     ------------------------
                                      Cost        Depreciation      2000           1999
                                   ----------     ------------    ---------      ---------
<S>                                <C>               <C>          <C>            <C>
               Land                $  953,780            -          953,780        953,780
               Buildings            4,675,527         71,172      4,604,355        346,087
               Equipment            2,844,531        716,353      2,128,178        403,372
                                   ----------        -------      ---------      ---------
                                   $8,473,838        787,525      7,686,313      1,703,239
                                   ==========        =======      =========      =========
</TABLE>


(4)  Long-term debt:

<TABLE>
<CAPTION>
                                                                                    2000
                                                                                -----------
<S>                                                                             <C>
               Note payable, bank, 7.42% interest                               $ 3,972,160
               Note payable, bank, 8.66% interest                                 1,348,262
                                                                                -----------
                                                                                  5,320,422
                              Less current portion due within one year             (332,107)
                                                                                -----------
                                                                                $ 4,988,315
                                                                                ===========
</TABLE>

               Note payable, bank, 7.42% interest:
                    Monthly installments of principal and interest of $32,028
                    with final installment and entire unpaid principal balance
                    due on May 1, 2009. Loan is collateralized by land and
                    building.

               Note payable, bank, 8.66% interest:
                    Monthly installments of principal and interest of $29,032
                    until January, 2005. This note is secured by all business
                    assets.

               Total yearly payments of long-term debt are due as follows:

<TABLE>

<S>                                                                             <C>
               2001                                                             $  332,107
               2002                                                                361,112
               2003                                                                392,664
               2004                                                                426,914
               2005                                                                376,596
               2006 - 2009                                                       3,431,029
                                                                                ----------

                                                                                $5,320,422
                                                                                ==========
</TABLE>


See accountant's compilation report.


                                       10
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                    Notes to Financial Statements (continued)
                             April 30, 2000 and 1999

(5)  Commitments and contingent liabilities - leases:

               On July 28, 1997, the company entered into a lease with IBM
               Credit Corporation for the purpose of leasing related computer
               hardware. The lease minimum rentals are $6,541 per month. The
               lease expires July 30, 2002.

               On February 4, 1998, the company entered into a lease with
               Nebraska Leasing Services, Inc. for the purpose of leasing a
               vehicle. The lease minimum rentals are $649.92 per month for a
               term of 36 months with a final rental installment of $19,500. The
               lease expires January 4, 2001.

               On February 18, 1998, the company entered into a lease with
               Nebraska Leasing Services, Inc. for the purpose of leasing a
               truck. The lease minimum rentals are $451.13 per month for a term
               of 36 months with a final rental installment of $12,000. The
               lease expires January 18, 2001.

               On August 14, 1998, the company entered into a lease with IBM
               Credit Corporation for the purpose of leasing related computer
               hardware. The lease minimum rentals are $3,107 per month for a
               term of 48 months. The lease expires August 14, 2002.

               On August 31, 1999, the company entered into a lease with IOS
               Capital for the purpose of leasing four copiers. The lease
               minimum rentals are $1,216 per month for a term of 48 months. The
               lease expires August 31, 2003.

               On September 1, 1999, the company entered into a lease with US
               Bancorp Leasing & Financial for the purpose of leasing two
               forklifts. The lease minimum rentals are $1,189 per month for a
               term of 48 months. The lease expires September 10, 2003.

               On October 7, 1999, the company entered into a lease with Neopost
               Leasing for the purpose of leasing a postage meter. The lease
               minimum rentals are $687.22 per quarter for a term of 60 months.
               The lease expires October 7, 2004.


See accountant's compilation report.


                                       11
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                    Notes to Financial Statements (continued)
                             April 30, 2000 and 1999

(5)  Commitments and contingent liabilities - leases: (continued)

               On October 10, 1999, the company entered into a lease with US
               Bancorp Leasing & Financial for the purpose of leasing 50
               warehouse scanners. The lease minimum rentals are $6,225 per
               month for a term of 36 months. The lease expires October 8, 2002.

               On November 10, 1999, the company entered into a lease with U.S.
               Bancorp Leasing & Financial for the purpose of leasing a
               warehouse floor scrubber. The lease minimum rentals are $306 per
               month for a term of 60 months. The lease expires October 10,
               2003.

               On November 30, 1999, the company entered into a lease with IBM
               Credit Corporation for the purpose of leasing IBM maintenance.
               The lease minimum lease payments are $1,675 per month for a term
               of 36 months. The lease expires October 31, 2002.

               On February 15, 2000, the company entered into a lease with
               Chrysler Financial Company, LLC for the purpose of leasing a van.
               The lease minimum lease payments are $415.71 per month for a term
               of 36 months. The lease expires February 15, 2003.

               On April 1, 2000, the company entered into a lease with P & L
               Capital Corp., Inc. for the purpose of leasing 11 laptop
               computers. The lease minimum lease payments are $1,627.43 per
               month for a term of 24 months. The lease expires March 31, 2002.

               On April 27, 2000, the company entered into a lease with Chrysler
               Financial Company, LLC for the purpose of leasing a vehicle. The
               lease minimum rentals are $668.52 per month for a term of 36
               months. The lease expires April 27, 2003.

               Minimum future obligations on operating leases in effect on April
               30, 2000 are:

<TABLE>
<S>                                                                             <C>
               Period ended April 30, 2001                                      $282,817
               Period ended April 30, 2002                                       277,129
               Period ended April 30, 2003                                       119,752
               Period ended April 30, 2004                                        12,989
               Period ended April 30, 2005                                           688
                                                                                --------
                                                                                $693,375
                                                                                ========
</TABLE>


See accountant's compilation report.


                                       12
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                    Notes to Financial Statements (continued)
                             April 30, 2000 and 1999


(6)  Transactions between Board of Directors, key employees and the company.

               Professional Veterinary Products, Ltd. had sales to the Board of
               Directors and key employees for the period ended April 30 as
               follows:

<TABLE>
<CAPTION>
                                                               2000            1999
                                                            ----------      ---------
<S>                                                         <C>             <C>
                    Members of the Board of Directors       $2,425,372      2,012,101
                    Key employees                                9,063          4,143
                                                            ----------      ---------

                                                            $2,434,435      2,016,244
                                                            ==========      =========
</TABLE>


(7)  Profit-sharing and 401-K retirement plans:

               The Company provides a non-contributory profit-sharing plan
               covering all full-time employees who qualify as to age and length
               of service. It has been the Company's policy to make
               contributions to the plan as provided annually by the Board of
               Directors. The total provision for the contribution to the plan
               was $0 for the period ended April 30, 2000 and 1999.

               The Company also provides a contributory 401-K retirement plan
               covering all full-time employees who qualify as to age and length
               of service. It is the Company's policy to match a maximum 10%
               employee contribution with a 3% contribution. The total provision
               to the plan was $88,816 and $68,052 for the period ended April
               30, 2000 and 1999, respectively.


See accountant's compilation report.


                                       13
<PAGE>

                          [MARVIN E. JEWELL & CO., P.C.
                          Certified Public Accountants
                                   Letterhead]


                         ACCOUNTANT'S COMPILATION REPORT


Board of Directors
Professional Veterinary Products, Ltd.
Omaha, Nebraska

          We have compiled the accompanying balance sheets of Professional
Veterinary Products, Ltd. as of April 30, 2000 and 1999, and the related
statements of income, retained earnings, and cash flows and accompanying
schedule for the nine months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants.

          A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We have not
audited or reviewed the accompanying financial statements and schedule and,
accordingly, we do not express an opinion or any other form of assurance on
them.


                                   /s/ Marvin E. Jewell & Co., P.C.


Lincoln, Nebraska
May 22, 2000


                                       14
<PAGE>

ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERSTIONS

LIQUIDITY AND CAPITAL RESOURCES

          Our capital requirements relate primarily to working capital, the
expansion of our operations to accommodate sales growth. We maintain significant
inventory levels to fulfill our operating commitment to our customers.
Historically, we have financed our cash requirements primarily from short-term
bank borrowings and cash from operations.

          Net cash provided by operating activities of $4,139,477 for period
ending April 1999 was primarily attributable to increases of $5,020,029 in
accounts receivable and $1,523,450 in inventories. These were partially offset
by an increase of $10,707,167 in accounts payable. Net cash used by operating
activities of $3,080,781 for period ending April 2000 was primarily attributable
to an increase of $3,430,812 in accounts receivable and $25,655,392 in
inventories. These were partially offset by an increase of $26,381,319 in
accounts payable.

          Net cash provided by investing activities of $317,897 for period
ending April 1999 was primarily attributable to investments in property and
equipment. Net cash used by investing activities of $5,010,425 for period ending
April 2000 was primarily attributable to investments in property and equipment.

          Net cash used by financing activities of $2,115,032 for period ending
April 1999 was primarily attributable to reduction of $2,351,657 in loan
proceeds and $236,625 from net proceeds from issuance of common stock. Net cash
provided by financing activities of $4,987,003 period ending April 2000 was
primarily attributable to increases of $4,572,586 in loan proceeds and $414,417
from net proceeds from issuance of common stock.

RESULTS OF OPERATIONS

          Nine months ended April 30, 2000 as compared to the nine months ended
April 30, 1999:

          Net sales for the period ending April 30, 2000 increased by 42.4% or
$36.3 million. Net sales for the period totaled $121.9 million compared to $85.6
million for the same period the previous year. The growth was attributable to
increased sales to existing veterinary shareholders and also the addition of new
shareholders. During the period 53 veterinary practices became shareholders of
the Company. On April 30, 2000 there were 1307 shareholders of the company.

          Gross profit for the period ending April 30, 2000 increased by $3.7
million to $11.3 million compared to $7.6 million for the same period the
previous year. Gross


                                       15
<PAGE>

profit as a percentage of total revenues was 9.1% in the period compared to 8.6%
in the same period the previous year.

     Operating, general and administrative expenses for the period ending April
30, 2000 increased by $3.7 million to $10.5 million in the period compared to
$6.8 million for the same period the previous year. Such operating, general and
administrative expenses as a percentage of total revenues for the period was
8.5% vs. 7.7% in the same period the previous year.


ITEM 3:   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to market risks primarily from changes in U.S.
interest rates. The Company does not engage in financial transactions for
trading or speculative purposes.

     The interest payable on the Company's revolving line of credit is based on
variable interest rates and is therefore affected by changes in market interest
rates. If interest rates on variable rate debt rose .875 percentage points (a
10% change from the interest rate as of April 30, 2000), assuming no change in
the Company's outstanding balance under the line of credit (approximately
$3,665,402 as of April 30, 2000), the Company's annualized income before taxes
and cash flows from operating activities would decline by approximately $32,072.


                                     PART II
                                OTHER INFORMATION

ITEM 1:   LEGAL PROCEEDINGS

     The Company has not been informed of any legal matters that would have a
material adverse effect on its financial condition, results of operation or cash
flow.

ITEM 2:   CHANGES IN SECURITIES AND USE OF PROCEEDS

     (d)  Use of Proceeds:

     On October 19, 1999 the registration statement (Registration No. 333-86629)
for the initial public offering of our common stock became effective. 500 shares
of common stock were registered with an aggregate offering price of $1,500,000.
The offering commenced in California on February 25, 2000 and in Florida on
March 3, 2000. Through April 30, 2000, 119 shares of common stock have been sold
for an aggregate offering price of $357,000.


                                       16
<PAGE>

     The net offering proceeds to the Company after deducting the total expenses
are $229,946.44 as of April 30, 2000.


ITEM 3:   DEFAULTS UPON SENIOR SECURITIES

               None.

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               None.

ITEM 5:   OTHER INFORMATION

               None.

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K

               27.  Financial Data Schedule

          (b)  REPORTS ON FORM 8-K

               The Company filed no current reports on Form 8-K during the
               quarter ended April 30, 2000.


                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

     Date: June 14, 2000                By:  /s/ Dr. Lionel L. Reilly
                                             -----------------------------------
                                             Dr. Lionel L. Reilly, President



                                       17