<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, 2002; 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 134/th/ 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, 2002
         -----                                     -----------------------------
         Common Stock, $1.00 par value                            1,546


<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                         INDEX TO 10-Q FOR THE QUARTERLY
                           PERIOD ENDED APRIL 30, 2002

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

         ITEM 1.  FINANCIAL STATEMENTS

                  Consolidated Balance Sheets as of April 30, 2002 and July 31, 2001    3

                  Consolidated Income Statements for the three and nine months          4
                  ended April 30, 2002 and 2001

                  Consolidated Statements of Cash Flow for the nine months ended        5
                  April 30, 2002 and 2001

                  Notes to Financial Statements                                         6

                  Accountant's Review Report                                            9

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION                          10

         ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES                              11
                  ABOUT MARKET RISK

PART II: OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS                                                     11

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                             11

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                       12

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   12

         ITEM 5.  OTHER INFORMATION                                                     12

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                      12

SIGNATURES                                                                              12
</TABLE>

                          PART I: FINANCIAL INFORMATION

                          ITEM 1: FINANCIAL STATEMENTS

                                        2

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                           Consolidated Balance Sheets
               As of April 30, 2002 (unaudited) and July 31, 2001
                       (in Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                                    April 30,   July 31,
 ASSETS                                                                                2002       2001
                                                                                    ---------   --------
<S>                                                                                <C>          <C>
 Current assets:
   Cash                                                                             $   594     $   657
   Accounts receivable, trade; less allowance for doubtful accounts
     $60 (April 30, 2002) and $0 (July 31, 2001)                                     22,345      15,783
   Accounts receivable, related parties                                               3,186       2,490
   Accounts receivable, other                                                            12         129
   Prepaid income taxes                                                                   -         122
   Inventory                                                                         43,697      22,342
                                                                                    -------     -------
         Total current assets                                                        69,834      41,523
                                                                                    -------     -------

 Property and equipment                                                               9,582       8,916
   Less accumulated depreciation                                                      1,871       1,433
                                                                                    -------     -------
                                                                                      7,711       7,483
                                                                                    -------     -------
 Other assets:
   Goodwill, less accumulated amortization
     $71 (April 30, 2002) and $60 (July 31, 2001)                                       155         166
   Loan origination fee, less accumulated amortization
     $6 (April 30, 2002) and $5 (July 31, 2001)                                          14          15
   Trademark, less accumulated amortization
     $1 (April 30, 2002) and $1 (July 31, 2001)                                           4           4
   Investment in unconsolidated affiliates                                            1,462       1,513
   Cash value life insurance                                                             66          33
                                                                                    -------     -------
                                                                                      1,701       1,731
                                                                                    -------     -------
                                                                                    $79,246     $50,737
                                                                                    =======     =======
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Note payable, line of credit                                                     $12,609   $ 4,294
   Current portion of long-term debt                                                    485       456
   Accounts payable, trade                                                           48,817    31,950
   Accounts payable, related parties                                                  2,131       535
   Other current liabilites                                                           1,970     1,532
                                                                                    -------   -------
         Total current liabilities                                                   66,012    38,767
                                                                                    -------   -------
 Long-term debt                                                                       5,203     5,565
 Deferred income tax liability                                                           29        94
                                                                                    -------   -------
         Total liabilities                                                           71,244    44,426
                                                                                    -------   -------
 Stockholder's equity:
   Common stock, $1 par value per share.  Authorized 30,000 shares; issued
     and outstanding shares 1,546 (April 30, 2002), 1,534 shares (July 31, 2001)          2         2
   Paid-in capital                                                                    4,543     4,415
   Retained earnings                                                                  3,457     1,894
                                                                                    -------   -------
                                                                                      8,002     6,311
                                                                                    -------   -------
                                                                                    $79,246   $50,737
                                                                                    =======   =======
</TABLE>

                                       3

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                         Consolidated Income Statements
     Three and Nine Month Periods Ended April 30, 2002 and 2001 (unaudited)
                        (in Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                    Three Months Ended            Nine Months Ended
                                  ----------------------       ----------------------
                                  April 30,    April 30,       April 30,    April 30,
                                     2002        2001             2002        2001
                                  ---------    ---------       ---------    ---------
<S>                               <C>          <C>             <C>          <C>
Net sales and other revenue       $  63,703    $  51,416       $ 179,501    $ 148,182

Cost of sales                        56,706       47,023         162,697      135,925
                                  ---------    ---------       ---------    ---------

         Gross profit                 6,997        4,393          16,804       12,257

Operating, general and
    administrative expenses           5,354        4,513          14,004       11,662
                                  ---------    ---------       ---------    ---------

         Operating income             1,643         (120)          2,800          595
                                  ---------    ---------       ---------    ---------

Other income (expense):
    Interest income                     131          147             344          400
    Interest expense                   (247)        (255)           (633)        (826)
    Other                                 -            -               -           (3)
    Equity in loss of affiliate         (17)         (18)            (51)         (54)
                                  ---------    ---------       ---------    ---------
                                       (133)        (126)           (340)        (483)
                                  ---------    ---------       ---------    ---------

         Income before taxes          1,510         (246)          2,460          112

Income taxes                            399         (164)            897           90
                                  ---------    ---------       ---------    ---------

         Net income               $   1,111    $     (82)      $   1,563    $      22
                                  =========    =========       =========    =========

Net earnings per share of
    common stock                  $  717.93    $  (56.33)      $1,010.10    $   15.64
                                  =========    =========       =========    =========

Weighted average common
    shares outstanding                1,548        1,465           1,547        1,424
                                  =========    =========       =========    =========
</TABLE>

                                        4

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
              Nine Months Ended April 30, 2002 and 2001 (unaudited)
                                 (in Thousands)


                                                          April 30,  April 30,
                                                            2002       2001
                                                         ---------   ---------
    Cash flows from operating activities:

     Net income                                          $   1,563   $      22
                                                         ---------   ---------
     Adjustments to reconcile net income to net cash
       from operating activities:
         Depreciation and amortization                         451         420
         (Gain) loss on sale of property                         -           3
         Equity in loss of affiliate                            51          54
       (Increase) decrease in:
          Receivables                                       (7,141)      1,622
          Inventories                                      (21,355)     (9,902)
          Cash value life insurance                            (33)          -
       Increase (decrease) in:
          Accounts payable                                  18,462      13,115
          Other accrued current liabilities                    560      (1,350)
          Deferred income tax                                  (65)         66
                                                         ---------   ---------
                Total adjustments                           (9,070)      4,028
                                                         ---------   ---------

                Net cash from operating activities          (7,507)      4,050
                                                         ---------   ---------

    Cash flows from investing activities:
     Purchase of property and equipment                       (666)       (240)
                                                         ---------   ---------

                Net cash from investing activities            (666)       (240)
                                                         ---------   ---------

    Cash flows from financing activities:

     Net loan proceeds (reduction)                           7,982      (4,487)
     Bank overdraft at beginning of period                       -        (399)
     Bank overdraft at end of period                             -         760
     Net proceeds from issuance of
       common stock                                            128         316
                                                         ---------   ---------

                Net cash from financing activities           8,110      (3,810)
                                                         ---------   ---------

    Net increase (decrease) in cash                            (63)          -
    Cash at beginning of fiscal year                           657           -
                                                         ---------   ---------
    Cash at end of period                                $     594   $       -
                                                         =========   =========

    Supplemental disclosure of cash flow information:

     Interest paid                                       $     610   $     795
                                                         =========   =========
     Income taxes paid                                   $     128   $     399
                                                         =========   =========

                                        5

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
            Notes to the Condensed, Consolidated Financial Statements
                                 April 30, 2002
                                   (unaudited)
                        (in Thousands, Except Share Data)

(1)    Accounting policies:
       The accompanying condensed, consolidated financial statements of
       Professional Veterinary Products, Ltd., and its wholly-owned subsidiaries
       (the "Company") have been prepared in accordance with accounting
       principles generally accepted in the United States for interim financial
       information and in accordance with the rules and regulations of the
       United States Securities and Exchange Commission (the "SEC").
       Accordingly, these condensed, consolidated financial statements do not
       include all of the information and footnotes required by accounting
       principles generally accepted in the United States for complete financial
       statements

       The information contained in the financial statements is unaudited. The
       statements reflect all normal and recurring adjustments which, in the
       opinion of management, are necessary for a fair statement of the results
       for the interim periods presented. All significant intercompany accounts
       and transactions have been eliminated.

       The preparation of 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.

       These condensed, consolidated financial statements should be read in
       conjunction with the Company's consolidated financial statements and
       notes thereto included in the Company's Annual Report on Form 10-K for
       the year ended July 31, 2001 filed with the SEC. The Company follows the
       same accounting policies in preparation of interim financial statements.
       These policies are presented in Note 1 to the Consolidated Financial
       Statements included on Form 10-K referred to above.

       The results of operations and cash flows for the nine months ended April
       30, 2002 are not necessarily indicative of the results to be expected for
       the fiscal year ending July 31, 2002 or any other period. Certain amounts
       from prior periods have been reclassified to conform to the current
       period's presentation.

(2)    New accounting pronouncements:
       In June 2001, the Financial Accounting Standards Board finalized FASB
       Statement No. 142, Goodwill and Other Intangible Assets ("FAS 142"). FAS
       142 requires, among other things, that companies no longer amortize
       goodwill, but instead test goodwill for impairment at least annually. In
       addition, FAS 142 requires that the Company identify reporting units for
       the purposes of assessing potential future impairments of goodwill,
       reassess the useful lives of other existing recognized intangible assets,
       and cease amortization of intangible assets with an indefinite useful
       life. An intangible asset with an indefinite useful life should be tested
       for impairment in accordance with the guidance in FAS 142. FAS 142 is
       required to be applied in fiscal years beginning after December 15, 2001
       to all goodwill and other intangible assets recognized at that date,
       regardless of when those assets were initially recognized. FAS 142 also
       requires the Company to complete a transitional goodwill impairment test
       within six months from the date of adoption. The Company is also required
       to reassess the useful lives of other intangible assets within the first
       interim quarter after adoption of FAS 142. The Company believes that the
       adoption of FAS 142 will not have a material impact on the Company's
       financial position or results of operation.

                                        6

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
            Notes to the Condensed, Consolidated Financial Statements
                                 April 30, 2002
                                   (unaudited)
                        (in Thousands, Except Share Data)

(2)    New accounting pronouncements (continued):
       In August 2001, the FASB issued FASB Statement No. 144, Accounting for
       the Impairment or Disposal of Long-Lived Assets ("FAS 144"). This
       statement supercedes FASB Statement No. 121, Accounting for the
       Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
       Of ("FAS 121") and amends Accounting Principles Board Opinion No. 30,
       Reporting Results of Operations - Reporting the Effects of Disposal of a
       Segment of a Business, and Extraordinary, Unusual and Infrequently
       Occurring Events and Transactions. FAS 144 retains the fundamental
       provisions of FAS 121 for recognition and measurement of impairment, but
       amends the accounting and reporting standards for segments of a business
       to be disposed of. FAS 144 is effective for fiscal years beginning after
       December 15, 2001, and interim periods within those fiscal years, with
       early application encouraged. The provisions of FAS 144 generally are to
       be applied prospectively. The Company believes that the adoption of FAS
       144 will not have a material impact on the Company's financial position
       or results of operations.

(3)    Segment information:
       The Company has one reportable segment which buys, sells, and warehouses
       animal health related Items. The Company does not have separate strategic
       business units that offer different products or services. The Company did
       not receive over 10% of revenues from any single external customer.

(4)    Restatement of the condensed, consolidated financial statements:
       Subsequent to the issuance of the Company's condensed, consolidated
       financial statements as of April 30, 2001 on Form 10-Q with the SEC, the
       Company's management determined that the accounting related to the equity
       method investment in AAHA Services Corp would require restatement of the
       financial statements to reflect the change of accounting from the cost
       method to the equity method. The amounts restated include amortization of
       goodwill, accruals of profit sharing and the related income tax expense.
       The effect of the restatement is shown in the table below:

                                          Three Months Ended   Nine Months Ended
                                            April 30, 2001       April 30, 2001
                                            --------------       --------------

Net income as previously reported               $     (100)         $       230
Impact of restatement for:
            Loss in equity of affiliate                (18)                 (54)
            Profit sharing expense                     (92)                (233)
            Income tax                                 128                   79
                                                ----------          -----------

Net income as restated                          $      (82)         $        22
                                                ==========          ===========

                                        7

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
            Notes to the Condensed, Consolidated Financial Statements
                                 April 30, 2002
                                   (unaudited)
                        (in Thousands, Except Share Data)


(4) Restatement of the condensed, consolidated financial statements (continued):
  The principal effect of these items on the accompanying financial statements
  are set forth below:

<TABLE>
<CAPTION>
                                                Consolidated Statements of Income
                                       Three Months Ended                  Nine Months Ended
                                 April 30, 2001   April 30, 2001    April 30, 2001   April 30, 2001
                                 --------------   --------------    --------------   --------------
                                    Previously                          Previously
                                      Reported       As Restated          Reported      As Restated
                                      --------       -----------          --------      -----------
<S>                              <C>              <C>               <C>              <C>
Operating, general, and
    administrative expenses              4,422             4,513            11,429           11,662

Income before taxes                       (138)             (246)              399              112

Income taxes                               (38)             (164)              169               90

Net income                                (100)              (82)              230               22


Net income per share of
    Common Stock                      $ (68.42)         $ (56.33)         $ 161.55          $ 15.64

 Weighted average Common
     shares outstanding                  1,465             1,465             1,424            1,424
</TABLE>

                                        8

<PAGE>

To the Board of Directors
Professional Veterinary Products, Ltd.
Omaha, NE

                           ACCOUNTANT'S REVIEW REPORT

         We have reviewed the accompanying consolidated balance sheet of
Professional Veterinary Products, Ltd. (a Nebraska Corporation) and subsidiaries
as of April 30, 2002, and the related statements of consolidated income for the
three and nine month periods ended April 30, 2002 and 2001 and the consolidated
statement of cash flows for the nine month periods ended April 30, 2002 and 2001
in accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Professional Veterinary Products, Ltd.

         A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

         Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order for them
to be in conformity with generally accepted accounting principles.

         The July 31, 2001 balance sheet included in these financial statements
was audited by us. Our audit report dated April 19, 2002 expressed an
unqualified opinion on that balance sheet.

         As mentioned in an accompanying note, the April 30, 2001 quarterly
information contained in this report has been restated for the change in
accounting for the investment in an affiliate and for certain accruals that were
necessary for presentation in accordance with generally accepted accounting
principles.

                                         /s/ Quick & McFarlin, P.C.


Omaha, Nebraska
June 10, 2002

                                        9

<PAGE>

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

                        (in Thousands, except share data)

LIQUIDITY AND CAPITAL RESOURCES

         The Company expends capital primarily to fund day-to-day operations and
expand those operations to accommodate sales growth. It is necessary for the
Company to expend necessary funds to maintain significant inventory levels in
order to fulfill its commitment to its customers. Historically, the Company has
financed its cash requirements primarily from short term bank borrowings and
cash from operations.

         As in previous years, the Company's capital expenditures were made to
finance day-to-day operations and to expand its operations to accommodate the
growth in the number of customers and corresponding growth in sales. Inventory
needs and expenses associated therewith continue to grow. Capital requirements
have been funded primarily from short-term bank borrowings and cash derived from
its operations.

         During the fourth quarter of the current fiscal year the Company
intends to open a warehouse facility in the eastern part of the United States.
The Company intends to use its line of credit to supply the working capital
needs of this new facility.

         Net cash provided by operating activities of $4,050 for period ending
April 30, 2001 was primarily attributable to a decrease of $1,622 in receivables
and an increase of $13,115 in accounts payable. These were partially offset by
an increase of $9,902 in inventories. Net cash used by operating activities of
$7,507 for period ending April 30, 2002 was primarily attributable to an
increase of $7,141 in receivables and $21,355 in inventories. These were
partially offset by an increase of $18,462 in accounts payable and $1,563 in net
income.

         Net cash used by investing activities of $240 for period ending April
30, 2001 was primarily attributable to investments in equipment, including the
purchase of office, warehouse and computer equipment. Net cash used by investing
activities of $666 for period ending April 30, 2002 was primarily attributable
to investments in equipment, including the purchase of office, warehouse and
computer equipment.

         Net cash used by financing activities of $3,810 for period ending April
30, 2001 was primarily attributable to net loan reduction of $4,487. Net cash
provided by financing activities of $8,110 for period ending April 30, 2002 was
primarily attributable to net loan proceeds of $7,982.

RESULTS OF OPERATIONS

         Nine months ended April 30, 2002 as compared to nine months ended April
30, 2001:

         Net sales and other revenue increased $31,319 to $179,501 compared to
$148,182 for the same period the previous year. The 21% growth was principally
attributable to increased sales to existing customers of $21,022 and to new
customers of $9,794. On April 30, 2002 there were 1,546 shareholders of the
company.

         Gross profit increased $4,547 to $16,804 compared to $12,257 for the
same period the previous year. This increase is primarily attributable to the
increase in net sales and other revenue. Gross profit as a percentage of net
sales and other revenue was 9.4% compared to 8.3% for the same period the
previous year. This increase in gross profit percentage is primarily
attributable to higher margin from the sale of product.

                                       10

<PAGE>

         Operating, general and administrative expenses increased $2,342 to
$14,004 compared to $11,662 for the same period the previous year. This increase
is primarily attributable to support the increase in net sales and other
revenue. These expenses as a percentage of net sales and other revenue was 7.8%
compared to 7.9% for the same period the previous year. This minimal change in
percentage was primarily attributable to maintaining tight control of expenses
while increasing net sales and other revenue.

         Operating income increased $2,205 to $2,800 compared to $595 for the
same period the previous year. This increase is primarily attributable to the
increase in gross profit of $4,547 which was partially offset by the increase in
operating, general and administrative expenses of $2,342.

         The Company's other income (expense) decreased to $340 (expense) from
the $483 (expense) for the same period the previous year. Interest expense
decreased from $826 to $633. The decrease is principally related to lower
interest rates on the revolving line of credit. The total was also partially
offset by a decrease in interest income of $56.

ITEM 3:       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                                 (in Thousands)

         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 .45 percentage
points (a 10% change from the interest rate as of April 30, 2002) assuming no
change in the Company's outstanding balance under the line of credit
(approximately $12,609 as of April 30, 2002), the Company's annualized income
before taxes and cash flows from operating activities would decline by
approximately $57.

                                     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. Through April 30, 2002, 386 shares of common stock have been sold
for an aggregate offering price of $1,158,000.

         There have been no changes since the last reporting period in the
amount or payment of the expenses incurred in connection with the issuance and
distribution of our common stock. Accordingly, a total reasonable estimate of
the amount of expenses is $127,053.56.

         The net offering proceeds to the Company after deducting the total
expenses are $1,030,946.50 as of April 30, 2002.

                                       11

<PAGE>

         On November 8, 2001, the Company filed a registration statement
(Registration No. 333-72962) for the public offering of an additional 500 shares
of common stock, in addition to the shares previously registered under
Registration No. 333-86629 that remain unsold. The SEC is currently reviewing
this registration statement (Registration No. 333-72962).

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

              None

         (b)  REPORTS ON FORM 8-K

         On March 26, 2002, the Company filed a Form 8-K to report that on March
20, 2002, Marvin E. Jewell & Co., P.C. resigned as the Company's independent
auditor. As disclosed on the Form 8-K, effective March 20, 2002 Quick &
McFarlin, P.C. was retained as independent auditor of the registrant for the
fiscal year ending July 31, 2002.

                                   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, 2002          By: /s/ Dr. Lionel L. Reilly, President

                                       12