<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934. For the fiscal year ended July 31, 2001; 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)

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
           Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock, par value $1.00 per share
                                (Title of Class)

         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 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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K ((S) 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 to this Form 10-K. [X]

         As of September 30, 2001, the aggregate market value of the voting and
non-voting Common Stock held by non-affiliates of the Registrant was $4,644,000.
Shares of Common Stock held by each executive officer and director of the
Registrant have been excluded in that such persons may be deemed to be
affiliates of the Registrant. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. As of September 30,
2001, 1,548 shares of the Registrant's Common Stock were outstanding.

<PAGE>

         The Undersigned Registrant hereby amends the following item of its
Annual Report on Form 10-K for the year ended July 31, 2001, as set forth below.

  PART IV

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

                           (a)(1)   Financial Statements
                           (a)(3)   Exhibits

         (a)(1)   The following financial statements are filed as part of this
                  report:
<TABLE>
                  <S>                                                                                <C>
                  Independent Auditor's Reports .................................................    F-1
                  Consolidated Balance Sheet at July 31, 2001 and
                           Balance Sheet at July 31,  2000 ......................................    F-2
                  Consolidated Statements of Income at July 31, 2001 and
                           Statements of Income at July 31, 2000 and 1999 .......................    F-3
                  Consolidated Statements of Retained Earnings at July 31, 2001 and
                           Statements of Retained Earnings at July 31, 2000 and 1999.............    F-4
                  Consolidated Statements of Cash Flow at July 31, 2001
                           and Statements of Cash Flow and July 31, 2000 and 1999 ...............    F-5
                  Notes to Financial Statements .................................................    F-6
                  Schedule of Operating, General and Administrative
                           Expenses .............................................................    F-13
</TABLE>


<PAGE>

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

                          Independent Auditor's Report
                          ----------------------------

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

       We have audited the accompanying consolidated balance sheets of
Professional Veterinary Products, Ltd., a Nebraska corporation, and subsidiaries
as of July 31, 2001, and the related consolidating statements of income,
retained earnings, cash flows and accompanying schedule for the year then ended.
We have also audited the balance sheet of Professional Veterinary Products, Ltd.
and subsidiaries as of July 31, 2000 and 1999, and the related consolidated
statements of income, retained earnings, cash flows and accompanying schedule
for the year then ended. 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 audits.

       We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 audits provide a
reasonable basis for our opinion.

       In our opinion, the July 31, 2001 consolidated financial statements
referred to above present fairly, in all material respects, the individual and
consolidated financial position of Professional Veterinary Products, Ltd. and
subsidiaries as of July 31, 2001 and the results of their operations and their
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, the
July 31, 2000 and 1999 financial statements referred to above present fairly, in
all material respects, the financial position of Professional Veterinary
Products, Ltd. as of July 31, 2000 and 1999 and the results of their operations
and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

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

Lincoln, Nebraska
September 5, 2001

                                      F-1

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                   Consolidated Balance Sheet - July 31, 2001
                                      and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                          Balance Sheet - July 31, 2000

<TABLE>
<CAPTION>
Assets
------
Current assets:                                                                                   2001                     2000
                                                                                                  ----                     ----
<S>                                                                                         <C>                       <C>
 Cash ................................................................................      $    656,821                         -
 Accounts receivable, trade, less allowance for doubtful                                      18,273,259                20,635,551
    accounts (0) .....................................................................
 Accounts receivable, stock ..........................................................           114,876                    77,709
 Accounts receivable, other ..........................................................           128,427                   933,116
 Prepaid income taxes ................................................................           121,433                         -
 Inventory ...........................................................................        22,342,323                28,426,707
                                                                                            ------------              ------------
    Total current assets .............................................................        41,637,139                50,073,083
                                                                                            ------------              ------------
Property and equipment ...............................................................         8,916,402                 8,640,410
 Less accumulated depreciation .......................................................         1,433,156                   896,198
                                                                                            ------------              ------------
                                                                                               7,483,246                 7,744,212
                                                                                            ------------              ------------
Other assets:
 Organization expense less accumulated amortization
    $60,556 (2001), $45,444 (2000) ...................................................           166,242                   181,354
 Loan origination fee less accumulated amortization
    $4,833 (2001), $2,833 (2000) .....................................................            15,167                    17,167
 Trademark, less accumulated
    amortization $972 (2001), $639 (2000) ............................................             4,028                     4,361
 Investments .........................................................................         1,643,850                 1,643,850
 Cash value life insurance ...........................................................            32,379                    30,077
 Deferred income tax asset ...........................................................                 -                    5,966
                                                                                            ------------              ------------
                                                                                               1,861,666                 1,882,775
                                                                                            ------------              ------------
                                                                                            $ 50,982,051              $ 59,700,070
                                                                                            ============              ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
 Bank overdraft ......................................................................                 -                   398,914
 Notes payable, bank .................................................................         4,293,713                 8,216,400
 Current portion of long-term debt ...................................................           455,924                   419,603
 Accounts payable, trade .............................................................        32,484,688                37,235,692
 Accrued interest ....................................................................            64,505                   110,611
 Accrued expenses ....................................................................           585,224                   525,505
 Accrued wages .......................................................................           541,289                   611,097
 Accrued profit-sharing ..............................................................           341,207                   347,861
 Accrued income taxes ................................................................                 -                   231,933
 Deferred income tax liability .......................................................            93,959                         -
                                                                                            ------------              ------------
    Total current liabilities                                                                 38,860,509                48,097,616
                                                                                            ------------              ------------

Long-term debt                                                                                 5,565,035                 6,013,631
                                                                                            ------------              ------------
Stockholders' equity:
 Common stock, $1 par value per share. Authorized 30,000
    shares; issued and outstanding 1,534 shares (2001),
    1,381 shares (2000) ..............................................................             1,534                     1,381
 Paid-in capital .....................................................................         4,529,466                 4,070,619
 Retained earnings ...................................................................         2,025,507                 1,516,823
                                                                                            ------------              ------------
                                                                                               6,556,507                 5,588,823
                                                                                            ------------              ------------
                                                                                            $ 50,982,051                59,700,070
                                                                                            ============              ============
</TABLE>

               See accompanying notes to financial statements and
                         independent auditor's report.

                                      F-2

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                Consolidated Statement of Income - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                  Statements of Income - July 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                              Amount                                     Percent
                                                              ------                                     -------
                                            2001               2000           1999            2001         2000        1999
                                            ----               ----           ----            ----         ----        ----
<S>                                      <C>               <C>             <C>               <C>         <C>          <C>
Revenues:
   Net Sales ......................      195,974,134       174,791,078     118,760,595        98.31        97.90       97.14
   Shipping .......................          168,747           119,373         101,435          .08          .07         .08
   Commissions ....................        1,332,578         1,325,276       1,630,808          .67          .74        1.33
   Sales promotion ................        1,817,234         2,272,181       1,716,677          .91         1.27        1.41
   Annual meeting
     reimbursement ................                -                 -          16,609            -            -         .02
   Contracted services ............            5,625                 -               -          .01            -           -
   Miscellaneous ..................           42,343            39,245          27,076          .02          .02         .02
                                        ------------       -----------     -----------       ------       ------      ------

                                         199,340,661       178,547,153     122,253,200       100.00       100.00      100.00
                                        ------------       -----------     -----------       ------       ------      ------

Cost of sales:
    Net purchases .................      186,486,057       168,625,655     114,061,177        93.55        94.45       93.30
    Freight out ...................        4,739,125         3,627,670       2,451,266         2.38         2.03        2.00
    Less vendor rebates ...........       (9,564,763)      (10,319,150)     (4,636,570)       (4.80)       (5.78)      (3.79)
                                        ------------       -----------     -----------       ------       ------      ------

                                         181,660,419       161,934,175     111,875,873        91.13        90.70       91.51
                                        ------------       -----------     -----------       ------       ------      ------

           Gross profit ...........       17,680,242        16,612,978      10,377,327         8.87         9.30        8.49
Operating, general and
administrative expenses
(Schedule) ........................       16,360,464        15,202,927      10,366,843         8.21         8.51        8.48
                                        ------------       -----------     -----------       ------       ------      ------

           Operating income........        1,319,778         1,410,051          10,484          .66          .79         .01
                                        ------------       -----------     -----------       ------       ------      ------

Other income (expense):
        Interest income ...........          504,436           372,795         249,143          .25          .21         .20
        Interest expense ..........       (1,006,078)         (862,420)       (263,198)        (.50)        (.49)       (.22)
        Gain (loss) on sale of
           property and
           equipment ..............           (2,560)          (43,460)        237,212            -         (.02)        .20
                                        ------------       -----------     -----------       ------       ------      ------
                                            (504,202)         (533,085)        223,157         (.25)        (.30)        .18
                                        ------------       -----------     -----------       ------       ------      ------

        Income before taxes .......          815,576           876,966         233,641          .41          .49         .19

Income taxes ......................          306,892           320,367          92,907          .15          .18         .08
                                        ------------       -----------     -----------       ------       ------      ------

          Net income ..............     $    508,684           556,599         140,734          .26          .31         .11
                                        ============       ===========     ===========       ======       ======      ======

          Net earnings per
          share of common
          stock ...................     $     351.54            437.92          128.52
                                        ============       ===========     ===========
</TABLE>

    See accompanying notes to financial statements and independent auditor's
                                    report.

                                      F-3

<PAGE>
             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Consolidated Statement of Retained Earnings - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Statements of Retained Earnings - July 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                         Additional                        Accounts            Total
                                        Common             Paid-In          Retained      Receivable       Stockholders'
                                        Stock              Capital          Earnings        Stock             Equity
                                  ------------------  -----------------  -------------  ---------------    ---------------
<S>                               <C>                 <C>                <C>            <C>                <C>
Balance at 7/31/96                               906        $ 2,644,094        671,917                -          3,316,917
Issuance of stock                                 92            275,908              -                -            276,000
Redemption of stock                              (32)           (95,968)             -                -            (96,000)
Net Income                                         -                  -         46,030                -             46,030
                                  ------------------  -----------------  -------------  ---------------    ---------------
Balance at 7/31/97                               966          2,824,034        717,947                -          3,542,947
Issuance of stock                                100            299,900              -                -            300,000
Redemption of stock                              (18)           (52,982)             -                -            (53,000)
Net income                                         -                  -        101,543                -            101,543
                                  ------------------  -----------------  -------------  ---------------    ---------------
Balance at 7/31/98                             1,048          3,070,952        819,490                -          3,891,490
Issuance of stock                                157            470,843              -                -            471,000
Redemption of stock                              (17)           (49,983)             -                -            (50,000)
Net income                                         -                  -        140,734                -            140,734
                                  ------------------  -----------------  -------------  ---------------    ---------------
Balance at 7/31/99                             1,188          3,491,812        960,224                -          4,453,224
Issuance of stock                                211            632,789              -                -            633,000
Redemption of stock                             (18)           (53,982)              -                -           (54,000)
Accounts receivable stock                          -                  -              -          (64,167)           (64,167)
Net income                                         -                  -        556,599                -            556,599
                                  ------------------  -----------------  -------------  ---------------    ---------------
Balance at 7/31/00                             1,381          4,070,619      1,516,823         (64,167)          5,524,656
Issuance of stock                                172            515,828              -                -            516,000
Redemption of stock                              (19)           (56,981)             -                -            (57,000)
Net change in accounts
     receivable stock                              -                  -              -          (21,417)           (21,417)
Net income                                         -                  -        508,684                -            508,684
                                  ------------------  -----------------  -------------  ---------------    ---------------

Balance at 7/31/01                             1,534        $ 4,529,466      2,025,507          (85,584)         6,470,923
                                  ==================  =================  =============  ===============    ===============
</TABLE>

 See accompanying notes to financial statements and independent auditor's
                                    report.

                                      F-4

<PAGE>
             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
              Consolidated Statement of Cash Flows - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                Statements of Cash Flows - July 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                              2000                      1999                  2001
                                                              ----                      ----                  ----
<S>                                                    <C>                        <C>                      <C>

Cash flows from operating activities:
  Net income .........................................               $   508,684                   556,599                  140,734
  Adjustments to reconcile net income
    to net cash provided (used) by
    operating activities:
      Depreciation and amortization ..................  $   562,956                    443,108                 287,814
      Gain (loss) on sale of property ................        2,560                     43,460                (237,212)
      Adjustments for working capital
       changes:
       (Increases) decrease in:
          Receivables ................................    3,129,185                (10,430,441)             (6,631,793)
          Inventories ................................    6,084,384                (15,839,475)                418,081
          Cash value life insurance ..................       (2,302)                   (30,077)                      -
          Deferred income tax ........................       99,925                     (5,966)                      -
      Increase (decrease) in:
         Accounts payable ............................   (4,751,004)                19,058,909               7,736,566
         Accrued expenses ............................      (62,849)                   298,074                 173,766
         Income taxes payable ........................     (353,366)                   214,026                 (24,533)
                                                        -----------                -----------              ----------

         Total adjustments ...........................                 4,710,119                (6,248,382)               1,722,679
                                                                     -----------                ----------              -----------

          Net cash provided (used) by ................                 5,218,803                (5,691,783)               1,863,413
           operating activities

Cash flows from investing activities:
  Purchase of property and equipment .................     (287,106)                (5,292,415)             (2,762,815)
  Purchase of trademark ..............................                                       -                  (5,000)
  Purchase of investments ............................            -                 (1,500,000)               (143,850)
  Proceeds from sale of property .....................            -                    115,417               1,878,222
                                                        -----------                -----------              ----------

      Net cash provided (used) by
       investing activities ..........................                  (287,106)               (6,676,998)              (1,033,433)

Cash flows from financing activities:
  Net loan proceeds (reduction) ......................   (4,334,962)                10,236,396               1,012,731
  Net proceeds from issuance of
   common stock ......................................      459,000                    640,792                 359,833
                                                        -----------                -----------              ----------

       Net cash provided (used) by
          financing activities .......................                (3,875,962)               10,877,188                1,372,564
                                                                     -----------                ----------              -----------

  Net increase (decrease) in cash ....................                 1,055,735                (1,491,593)               2,202,534
  Cash (deficit) at beginning of year ................                  (398,914)                1,092,679               (1,109,855)
                                                                     -----------                ----------              -----------
  Cash (deficit) at end of year ......................               $   656,821                  (398,914)               1,092,679
                                                                     ===========                ==========              ===========

  Supplementary disclosures of cash flow information:
      Interest paid ..................................               $ 1,052,184                   774,421                  257,725
                                                                     ===========                ==========              ===========
      Income taxes paid ..............................               $   560,333                   106,162                  117,440
                                                                     ===========                ==========              ===========
</TABLE>


See accompanying notes to financial statements and independent auditor's report.


                                      F-5

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                  Notes to Financial Statements - July 31, 2000

(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 domesticated in
                  Nebraska on September 22, 1999. 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.

                  Exact Logistics, LLC was organized in the State of Nebraska on
                  December 6, 2000. The limited liability company is 100% owned
                  by Professional Veterinary Products, Ltd. The purpose of the
                  LLC is to act as a logistics partner to warehouse and ship
                  products to other animal health distributors.

                  ProConn, LLC was organized in the State of Nebraska on
                  December 6, 2000. The limited liability company is 100% owned
                  by Professional Veterinary Products, Ltd. The purpose of the
                  LLC is to act as a supplier of animal health products to the
                  producer or consumer.

                  Professional Veterinary Products, Ltd., Exact Logistics, LLC
                  and ProConn, LLC are presented as combined financial
                  statements because they are related through common ownership
                  and control. Their accounting policies follow generally
                  accepted accounting principles and conform to the common
                  practices of the industry in which they are engaged. Exact
                  Logistics, LLC and ProConn, LLC are single member limited
                  liability companies with Professional Veterinary Products,
                  Ltd. as their only corporate member. They have elected to be
                  treated as an unincorporated branch of the parent entity for
                  financial and income tax purposes. All income taxes of the
                  unincorporated branches are reflected and are the
                  responsibility of the parent entity.

         Summary of significant accounting policies:

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

                  (b)   Consolidation policy:
                            These financial statements include the accounts of
                            Professional Veterinary Products, Ltd. and its
                            single-member limited liability companies Exact
                            Logistics, LLC and ProConn, LLC. All material
                            intercompany accounts and transactions have been
                            eliminated.

                  (c)   Concentration of cash balances:
                            The Company's cash funds are located in a single
                            financial institution. The amount on deposit at July
                            31, 2001 and 2000 exceeded the $100,000 federally
                            insured limit.

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

See independent auditor's report.

                                      F-6

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

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

          (d)  Accounts receivable (continued):
                    Accounts receivable arising from stock sales is presented as
                    a deduction from stockholders' equity to the extent the
                    receivable was not paid in cash prior to the date of the
                    reports. Amounts paid prior are presented as the asset
                    Accounts receivable, stock. Summary of breakdown:

<TABLE>
<CAPTION>
                                                                     2001         2000
                                                                     ----         ----
                    <S>                                          <C>            <C>
                    Total accounts receivable, stock                114,876       77,709
                      Accounts receivable, stock (asset) -
                       paid prior to report dates:
                            September 5, 2001                       (29,292)           -
                            September 20, 2000
                                                                          -      (13,542)
                                                                 ----------     --------

                       Accounts receivable, stock
                          (deduction from stockholders'
                            equity)                              $   85,584       64,167
                                                                 ==========     ========
</TABLE>

          (e)  Inventory:
                    Inventories are stated at the lower of cost or market using
                    the first-in, first-out (FIFO) method of valuation. All
                    products included in inventory are finished goods held for
                    resale.

          (f)  Property and equipment and depreciation:
                    Property and equipment are stated at cost. When an asset is
                    sold or retired, its cost and related accumulated
                    depreciation is eliminated from both the asset and the
                    accumulated depreciation accounts respectively and resulting
                    gains or losses are included in income. Major additions are
                    capitalized and depreciated over their estimated useful
                    lives. For financial reporting purposes, the Company uses
                    the straight-line method and for income tax purposes, the
                    Company uses the accelerated depreciation method. Estimated
                    useful lives for financial purposes are as follows:

                          Buildings..................................   40 years
                          Furniture, Fixtures and Equipment..........    7 years
                          Computer Equipment.........................    5 years
                          Software...................................    3 years

                    Expenditures for major renewals and betterments that extend
                    the useful lives of property and equipment are capitalized.
                    Expenditures for maintenance and repairs are charged to
                    expense as incurred.

          (g)  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.

See independent auditor's report.

                                      F-7

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

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

          (h)   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.

                    We will expense the organizational costs and report as the
                    cumulative effect of a change in accounting principle for
                    the year ending July 31, 2002. Restatement of previously
                    issued financial statements is not permitted per paragraph
                    21 of SOP 98-5.

          (i)   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.

          (j)   Income taxes:
                    Income taxes are provided for the tax effects of
                    transactions reported in the financial statements and
                    consist of taxes currently due plus deferred taxes. Deferred
                    taxes are recognized for differences between the basis of
                    assets and liabilities for financial statement and income
                    tax purposes. The differences related primarily to
                    depreciable assets (use of difference depreciation methods
                    and lives for financial statement and income tax purposes),
                    and Uniform Capitalization Rules Code Sec. 263A
                    (capitalization of direct and indirect costs associated with
                    resale activities). The deferred tax assets and liabilities
                    represent the future tax return consequences of those
                    differences, which will either be deductible or taxable when
                    the assets and liabilities are recovered or settled.
                    Deferred taxes are also recognized for operating losses and
                    tax credits that are available to offset future taxable
                    income.

                    Exact Logistics, LLC and ProConn, LLC are single member
                    limited liability companies with Professional Veterinary
                    Products, Ltd. as their only corporate member. They have
                    elected to be treated as an unincorporated branch of the
                    parent entity for income tax purposes. All income taxes of
                    the unincorporated branches are reflected and are the
                    responsibility of the parent entity.

See independent auditor's report.

                                      F-8

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

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

           (k)  Revenue Recognition:
                  Revenue is recognized when products are shipped to
                  customers. Invoices accompany the shipment. The Company
                  sells animal health products which constitutes all of its
                  gross sales.

                  Sales promotion revenue is money paid to the Company by
                  various manufacturers to promote their products. The
                  promotions are created by the manufacturer and passed on to
                  the consumer by the Company. Sales promotion costs deducted
                  on the Schedule of Operating, General and Administrative
                  Expenses are those related to the sales promotion revenue
                  included in revenue on the Statement of Income.

                  Advertising and marketing costs are expensed when the costs
                  are incurred.

           (l)  Assets - Recognition and Measurement of Impairment
                  The Company policy is to recognize an impairment loss in
                  accordance with SFAS 121 if the sum of the expected future
                  cash flows (undiscounted and without interest charges) is
                  less than the carrying amount of asset. The Company reviews
                  long-lived assets and identifiable intangibles to be held
                  and used for impairment whenever events or changes in
                  circumstances indicated that the carrying amount of an asset
                  may not be recoverable. An impairment loss recognized would
                  be measured as the amount by which the carrying amount of
                  the asset exceeds the fair value of the asset. No current
                  impairment exists and none have been recognized.

(2)  Rebates:

          For the fiscal year ended July 31, the Company netted rebates due to
          stockholders against accounts receivable. The Company offset accounts
          receivable for overcharges on sales in excess of an agreed to profit
          margin of 5% as follows:


<TABLE>
<CAPTION>
                                                           2001              2000
                <S>                                    <C>                <C>
                Accounts Receivable                    $ 23,140,929       26,749,894
                   Less Rebates                          (4,867,670)      (6,114,343)
                                                       ------------       ----------

                         Accounts Receivable, trade    $ 18,273,259       20,635,551
                                                       ============      ===========
</TABLE>

          Net sales reported on the Statement of Income have been reduced by
          rebates as follows:

<TABLE>
<CAPTION>
                                                            2001              2000
                <S>                                    <C>                <C>
                Gross Sales                            $ 200,841,804      180,905,421
                    Less Rebates                          (4,867,670)
                                                       -------------
                                                                           (6,114,343)
                                                                            ---------

                         Net Sales                     $ 195,974,134
                                                       =============      174,791,078
                                                                          ===========
</TABLE>

          Rebates are paid in the form of credits against future purchases,
          never in cash.

See independent auditor's report.

                                      F-9

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

(3)      Property and equipment:

<TABLE>
<CAPTION>
                                                          Accumulated                     Book Value
                                                                                          ----------
                                          Cost            Depreciation           2001          2000
                                          ----            ------------           ----          ----
                <S>                       <C>             <C>                    <C>           <C>
                Land.............    $   953,780                  -            953,780        953,780
                Buildings........      4,715,527            196,064          4,519,463      4,637,352
                Equipment........      3,247,095          1,237,092          2,010,003      2,153,080
                                     -----------          ---------          ---------      ---------
                                     $ 8,916,402          1,433,156          7,483,246      7,744,212
                                     ===========          =========          =========      =========

(4)      Investments - Non Marketable:

              The Company has invested in AAHA Services Corp., of which they
              own 20%.  The remaining 80% is owned by American Animal Hospital
              Association (AAHA).  AAHA operates AAHA Services Corp. without
              regard to the views of Professional Veterinary Products, Ltd.
              The investment is, therefore, carried at cost.

              The Company has invested in Agri-Laboratories, Ltd., of which
              they own less than 5%.  The investment is carried at cost.

<CAPTION>
                                                                                 2001         2000
                                                                                 ----         ----
                     <S>                                                    <C>             <C>
                     Investment in AAHA Services Corp..................     $ 1,500,000     1,500,000
                     Investment in Agri-Laboratories, Ltd..............         143,850       143,850
                                                                            -----------     ---------
                                                                            $ 1,643,850       143,850
                                                                            ===========     =========
</TABLE>

(5)      Cash Surrender value of life insurance:

              The Company owns insurance policies on the Chief Executive
              Officer. The total face value of the policies on the life of the
              Chief Executive Officer was $ 375,000 at July 31, 2001.

(6)      The Company is authorized to issue 30,000 shares of common stock with a
         par value of $1.00. Issued and outstanding were 1,534 shares at July
         31, 2001 and 1,381 shares at July 31, 2000. Holders of common stock are
         entitled to a) one vote for each share held on matters submitted to a
         vote of stockholders, b) a ratable share of dividends declared and c)
         in the event of liquidation or dissolution, a ratable share of earnings
         after liabilities. Shareholders are not permitted to dispose of their
         stock except by a sale back to the Company. The shareholder must give
         the Company written notice of the proposed sale and the Company must
         redeem for cash the share of stock within ninety days of receiving such
         notice, at a price of $3000.

See independent auditor's report.

                                      F-10

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

(7)      Income taxes:

              The company's total noncurrent deferred tax asset and noncurrent
              deferred tax liabilities at July 31 are as follows (computed at
              the statutory rate 34%):

<TABLE>
<CAPTION>
                                                                                           2001            2000
                                                                                           ----            ----
                 <S>                                                                  <C>               <C>
                 Noncurrent deferred tax asset -
                      Inventory overhead costs                                        $    37,400          47,600
                        capitalized for tax purposes.............................

                 Noncurrent deferred tax liability -                                     (131,359)        (41,634)
                   Accumulated depreciation......................................     -----------       ---------

                 Net noncurrent deferred tax asset                                        (93,959)          5,966
                   per financials................................................
                                                                                            5,966               -
                 Prior year deferred tax asset (liability).......................     -----------       ---------

                                                                                           99,925          (5,966
                 Deferred tax expense............................................
                                                                                          255,503         326,333
                 Taxes currently payable                                              -----------       ---------
                                                                                      $   355,428         320,367
                 Income tax provision per financials                                  -----------       ---------


(8)      Long-term debt:
                                                                                           2001            2000
                                                                                           ----            ----
                Note payable, bank, 7.42% interest...............................     $ 3,860,284       3,950,442
                Note payable, bank, 9.10% interest...............................       1,115,150       1,192,534
                Note payable, bank, 8.66% interest...............................       1,045,525       1,290,258
                                                                                      -----------       ---------
                                                                                        6,020,959       6,433,234
                Less current portion due within one year.........................        (455,924)       (419,603)
                                                                                      -----------       ---------
                                                                                      $ 5,565,035       6,013,631
                                                                                      ===========       =========
</TABLE>

                Note payable, bank, 7.42% interest:
                    Monthly installments of principal and interest of $32,028
                    commencing January 1, 2000 with a final installment and
                    entire unpaid principal balance due on June 1, 2009. Loan is
                    collateralized by land and building.

                Note payable, bank, 9.10% interest:
                    Monthly installments of principal and interest of $15,352
                    commencing July 1, 2000 with a final installment and entire
                    unpaid principal balance due on May 1, 2010. Loan is
                    collateralized by land and building.

                Note payable, bank, 8.66% interest:
                    Monthly installments of principal and interest of $29,032
                    commencing February 1, 2000 with a final installment and
                    entire unpaid principal balance due on January 1, 2005. Loan
                    is collateralized by all business assets.

See independent auditor's report.

                                      F-11

<PAGE>


             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)


(8)      Long-term debt (continued):

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

<TABLE>
<CAPTION>
                                 Note Payable    Note Payable     Note Payable
                                 bank, 7.42%      bank, 9.10%      bank, 8.66%
                                  Interest         Interest         Interest         Total
                                  --------         --------         --------         -----
<S>                             <C>              <C>              <C>             <C>
          2002 ..............   $  101,306           86,288          268,330         455,924
          2003 ..............      109,084           94,477          292,512         496,073
          2004 ..............      117,459          103,442          318,873         539,774
          2005 ..............      126,477          113,258          165,810         405,545
          2006 ..............      136,188          124,005                -         260,193
          2007 - 2020 .......    3,269,770          593,680                -       3,863,450
                                ----------        ---------        ---------       ---------
                                $3,860,284        1,115,150        1,045,525       6,020,959
                                ==========        =========        =========       =========
</TABLE>

         The maximum amount available on the revolving line of credit is
         $15,000,000. The balances due on this line of credit were $4,293,713
         and $8,216,400 for 2001 and 2000 respectively. The interest rate as of
         July 31 was 6.50% (2001) and 9.25% (2000), or .25% under the Index.

         All the above loan agreements are with US Bank. These loans are
         collateralized by substantially all of the assets of the Company.

         These loans agreements contain certain covenants to related financial
         ratios. Covenants relating interest bearing debt to tangible net worth
         were waived by the bank for July 31, 2000. The covenants were met for
         July 31, 2001.

(9)      Commitments and contingent liabilities - leases:

              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 were $451 per month for a term of
              36 months with a final rental installment of $12,000. The lease
              expired January 18, 2001.

              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 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 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 August 1, 2003.

See independent auditor's report.

                                      F-12

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

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

              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 per quarter for a term of 5 years. The
              lease expires February 7, 2005.

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

              On November 10, 1999, the company entered into a lease with U.S.
              Bancorp Leasing & Financial for the purpose of leasing a floor
              scrubber. The lease minimum rentals are $306 per month for a term
              of 48 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 November 30, 2002.

              On November 30, 1999, the company entered into a lease with IOS
              Capital for the purpose of leasing related copier parts. The lease
              minimum rentals are $164 per month for a term of 60 months. The
              lease expires November 30, 2004.

              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 $416 per month for a term of
              36 months. The lease expires February 15, 2003.

              On March 6, 2000, the company entered into a lease with IBM Credit
              Corp for the purpose of leasing computer hardware. The lease
              minimum rentals are $6,193 per month for a term of 36 months. The
              lease expires February 6, 2003.

              On March 1, 2000, the company entered into a lease with P & L
              Capital Corp for the purpose of leasing 11 laptop computers. The
              lease minimum rentals are $1,627 per month for a term of 24
              months. The lease expires February 1, 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 $669 per month for a term of 36 months.
              The lease expires April 27, 2003.

              On October 1, 2000, the company entered into a lease with US
              Bancorp Leasing for the purpose of leasing five forklifts. The
              lease minimum rentals are $2,572 per month for a term of 60
              months. The lease expires September 1, 2005.

              On January 23, 2001, the company entered into a lease with P & L
              Capital Corp., Inc. for the purpose of leasing three Dell laptop
              computers. The lease minimum rentals are $394 per month for a
              term of 24 months. The lease expires January 1, 2003.

See independent auditor's report.

                                      F-13

<PAGE>


             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

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

              On April 17, 2001, the company entered into a lease with P & L
              Capital Corp., Inc. for the purpose of leasing one Dell laptop
              computer. The lease minimum rentals are $129 per month for a term
              of 24 months. The lease expires April 17, 2003.

              Minimum future obligations on operating leases in effect on July
              31, 2001 are:

                Period ended July 31, 2002 ...............     $  384,470
                Period ended July 31, 2003 ...............        146,140
                Period ended July 31, 2004 ...............         38,935
                Period ended July 31, 2005 ...............         33,577
                Period ended July 31, 2006 ...............          5,143
                                                               ----------
                                                               $  608,265
                                                               ==========

              The Company is required by its Articles of Incorporation to
              repurchase stock within 90 days of receiving written notice from
              the shareholder requesting a redemption of their stock. The
              redemption price is the price paid by the shareholder for such
              share of stock. Therefore, the Company is contingently liable in
              the amount of $4.5 million as of July 31, 2001.

(10)     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 July 31 as
              follows:

<TABLE>
<CAPTION>
                                                                  2001            2000
                                                                  ----            ----
<S>                                                           <C>             <C>
                   Members of the Board of Directors .......  $ 2,856,581      3,237,383
                   Key employees ...........................        2,505          9,172
                                                              -----------     ----------
                                                              $ 2,859,086      3,246,555
                                                              ===========     ==========
</TABLE>

(11)     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 $341,207 for
              2001 and $347,861 for 2000.

              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 15%
              employee contribution with a 3% contribution. The total provision
              to the plan was $142,227 and $114,593 for the period ended July
              31, 2001 and 2000, respectively.

See independent auditor's report.

                                      F-14

<PAGE>


             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements - July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
            Notes to Financial Statements - July 31, 2000 (continued)

(12)     Segment Information:

              Description of the types of products and services from which each
              reportable segment derives its revenues.
                The Company and subsidiaries have one reportable segment which
                is animal health related items.
                This segment buys, sells and warehouses these items.

              Measurement of segment profit or loss and segment assets.
                The accounting policies of the segment are the same as those
                described in the summary of significant accounting policies. The
                Company and subsidiaries evaluate performance based on profit or
                loss from operations before income taxes not including
                nonrecurring gains and losses.

              Factors management used to identify the enterprise's reportable
              segments.
                The Company and subsidiaries do not have separate strategic
                business units that offer different products or services.

              Information about major customers.
                The Company and subsidiaries do not receive over 10% of revenues
                from any single external customer.

See independent auditor's report.

                                      F-15

<PAGE>


             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
    Consolidated Schedule of Operating, General and Administrative Expenses -
                                 July 31, 2001
                                       and
                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
          Schedule of Operating, General and Administrative Expenses -
                             July 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                 Amount                                        Percent
                                                 ------                                        -------
                                          Years Ended July 31,                           Years Ended July 31,
                                          --------------------                           --------------------
                                        2001              2000            1999          2001        2000      1999
                                        ----              ----            ----          ----        ----      ----
<S>                              <C>                  <C>             <C>              <C>        <C>        <C>
Salaries ........................     7,416,707       6,646,651       4,745,347        3.72         3.72      3.88
Directors' fees .................        53,375          47,750          34,250         .03          .03       .03
Annual meeting ..................             -          13,980          44,940           -          .01       .04
Convention and seminars .........       124,193          84,293          89,557         .06          .05       .07
Insurance .......................       753,353         554,694         393,077         .38          .31       .32
Life Insurance ..................        21,356          12,065          15,681         .01          .01       .01
Office supplies and expense .....       597,630         835,752         325,345         .30          .47       .27
Operating supplies ..............     1,093,316       1,126,498         815,023         .55          .63       .67
Equipment rent ..................       387,699         356,213         234,983         .19          .20       .19
Telephone .......................       213,978         285,714         212,562         .11          .16       .17
Utilities .......................       105,964          91,524          50,988         .05          .05       .04
Accounting fees .................        48,170          43,451          33,330         .02          .02       .03
Legal fees ......................       110,363         100,089          94,326         .06          .06       .08
Taxes, payroll ..................       540,211         437,242         316,736         .27          .24       .26
Taxes, general ..................       235,051         150,433          51,397         .12          .08       .04
Repairs and maintenance .........       143,369         373,436         252,345         .07          .21       .21
Depreciation ....................       545,509         425,653         269,760         .27          .24       .22
Amortization ....................        15,447          15,453          15,440         .01          .01       .01
Contract labor ..................       114,379         125,237          23,515         .06          .07       .02
Advertising .....................         9,414           9,050           5,754           -          .01       .01
Postage .........................        96,660          71,671          71,671         .05          .04       .04
Travel and promotion ............       498,346         393,054         347,062         .25          .22       .28
Dues and subscriptions ..........        22,147          41,377          26,014         .01          .02       .02
Profit sharing and
pension contribution ............       483,434         462,454         330,887         .24          .26       .27
Sales promotion .................     1,374,787       1,522,922         993,836         .69          .85       .81
Bank fees .......................       909,248         587,184         402,980         .46          .33       .33
Equipment maintenance ...........       100,566         217,533          52,227         .05          .11       .04
Bad debts .......................        14,172          14,586           3,784         .01          .01       .01
Miscellaneous ...................       331,620         156,968         134,352         .17          .09       .11
                                   ------------      ----------      ----------        ----         ----      ----
 ................................  $ 16,360,464      15,202,927      10,366,843        8.21         8.51      8.48
                                   ============      ==========      ==========        ====         ====      ====
</TABLE>


See accompanying notes to financial statements and independent auditor's report.

                                      F-16

<PAGE>


     (a)(3) Exhibits

            23.1  Consent of Marvin E. Jewell & Co., P.C.

<PAGE>
                                   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: January 31, 2002


                                   PROFESSIONAL VETERINARY PRODUCTS, LTD.


                                   By:     /s/ Dr. Lionel L. Reilly
                                           -------------------------


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

                    Signature                           Capacity

           /s/ LIONEL L. REILLY                         President
     ----------------------------------
               Lionel L. Reilly

           /s/ NEAL B. SODERQUIST                       Chief Financial Officer
     ----------------------------------
               Neal B. Soderquist

                        *                               Director
     ----------------------------------
               Mark A. Basinger


                        *                               Director
     ----------------------------------
               Raymond C. Ebert II


                        *                               Director
     ----------------------------------
               Fred G. Garrison


                        *                               Director
     ----------------------------------
               Kenneth R. Liska


                        *                               Director
     ----------------------------------
               Wayne E. Rychnovsky



<PAGE>



                             *                                  Director
     --------------------------------------------
                    Chester L. Rawson


                             *                                  Director
     --------------------------------------------
                    Amy Lynne Hinton


                             *                                  Director
     --------------------------------------------
                    Michael L. Whitehair


     *By:       /s/ DR. LIONEL L. REILLY
             ------------------------------------
                        Dr. Lionel L. Reilly
                        As: Attorney-in-fact