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

                                   ----------

                                    FORM 10-K/A

(Mark One)

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

       For the fiscal year ended June 30, 2000.

[ ]    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: 000-28469

                               PET QUARTERS, INC.
             (Exact name of registrant as specified in its charter)



                Arkansas                                62-169-8524
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

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

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

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

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

   Common Stock, $.001 par value traded on the Over-the-Counter Bulletin Board

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

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

         On September 5, 2000 there were outstanding 19,957,648 shares of the
registrant's Common Stock, $.001 par value.

         The aggregate market value of the 9,293,855 shares of Common Stock held
by non-affiliates of the registrant as of September 5, 2000 was $10,019,937.42.

         DOCUMENTS INCORPORATED BY REFERENCE

         Not Applicable.



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                                   SIGNATURES

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

                                       PET QUARTERS, INC.


September 27, 2000                     By: /s/ STEVE DEMPSEY
                                          --------------------------------------
                                          Steve Dempsey
                                          Chairman and Chief Executive Officer

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



September 27, 2000                     By: /s/ STEVE DEMPSEY
                                          --------------------------------------
                                          Steve Dempsey
                                          Chairman and Chief Executive Officer


September 27, 2000                     By: /s/ GREGG ROLLINS
                                          --------------------------------------
                                          Gregg Rollins
                                          Chief Financial Officer


September 27, 2000                     By: /s/ NILOO HOWE
                                          --------------------------------------
                                          Niloo Howe
                                          President


September 27, 2000                     By: /s/ ROBERT M. BROWN III
                                          --------------------------------------
                                          Robert M. Brown III
                                          Director


September 27, 2000                     By: /s/ FRANK CREER
                                          --------------------------------------
                                          Frank Creer
                                          Director


September 27, 2000                     By: /s/ J. TOD FETHERLING
                                          --------------------------------------
                                          J. Tod Fetherling
                                          Director


September 27, 2000                     By: /s/ DINO MOSHOVA
                                          --------------------------------------
                                          Dino Moshova
                                          Director


September 27, 2000                     By: /s/ JERRY W. SHELTON
                                          --------------------------------------
                                          Jerry W. Shelton
                                          Director





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