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

                                 FORM 10-QSB/A

(MARK ONE)
   [X]             QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE PERIOD ENDED JUNE 30, 1997

   [ ]          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ____________ to ____________.


 
                       COMMISSION FILE NUMBER 000-21887

                              CD WAREHOUSE, INC.
                              ------------------
            (Exact name of registrant as specified in its charter)

           DELAWARE                                       73-1504999
           --------                                       ----------          
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

1204 SOVEREIGN ROW, OKLAHOMA CITY, OKLAHOMA                             73108
-------------------------------------------                             -----
 (Address of principal executive offices)                             (Zip Code)

      Registrant's telephone number, including area code:  (405) 949-2422
 



CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PAST 12 MONTHS (OR
FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),
AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                              YES   X     NO
                                  -----      -----

The number of shares outstanding of the Issuer's Common Stock, $.01 par value,
as of August 12, 1997 was 1,820,000.
 
Transitional Small Business Disclosure Format (check one):  YES      NO  X
                                                                 ---    ---
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                           PART II - OTHER INFORMATION


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

    There were no matters submitted to a vote of security holders during the 
three months ended June 30, 1997.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits


Exhibit
Number                                    Exhibit
-------  ----------------------------------------------------------------------

10.1**   Bank One, Oklahoma City, Oklahoma Loan Agreement dated May 16, 1997

l0.2**   Lease Agreement dated April 17, 1997 by and between Will Rogers Service
         Center Phase IV Associates and CD Warehouse, Inc.

27.1*    Financial Data Schedule

-------------------------------------------------------------------------------
* Previously filed         
**Filed electronically herewith

      (b)  Reports on Form S-K

           There were no Reports  on Form S-K filed for the three months ended
           June 30, 1997.
























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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.



                                       CD WAREHOUSE, INC.,
                                       a Delaware corporation


Date: August 25, 1997                  /s/ Jerry W. Grizzle
                                       --------------------------------------
                                       Jerry W. Grizzle
                                       Chairman of the Board of Directors;
                                       President and Chief Executive Officer


Date: August 25, 1997                  /s/ Doyle B. Motley
                                       ---------------------------------------
                                       Doyle E. Motley
                                       Senior Vice-President and
                                       Chief Financial Officer



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