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

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

JuneJuly 1917, 2002
Date of Report

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

Arkansas 0-28469 62-1698524
(State or other jurisdiction
of incorporation)

0-28469
(Commission File Number)

62-1698524
(IRS Employer
of incorporation) Identification No.)

221 W. 2nd St.
Suite 627
Little Rock, Arkansas 72201
(Address, including Zip Code, of principal executive offices)

(501) 707-0360
(Registrant's telephone number, including area code)

Item 1. Changes in Control of Registrant.

Not Applicable.

Item 2. Acquisition or Disposition of Assets.

Not As Applicable.

Itemdisclosed 3. Bankruptcy or Receivership.

Not Applicable.

Item 4. Changes in Registrant'san Certifying8-K Accountant.

Notfiling Applicable.

Itemon 5. Other Events.

On June 419, 2002, Pet Quarters, Inc., was
presented with a "Notice of
Disposition of Collateral" from the first
lien holder on the assets of
PQ Acquisition Company, Inc., (Humboldt
and Maplewood Industries), which
may include the assets of Pet Quarters,
Inc. The Company searched for
alternatives to cure the default; however, these efforts were
unsuccessful. On June 18, 2002 the Company was presented with a Bill of
Sale Sale
foreclosing on all assets of PQ Acquisition Company, Inc., and Pet
Quarters, Inc. At(Refer thisto timeJune 19, the2002 Company8-K isfiling).

Item disputing3. Bankruptcy theor foreclosureReceivership.

Not ofApplicable.
all

Item assets4. Changes ownedin byRegistrant's PetCertifying Quarters,Accountant.

Not IncApplicable.;

Item however5. Other Events.

Subsequent to June 18, 2002 the assetsCompany ofhas PQpursued other alternatives
Acquisition and Company,options; Inc.however, areto notdate inthis disputesearch has been unsuccessful.

The
"Notice Companyof believesDisposition theof Collateral" effectively claimed all assets of
PQ PetAcquisition QuartersCompany, Inc., otherand thanall the
stockunencumbered assets of PQ Acquisition CompanyPet
Quarters, Inc., areand notno properlysignificant includedassets inremain. the
foreclosureAt andpresent, the
Company is consideringcontinuing allto legalpursue remedies.various Thereopportunities; however, there
can be no
assurance assure the Companycompany will be successful in itsthese efforts.
Additionally, orthe thatCompany itmay will
havenot thebe necessaryable funds to pursuemaintain legalits action.current

Michael public Kelly,status Presidentin submittedany hisrequired resignationpublic fromfilings. If the Company is
effective July successful 3,a 2002restructuring of debt and/or dilution to current equity
holders may occur.

Item 6. Resignations of Registrant's Directors.

On Not May 21, 2002 MrApplicable. Tod Fetherling resigned from the Board of Directors.
There were no disputes, which caused Mr. Fetherling to resign.

Item 7. Financial Statements and Exhibits.

Not Applicable.

Item 8. Change in Fiscal Year.

Not Applicable.

Item 9. Regulation FD Disclosure.

Not Applicable.

SIGNATURES

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

PET QUARTERS, INC.

By: /s/ Steven Dempsey
--------------------------
Steven Dempsey
Chief Executive Officer

DATE: JuneJuly 1917, 2002

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