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

July 17, 11/14/2002
Date of Report

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

Arkansas
(State or other jurisdiction
of incorporation)

0-28469
(Commission File Number)

62-1698524
(IRS Employer
Identification No.)

221 PO W.Box 2nd St.6690
Suite 627
Little Rock Sherwood, Arkansas 7220172124
(Address, including Zip Code, of principal executive offices)

(501) 707
801-0360880-5615
(Registrant's telephone number, including area code)

Item 1. Changes in Control of Registrant.

Not Applicable.

Item 2. Acquisition or Disposition of Assets.

As Not disclosedApplicable.

Item 3. Bankruptcy or Receivership.

Not Applicable.

Item 4. Changes in anRegistrant's 8-KCertifying filingAccountant.

Not onApplicable.

Item June5. Other 19Events.

Currently, the Company believes the audit for the 10-KSB for fiscal 2002
and the 10-QSB for the first quarter of fiscal 2003 will be prepared in the near
future. However, these filings may not occur prior to Pet Quarters, Inc., wasbeing
presentedtransferred withfrom the OTCBB to a "Noticenon-listed ofmarket Dispositionor of"pink Collateralsheets". fromAfter the first
lienCompany's holder10-KSB onfor fiscal 2002 and the assets10-QSB offor PQthe Acquisitionfirst Company,quarter Inc.,of (Humboldtfiscal
and2003 Maplewoodhave Industries)been filed, whichthe mayCompany includewill thetake assetsall ofappropriate actions to ensure
that Pet Quarters,
Inc., Oncommon Juneshares 18,are 2002prepared to be re-listed on the
OTCBB. CompanyAlthough, wasmanagement presentedbelieves withthese aevents Billare oflikely Saleto occur, it can
foreclosinggive onno allassurance assetsthey ofwill PQbe Acquisitionsuccessful Company,in Incthese efforts.

Recently, the Company terminated its office lease and Petthe contact
Quarters,information Inc.has (Referchanged to Junethe 19following. Address: PO Box 6690, 2002Sherwood, 8AR
72124; Fax: 801-K880-5615; filing).

Itememail: 3info@petquarters. Bankruptcycom. orThe Receivership.

Notcurrent Applicable.officer and

Itemdirectors 4. Changesof inthe Registrant'sCompany Certifyinghave Accountant.not received compensation since April 2002 and

Notthere Applicable.can be no assurances that the Company may have the financial resources to

Itempay 5. Otherthem Eventsin the future.

Subsequent On toAugust June 1815, 2002 the Company hasentered pursuedinto othera alternativessix-month financial
andconsulting options;services howeveragreement with Stanton, toWalker date& thisCompany, searcha hasNew beenYork
corporation. unsuccessfulAdditionally, the Company contracted with Fordham, Ltd, to provide
consulting services for the Company. The consultants are providing advice and
"Noticecounsel ofto Dispositionassist ofmanagement Collateral"in effectivelytheir claimedefforts allto assetsrestructure and reorganize the
Company. We issued a total of three million (3,000,000) shares of common stock
PQthrough Acquisitionthe Company,'s Inc.,Management andIncentive allPlan unencumbered(MIP) assetson ofAugust Pet28th. On August
Quarters15th, Inc.2002, andSonfield no& significantSonfield, assetsattorneys remain.at Atlaw presentin Houston, the
Company isTexas continuingagreed to
represent pursuethe variouscorporation opportunities;as however,special therecounsel in corporate and securities
canregulation bematters. noTheir assurefee thefor companyperforming these services will be successfulpaid inby these efforts.one
Additionally,or more unaffiliated shareholders of the Company.

On mayJuly not18, be2002 ableGregg toRollins maintainresigned itsfrom currenthis position as Chief
publicFinancial statusOfficer, Secretary of the Company and from all other positions in
related anycompanies requiredand publicsubsidiaries. filingsSubsequently, Mr. IfRollins has agreed to
assist the Company is
successfulin aits restructuringreorganization ofefforts, debtwhich and/ormay dilutioninclude the
preparation of documents relating to currentthe equity
holders10-KSB mayor occurother required corporate
filings.

Item 6. Resignations of Registrant's Directors.

Not Applicable.

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 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: JulyNovember 1714, 2002

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