EXHIBIT UNITED NUMBERSTATES
SECURITIES DESCRIPTIONAND 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

June 19, 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 (Commission File Number) (IRS Employer
of incorporation) Identification No.)

221 16W. Letter2nd datedSt.
Suite November627
Little 14Rock, 2001Arkansas 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 Applicable.

Item 3. Bankruptcy or Receivership.

Not Applicable.

Item 4. Changes in Registrant's Certifying Accountant.

Not Applicable.

Item 5. Other Events.

On June 4, 2002, Pet Quarters, Inc. was presented with a "Notice of
Disposition of Collateral" from Ernstthe &first Younglien LLPholder addressedon the assets of
PQ Acquisition Company, Inc., (Humboldt and Maplewood Industries), which
may include assets of Pet Quarters, Inc. The Company searched for
alternatives to cure the Securitiesdefault; however, these efforts were
unsuccessful. On June 18, 2002 the Company was presented with a Bill of
Sale foreclosing on all assets of PQ Acquisition Company, Inc., and ExchangePet
Quarters, CommissionInc. regardingAt changethis time, the Company is disputing the foreclosure of
all assets owned by Pet Quarters, Inc.; however, the assets of PQ
Acquisition Company, Inc., are not in certifyingdispute.

The accountantsCompany believes the assets of Pet Quarters, Inc., other than the
stock of PQ Acquisition Company, Inc., are not properly included in the
foreclosure and is considering all legal remedies. There can be no
assurance the Company will be successful in its efforts or that it will
have the necessary funds to pursue legal action.

Michael Kelly, President submitted his resignation from the Company
effective July 3, 2002.

Item 6. Resignations of Registrant's Directors.

On May 21, 2002 Mr. 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: June 19, 2002

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