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<SEC-DOCUMENT>0000943440-05-000470.txt : 20051110
<SEC-HEADER>0000943440-05-000470.hdr.sgml : 20051110
<ACCEPTANCE-DATETIME>20051110101019
ACCESSION NUMBER:		0000943440-05-000470
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050930
FILED AS OF DATE:		20051110
DATE AS OF CHANGE:		20051110

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PETMED EXPRESS INC
		CENTRAL INDEX KEY:			0001040130
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
		IRS NUMBER:				650680967
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0330

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-28827
		FILM NUMBER:		051192195

	BUSINESS ADDRESS:	
		STREET 1:		1441 SW 29 AVENUE
		CITY:			POMPANO BEACH
		STATE:			FL
		ZIP:			33069
		BUSINESS PHONE:		9549794788

	MAIL ADDRESS:	
		STREET 1:		1441 SW 29 AVENUE
		CITY:			POMPANO BEACH
		STATE:			FL
		ZIP:			33069
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>sept05-10q.txt
<TEXT>




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

                            FORM 10-Q

                           (Mark One)

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

        For the quarterly period ended September 30, 2005

                               or

[ ]    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: 000-28827

                      PETMED EXPRESS, INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)

              FLORIDA                       65-0680967
 ------------------------------        ---------------------
(State or other jurisdiction of           (I.R.S. Employer
 incorporation ororganization)           Identification No.)

       1441 S.W. 29th Avenue, Pompano Beach, Florida 33069
       ---------------------------------------------------
            (Address of principal executive offices)

                         (954) 979-5995
         ----------------------------------------------
        (Issuer's telephone number, including area code)

                               N/A
      ------------------------------------------------------
     (Former name, former address and former fiscal year, if
                   changed since last report)

  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 whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).                       Yes [ ]  No [X]


           APPLICABLE ONLY TO CORPORATE ISSUERS

  Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date: 23,720,980 Common Shares, $.001 par value
per share at November 8, 2005.



<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

              PETMED EXPRESS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                    September 30,      March 31,
                                                                        2005              2005
                                                                    ------------      ------------
                                                                     (UNAUDITED)
<S>                                                                 <C>               <C>
                                  ASSETS
                                  ------
Current assets:
   Cash and cash equivalents                                        $  25,617,096     $  12,680,962
   Accounts receivable, less allowance for doubtful
      accounts of $20,000 and $37,000, respectively                       995,273         1,796,756
   Inventories - finished goods                                         8,367,724        11,180,333
   Prepaid expenses and other current assets                              511,721           213,152
                                                                    -------------     -------------
          Total current assets                                         35,491,814        25,871,203

   Property and equipment, net                                          1,057,892         1,286,267
   Deferred income taxes                                                  601,199           582,846
   Intangible asset                                                       365,000           365,000
   Other assets                                                            14,167            14,167
                                                                    -------------     -------------

Total assets                                                        $  37,530,072     $  28,119,483
                                                                    =============     =============
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                 $   2,482,004     $   2,724,990
   Income taxes payable                                                 3,237,936           601,535
   Accrued expenses and other current liabilities                       1,016,584           575,894
                                                                    -------------     -------------

Total current liabilities                                               6,736,524         3,902,419
                                                                    -------------     -------------

Commitments and contingencies

Shareholders' equity:
   Preferred stock, $.001 par value, 5,000,000 shares authorized;
      2,500 convertible shares issued and outstanding with a
      liquidation preference of $4 per share                                8,898             8,898
   Common stock, $.001 par value, 40,000,000 shares authorized;
      23,618,481 and 23,458,725 shares issued and outstanding,
      respectively                                                         23,618            23,459
   Additional paid-in capital                                          12,398,524        12,074,611
   Retained earnings                                                   18,362,508        12,110,096
                                                                    -------------     -------------

          Total shareholders' equity                                   30,793,548        24,217,064
                                                                    -------------     -------------

Total liabilities and shareholders' equity                          $  37,530,072     $  28,119,483
                                                                    =============     =============
</TABLE>

See accompanying notes to condensed consolidated financial statements


                                  1


<PAGE>




              PETMED EXPRESS, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                           (UNAUDITED)
<TABLE>
<CAPTION>
                                                            Three Months Ended                 Six Months Ended
                                                               September 30,                     September 30,
                                                           2005             2004             2005             2004
                                                      -------------    -------------    -------------    -------------
<S>                                                  <C>              <C>              <C>              <C>
 Sales                                               $   38,652,674   $   28,754,697   $   82,284,432   $   64,043,225
 Cost of sales                                           23,801,822       17,141,556       50,574,994       38,568,275
                                                      -------------    -------------    -------------    -------------

 Gross profit                                            14,850,852       11,613,141       31,709,438       25,474,950
                                                      -------------    -------------    -------------    -------------
 Operating expenses:
      General and administrative                          3,808,677        2,971,268        7,661,571        6,193,173
      Advertising                                         6,922,832        5,629,991       14,527,135       13,384,820
      Depreciation and amortization                         131,745          155,294          259,290          314,353
                                                      -------------    -------------    -------------    -------------
 Total operating expenses                                10,863,254        8,756,553       22,447,996       19,892,346
                                                      -------------    -------------    -------------    -------------

 Income from operations                                   3,987,598        2,856,588        9,261,442        5,582,604
                                                      -------------    -------------    -------------    -------------
 Other income (expense):
      Interest expense                                            -             (138)               -             (880)
      Interest income                                       152,715           17,372          252,152           22,005
      Other, net                                             81,821            1,821          122,108            1,411
                                                      -------------    -------------    -------------    -------------
 Total other income (expense)                               234,536           19,055          374,260           22,536
                                                      -------------    -------------    -------------    -------------

 Income before provision for income taxes                 4,222,134        2,875,643        9,635,702        5,605,140

 Provision for income taxes                               1,511,308        1,063,988        3,383,290        1,975,347
                                                      -------------    -------------    -------------    -------------

 Net income                                               2,710,826        1,811,655        6,252,412        3,629,793
                                                      =============    =============    =============    =============

 Net income per common share:
       Basic                                                   0.12             0.08   $         0.27   $         0.16
                                                      =============    =============    =============    =============
       Diluted                                                 0.11             0.08   $         0.26   $         0.15
                                                      =============    =============    =============    =============

 Weighted average number of common shares outstanding:
       Basic                                             23,564,051       22,719,266       23,517,911       22,370,162
                                                      =============    =============    =============    =============
       Diluted                                           24,111,210       23,860,513       24,032,552       23,463,939
                                                      =============    =============    =============    =============

</TABLE>

See accompanying notes to condensed consolidated financial statements


                                  2


<PAGE>


              PETMED EXPRESS, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)
<TABLE>
<CAPTION>

                                                                    Six Months Ended
                                                                      September 30,
                                                                  2005            2004
                                                              ------------    ------------
<S>                                                          <C>             <C>
 Cash flows from operating activities:
    Net income                                               $   6,252,412   $   3,629,793
    Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation and amortization                              259,290         314,353
        Tax benefit related to stock options exercised              38,110         690,512
        Deferred income taxes                                      (18,353)              -
        Bad debt expense (recovery)                                (15,616)          5,852
        (Increase) decrease in operating assets and liabilities:
             Accounts receivable                                   817,099         365,588
             Inventories - finished goods                        2,812,609       1,767,015
             Prepaid expenses and other current assets            (298,569)        (98,674)
             Other assets                                                -           7,655
             Accounts payable                                     (242,986)         25,410
             Income taxes payable                                2,636,401         162,390
             Accrued expenses and other current liabilities        440,690        (273,716)
                                                              ------------    ------------
 Net cash provided by operating activities                      12,681,087       6,596,178
                                                              ------------    ------------

 Cash flows from investing activities:
    Purchases of property and equipment                            (30,915)       (110,583)
                                                              ------------    ------------
 Net cash used in investing activities                             (30,915)       (110,583)
                                                              ------------    ------------
 Cash flows from financing activities:
    Proceeds from the exercise of stock options, warrants,
       and other transactions                                      285,962       1,093,835
    Payments on the loan obligation                                      -         (68,442)
                                                              ------------    ------------
 Net cash provided by financing activities                         285,962       1,025,393
                                                              ------------    ------------

 Net increase in cash and cash equivalents                      12,936,134       7,510,988
 Cash and cash equivalents, at beginning of period              12,680,962       3,278,926
                                                              ------------    ------------

 Cash and cash equivalents, at end of period                 $  25,617,096   $  10,789,914
                                                              ============    ============
 Supplemental disclosure of cash flow information:

    Cash paid for interest                                   $           -   $         802
                                                              ============    ============
    Cash paid for income taxes                               $     727,132   $   1,122,445
                                                              ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements


                                  3


<PAGE>



              PETMED EXPRESS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)

Note 1:  Summary of Significant Accounting Policies

Organization

  PetMed   Express,  Inc.  and  subsidiaries,  d/b/a  1-800-
PetMeds, is a leading nationwide pet pharmacy.  The  Company
markets  prescription and non-prescription  pet  medications
and  other health products for dogs, cats, and horses direct
to the consumer.  The Company offers consumers an attractive
alternative  for  obtaining  pet  medications  in  terms  of
convenience, price, and speed of delivery.

  The   Company   markets  its  products  through   national
television,   on-line  and  direct  mail/print   advertising
campaigns, which aim to increase the recognition of the  "1-
800-PetMeds" brand name, increase traffic on its web site at
www.1800petmeds.com,  acquire  new customers,  and  maximize
- -------------------
repeat  purchases.   The  Company's  executive  offices  are
located in Pompano Beach, Florida.

   The Company's fiscal year end is March 31, and references
herein  to fiscal 2006 or 2005 refer to the Company's fiscal
years ending March 31, 2006 and 2005, respectively.

Basis of Presentation and Consolidation

  The    accompanying   unaudited   Condensed   Consolidated
Financial  Statements have been prepared in accordance  with
the instructions to Form 10-Q and, therefore, do not include
all  of the information and footnotes required by accounting
principles  generally  accepted  in  the  United  States  of
America  for complete financial statements.  In the  opinion
of   management,  the  accompanying  Condensed  Consolidated
Financial Statements contain all adjustments, consisting  of
normal  recurring accruals, necessary to present fairly  the
financial  position  of the Company,  after  elimination  of
intercompany  accounts and transactions,  at  September  30,
2005  and  the  Statements of Income for the three  and  six
months  ended September 30, 2005 and 2004 and Statements  of
Cash  Flows for the six months ended September 30, 2005  and
2004.   The  results  of operations for the  three  and  six
months   ended  September  30,  2005  are  not   necessarily
indicative of the operating results expected for the  fiscal
year  ending  March  31, 2006.  These  financial  statements
should  be read in conjunction with the financial statements
and  notes thereto contained in the Company's annual  report
on  Form 10-K for the fiscal year ended March 31, 2005.  The
Condensed  Consolidated  Financial  Statements  include  the
accounts  of  PetMed  Express, Inc.  and  its  wholly  owned
subsidiaries.   All  significant  intercompany  transactions
have been eliminated upon consolidation.

Use of Estimates

  The   preparation  of  Condensed  Consolidated   Financial
Statements  in conformity with generally accepted accounting
principles   in  the  United  States  of  America   requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent  assets  and  liabilities  at  the  date  of  the
Condensed Consolidated Financial Statements and the reported
amounts  of  revenues  and  expenses  during  the  reporting
period.  Actual results could differ from those estimates.

Recently Issued Accounting Standards

  In  December  2004,  the  Financial  Accounting  Standards
Board  issued  Statement of Financial  Accounting  Standards
("SFAS")  No. 123R, Share Based Payment, which is a revision
of  SFAS  No.  123.   This  Statement supersedes  Accounting
Principles  Board  Opinion ("APB") No.  25,  Accounting  for
Stock  Issued  to  Employees, which is  the  basis  for  the
Company's  current  policy  on  accounting  for  stock-based
compensation.   SFAS  No.  123R will  require  companies  to
recognize as an expense  in  the  Statement  of  Income  the
grant-date  fair  value  of  stock options and other equity-
based compensation issued to  employees.   SFAS  No. 123R is
effective for the Company as of April 1, 2006, the beginning
of  the first quarter in fiscal 2007.  Under the methods  of
adoption  allowed by the standard, awards that are  granted,
modified,  or settled after the date of adoption  should  be
measured and accounted for in accordance with SFAS No. 123R.
The  fair  value of unvested equity-classified  awards  that
were  granted prior to the effective date should be measured
in   accordance   with  SFAS  No.  123  and  recognized   as
compensation expense in the Statement of Income.  Previously
reported amounts may be restated (either to the beginning of
the  year  of  adoption  or for all  periods  presented)  to
reflect  the  SFAS  No. 123R amounts  in  the  Statement  of

                                  4


<PAGE>



Income.   Pro-forma disclosures about the fair value  method
and the impact on net income and net income per common share
appear  in  Note  3 to the Condensed Consolidated  Financial
Statements.   The Company is evaluating the requirements  of
SFAS No. 123R and expects that the adoption of SFAS No. 123R
will  have  a material impact on its Consolidated Statements
of Income and earnings per share.

  The  Company  does  not believe that  any  other  recently
issued,  but  not  yet  effective, accounting  standard,  if
currently  adopted,  will  have a  material  effect  on  the
Company's   consolidated  financial  position,  results   of
operations or cash flows.

Note 2:  Net Income Per Share

  In  accordance  with  the  provisions  of  SFAS  No.  128,
Earnings  Per Share, basic net income per share is  computed
by  dividing net income available to common shareholders  by
the  weighted  average number of common  shares  outstanding
during  the  period.  Diluted net income per share  includes
the  dilutive effect of potential stock options and warrants
exercised  and  the effects of the potential  conversion  of
preferred  shares,  calculated  using  the  treasury   stock
method.    Outstanding   stock   options,   warrants,    and
convertible preferred shares issued by the Company represent
the  only  dilutive  effect reflected  in  diluted  weighted
average shares outstanding.

   The  following is a reconciliation of the numerators  and
denominators of the basic and diluted net income  per  share
computations for the periods presented:

<TABLE>
<CAPTION>

                                                    Three Months Ended           Six Months Ended
                                                       September 30,               September 30,
                                                    2005           2004          2005          2004
                                                 ----------     ----------    ----------    ----------
<S>                                             <C>            <C>           <C>            <C>

Net income (numerator):

  Net income                                    $ 2,710,826    $ 1,811,655   $ 6,252,412   $ 3,629,793
                                                 ==========     ==========    ==========    ==========
Shares (denominator):

  Weighted average number of common shares
    outstanding used in basic computation         23,564,051    22,719,266    23,517,911    22,370,162
  Common shares issuable upon exercise
    of stock options and warrants                    537,034     1,131,122       504,516     1,083,652
  Common shares issuable upon conversion
    of preferred shares                               10,125        10,125        10,125        10,125
                                                  ----------    ----------    ----------    ----------
  Shares used in diluted computation              24,111,210    23,860,513    24,032,552    23,463,939
                                                  ==========    ==========    ==========    ==========
Net income per common share:

  Basic                                         $       0.12   $      0.08   $      0.27   $      0.16
                                                  ==========    ==========    ==========    ==========
  Diluted                                       $       0.11   $      0.08   $      0.26   $      0.15
                                                  ==========    ==========    ==========    ==========
</TABLE>

  For  the  three months ended September 30, 2005 and  2004,
250,000 and 485,500 shares of common stock options,  with  a
weighted average exercise price of $10.64 and $9.69, and for
the  six  months ended September 30, 2005 and 2004,  422,334
and  485,500 shares of common stock options, with a weighted
average  exercise  price of $9.93 and  $9.69,  respectively,
were   excluded  from  the  diluted  net  income  per  share
computation as their exercise prices were greater  than  the
average  market price of the common shares for  the  period,
therefore the effect would have been anti-dilutive.







                                  5


<PAGE>







Note 3:  Accounting for Stock-Based Compensation

   The Company accounts for employee stock options using the
intrinsic  value  method  as  prescribed  by  APB  No.   25,
Accounting  for  Stock  Issued to  Employees.   The  Company
follows   the  disclosure  provisions  of  SFAS   No.   123,
Accounting for Stock-Based Compensation, for employee  stock
options.   Had  the Company determined employee compensation
cost based on the fair value at the grant date for its stock
options  under SFAS No. 123, the Company's net income  would
have  been  decreased  to  the pro forma  amounts  indicated
below:

<TABLE>
<CAPTION>
                                                       Three Months Ended            Six Months Ended
                                                          September 30,                 September 30,
                                                       2005           2004           2005           2004
                                                   -----------    -----------    -----------    -----------
<S>                                               <C>            <C>            <C>            <C>

Reported net income:                              $  2,710,826   $  1,811,655   $  6,252,412   $  3,629,793

Deduct: total stock-based employee compensation
expense determined under fair-value based method
for all awards, net of related tax effects              71,782         73,948        290,798        233,354
                                                   -----------    -----------    -----------    -----------

Pro forma net income:                             $  2,639,044   $  1,737,707   $  5,961,614   $  3,396,439
                                                   ===========    ===========    ===========    ===========
Reported basic net income per share:              $       0.12   $       0.08   $       0.27   $       0.16
                                                   ===========    ===========    ===========    ===========
Pro forma basic net income per share:             $       0.11   $       0.08   $       0.25   $       0.15
                                                   ===========    ===========    ===========    ===========
Reported diluted net income per share:            $       0.11   $       0.08   $       0.26   $       0.15
                                                   ===========    ===========    ===========    ===========
Pro forma diluted net income per share:           $       0.11   $       0.07   $       0.25   $       0.14
                                                   ===========    ===========    ===========    ===========
</TABLE>


Note 4:  Line of Credit

   The  Company  has a $6,000,000 line of  credit  with  RBC
Centura  Bank  ("RBC"), which upon  30  days  notice  has  a
provision  to increase the line to $7,500,000.   On  October
31,  2005, the Company and RBC agreed to extend the maturity
date of the existing line of credit for a period of 60 days.
The line of credit is effective through January 1, 2006, and
the  interest  rate  is at the published thirty  day  London
Interbank  Offered  Rates ("LIBOR")  plus  1.50%  (5.34%  at
September  30,  2005),  and contains various  financial  and
operating  covenants.  As of September 30,  2005  and  2004,
there  was  no balance outstanding under the line of  credit
agreement.

Note 5:  Commitments and Contingencies

  The  Company is a defendant in a lawsuit, filed in  August
2002,  in Texas state district court seeking injunctive  and
monetary  relief  styled Texas State Board of  Pharmacy  and
State  Board  of  Veterinary  Medical  Examiners  v.  PetMed
Express,  Inc.  Cause No. GN-202514, in the  201st  Judicial
District  Court, Travis County, Texas.  The Company  in  its
initial  pleading denied the allegations contained  therein.
The  Company  is vigorously defending, is confident  of  its
compliance  with the applicable law, and finds wrong-on-the-
facts the vast majority of the allegations contained in  the
Plaintiffs'   supporting  documentation  attached   to   the
lawsuit.  We are currently negotiating a settlement  of  the
matter,  although  there  can  be  no  assurances  that  the
negotiations will be successful.  Thus, at this stage it  is
difficult  to  assess the outcome or estimate any  potential
loss in the event of an adverse outcome.

Routine Proceedings

    The  Company  is  a  party  to  routine  litigation  and
administrative  complaints  incidental  to   its   business.
Management does not believe that the resolution  of  any  or
all of such routine litigation and administrative complaints
is likely to have a material adverse effect on the Company's
financial  condition or results of operations.  The  Company
has  settled  complaints that had been  filed  with  various
states'  pharmacy  boards in the  past.   There  can  be  no
assurances made that other states will not attempt  to  take
similar actions against the Company in the future.


                                  6

<PAGE>



Item  2.   Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Executive Summary

  PetMed  Express was incorporated in the state  of  Florida
in  January 1996.  The Company's common stock is  traded  on
the  Nasdaq  National  Market ("NASDAQ")  under  the  symbol
"PETS."  The Company began selling pet medications and other
pet  health products in September 1996, and issued its first
catalog  in  the  fall  of  1997.   This  catalog  displayed
approximately 1,200 items, including prescription  and  non-
prescription pet medications, other pet health products  and
pet  accessories.  In fiscal 2001, the Company  focused  its
product  line on approximately 600 of the most  popular  pet
medications  and other health products for  dogs  and  cats.
Presently, the Company's product line includes approximately
750  of  the  most popular pet medications and other  health
products for dogs, cats, and horses.

  The   Company   markets  its  products  through   national
television,   on-line,  and  direct  mail/print  advertising
campaigns which direct consumers to order by phone or on the
Internet, and aim to increase the recognition of the "1-800-
PetMeds"  brand name.  For the quarter ended  September  30,
2005, approximately 55% of all sales were generated via  the
Internet compared to 52% for the same period last year.

   The  Company's sales consist of products sold  mainly  to
retail  consumers  and  minimally  to  wholesale  customers.
Typically,  the  Company's customers pay by credit  card  or
check at the time the order is shipped.  The Company usually
receives  cash settlement in one to three banking  days  for
sales  paid  by credit cards, which minimizes  the  accounts
receivable   balances  relative  to  the  Company's   sales.
Certain wholesale customers are extended credit terms, which
usually  require  payment within 30 days of  delivery.   The
Company's  sales returns average was approximately  1.6%  of
sales  for both of the quarters ended on September 30,  2005
and  2004.   The  three  month average retail  purchase  was
approximately  $74 per order for both of the quarters  ended
September  30, 2005 and 2004.  The six month average  retail
purchase   was   approximately  $77  and  $76   per   order,
respectively, for the quarters ended September 30, 2005  and
2004.

Critical Accounting Policies

  Our  discussion  and  analysis of our financial  condition
and  the  results  of  our operations  are  based  upon  our
Condensed  Consolidated Financial Statements  and  the  data
used  to prepare them.  The Company's Condensed Consolidated
Financial  Statements have been prepared in accordance  with
accounting  principles  generally  accepted  in  the  United
States  of America.  On an ongoing basis we re-evaluate  our
judgments  and estimates including those related to  product
returns,  bad debts, inventories, long-lived assets,  income
taxes,  litigation and contingencies.  We base our estimates
and  judgments  on our historical experience,  knowledge  of
current  conditions and our beliefs of what could  occur  in
the   future  considering  available  information.    Actual
results  may  differ  from these estimates  under  different
assumptions  or  conditions.  Our estimates  are  guided  by
observing the following critical accounting policies.

Revenue recognition

   The  Company generates revenue by selling pet  medication
products  primarily  to retail consumers  and  minimally  to
wholesale  customers.  The Company's policy is to  recognize
revenue from product sales upon shipment, when the rights of
ownership  and  risk of loss have passed  to  the  consumer.
Outbound  shipping and handling fees are included  in  sales
and   are  billed  upon  shipment.   Shipping  expenses  are
included in cost of sales.

   The  majority of the Company's sales are paid  by  credit
cards  and  the Company usually receives the cash settlement
in  one  to three banking days.  Credit card sales  minimize
accounts receivable balances relative to sales.  The Company
maintains an allowance for doubtful accounts for losses that
the   Company  estimates  will  arise  from  the  customers'
inability  to  make required payments, arising  from  either
credit card charge-backs or insufficient funds checks.   The
Company determines its estimates of the uncollectibility  of
accounts  receivable by analyzing historical bad  debts  and
current economic trends.  At September 30, 2005 and 2004 the
allowance  for  doubtful accounts was approximately  $20,000
and $15,000, respectively.

Valuation of inventory

   Inventories  consist of prescription and non-prescription
pet medications and pet supplies that are available for sale
and are priced at the lower of cost or market value using  a
weighted  average cost method.  The Company writes down  its
inventory for estimated obsolescence.  At September 30, 2005
and  2004  the inventory reserve was approximately  $171,000
and $192,000, respectively.

                                  7

<PAGE>



Property and equipment

   Property and equipment are stated at cost and depreciated
using  the  straight-line method over the  estimated  useful
lives of the assets.  The furniture, fixtures, equipment and
computer software are depreciated over periods ranging  from
three to ten years.  Leasehold improvements and assets under
capital  lease agreements are amortized over the shorter  of
the  underlying lease agreement or the useful  life  of  the
asset.

Long-lived assets

   Long-lived  assets  are reviewed for impairment  whenever
events  or  changes  in  circumstances  indicate  that   the
carrying  amount may not be recoverable.  Recoverability  of
assets  is measured by comparison of the carrying amount  of
the  asset to net future cash flows expected to be generated
from the asset.

Advertising

   The Company's advertising expenses consists primarily  of
television  advertising,  internet  marketing,  and   direct
mail/print  advertising.  Television costs are  expensed  as
the   advertisements  are  televised.   Internet  costs  are
expensed  in the month incurred and direct mail/print  costs
are  expensed  when the related print material is  produced,
distributed or superseded.

Accounting for income taxes

  The Company accounts for income taxes under the provisions
of   SFAS  No.  109,  Accounting  for  Income  Taxes,  which
generally  requires recognition of deferred tax  assets  and
liabilities   for  the  expected  future  tax  benefits   or
consequences  of  events  that have  been  included  in  the
Condensed Consolidated Financial Statements or tax  returns.
Under  this method, deferred tax assets and liabilities  are
determined  based  on  differences  between  the   financial
reporting  carrying values and the tax bases of  assets  and
liabilities, and are measured by applying enacted tax  rates
and  laws  for the taxable years in which those  differences
are expected to reverse.


















                                  8

<PAGE>



Results of Operations

   The  following  should be read in  conjunction  with  the
Company's  Condensed Consolidated Financial  Statements  and
the  related  notes thereto included elsewhere herein.   The
following  table  sets  forth, as  a  percentage  of  sales,
certain   items   appearing  in  the   Company's   Condensed
Consolidated Statements of Income.

<TABLE>
<CAPTION>

                                             Three Months Ended    Six Months Ended
                                               September 30,         September 30,
                                              2005       2004       2005       2004
                                            --------   --------   --------   --------
<S>                                         <C>         <C>        <C>       <C>

 Sales                                       100.0  %   100.0  %   100.0  %   100.0  %
 Cost of sales                                61.6       59.6       61.5       60.2
                                            --------   --------   --------   --------
 Gross profit                                 38.4       40.4       38.5       39.8
                                            --------   --------   --------   --------
 Operating expenses:
      General and administrative               9.9       10.3        9.3        9.7
      Advertising                             17.9       19.6       17.6       20.9
      Depreciation and amortization            0.3        0.5        0.3        0.5
                                            --------   --------   --------   --------
 Total operating expenses                     28.1       30.4       27.2       31.1
                                            --------   --------   --------   --------

 Income from operations                       10.3       10.0       11.3        8.7
                                            --------   --------   --------   --------

 Other income                                  0.6          -        0.4          -
                                            --------   --------   --------   --------

 Income before provision for income taxes     10.9       10.0       11.7        8.7

 Provision for income taxes                    3.9        3.7        4.1        3.0
                                            --------   --------   --------   --------

 Net income                                    7.0        6.3        7.6        5.7
                                            =======    ========   ========   ========
</TABLE>















                                  9

<PAGE>




Three  Months Ended September 30, 2005 Compared  With  Three
Months  Ended  September  30, 2004,  and  Six  Months  Ended
September  30, 2005 Compared With Six Months Ended September
30, 2004

Sales
- -----

   Sales increased by approximately $9,898,000, or 34.4%, to
approximately  $38,653,000 for the quarter  ended  September
30,  2005,  from approximately $28,755,000 for  the  quarter
ended   September  30,  2004.   For  the  six  months  ended
September   30,   2005,  sales  increased  by  approximately
$18,241,000, or 28.5%, to approximately $82,284,000 compared
to  sales  of approximately $64,043,000 for the  six  months
ended  September 30, 2004.  The increase in  sales  for  the
three  and  six  months  ended September  30,  2005  can  be
primarily attributed to increased retail new orders,  retail
reorders and wholesale sales.

    The   Company  has  committed  certain  dollar   amounts
specifically    designated   towards   television,    direct
mail/print  and  on-line  advertising  to  stimulate  sales,
create  brand awareness, and acquire new customers.   Retail
reorder sales have increased by approximately $5,629,000, or
32.7%,  to  approximately $22,868,000 for the  three  months
ended September 30, 2005, from approximately $17,239,000 for
the  three months ended September 30, 2004.  Retail  reorder
sales have increased by approximately $11,447,000, or 30.8%,
to  approximately  $48,631,000  for  the  six  months  ended
September 30, 2005, from approximately $37,184,000  for  the
six months ended September 30, 2004.  Retail new order sales
have  increased by approximately $3,801,000,  or  34.9%,  to
approximately  $14,680,000  for  the  three   months   ended
September 30, 2005, from approximately $10,879,000  for  the
three  months  ended September 30, 2004.  Retail  new  order
sales  have increased by approximately $5,307,000, or 20.6%,
to  approximately  $31,115,000  for  the  six  months  ended
September 30, 2005, from approximately $25,808,000  for  the
six  months ended September 30, 2004.  Wholesale sales  have
increased   by   approximately  $467,000,   or   73.3%,   to
approximately   $1,104,000  for  the  three   months   ended
September  30,  2005, from approximately  $637,000  for  the
three months ended September 30, 2004.  Wholesale sales have
increased   by  approximately  $1,488,000,  or  141.5%,   to
approximately $2,539,000 for the six months ended  September
30,  2005, from approximately $1,051,000 for the six  months
ended    September   30,   2004.    The   Company   acquired
approximately  208,000 new customers for the  quarter  ended
September  30, 2005, compared to approximately  154,000  new
customers  for  the  same period prior year.   For  the  six
months   ended  September  30,  2005  the  Company  acquired
approximately   425,000   new   customers,    compared    to
approximately 345,000 new customers for the same  period  in
the  prior year. The increase in retail sales growth for the
quarter and six months ended September 30, 2005 compared  to
the  quarter and six months ended September 30, 2004 can  be
attributed  to  increased advertising efficiency  with  more
effective creatives, and discount offers.

   The  majority  of our product sales are affected  by  the
seasons, due to the seasonality of mainly heartworm and flea
and  tick  medications.   For the quarters  ended  June  30,
September 30, December 31, and March 31 of fiscal 2005,  the
Company's sales were approximately 33%, 26%, 19%,  and  22%,
respectively.

   In  October 2005, the Company's business was affected  by
Hurricane Wilma.  Due to a failed generator the Company lost
approximately two days of business on its website  and  four
days  of  business in its contact center.  While we are  not
able  to predict with certainty, sales growth and net income
may  have  been  negatively impacted  in  our  third  fiscal
quarter ending on December 31, 2005.

Cost of sales
- -------------

   Cost  of sales increased by approximately $6,660,000,  or
38.9%,  to  approximately $23,802,000 for the quarter  ended
September  30, 2005, from approximately 17,142,000  for  the
quarter ended September 30, 2004.  For the six months  ended
September 30, 2005, cost of sales increased by approximately
$12,007,000, or 31.1%, to approximately $50,575,000 compared
to  cost  of sales of approximately $38,568,000 for the  six
months  ended September 30, 2004.  The increase in  cost  of
sales for the three and six months ended September 30,  2005
is  directly related to the increase in retail and wholesale
sales.   As a percent of sales, the cost of sales was  61.6%
and  59.6% for the three months ended September 30, 2005 and
2004,  respectively, and for the six months ended  September
30,  2005  and  2004  cost of sales  was  61.5%  and  60.2%,
respectively.  The percentage increase can be attributed  to
increases in our product and freight costs, and increases in
our   wholesale  sales,  which  had  a  lower  gross  profit
percentage.   We were also aggressive with our  pricing,  by
offering  more  promotional discounts in  order  to  capture
additional market share.

   As a direct result of Hurricane Wilma, the Company wrote-
off    approximately   $50,000   of   refrigeration-required
inventory during the third fiscal quarter ending on December
31, 2005.


                                  10

<PAGE>



Gross profit
- ------------

   Gross  profit  increased by approximately $3,238,000,  or
27.9%,  to  approximately $14,851,000 for the quarter  ended
September 30, 2005, from approximately $11,613,000  for  the
quarter ended September 30, 2004.  For the six months  ended
September  30, 2005, gross profit increased by approximately
$6,234,000, or 24.5%, to approximately $31,709,000  compared
to  gross  profit of approximately $25,475,000 for  the  six
months  ended  September  30,  2004.   Gross  profit  as   a
percentage of sales was 38.4% and 40.4% for the three months
ended September 30, 2005 and 2004, respectively, and for the
six months ended September 30, 2005 and 2004 gross profit as
a percentage of sales was 38.5% and 39.8%, respectively.

The gross profit  percentage decrease can be  attributed  to
increases in our product and  freight  costs, and  increases
in our  wholesale  sales, which  had  a lower  gross  profit
percentage.  We were also aggressive  with  our  pricing, by
offering more  promotional discounts  in  order  to  capture
additional market share.

General and administrative expenses
- -----------------------------------

    General   and   administrative  expenses  increased   by
approximately   $838,000,   or   28.2%,   to   approximately
$3,809,000  for the quarter ended September 30,  2005,  from
approximately $2,971,000 for the quarter ended September 30,
2004.   For the six months ended September 30, 2005, general
and   administrative  expenses  increased  by  approximately
$1,469,000,  or 23.7%, to approximately $7,662,000  compared
to  general  and  administrative expenses  of  approximately
$6,193,000 for the six months ended September 30, 2004.  The
increase  in  general and administrative  expenses  for  the
three  months ended September 30, 2005 was primarily due  to
the following: a $283,000 increase to payroll expenses which
can  be  attributed to the addition of new employees in  the
customer care and pharmacy departments enabling the  company
to  sustain  its growth; a $236,000 increase to credit  card
and  bank  service fees which can be directly attributed  to
increased  sales  in  the quarter; a  $112,000  increase  to
professional   fees,   primarily   relating   to   increased
pharmacist,  accounting, and legal fees; a $67,000  increase
to  telephone  expenses resulting from  receiving  one  time
usage  credits in the quarter ended September  30,  2004;  a
$77,000 adjustment relating to state/county sales tax  which
was  not  collected  on behalf of our customers;  a  $39,000
increase to office expenses which can be directly attributed
to increased sales in the quarter; and a $30,000 increase to
property  expenses, relating to additional rent due  to  our
warehouse  expansion,  and  a  $6,000  decrease   to   other
expenses.

   The  increase in general and administrative expenses  for
the six months ended September 30, 2005 was primarily due to
the  following: a $425,000 increase to credit card and  bank
service  fees which can be directly attributed to  increased
sales in the period; a $307,000 increase to payroll expenses
which can be attributed to the addition of new employees  in
the  customer  care  and pharmacy departments  enabling  the
company  to  sustain  its  growth; a  $287,000  increase  to
professional   fees,   primarily   relating   to   increased
pharmacist, accounting, and legal fees; a $265,000  one-time
charge  relating  to state/county sales tax  which  was  not
collected on behalf of our customers; a $57,000 increase  to
telephone  expenses resulting from receiving one time  usage
credits  in the quarter ended September 30, 2004; a  $55,000
increase  to property expenses, relating to additional  rent
due to our warehouse expansion; a $41,000 increase to office
expenses which can be directly attributed to increased sales
in  the  period;  a $23,000 increase to insurance  expenses,
relating  to additional premiums paid; and a $9,000 increase
to other expenses.

   As  a  direct  result  of Hurricane  Wilma,  the  Company
incurred   unanticipated   hurricane-related   charges    of
approximately $40,000 during the third fiscal quarter ending
December 31, 2005. These  charges included mainly  generator
and fuel  expenses.

Advertising expenses
- --------------------

     Advertising   expenses   increased   by   approximately
$1,293,000,  or 23.0%, to approximately $6,923,000  for  the
quarter   ended   September  30,  2005,  from  approximately
$5,630,000  for the quarter ended September 30,  2004.   For
the   six  months  ended  September  30,  2005,  advertising
expenses increased by approximately $1,142,000, or 8.5%,  to
approximately  $14,527,000 compared to advertising  expenses
of  approximately  $13,385,000  for  the  six  months  ended
September  30,  2004.  The increase in advertising  expenses
for  the  three and six months ended September 30, 2005  was
due   to  the  Company's  plan  to  commit  certain  amounts
specifically    designated   towards   television,    direct
mail/print  and  on-line  advertising  to  stimulate  sales,
create brand awareness, and acquire new customers.

                                  11

<PAGE>



  The advertising costs of acquiring a new customer, defined
as   total   advertising  costs  divided  by  new  customers
acquired, for the quarter ended September 30, 2005 was  $33,
compared to $37 for the same period the prior year, and  for
the  six  months  ended September 30, 2005, the  advertising
cost of acquiring a new customer was $34 compared to $39 for
the  same  period prior year.  We can attribute this  to  an
increase  in  advertising  efficiency  with  more  effective
creatives.   As  a percentage of sales, advertising  expense
was 17.9% and 19.6% for the three months ended September 30,
2005 and 2004, respectively, and 17.6% and 20.9% for the six
months ended September 30, 2005 and 2004, respectively.  The
Company  expects  advertising as a percentage  of  sales  to
range  from  approximately 17.0% to 19.0%  in  fiscal  2006.
However, that advertising percentage will fluctuate  quarter
to quarter due to seasonality and advertising availability.

Depreciation and amortization expenses
- --------------------------------------

    Depreciation  and  amortization  expenses  decreased  by
approximately  $23,000, or 15.2%, to approximately  $132,000
for the quarter ended September 30, 2005, from approximately
$155,000 for the quarter ended September 30, 2004.  For  the
six  months  ended  September  30,  2005,  depreciation  and
amortization expenses decreased by approximately $55,000, or
17.5%,  to  approximately $259,000 compared to  depreciation
and  amortization expenses of approximately $314,000 for the
six  months  ended  September 30, 2004.   This  decrease  in
depreciation  and  amortization expense for  three  and  six
months  ended  September  30,  2005  can  be  attributed  to
decreased  property and equipment additions since the  first
quarter of fiscal 2005.

Other income
- ------------

   Other  income  increased  by  approximately  $216,000  to
approximately  $235,000 for the quarter ended September  30,
2005,  from  approximately $19,000  for  the  quarter  ended
September 30, 2004.  For the six months ended September  30,
2005,  other  income increased by approximately $351,000  to
approximately   $374,000  compared  to   other   income   of
approximately $23,000 for the six months ended September 30,
2004.   The  increase  to  other  income  can  be  primarily
attributed to increased interest income due to increases  in
the  Company's cash balance, which is swept into an interest
bearing overnight account and tax-free short term investment
accounts,  and  advertising  revenue  generated   from   our
website.

Provision for income taxes
- --------------------------

   For  the quarters ended September 30, 2005 and 2004,  the
Company  recorded  an income tax provision of  approximately
$1,511,000  and $1,064,000, respectively, which resulted  in
an effective tax rate of 35.8% and 37.0%,  respectively. The
effective  tax  rate  decreased  due  to  the fact that  the
interest income earned by the Company in  the  quarter ended
September 30, 2005 was  a result of  investments in tax-free
securities. For  the  six  months  ended September 30,  2005
and  2004,  the Company recorded  an income tax provision of
approximately $3,383,000 and $1,975,000, respectively, which
resulted  in  an  effective  tax  rate  of  35.1% and 35.2%,
respectively.

Liquidity and Capital Resources

    The Company's working capital at September 30, 2005  and
March    31,   2005   was   $28,755,000   and   $21,969,000,
respectively.   The $6,786,000 increase in  working  capital
was  primarily  attributable to  cash  flow  generated  from
operations  and  the exercise of stock  options.   Net  cash
provided   by  operating  activities  was  $12,681,000   and
$6,596,000 for the six months ended September 30,  2005  and
2004,  respectively.  Net cash used in investing  activities
was  $31,000 and $111,000 for the six months ended September
30,  2005  and  2004, respectively.  Net  cash  provided  by
financing  was  $286,000 and $1,025,000 for the  six  months
ended  September  30,  2005  and 2004,  respectively.   This
$739,000  decrease can be attributed to a  decrease  in  the
number  of stock options and warrants exercised in  the  six
months  ended  September 30, 2005 as  compared  to  the  six
months ended September 30, 2004.

   The  Company  has a $6,000,000 line of  credit  with  RBC
Centura  Bank  ("RBC"), which upon  30  days  notice  has  a
provision  to increase the line to $7,500,000.   On  October
31,  2005, the Company and RBC agreed to extend the maturity
date of the existing line of credit for a period of 60 days.
The line of credit is effective through January 1, 2006, and
the  interest  rate  is at the published thirty  day  London
Interbank  Offered  Rates ("LIBOR")  plus  1.50%  (5.34%  at
September  30,  2005),  and contains various  financial  and
operating  covenants.  As of September 30,  2005  and  2004,
there  was  no balance outstanding under the line of  credit
agreement.

                                  12

<PAGE>



   On May 18, 2005 the Company signed an amendment to extend
its  current  lease  agreement through May  31,  2009.   The
amendment terms are similar to the existing lease agreement,
and  the Company exercised its option to lease an additional
3,600 square feet to expand its warehouse.  This addition to
the  warehouse  was  necessary  to  increase  the  Company's
capacity  to  store  additional inventory  during  our  peak
season.   Under the terms of the new amendment  the  Company
will be leasing 43,000 square feet.


   The  Company  had financed certain equipment acquisitions
with capital leases.  As of September 30, 2005 and 2004  the
Company had no outstanding lease commitments except for  the
lease   for  its  executive  offices  and  warehouse.    The
Company's  sources  of  working capital  include  cash  from
operations,  line  of  credit, and  the  exercise  of  stock
options.  For the remainder of fiscal 2006, the Company  has
approximately  $350,000 planned for capital expenditures  to
expand  the  Company's warehouse, pharmacy  and  fulfillment
operations, to maintain existing capital assets and  to  add
additional  computer  equipment  to  further  the  Company's
growth.   These capital expenditures will be funded  through
cash from operations.

  The  Company  presently has no need for other  alternative
sources  of  working  capital  and  at  this  time,  has  no
commitments, or plans to obtain additional capital.   If  in
the  future,  the Company seeks to raise additional  capital
through the sale of equity securities, no assurances can  be
given  that  the  Company  will be successful  in  obtaining
additional  capital, or that such capital will be  available
on  terms acceptable to the Company.  Further, there can  be
no  assurances  that  even  if such  additional  capital  is
obtained, the Company will sustain profitability or positive
cash flow.

Cautionary Statement Regarding Forward-Looking Information

  Certain information in this Quarterly Report on Form  10-Q
includes  forward-looking statements within the  meaning  of
Section  27A  of the Securities Act of 1933 and Section  21E
of  the  Securities Exchange Act of 1934.  You can  identify
these  forward-looking statements by the  words  "believes,"
"intends,"  "expects,"  "may,"  "will,"  "should,"  "plans,"
"projects,"     "contemplates,"    "intends,"     "budgets,"
"predicts,"   "estimates,"   "anticipates,"    or    similar
expressions.  These statements are based on our beliefs,  as
well  as  assumptions  we have used based  upon  information
currently   available  to  us.   Because  these   statements
reflect  our  current views concerning future events,  these
statements  involve  risks, uncertainties  and  assumptions.
Actual  future  results  may differ significantly  from  the
results  discussed  in  the forward-looking  statements.   A
reader,  whether  investing in  our  common  stock  or  not,
should  not  place  undue reliance on these  forward-looking
statements,  which  apply  only  as  of  the  date  of  this
quarterly report.

  When  used in this quarterly report on Form 10-Q,  "PetMed
Express,"    "1-800-PetMeds,"   "PetMed,"   "1-888-PetMeds,"
"PetMed Express.com," "the Company,"  "we," "our," and  "us"
refers to PetMed Express, Inc. and our subsidiaries.

Item  3.    Quantitative and Qualitative  Disclosures  About
Market Risk.

  Market risk generally represents the risk that losses  may
occur  in the value of financial instruments as a result  of
movements in interest rates, foreign currency exchange rates
and  commodity  prices.  Our financial  instruments  include
cash  and  cash  equivalents, accounts receivable,  accounts
payable,  line  of credit, and debt obligations.   The  book
values   of  cash  equivalents,  accounts  receivable,   and
accounts payable are considered to be representative of fair
value  because  of the short maturity of these  instruments.
As  of  September 30, 2005, the Company had  no  outstanding
debt obligations.

  We  do  not  utilize  financial  instruments  for  trading
purposes  and  we  do  not  hold  any  derivative  financial
instruments that could expose us to significant market risk.
Our  exposure  to market risk for changes in interest  rates
relates  primarily  to our obligations  under  our  line  of
credit.   As  of November 8, 2005, there was no  outstanding
balance under the line of credit agreement.

  The  above  sensitivity analysis for  interest  rate  risk
excludes  accounts receivable, accounts payable and  accrued
liabilities  because  of  the short-term  maturity  of  such
instruments.  The analysis does not consider the effect this
movement  may have on other variables including  changes  in
revenue  volumes  that  could be  indirectly  attributed  to
changes  in  interest  rates.  The actions  that  management
would  take  in  response to such  a  change  are  also  not
considered.   If it were possible to quantify  this  impact,
the  results  could well be different than  the  sensitivity
effects shown above.

                                  13

<PAGE>



Item 4.   Controls and Procedures.

  The  Company's  management, including our Chief  Executive
Officer  and  Chief  Financial  Officer,  has  conducted  an
evaluation of the effectiveness of the design and  operation
of  our  disclosure controls and procedures (as  defined  in
Rule 13a-14(c) promulgated under the Securities Exchange Act
of  1934, as amended) as of the quarter ended September  30,
2005,  the  end  of the period covered by this  report  (the
"Evaluation Date").  Based upon that evaluation,  our  Chief
Executive   Officer   and  Chief  Financial   Officer   have
concluded,  that our disclosure controls and procedures  are
effective for timely gathering, analyzing and disclosing the
information we are required to disclose in our reports filed
under  the  Securities  Exchange Act of  1934,  as  amended.
There  have been no significant changes made in our internal
controls or in other factors that could significantly affect
our  internal controls over financial reporting  during  the
period covered by this report.

                                  14

<PAGE>



PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

None

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.   Defaults Upon Senior Securities

None

Item 4.   Submission of Matters to a Vote of Security Holders.

We held our annual stockholders' meeting in Pompano Beach,
Florida on August 5, 2005.  Stockholders voted on whether:

  1. To amend the Company's Articles of Incorporation to provide for
     staggered terms for our Board of Directors;

  2. To elect six directors to the Board of Directors;

  3. To ratify the appointment of Goldstein Golub Kessler LLP, as
     independent auditors.

  With a majority of the outstanding shares voting either by
proxy  or  in person, the stockholders approved proposals  2
and 3, (proposal 1 did not pass), with voting as follows:

Proposal 1.                          For         Against        Abstain
- -----------                      ------------  ------------  ------------
To amend the Company's Articles    2,578,954     3,480,700        53,171
 of Incorporation to provide for
 staggered terms for our Board
 of Directors.


Proposal 2.                         For                  Against
- -----------                     ------------         ------------
Election of directors:
Menderes Akdag                   14,349,704              663,041
Frank J. Formica                 14,349,428              663,317
Gian Fulgoni                     14,354,650              658,095
Ronald J. Korn                   14,353,550              659,195
Marc Puleo, M.D.                 14,304,660              708,085
Robert C. Schweitzer             14,353,975              658,770

Proposal 3.                           For           Against    Abstain
- -----------                       ------------  ------------  ------------
To ratify the appointment of       13,982,250        23,087        19,620
Goldstein Golub Kessler LLP,
as independent auditors.



Item 5.     Other Information.

None









                                  15

<PAGE>



Item 6.     Exhibits.

(a)      The following exhibits are filed as part of this report.

31.1   Certification of Principal Executive Officer Pursuant to
       Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under
       the Securities Exchange Act of 1934, as amended (filed herewith
       to Exhibit 31.1 of the Registrant's Report on Form 10-Q for the
       quarter ended September 30, 2005, Commission File No. 000-28827).

31.2   Certification of Principal Financial Officer Pursuant to
       Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under
       the Securities Exchange Act of 1934, as amended (filed herewith
       to Exhibit 31.2 of the Registrant's Report on Form 10-Q for the
       quarter ended September 30, 2005, Commission File No. 000-28827).

32.1   Certification Pursuant to 18 U.S.C. Section  1350,
       as  adopted Pursuant to Section 906 of the Sarbanes-Oxley
       Act  of  2002  (filed  herewith to Exhibit  32.1  of  the
       Registrant's  Report on Form 10-Q for the  quarter  ended
       September 30, 2005, Commission File No. 000-28827).











                                  16

<PAGE>





                           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 thereunto duly
authorized.

PETMED EXPRESS, INC.
 (The "Registrant")

Date: November 8, 2005

By:/s/  Menderes Akdag
   -------------------------------------
        Menderes Akdag

   Chief Executive Officer and President
   (principal executive officer)

By:/s/  Bruce S. Rosenbloom
   -------------------------------------
        Bruce S. Rosenbloom

   Chief Financial Officer
   (principal financial and accounting officer)













                                  17

<PAGE>








______________________________________________________________________
______________________________________________________________________




                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                     _______________________



                       PETMED EXPRESS, INC


                     _______________________



                            FORM 10-Q


                     FOR THE QUARTER ENDED:

                       SEPTEMBER 30, 2005



                     _______________________


                            EXHIBITS

                     _______________________









______________________________________________________________________
______________________________________________________________________



<PAGE>




                          EXHIBIT INDEX

Exhibit                                     Number of Pages in   Incorporated
Number                Description            Original Document   By Reference



31.1   Certification of Principal Executive
       Officer Pursuant to Section 302 of the
       Sarbanes-Oxley Act of 2002                      1               **


31.2   Certification of Principal Financial
       Officer Pursuant to Section 302 of the
       Sarbanes-Oxley Act of 2002                      1               **


32.1   Certification Pursuant to 18 U.S.C.
       Section 1350, as adopted Pursuant to
       Section 906 of the Sarbanes-Oxley Act
       of 2002                                         1               **


** Filed herewith











<PAGE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>sept05q-ex311.txt
<TEXT>
                                                     Exhibit 31.1

          CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

    PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, MENDERES AKDAG, certify that:

1.I  have  reviewed this quarterly report on Form 10-Q of  PetMed
Express, Inc.;

2.Based  on my knowledge, this quarterly report does not  contain
any  untrue  statement of a material fact  or  omit  to  state  a
material fact necessary to make the statements made, in light  of
the circumstances made, not misleading with respect to the period
covered by this quarterly report;

3.Based  on  my  knowledge, the financial statements,  and  other
financial  information included in this quarterly report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this quarterly report;

4.The registrant's other certifying officer and I are responsible
for   establishing  and  maintaining  disclosure   controls   and
procedures (as defined in Exchange Act Rules 13a-15(e)  and  15d-
15(e)) for the registrant and we have:

a)  Designed such disclosure controls and procedures,  or  caused
such  disclosure  controls and procedures to be designated  under
our supervision, to ensure that material information relating  to
the  registrant, including its consolidated subsidiaries, is made
known  to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;

b)  Evaluated  the  effectiveness of the registrant's  disclosure
controls  and  procedures  and  presented  in  this  report   our
conclusions  about  the effectiveness of the disclosure  controls
and  procedures,  as  of the end of the period  covered  by  this
quarterly report based on such evaluation; and

c)  Disclosed  in  this  quarterly  report  any  changes  in  the
registrant's  internal  control  over  financial  reporting  that
occurred during the registrant's most recent fiscal quarter  (the
registrant's  fourth  fiscal quarter in the  case  of  an  annual
report) that has materially affected, or is reasonably likely  to
materially   affect,  the  registrant's  internal  control   over
financial reporting; and

5.   The  registrant's  other  certifying  officer  and  I   have
disclosed,  based on our most recent evaluation of  the  internal
controls  over financial reporting, to the registrant's  auditors
and  the  audit committee of the registrant's board of  directors
(or persons performing the equivalent functions):

a)  All  significant deficiencies and material weaknesses in  the
design or operation of internal controls over financial reporting
which  are reasonably likely to adversely affect the registrant's
ability  to record, process, summarize and report financial  data
and  have  identified for the registrant's auditors any  material
weaknesses in internal controls; and

b)  Any  fraud, whether or not material, that involves management
or   other  employees  who  have  a  significant  role   in   the
registrant's internal controls over financial reporting.

     November 8, 2005
                                   By: /s/ Menderes Akdag
                                      --------------------------
                                   Menderes Akdag
                                   Chief Executive Officer and
                                   President





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>sept05q-ex312.txt
<TEXT>
                                                     Exhibit 31.2

          CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

    PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, BRUCE S. ROSENBLOOM, certify that:

1.I  have  reviewed this quarterly report on Form 10-Q of  PetMed
Express, Inc.;

2.Based  on my knowledge, this quarterly report does not  contain
any  untrue  statement of a material fact  or  omit  to  state  a
material fact necessary to make the statements made, in light  of
the circumstances made, not misleading with respect to the period
covered by this quarterly report;

3.Based  on  my  knowledge, the financial statements,  and  other
financial  information included in this quarterly report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this quarterly report;

4.The registrant's other certifying officer and I are responsible
for   establishing  and  maintaining  disclosure   controls   and
procedures (as defined in Exchange Act Rules 13a-15(e)  and  15d-
15(e)) for the registrant and we have:

a)  Designed such disclosure controls and procedures,  or  caused
such  disclosure  controls and procedures to be designated  under
our supervision, to ensure that material information relating  to
the  registrant, including its consolidated subsidiaries, is made
known  to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;

b)  Evaluated  the  effectiveness of the registrant's  disclosure
controls  and  procedures  and  presented  in  this  report   our
conclusions  about  the effectiveness of the disclosure  controls
and  procedures,  as  of the end of the period  covered  by  this
quarterly report based on such evaluation; and

c)  Disclosed  in  this  quarterly  report  any  changes  in  the
registrant's  internal  control  over  financial  reporting  that
occurred during the registrant's most recent fiscal quarter  (the
registrant's  fourth  fiscal quarter in the  case  of  an  annual
report) that has materially affected, or is reasonably likely  to
materially   affect,  the  registrant's  internal  control   over
financial reporting; and

5.   The  registrant's  other  certifying  officer  and  I   have
disclosed,  based on our most recent evaluation of  the  internal
controls  over financial reporting, to the registrant's  auditors
and  the  audit committee of the registrant's board of  directors
(or persons performing the equivalent functions):

a)  All  significant deficiencies and material weaknesses in  the
design or operation of internal controls over financial reporting
which  are reasonably likely to adversely affect the registrant's
ability  to record, process, summarize and report financial  data
and  have  identified for the registrant's auditors any  material
weaknesses in internal controls; and

b)  Any  fraud, whether or not material, that involves management
or   other  employees  who  have  a  significant  role   in   the
registrant's internal controls over financial reporting.

    November 8, 2005
                                   By: /s/ Bruce S. Rosenbloom
                                      ----------------------------
                                   Bruce S. Rosenbloom
                                   Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>sept05q-ex321.txt
<TEXT>

                                                     Exhibit 32.1

                    CERTIFICATION PURSUANT TO

                     18 U.S.C. SECTION 1350,

                     AS ADOPTED PURSUANT TO

          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  I, Menderes Akdag, Chief Executive Officer (principal executive
officer)  and  I,  Bruce S. Rosenbloom, Chief  Financial  Officer
(principal  financial  officer)  of  PetMed  Express,  Inc.  (the
"Registrant"),  each certify to the best of our knowledge,  based
upon  a  review  of  the quarterly report on Form  10-Q  for  the
quarter   ended  September  30,  2005  (the  "Report")   of   the
Registrant, that:

  (1)  The  Report fully complies with the requirements of  section
       13(a) of the Securities Exchange Act of 1934, amended; and

  (2)  The information contained in the Report, fairly presents, in
       all material respects, the financial condition and results of
       operations of the Registrant.

                                By:/s/  Menderes Akdag
                                   ----------------------------
                                        Menderes Akdag
                                Chief Executive Officer and
                                President
                                Date: November 8, 2005

                                By:/s/  Bruce S. Rosenbloom
                                   ----------------------------
                                        Bruce S. Rosenbloom
                                Chief Financial Officer
                                Date: November 8, 2005




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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