PETHEALTH SYSTEMS INC
8-K/A, 1997-10-15
BLANK CHECKS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                                
                                
                                
                                                
                           FORM 8-K/A
                                        
                                
                                        
                                                
                         CURRENT REPORT
                                
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.


Date of Report (Date of earliest event reported): October 14, 1997
                                   Amends 8-K dated July 31, 1997



                    PetHealth Systems, Inc.
                  
                                                                  
     (Exact name of registrant as specified in its charter)
                                



Colorado                     000-22151              93-0969365
(State or other          Commission File          (IRS Employer
Jurisdiction of               Number)        Identification No.) 




                 444 Madison Avenue, Suite 1710
                       New York, NY 10022
                      Address of Principal
               (Executive Offices)    (Zip Code)







Registrant's telephone number, including area code: (212) 750-7878

<PAGE>
Item 5.   Other Events.

     The registrant amends its Form 8-K Report, Item 5, filed July
31, 1997 reporting the cancellation of the PetCare, Inc. business
plan, return of issued stock, and issuance of other stock as
follows:

     The issuance of the 490,000 shares of Common Stock previously
reported by the registrant to have been issued under Item 5(d)(I)
and (ii) of the Form 8-K Report, has not been formally approved or
effected by the issuance of certificates until October 6, 1997.

     All other information set forth in the original Form 8-K
Report is unchanged.


                           SIGNATURES

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

                                   PetHealth Systems, Inc.
                                        (Registrant)

                                   By:/s/ Robert Gordon        
                                 Name: Robert Gordon        
                                Title: President 







Dated: October 14, 1997      



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