<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB



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

                  For the quarterly period ended June 30, 2001

                                       or

                     [_] TRANSITION REPORT UNDER SECTION 13
                          OR 15 (d) OF THE EXCHANGE ACT

                 For the transition period from ______ to ______

                         Commission File Number 1-15445


                               DRUGMAX.COM, INC.,
        (Exact Name of Small Business Issuer as Specified in Its Charter)


            STATE OF NEVADA                                    34-1755390
            ---------------                                    ----------
    (State or other Jurisdiction of                          (IRS Employer
     Incorporation or Organization)                       Identification No.)


                12505 Starkey Road, Suite A, Largo, Florida 33773
                -------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (727) 533-0431
                                 --------------
                (Issuer's telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. [X] Yes [_] No


As of August 1, 2001, there were 6,971,415 outstanding shares of the Issuer's
common stock, par value $.001 per share.

          Transitional Small Business Disclosure Formats (check one)6:
                       Yes [_]           No [X]
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

                       DRUGMAX.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       ASSETS                          June 30, 2001    March 31, 2001
                                                                       --------------  ----------------
<S>                                                                    <C>             <C>
Current assets:
    Cash and cash equivalents                                           $    484,752     $    384,307
    Restricted cash                                                        1,700,000        2,052,080
    Accounts receivable, net of allowance for doubtful accounts
            of $381,944 in both periods                                   18,400,691       14,864,396
    Inventory                                                             10,969,310       10,694,155
    Due from affiliates                                                       25,909           25,861
    Prepaid expenses and other current assets                                806,630          373,928
                                                                        ------------     ------------

Total current assets                                                      32,387,292       28,394,727

Property and equipment, net                                                  462,295          504,906
Intangible assets, net                                                    25,435,895       25,464,249
Stockholder notes receivable                                                 100,000          100,000
Other assets                                                                 159,888          159,888
Deposits                                                                       7,440            7,520
                                                                        ------------     ------------

Total assets                                                            $ 58,552,810     $ 54,631,290
                                                                        ============     ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                    $ 11,727,849     $ 11,448,473
    Accrued expenses and other current liabilities                           389,384          360,911
    Credit lines payable                                                  14,852,366       11,944,497
    Notes payable - current portion                                          666,660          666,660
    Due to affiliates                                                        541,478          552,658
                                                                        ------------     ------------

Total current liabilities                                                 28,177,737       24,973,199

Notes payable - long term portion                                            944,451        1,111,118
Other long-term liabilities                                                1,968,750        1,968,750
                                                                        ------------     ------------
Total liabilities                                                         31,090,938       28,053,067
                                                                        ------------     ------------

Commitments and contingencies
Stockholders' equity:
    Preferred stock, $.001 par value; 2,000,000 shares authorized; no
         preferred shares issued or outstanding                                    -                -
    Common stock, $.001 par value; 24,000,000 shares authorized;
         6,468,754 shares issued and outstanding                               6,470            6,470
    Additional paid-in capital                                            36,481,755       36,481,755
    Accumulated deficit                                                   (9,026,353)      (9,910,002)
                                                                        ------------     ------------

Total stockholders' equity                                                27,461,872       26,578,223
                                                                        ------------     ------------

Total liabilities and stockholders' equity                              $ 58,552,810     $ 54,631,290
                                                                        ============     ============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                       DRUGMAX.COM, INC. AND SUBIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             For the Three                 For the Three
                                                                             Months Ended                  Months Ended
                                                                             June 30, 2001                 June 30, 2000
                                                                           -----------------             -----------------
<S>                                                                        <C>                           <C>
Revenues                                                                   $      70,876,312             $      28,816,653

Cost of goods sold                                                                69,075,023                    27,813,691
                                                                           -----------------             -----------------

Gross profit                                                                       1,801,289                     1,002,962
                                                                           -----------------             -----------------

Selling, general and administrative expenses                                       1,095,573                     1,654,565
Amortization expense                                                                  28,353                       655,700
Depreciation expense                                                                  49,820                        52,925
                                                                           -----------------             -----------------
Total operating expenses                                                           1,173,746                     2,363,190
                                                                           -----------------             -----------------

Operating income (loss)                                                              627,543                    (1,360,228)
                                                                           -----------------             -----------------

Other income (expense):
    Interest income                                                                   23,285                        64,355
    Interest expense                                                                (261,209)                     (223,956)
                                                                           -----------------             -----------------
Total other income (expense) - net                                                  (237,924)                     (159,601)
                                                                           -----------------             -----------------

Income (loss) before income tax benefit                                    $         389,619             $      (1,519,829)

Income tax benefit                                                         $         494,030             $               -
                                                                           -----------------             -----------------

Net income (loss)                                                          $         883,649             $      (1,519,829)
                                                                           =================             =================

Net income (loss) per common share - basic                                 $            0.13             $           (0.24)
                                                                           =================             =================

Net income (loss) per common share - diluted                               $            0.12             $           (0.24)
                                                                           =================             =================

Weighted average shares outstanding - basic                                        6,968,754                     6,374,780
                                                                           =================             =================

Weighted average shares outstanding - diluted                                      7,107,201                     6,374,780
                                                                           =================             =================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                      DRUGMAX.COM, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              For the Three          For the Three
                                                                                            Months Ended June      Months Ended June
                                                                                                30, 2001                30, 2000
                                                                                         --------------------    -------------------
<S>                                                                                     <C>                     <C>
Cash flows from operating activities:
Net income (loss)                                                                       $             883,649   $        (1,519,829)

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization                                                                          78,173               708,625
Changes in operating assets and liabilities:
    Increase in accounts receivable, net of allowance for doubtful accounts                        (3,536,295)             (210,216)
    (Increase)/decrease in inventory                                                                 (275,155)              106,570
    (Increase)/decrease in due from affiliates                                                            (48)                  665
    Increase in prepaid expenses and other current assets                                            (432,702)              (68,600)
    Decrease in shareholder notes receivable                                                                -                70,000
    Decrease in deposits                                                                                   80                 1,500
    Increase/(decrease) in accounts payable                                                           279,376              (697,834)
    Increase/(decrease) in accrued expenses and other liabilities                                      28,473               (90,878)
                                                                                        ---------------------   -------------------
Net cash used in operating activities                                                              (2,974,449)           (1,699,997)

Cash flows from investing activities:
    Net change in property and equipment                                                               (7,208)              (62,451)
    Increase in intangible assets                                                                           -                (2,038)
    Cash paid for acquisitions, net                                                                         -            (1,757,481)
                                                                                        ---------------------   -------------------
Net cash used in investing activities                                                                  (7,208)           (1,821,970)

Cash flows from financing activities:
    Decrease in restricted cash                                                                       352,080                     -
    Net change under revolving line of credit agreements                                            2,907,869             1,617,638
    Payments of long-term obligations                                                                       -               (44,337)
    Repayment of principal on note payable                                                           (166,667)                    -
    (Decrease)/increase in due to affiliates                                                          (11,180)               52,893
                                                                                        ---------------------   -------------------
Net cash provided by financing activities                                                           3,082,102             1,626,194
                                                                                        ---------------------   -------------------

Net increase (decrease)  in cash and cash equivalents                                                 100,445            (1,895,773)

Cash and cash equivalents at beginning of period                                                      384,307             6,020,129
                                                                                        ---------------------   -------------------
Cash and cash equivalents at end of period                                              $             484,752   $         4,124,356
                                                                                        =====================   ===================
Supplemental disclosures of cash flows information:
    Cash paid for interest                                                              $             261,209   $           234,464
                                                                                        =====================   ===================
    Cash paid for income taxes                                                          $                   -   $                 -
                                                                                        =====================   ===================

Supplemental schedule of non-cash investing and financing activities:
In April 2000, DrugMax.com, Inc. purchased all of the capital stock of Valley Drug
   Company for $1,757,481 in cash and 217,255 shares of Company common stock
   (fair value of $2,199,707)
   In conjunction with the acquisition, liabilities were assumed as follows:
          Fair value of assets acquired                                                  $                  -    $       14,059,822
          Cash and stock issued for Valley capital stock                                                    -             3,957,188
                                                                                        ---------------------   -------------------
          Liabilities assumed                                                            $                  -    $       10,102,634
                                                                                        =====================   ===================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

Notes to Consolidated Financial Statements (Unaudited)

For the Three Months Ended June 30, 2001 and 2000.

NOTE A-BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of
DrugMax.com, Inc. (formerly known as Nutriceuticals and NuMed) and its wholly-
owned subsidiaries, Discount Rx, Inc. ("Discount"), Valley Drug Company
("Valley"), Desktop Ventures, Inc., and Desktop Media Group, Inc. and its
subsidiary Desktop Corporation ("Desktop"); and its 70% owned subsidiary
VetMall, Inc. ("VetMall"),  (collectively referred to as the "Company").  All
significant intercompany accounts and transactions have been eliminated.

     In March 2000, Becan Distributors, Inc. ("Becan"), the Company's former
wholly owned subsidiary, was merged into the Company.  All Becan financial
activity has been included as a division of the Company.

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation S-
B.  Accordingly, they 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, all
adjustments (consisting of normal recurring items) considered necessary for a
fair presentation have been included.  Interim results are not necessarily
indicative of the results that may be expected for a full year.  These
statements should be read in conjunction with the consolidated financial
statements included in the Company's Form 10-KSB and Form 10-KSB/A.

NOTE B - RECENTLY ISSUED AUTHORITATIVE GUIDANCE

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements"
("SAB 101").  SAB 101, as amended, provides guidance related to revenue
recognition issues based on interpretations and practices followed by the SEC.
Conformity of the Company's income recognition policy with SAB 101 did not have
a material impact on its June 30, 2001, condensed consolidated financial
statements.

     SFAS No. 133, "Accounting for Derivative Instrument and Hedging Activities"
("SFAS No. 133"), is effective for all fiscal years beginning after June 15,
2000.  SFAS No. 133, as amended, establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities.  Under SFAS No. 133, certain
contracts that were not formerly considered derivatives may now meet the
definition of a derivative.  Based on Management's review of the criteria in
SFAS No. 133, the Company adopted SFAS No. 133 effective April 1, 2001. The
adoption of SFAS No. 133 does not have a significant impact on the financial
position, results of operations, or cash flows of the Company.

     In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation" ("FIN 44").  FIN 44 clarifies
the application of APB Opinion No. 25 regarding (a) the definition of employee
for purposes of applying APB Opinion No. 25, (b) the criteria for determining
whether a stock option plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.  FIN 44 is effective July 1,
2000, but certain conclusions cover specific events that occur after either
December 15, 1998, or January 12, 2000.  Conformity with FIN 44 did not have a
material effect on the financial position or results of operations of the
Company.

     On June 29, 2001, Statement of Financial Accounting Standards (SFAS) No.
141, "Business Combinations" ("SFAS No. 141") was approved by the Financial
Accounting Standards Board (FASB). SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. Goodwill and certain intangible assets with indefinite lives will
remain on the balance sheet and not be amortized. On an annual basis, and when
there is reason to suspect that their values have been diminished or impaired,
these assets must be tested for impairment,

                                       5
<PAGE>

and write-downs may be necessary. The Company is required to implement SFAS No.
141 on July 1, 2001.

     As of April 1, 2001, the Company adopted Statement of Financial Accounting
Standards SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"),
which addresses the financial accounting and reporting standards for the
acquisition of intangible assets outside of a business combination for goodwill
and other intangible assets subsequent to their acquisition.  This accounting
standard requires that goodwill be separately disclosed from other intangible
assets in the statement of financial position and no longer be amortized, but
tested for impairment on a periodic basis. The provisions of this accounting
standard also require the completion of a transitional impairment test within
six months of adoption, with any impairments identified treated as a cumulative
effect of a change in accounting principle.

     In accordance with SFAS No. 142, the Company discontinued the amortization
of goodwill effective April 1, 2001.  A reconciliation of previously reported
net income and earnings per share to the amounts adjusted for the exclusion of
goodwill amortization net of the related income tax effect follows:


<TABLE>
<CAPTION>
                                                      For the Three         For the Three
                                                      Months Ended          Months Ended
                                                      June 30, 2001         June 30, 2000
                                                    -----------------     -----------------
<S>                                                 <C>                   <C>
Reported net income (loss)                          $         883,649     $      (1,519,829)
Add: Goodwill amortization net of income tax                        -               647,783
                                                    -----------------     -----------------
Adjusted net income (loss)                          $         883,649     $        (872,046)
                                                    =================     =================
Basic earnings (loss) per common share
      Reported net income (loss)                    $            0.13     $           (0.24)
      Goodwill amortization, net of income tax                      -                  0.10
                                                    -----------------     -----------------
      Adjusted net income (loss)                    $            0.13     $           (0.14)
                                                    =================     =================

Diluted earnings (loss) per common share
      Reported net income (loss)                    $            0.12     $           (0.24)
      Goodwill amortization, net of income tax                      -                  0.10
                                                    -----------------     -----------------
      Adjusted net income (loss)                    $            0.12     $           (0.14)
                                                    =================     =================
</TABLE>


NOTE C - ACQUISITIONS

     On April 19, 2000, DrugMax Acquisition Corporation ("Buyer"), a wholly
owned subsidiary of the Company, Valley, Ronald J. Patrick ("Patrick") and Ralph
A. Blundo ("Blundo" and together with Patrick, the "Sellers") signed a Merger
Purchase Agreement. In connection with the merger, the Sellers received an
aggregate of 226,666 shares of the Company's common stock and cash in the amount
of $1.7 million. The Sellers were granted the right to include their shares in
any registration filed by the Company until such time as their shares of the
Company common stock may be sold pursuant to Rule 144 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended. In
addition, the Sellers deposited 22,666 shares of the Company's common stock with
an escrow agent (the "Holdback Shares"). Based on audited financial statements
of Valley as of April 19, 2000, the stockholders' equity amounted to $400,667,
which was $141,160 less than the threshold amount of $541,827. Therefore, 9,411
of the Holdback Shares have been returned to the Company. After consideration of
the return of the Holdback Shares, a total of 217,255 shares at $10.125 per
share were issued for the acquisition. The acquisition was accounted for using
the purchase method of accounting and accordingly $3.6 million of goodwill was
recorded.

     On April 18, 2000, Valley loaned the Sellers $170,000, of which $100,000 is
outstanding at June 30, 2001, to pay for a portion of the flow through effects
of their S Corporation taxable income resulting from the sale of

                                       6
<PAGE>

Valley. These interest-free notes receivable are to be repaid upon the Sellers'
sale of Company common stock, which is restricted stock subject to a holding
period through April 19, 2001.

     The business combination of Valley was accounted for by the purchase method
of accounting in accordance with APB Opinion No. 16.  The result of operations
of the above named business is included in the consolidated financial statements
from its purchase date.  The Company acquired the following assets and
liabilities (net of cash received of $53,207) in the above business combination:


          Accounts receivable....................   $     3,478,637
          Inventory..............................         6,690,636
          Property and equipment.................            67,146
          Other assets...........................           266,380
          Goodwill...............................         3,557,023
          Assumption of liabilities..............       (10,102,634)
                                                    ---------------
          Net value of purchased assets..........         3,957,188
          Value of common stock issued...........        (2,199,707)
                                                   ----------------
          Cash paid for acquisitions.............         1,757,481
                                                   ================

     The unaudited pro forma effect of the acquisition of Valley on the
Company's revenues, net loss and net loss per share, before the effects of the
change in accounting for amortization of goodwill, had the acquisition occurred
on April 1, 2000 is as follows:


<TABLE>
<CAPTION>
                                                   For the Three Months
                                                   Ended June 30, 2000
                                                   --------------------
          <S>                                      <C>
          Revenues                                       $ 31,633,652
          Net income (loss)                               ($1,658,057)
          Basic net income (loss) per share                    ($0.26)
          Diluted net income (loss) per share                  ($0.26)
</TABLE>

NOTE D - GOODWILL AND OTHER INTANGIBLE ASSETS

     Changes in the carrying amount of goodwill for the quarter ended June 30,
2001, by operating segment, are as follows:

<TABLE>
<CAPTION>
                                               Distribution            Software               Total
                                            ------------------     ----------------     ------------------
<S>                                         <C>                    <C>                  <C>

Balance as of April 1, 2001                 $       25,179,254     $              -     $       25,179,254
Change in carrying amount of goodwill                        -                    -                      -
                                            ------------------     ----------------     ------------------
Balance as of June 30, 2001                 $       25,179,254     $              -     $       25,179,254
                                            ==================     ================     ==================
</TABLE>

     The Company will perform and report the results of the transitional
impairment tests in the Company's September 30, 2001 financial statements.  The
Company's other intangible assets relate primarily to loan acquisition costs in
the amount of $256,641 net of $83,486 in accumulated amortization at June 30,
2001. The Company will continue to amortize this intangible asset over the life
of the related debt instrument. Amortization expense of other intangible assets
was $28,353 and $7,917 for the three months ended June 30, 2001 and 2000,
respectively.


NOTE E - INCOME TAXES

     The Company recognizes deferred income tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities. Temporary differences
giving rise to deferred income tax assets and liabilities primarily include
certain accrued liabilities and net operating loss carry forwards. The provision
for income taxes includes the amount of income taxes payable for the year as
determined by applying the provisions of the current tax law to the taxable
income for the year and the net

                                       7
<PAGE>

change during the year in the Company's deferred income tax assets and
liabilities. The Company continually reviews the adequacy of the valuation
allowance and is recognizing deferred income tax asset benefits only as
reassessment indicates that it is more likely than not that the benefits will be
realized.

     The Company's first quarter assessment of its deferred income tax asset
valuation allowance indicated that it is more likely than not that future
taxable income would be sufficient to utilize the carry forward tax benefits
associated with its historical net operating losses. Accordingly, and taking
into account reasonable and prudent tax planning strategies and future income
projections, the Company reduced the valuation allowance in the three month
period ended June 30, 2001 by approximately $656,000.

     During the three months ended June 30, 2001, the Company recorded income
tax expense of approximately $162,000, which was offset by the change in the
valuation allowance of $656,000 for a net income tax benefit of approximately
$494,000. The resulting net deferred income tax asset of $494,000 has been
included in other current assets in the accompanying consolidated balance sheet
as of June 30, 2001, and represents the amount that management believes more
likely than not will be realized over the remaining life of the net operating
loss carry forwards. The remaining valuation allowance is necessary due to the
uncertainty of future income estimates. Failure to achieve forecasted taxable
income would affect the ultimate realization of the net deferred income tax
assets.


NOTE F - COMMITMENTS AND CONTINGENCIES

     On February 15, 2000, the Company entered into an Agreement with
Purchasepro.com, Inc. ("PPRO") wherein PPRO was to design and develop a "sell-
side" private e-marketplace, powered by PPRO, labeled to include the marks and
logos of the Company. The custom e-marketplace will be utilized within the
Company's Internet site. PPRO's development and unlimited buyer license fee for
private e-marketplace will be issued in the form of 200,000 of the Company's
warrants. Revenue sharing will take place on transactions and subscriptions
resulting from the Company's marketplace. The warrants shall be exercisable, in
whole or in part, during the term commencing on the date of project completion
(the "Initial Exercise Date"), and ending at 5:00 p.m., Pacific Standard Time,
six months after the date of completion (the "Exercise Period"), and shall be
void thereafter. In consideration for the hosting, archiving, maintenance and
recurring customization of the private e-Marketplace, the Company was to
guarantee PPRO at least $80,000 in annual transaction revenue. Currently, the
"sell-side" private e-marketplace project with PPRO is inactive; a termination
agreement has been drafted and no warrants will be issued.

     On April 19, 2000, in conjunction with the Valley acquisition, the Company
agreed to become an additional guarantor of the outstanding bank indebtedness of
Valley.  Valley's indebtedness with National City Bank consisted of a revolving
line of credit and a term loan which were also personally guaranteed by the
former owners of Valley.  On October 24, 2000, as discussed in greater detail
below, the Company entered into a new credit facility with Mellon Bank N.A.
("Mellon").  The line of credit and term loan with National City Bank were paid
in full with the proceeds from the Mellon credit facility.

     On July 7, 2000, the Company entered into a consulting agreement with Marc
Mazur Consulting, Inc. ("Mazur").  Upon satisfaction by Mazur of its obligations
under the agreement, the Company was to grant to Mazur warrants to purchase
200,000 shares of the Company's common stock with an exercise price of $10.00
per share.    On December 31, 2000, the consulting agreement expired without any
warrants being issued to Mazur.

     On August 10, 2000, the Company entered into a Consulting Agreement with
Stephen M. Watters ("Watters") for an annual fee of $100,000, payable monthly,
for a term of thirty-six months, terminating August 10, 2003.  The Consulting
Agreement terminates the Employment Agreement by and between the Company and
Watters dated April 15, 1999.

     On September 13, 2000, the Company entered into a letter of intent to
purchase substantially all of the assets of Penner & Welsch, Inc. ("P&W"), a
wholesale distributor of pharmaceuticals, over-the-counter products and health
and beauty care products, headquartered near New Orleans, Louisiana. Also on
that date, P&W filed a voluntary petition for Chapter 11 relief under the United
States Bankruptcy Code. The case is pending in the United States Bankruptcy
Court for the Eastern District of Louisiana. Pursuant to the letter of intent,
the Company agreed to work with P&W, on an exclusive basis, to formulate a
bankruptcy reorganization plan (the "Plan"). On May 30,

                                       8
<PAGE>

2001, the Plan was filed with the bankruptcy court, pursuant to which the
Company will purchase certain of P&W's assets for $750,000 worth of restricted
common stock of the Company, plus certain additional consideration, which will
be based on the adjusted value of P&W's inventory and accounts receivable, plus
the assumption of certain limited liabilities on the closing date. The Company
cannot guarantee that the Bankruptcy Court will confirm the Plan or any other
bankruptcy reorganization plan that is acceptable to the Company or that the
Bankruptcy Court will approve the transactions contemplated by the letter of
intent. The parties involved in the litigation also are currently negotiating
the terms of a consensual Plan, however, the Company can make no assurances that
such a consensual Plan will ever be reached. In addition, even if an agreement
is reached on a consensual Plan or a Plan is approved by the court, the Company
cannot guarantee that it will successfully assimilate the additional personnel,
operations, technology and products of P&W into the Company's business, or
retain key personnel and customers.

     On October 24, 2000, the Company obtained from Mellon a line of credit and
a $2 million term loan to refinance its prior bank indebtedness, to provide
additional working capital and for other general corporate purposes.  The new
line of credit enables the Company to borrow a maximum of $15 million, with
borrowings limited to 85% of eligible accounts receivable and 65% of eligible
inventory.  The term loan is payable in monthly principal installments of
$55,556 commencing on December 1, 2000, and in one final payment of the
remaining principal balance plus all accrued and unpaid interest thereon on
October 24, 2003.  The term loan bears interest (7.5% as of June 30, 2001),
payable monthly at 0.75% per annum over the base rate, which is the higher of
Mellon's prime rate or the effective federal funds rate plus 0.50% per annum.
The revolving credit facility bears interest (7.0% as of June 30, 2001) at the
floating rate of 0.25% per annum above the base rate.  However, the applicable
margin over the base rate may change on an annual basis depending on the ratio
of funded debt to EBITDA.  At the Company's option, it may instead pay interest
at a LIBOR rate plus an applicable margin, which also varies on the ratio of
funded debt to EBITDA.  Proceeds obtained from the Mellon facility were used to
repay the Company's prior credit facilities with Merrill Lynch Financial and
National City Bank, aggregating approximately $8.9 million. Approximately
$147,600 was available for borrowing at June 30, 2001.   The outstanding
balances were approximately $14,852,400 and $1,611,100 on the revolving line of
credit and term loan, respectively, at June 30, 2001.

     The Mellon credit facility imposes financial covenants on the Company's net
worth, net income (loss) and working capital ratios on a quarterly basis.  At
March 31, 2001, the Company was not in compliance with the financial covenants
since the borrowers, namely, DrugMax.com, Inc. and Valley Drug Company, did not
meet the net income (loss) covenant as outlined within the loan and security
agreement between DrugMax.com, Inc. and Valley Drug Company and Mellon dated
October 24, 2000.  On June 13, 2001, Mellon provided an amendment that modified
the financial covenants in order to achieve loan compliance at March 31, 2001.
The amendment modified the financial covenants as of March 31, 2001, and future
quarterly and annual covenants through March 31, 2002, and thereafter.  All
other loan provisions will remain in effect.  The Company was in compliance with
the net worth, net income (loss) and working capital ratios for the three months
ended June 30, 2001.

     On November 6, 2000, the Company extended its $1,000,000 line of credit
agreement with First Community Bank of America for an additional period of six
months with a due date of April 1, 2001. Terms and conditions of the agreement
provided for interest to be charged at 1% over the rate of interest paid on the
Company's $1,000,000 certificate of deposit used to collateralize the loan
facility, in accordance with the Security Agreement dated March 17, 2000.  The
First Community Bank certificate of deposit matured on March 15, 2001, and on
March 19, 2001 was used to satisfy the line of credit agreement.

     Further, on September 13, 2000, the Company entered into a management
agreement with P&W, pursuant to which the Company manages the day-to-day
operations of P&W, in exchange for a management fee equal to a percentage of the
gross revenues of P&W each month. Also on September 13, 2000, the Company
entered into a financing and security agreement with P&W, pursuant to which the
Company agreed to provide P&W with a collateralized revolving line of credit for
the sole purpose of purchasing inventory from the Company, up to an aggregate
amount of $2.5 million as may be requested by P&W and as may be allowed by the
Company in its sole discretion. The line of credit is collateralized by a second
lien on substantially all of the assets of P&W, second only to P&W's primary
banking facility, as well as real estate owned by an affiliate of P&W. On
November 20, 2000, the Bankruptcy Court entered a final order approving the
financing and security agreement, and on January 30, 2001, the Court entered a
final order approving the management agreement. On February 15, 2001, the
Bankruptcy Court granted an order approving an increase in the line of credit
extended to P&W to an aggregate amount of $3 million. The Company

                                       9
<PAGE>

anticipates but cannot guarantee that the management and financing arrangements
will continue until such time as a bankruptcy plan is approved by the Court.

     On February 14, 2001, in connection with the P&W Bankruptcy proceedings
described above, McKesson HBOC, Inc. ("McKesson") , an unsecured creditor of
P&W, filed a complaint naming P&W, the Company and the Company's subsidiary,
Discount, Inc. ("Discount"), as defendants in an adversary proceeding related to
the above mentioned bankruptcy proceeding (McKesson HBOC, Inc. v. Penner &
Welsch, Inc., et. al., Adversary Case No. 01-1030). In the Adversary Proceeding,
McKesson demanded unspecified damages and injunctive relief and alleged that
Discount and the Company were accomplices to a scheme by P&W to defraud McKesson
due to Discount's interest in acquiring P&W, and its subsequent post petition
financing of P&W. Discount and the Company subsequently filed a motion for
summary judgment asking that Discount and the Company be dismissed from the
Adversary Proceeding. On May 9, 2001, the Court granted Discount's and the
Company's motion, and on May 22, 2001, an order was entered granting summary
judgment in favor of Discount and the Company, thereby dismissing Discount and
the Company as defendants in the Adversary Proceeding. However, on or about June
4, 2001, McKesson filed a motion to have the dismissal reconsidered or,
alternatively, for a new trial. While the Company does not believe that McKesson
will be successful in setting a new trial or having the court's order of
dismissal overturned, the Company can make no assurances in this regard. The
Company intends to vigorously oppose McKesson's motion.

     On April 19, 2001, the Company executed an engagement letter with GunnAllen
Financial ("GAF") for consulting services over a three month period from date of
contract execution, and renewable month to month thereafter until terminated by
either party with a thirty day notice. Compensation for consulting services
performed is $5,000 per month plus expenses capped at $2,000 per month. In
addition, the Company agreed to issue a warrant exercisable for a period of five
years to purchase 100,000 shares of the Company's common stock at an exercise
price of $5.80 per share. The contract was modified subsequent to April 19, 2001
to begin on or about August 20, 2001, the official date of the contract
execution. At June 30, 2001, no warrants had been issued to GAF.

NOTE G - SEGMENT INFORMATION

     The Company has adopted SFAS No. 131, "Disclosures About Segments of
Enterprise and Related Information, " which established standards for reporting
information about a Company's operating segments.  Operating segments are
defined as components of an enterprise for which separate financial information
is available that is evaluated on a regular basis by the chief operating
decision maker, or decision making group, in deciding how to allocate resources
to an individual segment and in assessing performance of the segment.

     During the three months ended June 30, 2000, Company operated two industry
segments: wholesale distribution and computer software development. During the
quarter ended June 30, 2001, the Company did not operate the software
development segment and has made the determination to concentrate on the
Company's core businesses.

     The following table reports financial data that management uses in its
business segment analysis


<TABLE>
<CAPTION>
                                                         For the Three Months Ended   For the Three Months Ended June
                                                               June 30, 2001                      30, 2000
                                                         ------------------------------------------------------------
           <S>                                           <C>                          <C>
           Revenues from external customers
                                          Distribution                  $70,876,312                       $28,718,856
                                  Software Development                            -                            97,797
                                                         ------------------------------------------------------------
                                                 Total                  $70,876,312                       $28,816,653
                                                         ============================================================


           Segment income (loss) from operations
                                          Distribution                  $   627,543                       $  (841,257)
                                  Software Development                            -                       $  (518,971)
                                                         ------------------------------------------------------------
                                                 Total                  $   627,543                       $(1,360,228)
                                                         ============================================================

<CAPTION>
                                                                       June 30,2001                    March 31, 2001
                                                         ------------------------------------------------------------
           <S>                                           <C>                                           <C>
           Assets
                                          Distribution                  $58,504,434                       $54,568,796
                                  Software Development                       48,376                            62,494
                                                         ------------------------------------------------------------
                                                 Total                  $58,552,810                       $54,631,290
                                                         ============================================================


           Capital expenditures
                                          Distribution                        7,209                           111,576
</TABLE>

                                       10
<PAGE>

     There were no inter-segment sales or transfers during either the three
month periods ended June 30, 2001 or 2000.  Operating income (loss) by business
segment excludes interest income, interest expense, and other income and
expenses.

NOTE H - SIGNIFICANT EVENTS

     On June 1, 2001, the Company launched its online pharmacy directory
PharmacyMax.com.  PharmacyMax.com is a web site that allows the Company's
members to create their own web sites.  The user-friendly site allows the
Company's members to choose the theme of their site, upload pictures, write
content, and post health news.  PharmacyMax.com offers the Company's members the
opportunity to personalize their own web sites with options such as community
bulletin boards, directions to the member's location, information about the
member pharmacy, and also provides each site with unique e-mail accounts.  The
web site will potentially provide the Company with an additional source of
revenue based upon a service fee charged to its customers for use of its site.

NOTE  I  - SUBSEQUENT EVENTS

     On July 16, 2001, in accordance with the Escrow Agreement (the "Agreement")
dated November 26, 1999, between the Company and Dynamic, 500,000 shares of the
Company's common stock were delivered to Dynamic. The shares of stock had been
held in escrow pursuant to the Agreement since the acquisition by the Company of
Becan Distributors, Inc. from Dynamic on November 26, 1999, pending attainment
of certain financial targets by the Company for the fiscal year ending March 31,
2001. The Company attained the financial target for fiscal year ended March 31,
2001; therefore, these shares of stock were released to Dynamic.

NOTE  J - INCOME (LOSS) PER SHARE

     Basic net income (loss) per common share is computed by dividing income
(loss) available to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per common share
is calculated by dividing income (loss) available to common stockholders by the
weighted average number of shares of common stock outstanding during the period,
adjusted for the dilutive effect of common stock equivalents, using the treasury
stock method.

     A reconciliation of the number of shares of common stock used in
calculation of basic and diluted net income (loss) per share is presented below:


<TABLE>
<CAPTION>
                                                For the Three Months    For the Three Months
                                                 Ended June 30, 2001     Ended June 30, 2000
                                                --------------------    --------------------
  <S>                                           <C>                     <C>
  Basic shares                                             6,968,754               6,374,780
  Additional shares assuming effect of                       138,447                       -
   dilutive stock options
                                                --------------------    --------------------
  Diluted shares                                           7,107,201               6,374,780
                                                ====================    ====================
</TABLE>

                                       11
<PAGE>

     Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

     The following management discussion and analysis should be read in
conjunction with the Condensed Consolidated Financial Statements presented
elsewhere in this Form 10-QSB.

     Certain oral statements made by management from time to time and certain
statements contained herein that are not historical facts are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Because such statements involve risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking
statements. Forward-looking statements, including those in Management's
Discussion and Analysis or Plan of Operations, are statements regarding the
intent, belief or current expectations, estimates or projections of the Company,
its Directors or its Officers about the Company and the industry in which it
operates, and assumptions made by management, and include among other items, (a)
the Company's strategies regarding growth and business expansion, including
future acquisitions; (b) the Company's financing plans; (c) trends affecting the
Company's financial condition or results of operations; (d) the Company's
ability to continue to control costs and to meet its liquidity and other
financing needs; (e) the declaration and payment of dividends; (f) the Company's
use of proceeds from the currently contemplated equity offering, and (g) the
Company's ability to respond to changes in customer demand and regulations.
Although the Company believes that its expectations are based on reasonable
assumptions, it can give no assurance that the anticipated results will occur.
When used in this report, the words "expects," "anticipates," intends," "plans,"
"believes," "seeks," "estimates," and similar expressions are generally intended
to identify forward-looking statements.

     Important factors that could cause the actual results to differ materially
from those in the forward-looking statements include, among other items, (i)
changes in the regulatory and general economic environment related to the health
care industry; (ii) conditions in the capital markets, including the interest
rate environment and the availability of capital; (iii) changes in the
competitive marketplace that could affect the Company's revenue and/or cost
bases, such as increased competition, lack of qualified marketing, management or
other personnel, and increased labor and inventory costs; (iv) changes in
technology or customer requirements, which could render the Company's
technologies noncompetitive or obsolete; (v) new product introductions, product
sales mix and the geographic mix of sales and (vi) customers' willingness to
accept the Company's Internet platform.  Further information relating to factors
that could cause actual results to differ from those anticipated is included but
not limited to information under the headings "Business" and "Risk Factors" in
the Company's Form 10-KSB for the year ended March 31, 2001, as well as
information contained in this Form 10-QSB.  The Company disclaims any intention
or obligation to update or revise forward-looking statements, whether as a
result of new information, future events or otherwise.


Overview

     DrugMax.com, Inc. is primarily a full-line, wholesale distributor of
pharmaceuticals, over-the-counter products, health and beauty care products, and
nutritional supplements. The Company expects that it will continue to derive a
significant portion of its revenue from its traditional "brick and mortar" full-
line wholesale distribution business.  However, the Company is also one of the
early entrants into the Internet business-to-business pharmaceutical market and
one of the first business-to-business online trade exchanges for the same
products.  The Company utilizes its online capabilities to leverage its existing
infrastructure, technology, relationships, marketing and management resources
and, accordingly, believes that the combination of its traditional wholesale
distribution business with both its online wholesale distribution business and
its e-commerce trade exchange provides the "click and mortar" combination that
will allow it to aggressively market and distribute its products and services.

     In general, the Company distributes its products primarily to independent
pharmacies in the continental United States, and secondarily to small and
medium-sized pharmacy chains, alternative care facilities and other

                                       12
<PAGE>

wholesalers and retailers and maintains an inventory of over 20,000 stock-
keeping units, to serve this growing customer base. In addition, since the early
December 1999 launch of its web site, www.drugmax.com, over 9,400 independent
pharmacies, small regional pharmacy chains, wholesalers and distributors have
registered to purchase products through the Company's web site. The Company
believes it has been successful in attracting potential customers to its web
site because it has designed its web site as an online source for a select group
of products, typically higher cost and margin products, which make up a large
percentage of the Company's targeted customers sales.

     The Company's online trade exchange, DrugMaxTrading.com, established in
August 2000, offers one of the first business-to-business online trade exchanges
for pharmaceuticals, over-the-counter products, health and beauty care products,
and nutritional supplements dedicated exclusively to manufacturers,
distributors, wholesalers and retailers in the pharmaceutical and over-the-
counter product markets. DrugMaxTrading.com allows the Company's trade exchange
members to lower their overall costs of doing business while providing them with
wider market access and competitively priced products. The Company believes that
the DrugMaxTrading.com concept capitalizes on the efficiencies of the Internet
and its strategic alliances, offering a variety of product and market
participant information.  DrugMaxTrading.com facilitates the execution of
mutually beneficial online transactions among trade exchange members in an open-
market format.  Although the Company expects its wholesale distribution business
to continue to provide the primary source of revenues for the foreseeable
future, the Company also believes that in the near future its new e-commerce
trade exchange will be able to provide future profits.  No significant revenues
have been generated from the DrugMaxTrading.com site at June 30, 2001.


Results of Operations

For the Three Months Ended June 30, 2001 and 2000.

     Revenues. The Company generated revenues of $70.9 million and $28.8 million
for the three months ended June 30, 2001 and 2000, respectively, an increase of
$42.1 million or 146.2%.  The increase is primarily attributable to the
operations of Becan (the Pittsburgh division of the Company), and its wholly
owned subsidiary Discount Rx, Inc., and Valley Drug Company which were acquired
in November 1999, and April 2000, respectively. Becan had revenues of $35.4
million, Discount had revenues of $8.4 million, and Valley had revenues of $26.9
million for the three months ended June 30, 2001, compared to Becan's revenues
of $18.9 million, Discount's revenues of $.03 million for the three months ended
June 30, 2000, and Valley's revenues of $9.7 million from its acquisition in
April 2000 through June 30, 2000, respectively. In addition, approximately
$208,000 and $123,000 of gross revenues were generated from the company's
remaining operations for the three months ended June 30, 2001 and 2000,
respectively. Both warehouse locations generated double-digit growth and
achieved record sales in the three months ended June 30, 2001, by expanding
sales territories, cross selling to common customers, and aggressive marketing.

     Gross Profit.  The Company achieved gross profits of $1.8 million and $1
million for the three months ended June 30, 2001 and 2000, respectively, an
increase of $.8 million or 80%.  The increase is primarily attributable to $.48
million in gross profit generated by Becan, $.07 million in gross profit
generated by Discount, and $1.05 million in gross profit generated by Valley for
the three months ended June 30, 2001, with approximately $200,000 in gross
profit generated from its remaining operations; compared to gross profit (loss)
generated by Becan of $.24 million, Discount of $(.01) million for the three
months ended June 30, 2000, and gross profit generated by Valley of $.72 million
from its acquisition through June 30, 2000, respectively, with approximately
$50,000 generated from its remaining operations for the three months ended June
30, 2000.

     Operating Expense.  The Company incurred operating expenses of $1.2 million
and $2.4 million for the three months ended June 30, 2001 and 2000,
respectively.  These expenses included various administrative, sales, marketing
and other direct operating expenses of  $1,145,393 and $1,707,500 for the three
months ended June 30, 2001 and 2000, respectively, net of approximately $650,000
associated with goodwill amortization in 2000.  Comparatively, the percentage of
operating expenses decreased from 5.9% to 1.6%, as compared to revenues, an
improvement of 72.9%. The improvement in operating expense ratio reflects
increased warehouse efficiencies, economies of scale associated with the
Company's growth, and cost control efforts, such as "preferred customer" rates
for package delivery, elimination of duplicate services resulting from mergers,
and reduction in web site monitoring and setup costs.

                                       13
<PAGE>

     Interest expense.  Interest expense was $261,200 and $224,000 for the three
months ended June 30, 2001 and 2000, respectively.  The increase was due to
additional borrowings against the Company's revolving line of credit and term
loan with Mellon Bank N.A.

     Net income/loss per share.  The basic and diluted net income per share for
the three months ended June 30, 2001 was $0.13 and $0.12, respectively, compared
to a basic and diluted net loss per share of  $(0.24) for the three months ended
June 30, 2000.  The Company's adoption of FASB No. 142 increased the basic and
diluted net income per share by approximately $0.06 for the three months ended
June 30, 2001, and would have had the effect of decreasing the basic and diluted
net loss by $.10 per share for the three months ended June 30, 2000.

     Income Taxes. The Company had an estimated gross deferred income tax asset
and valuation allowance of approximately $1.3 million as of the fiscal year
ended March 31, 2001, which primarily represented the potential future tax
benefit associated with its operating losses through the fiscal year ended March
31, 2001. Management has evaluated the available evidence regarding the
Company's future taxable income and other possible sources of realization of
deferred income tax assets and recognized a net deferred income tax benefit of
approximately $494,000 for the quarter ended June 30, 2001.

     Inflation and Seasonality.  Management believes that there was no material
effect on operations or the financial condition of the Company as a result of
inflation for the three months ended June 30, 2001 and 2000.  Management also
believes that its business is not seasonal; however, significant promotional
activities can have a direct impact on sales volume in any given quarter.

Financial Condition, Liquidity and Capital Resources

     The Company's operations produced positive cash flow (defined as net income
plus non-cash expenses) for the quarter ended June 30, 2001. The continued
improvement is attributable to the growth of the Company's core business,
control over corporate expenditures and management's ability to maintain
acceptable gross margins. The Company had previously financed its operations
primarily through proceeds received from a public offering in November 1999. Net
proceeds from that offering were approximately $11.9 million. The Company has
working capital, and cash and cash equivalents, of $4.2 million and $.5 million
at June 30, 2001 respectively, and restricted cash of $1.7 million at June 30,
2001.

     Net cash used in operating activities was $2,974,449 for the three months
ended June 30, 2001. The usage of cash is primarily attributable to an increase
in accounts receivable and inventory, and increases in due from affiliated
companies and prepaid expenses and other current assets, offset by a decrease in
accrued expenses and deposits, and an increase in accounts payable.

     Net cash used in investing activities of $7,208 for the three months ended
June 30, 2001, represents purchases of property and equipment.

     Net cash provided by financing activities was $3,082,102 for the three
months ended June 30, 2001, representing an increase in the Company's revolving
line of credit agreement with Mellon Bank N.A. ("Mellon"), as discussed in more
detail below. In addition, in accordance with the June 2001 amendment modifying
the covenants to the Mellon credit facility, a decrease in the restricted cash
account requirement provided cash which had previously been restricted, offset
by the repayment of principal on the note payable and a decrease in due to
affiliates.  At June 30, 2001, the Company was in compliance with the modified
covenants to the Mellon credit facility.


PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

  From time to time, the Company may become involved in litigation arising in
the ordinary course of its business. The Company is not presently subject to any
material legal proceedings.

                                       14
<PAGE>

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

          During the past three years, the Company has issued unregistered
securities to a limited number of persons as described below.  The following
information regarding the Company's shares of common stock has been adjusted to
give effect to (i) the one-for-fifty reverse split of the Company's common stock
effected in March 1999, (ii) the two-for-one stock split in the form of a stock
dividend effected in April 1999, and (iii) a one-for-one reverse stock split in
October 1999.

     (1)  On March 18, 1999, the Company issued an aggregate of 2,400,000 shares
          of common stock to 14 investors in connection with the merger of
          Nutriceuticals.com Corporation, a Florida corporation, with and into
          the Company.

     (2)  On March 31, 1999, the Company issued an aggregate of 100,000 shares
          of common stock, to one investor in connection with the acquisition of
          Healthseek.com Corporation, a Massachusetts corporation.

     (3)  On August 16, 1999, the Company issued an aggregate of 20,000 shares
          of common stock to Lyntren Communications, Inc. in connection with the
          acquisition of the Nutriceuticals.com domain name.

     (4)  On November 26, 1999, the Company issued an aggregate of 2,000,000
          shares of common stock to Dynamic Health Products, a Florida
          corporation, in connection with the acquisition of Becan Distributors,
          Inc.

     (5)  On March 20, 2000, the Company issued an aggregate of 50,000 shares of
          common stock in connection with the acquisition of Desktop
          Corporation.

     (6)   On March 20, 2000, the Company issued an aggregate of 49,985 shares
          of common stock to retire debt associated with the acquisition of
          Desktop Corporation.

     (7)  On March 20, 2000, the Company issued 25,000 shares of common stock in
          connection with the acquisition of VetMall.

     (8)  On April 19, 2000, the Company issued 217,225 shares of common stock
          in connection with the acquisition of Valley Drug Company.

     (9)  On December 29, 2000, the Company issued 50,000 shares of common stock
          in connection with its Termination Agreement with Utendahl Capital
          Partners, L.P.

     (10) On January 29, 2001, the Company issued 1,000 shares of common stock
          to a former stockholder.

     (11) On June 30, 2001, the Company maintained in escrow 500,000 shares of
          common stock due to Dynamic Health Products, Inc., a Florida
          corporation, earned through the contingent consideration clauses of
          the Becan acquisition.  These shares were released from escrow and
          delivered to Dynamic on July 16, 2001.

     None of the foregoing transactions involved any underwriter, underwriting
discounts or commissions or any public offering, and the Company believes that
each transaction was exempt from the registration requirements or the Securities
Act by virtue of Section 4(2) thereof. The recipients in such transactions
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were affixed to the share certificates and instruments
issued in such transactions. All recipients had adequate access to information
about the Company.

                                       15
<PAGE>

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

     Not applicable


Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None

Item 5. - OTHER INFORMATION

     None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

     The following exhibits are filed with this report:

2.1  Agreement and Plan of Merger by and between NuMed Surgical, Inc. and
     Nutriceuticals.com Corporation, dated as of January 15, 1999. (1)

2.2  Agreement and Plan of Reorganization between the Registrant and Eric Egnet
     dated March 31, 1999. (1)

2.3  Agreement and Plan of Reorganization dated September 8, 1999 by and between
     Nutriceuticals.com Corporation and Dynamic Health Products, Inc. (2)

2.4  Agreement and Plan of Reorganization between DrugMax.com, Inc., Jimmy L.
     Fagala, K. Sterling Miller, and HCT Capital Corp. dated as of March 20,
     2000. (3)

2.5  Stock Purchase Agreement between DrugMax.com, Inc. and W.A. Butler Company
     dated as of March 20, 2000. (3)

2.6  Merger Purchase Agreement between DrugMax.com, Inc., DrugMax Acquisition
     Corporation, and Valley Drug Company, Ronald J. Patrick and Ralph A. Blundo
     dated as of April 19, 2000. (4)

2.7  Letter of Intent to acquire Penner & Welsch, Inc. by Discount Rx, Inc., a
     wholly-owned subsidiary of DrugMax.com, Inc., dated September 13, 2000.
     (10)

3.1  Articles of Incorporation of NuMed Surgical, Inc., filed October 18, 1993.
     (1)

3.2  Articles of Amendment to the Articles of Incorporation of NuMed Surgical,
     Inc., filed March 18, 1999. (1)

3.3  Articles of Merger of NuMed Surgical, Inc. and Nutriceuticals.com
     Corporation, filed March 18, 1999. (1)

3.4  Certificate of Decrease in Number of Authorized Shares of Common Stock of
     Nutriceuticals.com Corporation, filed October 29, 1999. (5)

3.5  Articles of Amendment to Articles of Incorporation of Nutriceuticals.com
     Corporation, filed January 11, 2000.  (8)

3.6  Articles and Plan of Merger of Becan Distributors, Inc. and DrugMax.com,
     Inc., filed March 29, 2000. (8)

3.7  Amended and Restated Bylaws, dated November 11, 1999. (5)

4.2  Specimen of Stock Certificate. (8)

                                       16
<PAGE>

10.1  Employment Agreement by and between Nutriceuticals.com Corporation and
      William L. LaGamba dated January 1, 2000. (7)

10.3  Employment Agreement by and between Valley Drug Company and Ronald J.
      Patrick dated April 19, 2000. (8)

10.4  Employment Agreement by and between Valley Drug Company and Ralph A.
      Blundo dated April 19, 2000. (8)

10.5  Consulting Agreement by and between Nutriceuticals.com Corporation and
      Jugal K. Taneja, dated as of April 1, 1999. (1)

10.6  Loan and Security Agreement in favor of Merrill Lynch Business Financial
      Services, Inc. from the Company dated February 15, 2000. (8)

10.7  Security Agreement in favor of First Community Bank of America from the
      Company dated March 17, 2000. (8)

10.8  Consulting Agreement by and between DrugMax.com, Inc. and Stephen M.
      Watters dated August 10, 2000. (9)

10.9  Loan and Security Agreement among DrugMax.com, Inc. and Valley Drug
      Company and Mellon Bank, N.A., dated October 24, 2000. (9)

10.10 Note in favor of First Community Bank of America from the Company dated
      November 6, 2000. (10)

10.11 Management Agreement between Discount RX and Penner & Welsch, Inc. dated
      September 13, 2000. (10)

21.0  Subsidiaries of DrugMax.com, Inc. (9)

99.1  DrugMax.com, Inc.1999 Incentive and Non-Statutory Stock Option Plan. (8)

_______________________________

*             Filed herewith.

(1)   Incorporated by reference to the Company's Registration Statement on Form
      SB-2, filed June 29, 1999, File Number 0-24362, as amended.

(2)   Incorporated by reference to Amendment No. 1 to the Company's Registration
      Statement on Form SB-2, filed on September 13, 1999, File No. 0-24362.

(3)   Incorporated by reference to the Company's Report on Form 8-K, filed April
      6, 2000, File Number 0-24362.

(4)   Incorporated by reference to the Company's Report on Form 8-K, filed May
      3, 2000, File Number 0-24362.

(5)   Incorporated by reference to Amendment No. 2 to the Company's Registration
      Statement on Form SB-2, filed on November 12, 1999, File No. 0-24362.

(6)   Incorporated by reference to the Company's Report on Form 8-K, filed
      February 8, 2000, File No. 0-24362.

(7)   Incorporated by reference to the Company's Form 10-KSB, filed June 29,
      2000, File No. 0-24362.

(8)   Incorporated by reference to the Company's Form 10-KSB/A, filed July 14,
      2000, File No. 0-24362.

                                       17
<PAGE>

(9)  Incorporated by reference to the Company's Registration Statement on Form
     SB-2, filed on November 1, 2000.

(10) Incorporated by reference to the Company's Form 10-QSB, filed November 14,
     2000, File No. 1-15445.

(b) Reports on Form 8-K.

     During the three months ended June 30, 2001, the Company filed the
     following one (1) report on Form 8-K.  Subsequent to June 30, 2001, the
     Company filed one (1) report on Form 8-K.

     Form 8-K dated June 14, 2001, with respect to the Company's press release
     to announce fourth quarter and year-end financial results.

     Form 8-K dated August 7, 2001, with respect to the Company's press release
     to announce first quarter financial results.

                                       18
<PAGE>

                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




                                         DrugMax.com, Inc.


Date: August 14, 2001                    By: /s/ Jugal K. Taneja
      ---------------                        ----------------------------
                                             Jugal K. Taneja
                                             Chief Executive Officer



Date: August 14, 2001                    By:  /s/ Ronald J. Patrick
      ---------------                        ----------------------------
                                             Ronald J.Patrick
                                             Chief Financial Officer, Vice
                                             President of Finance, Secretary
                                             and Treasurer


Date: August 14, 2001                    By:  /s/ William L. LaGamba
      ---------------                        ----------------------------
                                             William L. LaGamba
                                             President and Chief
                                             Operations Officer

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