<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 December 31, 2000

                                      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 February 5, 2001, there were 6,949,647 outstanding shares of the Issuer's
common stock, par value $.001 per share.

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

PART I - FINANCIAL INFORMATION

Item 1.  CONSOLIDATED FINANCIAL STATEMENTS.


                      DRUGMAX.COM, INC. AND SUBSIDIARIES
                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           December 31, 2000       March 31, 2000
                                                                          -------------------     ---------------
<S>                                                                       <C>                     <C>
                                  ASSETS

Current assets:
    Cash and cash equivalents                                                 $     3,586,977       $   6,020,129
    Accounts receivable, net of allowance for doubtful accounts of
      $497,870 and $113,282                                                        15,465,888           4,106,105
    Inventory                                                                      12,390,320           1,416,241
    Due from affiliates                                                                50,349              13,564
    Prepaid expenses and other current assets                                         885,242             126,542
                                                                          -------------------     ---------------
Total current assets                                                               32,378,776          11,682,581

Property and equipment, net                                                           648,225             693,340
Intangible assets (primarily goodwill), net                                        27,976,610          26,090,635
Stockholder notes receivable                                                          100,000                  --
Notes receivable                                                                           --              37,614
Deposits                                                                                8,242               9,742
                                                                          -------------------     ---------------
Total assets                                                                  $    61,111,853       $  38,513,912
                                                                          ===================     ===============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                          $    13,093,793       $   3,170,890
    Accrued expenses                                                                  468,325             442,598
    Credit lines payable                                                           13,419,552           2,391,095
    Notes payable - current portion                                                        --               4,872
    Due to affiliates                                                                 550,065             511,717
                                                                          -------------------     ---------------
Total current liabilities                                                          27,531,735           6,521,172

Notes payable - long term                                                           1,944,444                  --
                                                                          -------------------     ---------------
Total liabilities                                                                  29,476,179           6,521,172
                                                                          -------------------     ---------------
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;
      6,467,754 and 6,200,499 shares issued and outstanding                             6,469               6,202
    Additional paid-in capital                                                     36,476,272          34,079,957
    Accumulated deficit                                                            (4,847,067)         (2,093,419)
                                                                          -------------------     ---------------
Total stockholders' equity                                                         31,635,674          31,992,740
                                                                          -------------------     ---------------
Total liabilities and stockholders' equity                                    $    61,111,853       $  38,513,912
                                                                          ===================     ===============
</TABLE>

     See accompanying notes to unaudited condensed consolidated financial
                                  statements.

                                      -2-
<PAGE>

                      DRUGMAX.COM, INC. AND SUBSIDIARIES
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                   For the Three         For the Three         For the Nine           For the Nine
                                                   Months Ended          Months Ended          Months Ended           Months Ended
                                                 December 31, 2000     December 31, 1999     December 31, 2000     December 31, 1999
                                                 -----------------------------------------------------------------------------------
<S>                                               <C>                     <C>                    <C>                 <C>
Net revenues                                      $  54,697,214           $   7,170,581          $ 122,473,558       $    7,221,279

Cost of goods sold                                   53,065,833               7,112,971            118,549,908            7,139,562
                                                  -------------           -------------          -------------       --------------
Gross profit                                          1,631,381                  57,610              3,923,650               81,717


Selling, general and administrative expenses          1,964,997                 458,800              6,072,162              728,918
                                                  -------------           -------------          -------------       --------------

Operating loss                                         (333,616)               (401,190)            (2,148,512)            (647,201)
                                                  -------------           -------------          -------------       --------------

Other income (expense):
     Interest income                                     70,773                  38,981                209,462               39,539
     Other Income                                            --                 (31,667)                   375              (31,307)
     Interest expense                                  (343,361)                (32,159)              (814,973)             (36,575)
                                                  -------------           -------------          -------------       --------------
Total other expense                                    (272,588)                (24,845)              (605,136)             (28,343)
                                                  -------------           -------------          -------------       --------------

Net loss                                          $    (606,204)          $    (426,035)         $  (2,753,648)      $     (675,544)
                                                  =============           =============          =============       ==============

      Basic and diluted loss per share            $       (0.09)          $       (0.10)         $       (0.43)      $        (0.21)
                                                  =============           =============          =============       ==============

      Basic and diluted wieghted average number
      of common shares outstanding                    6,419,384               4,085,185              6,404,079           3,151,616
                                                  =============           =============          =============       ==============

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                      -3-
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                    For the Nine Months       For the Nine Months
                                                                                           Ended                     Ended
                                                                                     December 31, 2000         December 31, 1999
                                                                                    -------------------       -------------------
<S>                                                                                 <C>                       <C>
Cash flows from operating activities:
Net loss                                                                            $      (2,753,648)        $       (675,544)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization                                                               2,201,117                   90,077
Impairment of intangible asset                                                                   --                     31,667
Changes in operating assets and liabilities, net of effects from purchase of
Valley Drug Company and Becan Distributors, Inc.:
     Increase in accounts receivable, net                                                  (7,881,146)              (3,077,922)
     Increase in inventory                                                                 (4,283,443)                 (64,287)
     Increase in due from affiliates                                                          (36,785)                      --
     Increase in prepaid expenses and other current assets                                   (528,905)                (159,080)
     Decrease in shareholder notes receivable                                                  70,000                       --
     Decrease in notes receivable                                                              37,614                       --
     Increase in other assets                                                                    --                    (12,243)
     Decrease in deposits                                                                       1,500                       --
     Increase in accounts payable                                                           5,962,349                2,547,156
     Decrease in accrued expenses                                                            (155,165)                (438,738)
                                                                                    -----------------         ----------------
Net cash used in operating activities                                                      (7,366,512)              (1,758,914)


Cash flows from investing activities:

       Purchases of property and equipment                                                    (77,883)                 (32,783)
       Increase in intangible assets                                                         (276,466)                 (67,162)
       Cash paid for acquisitions, net                                                     (1,757,481)              (2,000,000)
                                                                                    -----------------         ----------------
Net cash used in  investing activities                                                     (2,111,830)              (2,099,945)


Cash flows from financing activities:

      Net change under revolving line of credit agreements                                  6,814,457                   61,269
      Payments of long-term obligations                                                      (296,575)                      --
      Repayment of principal on note payable                                               (1,511,040)                      --
      Proceeds from related party obligation                                                     --                    200,000
      Payments of related party obligation                                                       --                   (200,000)
      Proceeds from issuance of note payable                                                2,000,000                       --
      Proceeds from affiliates                                                                 38,348                       --
      Proceeds from issuance of common stock                                                     --                 11,898,601
                                                                                    -----------------         ----------------
Net cash provided by financing activities                                                   7,045,190               11,959,870
                                                                                    -----------------         ----------------

Net (decrease) increase in cash and cash equivalents                                       (2,433,152)               8,101,011


Cash and cash equivalents at beginning of period                                            6,020,129                   99,620
                                                                                    -----------------         ----------------
Cash and cash equivalents at end of period                                          $       3,586,977          $     8,200,631
                                                                                    =================         ================
Supplemental disclosure of cash flow information:

 Cash paid during period for interest                                               $          27,065          $        49,739
                                                                                    =================         ================
 Cash paid for income taxes                                                         $              --          $            --
                                                                                    =================         ================
Supplemental schedule of non-cash investing and financing activities:

In November 1999, DrugMax.com, Inc, purchased all of the capital stock of Becan
   Distributors, Inc. for $2,000,000 in cash plus 2,000,000 shares of its common
     stock
   In conjunction with the acquisition, liabilities were assumed as follows:


                  Fair value of assets acquired                                                               $     15,450,992
                  Cash and stock issued for Becan capital stock                                                     12,000,000
                                                                                                              ================
                  Liabilities assumed                                                                         $      3,450,992
                                                                                                              ================
In April 2000, DrugMax.com, Inc. purchased all of the capital stock of Valley
   Drug Company for $1,757,481 in cash, plus 217,255 shares of its common stock
   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
                                                                                    =================
In December 2000, DrugMax.com, Inc. issued 50,000 shares of its common
   stock to Utendahl Capital Partners, L.L.C, in connection with the termination
   agreement as lead managing  underwriter for the proposed offering                $         196,875
                                                                                    =================
</TABLE>

     See accompanying notes to unaudited condensed consolidated financial
                                  statements.

                                                 -4-
<PAGE>

DrugMax.com, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements

For the Three- and Nine-Month Periods Ended December 31, 2000 and 1999.

NOTE A-BASIS OF PRESENTATION

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

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

        The accompanying unaudited condensed 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 generally accepted accounting principles 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 and footnotes included in
the Company's Form 10-KSB/A as of and for the year ended March 31, 2000, and as
of and for the period September 8, 1998 through March 31, 1999.

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.
Management has determined that the adoption of SAB 101 did not have a material
impact on its December 31, 2000, condensed consolidated financial statements.

        In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities", which
will be effective for the Company on April 1, 2001. SFAS 133 establishes
accounting and reporting standards for derivative instruments embedded in other
contracts, and for hedging activities. SFAS 133, as amended by SFAS 137 and 138,
requires, among other things, that all derivatives be recognized in the
consolidated balance sheets as either assets or liabilities and measured at fair
value. The corresponding derivative gains and losses should be reported based
upon the hedge relationship, if such a relationship exists. Changes in the fair
value of derivatives that are not designated as hedges or that do not meet the
hedge accounting criteria in SFAS 133, are required to be reported in income.
The Company is in the process of quantifying the impact of SFAS 133 on its
consolidated financial statements.

        In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44"),
"Accounting for Certain Transactions Involving Stock Compensation". 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
<PAGE>

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. Management believes that the adoption of
FIN 44 will not have a material effect on the financial position or results of
operations of the Company.

NOTE C - ACQUISITIONS

        In November 1999, the Company acquired all of the outstanding shares of
common stock of Becan Distributors, Inc. ("Becan"), a wholesale distributor
primarily of pharmaceutical products and, to a lesser extent, over-the-counter
drugs and health and beauty care products. Becan had net revenues of
approximately $31.1 million and $26.5 million for its fiscal year ended March
31, 1999, and for its six months ended September 30, 1999, respectively. Results
of operations for the fiscal year ended March 31, 2000, include the results of
operations of Becan from November 26, 1999, through March 31, 2000.

        In March 2000, the Company acquired Desktop Corporation ("Desktop") and
a 70% interest in VetMall, Inc. ("VetMall"). Desktop is an Internet e-commerce
solutions provider specializing in the design, development and delivery of
technology solutions by providing custom programming services and web hosting
services. VetMall is an e-commerce pet care product sales distributor. Desktop
had revenues and a net loss for the year ended March 31, 2000, of $2.4 million
and ($1.9) million, respectively. Results of operations for the fiscal year
ended March 31, 2000, include the results of operations of Desktop and VetMall
from March 20, 2000 through March 31, 2000.

        On April 19, 2000, DrugMax Acquisition Corporation ("Buyer"), a wholly
owned subsidiary of the Company, Valley Drug Company ("Valley"), Ronald J.
Patrick ("Patrick") and Ralph A. Blundo ("Blundo" and together with Patrick, the
"Sellers") signed a Merger Purchase Agreement (the "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. Valley loaned the
Sellers $170,000, of which $100,000 is outstanding at December 31, 2000, to pay
for a portion of the flow through effects of their S Corporation taxable income
resulting from the sale of 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 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. The goodwill
will be amortized over fifteen (15) years.

        The results of operations of Valley are included in the condensed
consolidated financial statements from the purchase date. The Company acquired
the following assets and liabilities (net of cash received of $502) in the
Valley 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
           Fair value of common stock issued           2,199,707
                                                    ------------
           Cash paid for acquisitions               $  1,757,481
                                                    ============
<PAGE>

        The unaudited pro forma effects of the acquisitions of Becan, Valley,
Desktop and VetMall on the Company's revenues, net loss and net loss per share,
had the acquisitions occurred on April 1, 1999 are as follows:

<TABLE>
<CAPTION>
                                             For the Nine Months      For the Nine Months
                                              Ended December 31,       Ended December 31,
                                                     2000                    1999
                                             --------------------------------------------
   <S>                                       <C>                      <C>
   Revenues                                     $ 125,290,557            $ 80,300,522
   Net loss                                     $  (2,891,876)           $   (545,012)
   Basic and diluted net loss per share         $       (0.45)           $      (0.10)
</TABLE>

NOTE D - IMPAIRMENT OF LONG-LIVED ASSETS

        As events and circumstances change, the Company evaluates the
recoverability of the net carrying value of its property and equipment and its
intangible assets by comparing the carrying values to the estimated future
undiscounted cash flows. A deficiency in these cash flows relative to the
carrying amounts is an indication of the need for a write-down due to
impairment. The impairment write-down would be the difference between the
carrying amounts and the fair value of these assets. A loss on impairment would
be recognized by a charge to earnings. Management has reviewed the Company's
long-lived assets for impairment and has concluded that there are no indications
of impairment as of December 31, 2000.

NOTE E - INCOME TAXES

        The Company has adopted Statement of Financial Accounting Standards No.
109 ("SFAS 109"), Accounting for Income Taxes. Under SFAS 109, the Company uses
the asset and liability method which recognizes the amount of current and
deferred taxes payable or refundable at the date of the financial statements as
a result of all events that have been recognized in the consolidated financial
statements and as measured by the provisions of enacted tax laws.

        The Company has an estimated gross deferred tax asset as of December 31,
2000, which represents the potential future tax benefit associated with its
operating losses to date. Management has evaluated the available evidence
regarding the Company's future taxable income and other possible sources of
realization of deferred tax assets. As a result of the evaluation, a 100 percent
valuation allowance has been established by management against the gross
deferred tax asset, as it is more likely than not that the deferred tax asset
will not be realized. The Company continually reviews the adequacy of the
valuation allowance and will recognize deferred tax asset benefits only when a
reassessment indicates that it is more likely than not that the benefits will be
realized.

NOTE F - COMMITMENTS AND CONTINGENCIES

        On February 15, 2000, the Company entered into an Agreement with
Purchasepro.com, Inc. ("PPRO") wherein PPRO will design and develop a
"sell-side" private e-marketplace labeled to include the marks and logos of the
Company and powered by PPRO. The custom e-marketplace will be utilized within
the Company's web 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 and 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 will guarantee
PPRO at least $80,000 in annual transaction revenue. The Company plans to use
the sell-side e-marketplace to primarily sell pharmaceuticals and health
supplements as well as the value added services from PPRO's preferred providers.

        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, 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
<PAGE>

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 will work with P&W, on an exclusive basis, to formulate a bankruptcy
reorganization plan, pursuant to which the Company offered to purchase, for
$750,000 worth of restricted DrugMax common stock, all of P&W's assets and/or
equity, without its liabilities, while keeping P&W's customers in continuous
service. While the Company expects that any plan of reorganization filed by P&W
will conform with the terms of the Company's letter of intent, it can not
guarantee that when filed, such plan of reorganization will in fact conform to
the terms of the Company's letter of intent, nor can the Company guarantee that
the Bankruptcy Court will confirm a bankruptcy reorganization plan that is
acceptable to the Company or that the Bankruptcy Court will approve the
transactions contemplated by the letter of intent. In addition, even if the
contemplated transactions are completed, the Company can not guarantee that it
will successfully assimilate the additional personnel, operations, acquired
technology and products of P&W into the Company's business, or retain key
personnel and customers.

        In addition, on September 13, 2000, the Company entered into a
management agreement with P&W, pursuant to which it will manage 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 secured 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 secured 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 October 31,
2000, the Bankruptcy Court entered a final order approving the management
agreement and financing and security agreement.

        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 (10.25% as of December 31, 2000), 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 (9.75% as of December 31, 2000) at the
floating rate of 0.25% per annum above the base rate. After the Company delivers
its audited financial statements for the fiscal year ending March 31, 2001 to
Mellon, 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 $2,023,000 was available for borrowing at December 31,
2000. The outstanding balances were approximately $12,423,000 and $1,944,400 on
the revolving line of credit and term loan, respectively, at December 31, 2000.

        The credit facility imposes financial covenants including, net worth,
net income (loss) and working capital ratios on a quarterly basis. At December
31, 2000, 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 February 13, 2001, Mellon provided an amendment to the net income
(loss) covenant for the quarter ended December 31, 2000. This amendment only
modifies the net income (loss) covenant for the period ended December 31, 2000,
subsequent to which time the original net income (loss) covenants within the
loan and security agreement will remain in effect.

        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
provide for interest to be charged at 1% over the rate of interest (7% as of
December 31, 2000) paid on the Company's $1,000,000 certificate of deposit used
to collateralize the loan facility, in accordance
<PAGE>

with the Security Agreement dated March 17, 2000. The certificate of deposit
matures on March 15, 2001. The total balance outstanding on this line of credit
was approximately $996,000 as of December 31, 2000.

NOTE G - SEGMENT INFORMATION

        The Company is organized into two strategic business units which have
separate management teams and infrastructures that offer different products and
services. Each segment requires different employee skills, technology, and
marketing strategies. The wholesale distribution segment includes traditional
wholesale, as well as internet-based distribution operations. The computer
software development segment includes the design, development and delivery of
technology solutions through custom programming services and web hosting
services. The Company evaluates the performance of each segment based upon
profit or loss from operations before income taxes and non-recurring gains or
losses.

        There has been no change in the basis of segmentation or in the
measurement of segment losses since the Company's last annual report on Form
10-KSB/A.

        Summarized financial information by business segment is as follows:

<TABLE>
<CAPTION>
                              For the Three   For the Three   For the Nine   For the Nine
                               Months Ended    Months Ended   Months Ended   Months Ended
                               December 31,    December 31,   December 31,   December 31,
                                   2000            1999           2000           1999
                              --------------- --------------- -------------- --------------
   <S>                        <C>             <C>             <C>            <C>
   Revenues from external
   customers

                Distribution     $54,697,214     $ 7,170,581   $122,331,871     $7,221,279
        Software Development               -               -        141,687              -
                              --------------  --------------  ------------   -------------
                       Total     $54,697,214     $ 7,170,581   $122,473,558     $7,221,279
                              ==============  ==============  =============  =============

   Segment income (loss)
   from operations
                Distribution     $   108,215     $  (401,190)     $(512,471)    $ (647,201)
        Software Development        (441,831)              -     (1,636,041)             -
                              --------------  --------------  -------------  -------------
                       Total     $  (333,616)    $  (401,190)   $(2,148,512)    $ (647,201)
                              ==============  ==============  =============  =============

                                December 31,       March 31,
                                        2000            2000
                              --------------  --------------
   Assets

                Distribution     $60,450,940     $38,408,017
        Software Development         660,913         105,895
                              --------------  --------------
                       Total     $61,111,853     $38,513,912
                              ==============  ==============
</TABLE>

        There were no inter-segment sales or transfers during either the
three-or nine-month periods ended December 31, 2000 or 1999. Operating loss by
business segment excludes interest income, interest expense, and other income
and expenses.

NOTE H - SIGNIFICANT EVENTS

        In August 2000, the Company established its online trade exchange,
DrugMaxTrading.com, which 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. Capitalizing on
the efficiencies of the Internet and its strategic alliances, DrugMaxTrading.com
aggregates a variety of product and market participant information, and, in
doing so, facilitates the execution of mutually beneficial online transactions
among trade exchange members in an open-market format. No significant revenues
have been generated from the DrugMaxTrading.com site at December 31, 2000.

        On or about September 19, 2000, the Company informed the selling
shareholders of Desktop that 20,000 shares held under escrow, pursuant to the
acquisition agreement, would not be released as contemplated in the initial
purchase price. Upon final resolution of this matter and cancellation of these
shares, management anticipates reducing the purchased goodwill by approximately
$329,000.

        On November 1, 2000, the Company filed a registration statement with the
Securities and Exchange Commission for a proposed secondary offering of
2,000,000 shares of the Company's common stock. Of the 2,000,000 offered shares,
the Company will offer 1,600,000 shares and certain selling stockholders will
offer 400,000 shares. The Company will not receive any proceeds from the sale of
shares by the selling stockholders. The
<PAGE>

Company expects to use the net proceeds from this offering primarily for working
capital, as well as future strategic acquisitions, business expansion and
marketing efforts. There can be no assurance as to the completion of the
secondary offering.

        In connection with the proposed offering, the Company entered into an
agreement with Utendahl Capital Partners, L.P. ("Utendahl"), pursuant to which
Utendahl was to act as lead managing underwriter of the proposed offering.
However, On December 29, 2000, the Company and Utendahl agreed to terminate
their agreement. In consideration of the termination, the mutual release
executed between Utendahl and the Company and the services provided by Utendahl
through the date of termination, the Company issued 50,000 shares of its common
stock with a fair market value of $3.9375 per share to Utendahl.

NOTE I - SUBSEQUENT EVENTS

        On or about January 15, 2001, the Company entered into a Letter of
Intent with Southwest Securities, Inc. ("Southwest"), pursuant to which
Southwest proposed to organize, lead and manage a group of underwriters to
represent the Company for the proposed secondary offering. However, the Company
remains unable to make any assurances as to the successful completion of the
proposed secondary offering.

NOTE J - LOSS PER SHARE

        Basic net loss per common share is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted net loss per common share is calculated
by dividing 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.
The Company does not have any dilutive shares outstanding as of December 31,
2000 and 1999, respectively.

        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 and Notes
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
<PAGE>

technologies noncompetitive or obsolete; (v) new product introductions, product
sales mix and the geographic mix of sales and (vi) our customers' willingness to
accept our 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/A for the year ended March 31, 2000 and the Company's
Registration Statement on Form SB-2, 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 an e-commerce business providing: (1) the
wholesale distribution of pharmaceuticals, over-the-counter products, health and
beauty care products, veterinary products, and nutritional supplements and (2)
one of the first business-to-business online trade exchanges for the same
products, dedicated exclusively to manufacturers, distributors, wholesalers and
retailers in the pharmaceuticals and over-the-counter product markets. The
Company will continue to derive a significant portion of revenue from its
traditional "brick and mortar" full-line wholesale distribution business. The
Company utilizes its competitive advantage of being one of the early entrants
into the Internet business-to-business pharmaceutical market, leveraging its
existing infrastructure, technology, relationships, marketing and management
resources. The Company 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, alternate care facilities and other
wholesalers and retailers. Since the early December 1999 launch of its website,
www.drugmax.com, over 9,000 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. In addition, the Company maintains an inventory of over 20,000
stock keeping units, and continues to serve its customers as a primary,
full-line wholesale distributor through a combination of its e-commerce venues
and traditional distribution methods.

        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
DrugMaxTrading.com concept capitalizes on the efficiencies of the Internet and
its strategic alliances, offering a variety of product and market participant
information, and, in doing so, facilitates the execution of mutually beneficial
online transactions among trade exchange members in an open-market format.

Results of Operations

Three- and Nine-Month Periods Ended December 31, 2000 and 1999.

        Revenues. The Company generated revenues of $54.7 million and $122.5
million, respectively, for the three- and nine-month periods ended December 31,
2000, compared to $7.2 million for both the three- and nine-month periods ended
December 31, 1999. The increase is primarily attributable to the acquisitions of
Becan in November 1999, Desktop and VetMall in March 2000, and Valley in April
2000, as well as additional organic growth within each respective acquired
operation.
<PAGE>

        Gross Profit. The Company secured gross profits of $1.6 million and $3.9
million, respectively, for the three- and nine-month periods ended December 31,
2000, compared to $57,610 and $81,717, respectively, for the three- and
nine-month periods ended December 31, 1999. Gross margins for the three- and
nine-month periods ended December 31, 2000 were 3.0% and 3.2%, respectively,
compared to .8% and 1.1% for the three- and nine-month periods ended December
31, 1999, respectively. The increase in gross profit is attributable to the
acquisitions of Becan in November 1999, Desktop and VetMall in March 2000, and
Valley in April 2000.

        Selling, general and administrative expenses. The Company incurred
selling, general and administrative expenses of $2.0 million and $6.1 million
for the three- and nine-month periods ended December 31, 2000, respectively,
compared to $458,800 and $728,918 for the three- and nine-month periods ended
December 31, 1999, respectively. These costs typically include various
administrative, sales, marketing and other indirect operating costs. The
increase between periods was primarily due to increased payroll, amortization of
goodwill associated with the acquisitions of Becan, Desktop, VetMall and Valley,
and additional advertising and promotional expenses

        Interest expense. Interest expense was $343,361 and $814,973,
respectively, for the three- and nine-month periods ended December 31, 2000,
compared to $32,159 and $36,575, respectively, for the three- and nine-month
periods ended December 31, 1999. The increase between periods was a result of
borrowings under the Company's credit facilities for the financing of additional
working capital needs associated with the various acquisitions made by the
Company, and the outstanding debt assumed with the Valley acquisition. On
October 24, 2000, the Company obtained a new revolving line of credit and term
loan with Mellon, satisfying the prior Merrill Lynch and National City credit
facilities. Interest expense in November 2000, and forward, will primarily be
related to the new Mellon credit facilities.

        Net loss per share. The net loss per share for the quarter ended
December 31, 2000, amounted to $(.09) per share compared to $(.10) per share and
$(.24) per share for the quarters ended September 30, 2000 and June 30, 2000,
respectively, an improvement of $.01 per share and $.15 per share, respectively.

        Income Tax. The Company has no income tax provision  for the periods
presented due to its net operating losses. These net operating losses may be
carried forward for up to 15 years to offset future taxable income.

        Inflation; 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 or nine months ended December 31, 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 (loss) plus non-cash expenses) for the quarter ended December 31, 2000.
The significant improvement from prior periods was attributable to 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 $4.8 million and $3.6 million at December 31, 2000, respectively.

        Net cash used in operating activities was $7,366,512 for the nine months
ended December 31, 2000. The usage of cash is primarily attributable to an
increase in accounts receivable and inventory as a result of increased sales
associated with the Becan and Valley acquisitions, increases in due from
affiliated companies, and prepaid expenses and other current assets, and a
decrease in accrued expenses, partially offset by an increase in accounts
payable and a decrease in notes receivable.

        Net cash used in investing activities of $2,111,830 for the nine months
ended December 31, 2000, primarily represents the cash paid for the acquisition
of Valley and the deferred financing costs associated with the new credit
facility with Mellon Bank N.A ("Mellon").

        Net cash provided by financing activities was $7,045,190 for the nine
months ended December 31, 2000, representing the net change in the Company's
revolving line of credit agreements, proceeds from the new Mellon term loan and
proceeds from affiliates, which was offset by repayments of notes payable and
long-term obligations.
<PAGE>

        On March 17, 2000, the Company signed a $1,000,000 line of credit
agreement with First Community Bank of America. The total balance outstanding on
this line of credit was approximately $996,000 as of December 31, 2000. Terms of
the agreement provide for interest to be charged at 1% over the rate of interest
(7% as of December 31, 2000) paid on the Company's $1,000,000 certificate of
deposit held by First Community Bank of America and used to collateralize the
loan facility. The balance on the line of credit became due on October 1, 2000.
On November 6, 2000, documents were executed to extend the line of credit
agreement for an additional six-month period with a due date of April 1, 2001.
The certificate of deposit matures on March 15, 2001. Additionally, in March
2000, the Company entered into a line of credit with Merrill Lynch. The line of
credit enabled the Company to borrow a maximum of $5,000,000 with borrowings
limited to 80% of eligible accounts receivable and 50% of inventory (capped at
$1,000,000). The Merrill Lynch line of credit was paid in full on October 24,
2000, with proceeds from the new Mellon credit facility.

        As part of the acquisition of Valley, the Company agreed to become an
additional guarantor of the National City Bank revolving line of credit and term
loan indebtedness of Valley. In October 2000, the National City Bank was paid in
full with proceeds from the new Mellon credit facility.

        On October 24, 2000, the Company obtained from Mellon Bank, N.A.
("Mellon") a line of credit and a $2.0 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 over a
36-month period with interest 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 will bear interest at the floating rate
of 0.25% per annum above the base rate. After the Company delivers its audited
financial statements for the fiscal year ending March 31, 2001, to Mellon, 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. 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. The Company used the proceeds from this credit
facility to repay its prior credit facilities. The outstanding balances on the
revolving line of credit and term loan were $12,423,000 and $1,944,400,
respectively as of December 31, 2000.

        The credit facility imposes financial covenants including, net worth,
net income (loss) and working capital ratios on a quarterly basis. At December
31, 2000, 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 February 13, 2001, Mellon provided an amendment to the net income
(loss) covenant for the quarter ended December 31, 2000. This amendment only
modifies the net income (loss) covenant for the period ended December 31, 2000,
subsequent to which time the original net income (loss) covenants within the
loan and security agreement will remain in effect.

        On November 1, 2000, the Company filed a registration statement with the
Securities and Exchange Commission for a proposed secondary offering of
2,000,000 shares of the Company's common stock. Of the 2,000,000 offered shares,
the Company will offer 1,6000,000 shares and the certain selling stockholders
will offer 400,000 shares. The Company will not receive any proceeds from the
sale of shares by the selling stockholders. The Company expects to use the net
proceeds from this offering primarily for working capital, as well as future
strategic acquisitions, business expansion and marketing efforts. There can be
no assurance as to the completion of the secondary offering.

        In connection with the proposed offering, the Company entered into an
agreement with Utendahl Capital Partners, L.P. ("Utendahl"), pursuant to which
Utendahl was to act as lead managing underwriter of the proposed offering.
However, On December 29, 2000, the Company and Utendahl agreed to terminate
their agreement. In consideration of the termination, the mutual release
executed between Utendahl and the Company and the services provided by
Utendahl through the date of termination, the Company issued 50,000 shares of
its common stock with a fair market value of $3.9375 per share to Utendahl.

        On or about January 15, 2001, the Company entered into a Letter of
Intent with Southwest Securities, Inc. ("Southwest"), pursuant to which
Southwest proposed to organize, lead and manage a group of underwriters to
represent the Company for the proposed secondary offering. However, the Company
remains unable to make any assurances as to the successful completion of the
proposed secondary offering.

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.

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 Nutricueticals.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.
<PAGE>

        (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.

        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.

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)
<PAGE>

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)

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)
<PAGE>

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

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

27.1    Financial Data Schedule (for SEC use only). *

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.

(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 December 31, 2000, the Company filed no
        reports on Form 8-K.
<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:  February 14, 2001                     By:  /s/ Jugal K. Taneja
     ---------------------------                 -------------------------------
                                                      Jugal K. Taneja
                                                      Chief Executive Officer



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