**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**






**FORM
      10-K/A**


**AMENDMENT
      NO. 2**





**x**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the fiscal year ended December 31, 2005**




**OR**




** ̈**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**Commission
      File No. 1-15445**





**DRUGMAX,
      INC.**


**(Name
      of registrant as specified in its charter)**





**STATE
                OF NEVADA**
            
            **34-1755390****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(IRS
                Employer**
              **Identification
                No.)****312
                Farmington Avenue**
              **Farmington,
                CT**
            
            **06032-1968****(Address
                of Principal Executive Officers)**
            
            **(Zip
                Code)**




**Issuer’s
      telephone number: (860) 676-1222**





**Securities
      registered pursuant to Section 12(b) of the Exchange Act:
      None.**




**Securities
      registered pursuant to Section 12(g) of the Exchange Act:**




**Common
      stock, Par value $.001 per share**


**(Title
      of Class)**






Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.   Yes o  No  x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange Act.  Yes  o No  x




Indicate
      by check mark whether the issuer (1) filed all reports required to be filed
      by
      Sections 13 or 15(d) of the Securities Exchange Act of 1934 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.    Yes x No  ̈




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. x




The
      aggregate market value of the Common Stock, $.001 par value, held by
      non-affiliates of the Registrant based upon the last price at which the common
      stock was sold as of the last business day of the Registrant’s most recently
      completed second fiscal quarter, July 2, 2005, as reported on the NASDAQ Stock
      Market was approximately $31,266,865. Shares of Common Stock held by each
      officer and director and by each person who owns 5% or more of the outstanding
      Common Stock have been excluded in that such persons may be deemed to be
      affiliates. This determination of affiliate status is not necessarily a
      conclusive determination for other purposes.









Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer o   Accelerated
      filer o  Non-accelerated
      filer  x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes o  No x




The
      number of shares outstanding of common stock as of March 31, 2006 was
      66,007,406.









**EXPLANATORY
      NOTE**




This
      Amendment No. 2 on Form 10-K/A amends Amendment No. 1 on Form 10-K/A (filed
      on
      May 1, 2006) to the Form 10-K annual report for the fiscal year ended December
      31, 2005 filed by DrugMax, Inc. (the “Company”). This Form 10-K/A is being filed
      solely to include as Exhibits the officers’ certifications inadvertently omitted
      from Amendment No. 1. All other portions of the Company’s Form 10-K, as amended,
      remain in effect.









**PART
      IV**





**Item
      15.**  **EXHIBITS**





31.3
            
            Certification
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002*31.4
            
            Certification
                of the Chief Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002*





*
            Filed
                herewith.









**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**DRUGMAX,
                INC.****Dated:**June 8, 2006
            
            By
            
            /s/*Edgardo
                A. Mercadante*Edgardo
                A. Mercadante, Chairman of the Board, President and Chief Executive
                Officer