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, 2000
or
[ ] TRANSITION REPORT UNDER SECTION 13
OR 15 (d) OF THE EXCHANGE ACT
Commission File Number 0-24362
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 June 30, 2000, there were 6,417,754 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
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
--------------------- -------------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,124,356 $ 6,020,129
Accounts receivable, net 7,805,881 4,106,105
Inventory 8,000,307 1,416,241
Due from affiliates 12,899 13,564
Prepaid expenses and other current assets 217,138 126,542
--------------------- -------------------
Total current assets 20,160,581 11,682,581
--------------------- -------------------
Property and equipment, net 770,012 693,340
Intangible assets (primarily goodwill), net 29,057,457 26,090,635
Shareholder notes receivable 100,000 -
Notes receivable 37,614 37,614
Deposits 8,242 9,742
--------------------- -------------------
Total assets $ 50,133,906 $ 38,513,912
===================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,433,611 $ 3,170,890
Accrued expenses 532,612 442,598
Credit lines payable 8,222,733 2,391,095
Notes payable - current portion 236,147 4,872
Due to affiliates 564,610 511,717
--------------------- -------------------
Total current liabilities 15,989,713 6,521,172
Notes payable - long term 1,471,575 -
--------------------- -------------------
Total liabilities 17,461,288 6,521,172
--------------------- -------------------
Commitments and contingencies (Note E)
Shareholders' 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; 6,419 6,202
6,417,754 and 6,200,499 shares issued and outstanding
Additional paid-in capital 36,279,447 34,079,957
Deficit (3,613,248) (2,093,419)
--------------------- -------------------
Total shareholders' equity 32,672,618 31,992,740
--------------------- -------------------
Total liabilities and shareholders' equity $ 50,133,906 $ 38,513,912
===================== ===================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
DRUGMAX.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
-------------------- ---------------------
<S> <C> <C>
Net revenues $ 28,816,653 $ 33,899
Cost of goods sold 27,813,691 14,786
-------------------- ---------------------
Gross profit 1,002,962 19,113
Selling, general and administrative expenses 2,363,190 101,308
-------------------- ---------------------
Operating loss before other income and expense (1,360,228) (82,195)
Other income (expense):
Interest income 64,355 335
Interest expense (223,956) (589)
-------------------- ---------------------
Total other income (expense) (159,601) (254)
-------------------- ---------------------
Net loss $ (1,519,829) $ (82,449)
==================== =====================
Basic and diluted net loss per share $ (0.24) $ (0.02)
==================== =====================
Basic and diluted weighted average number of
common shares outstanding 6,374,780 5,351,028
==================== =====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
DRUGMAX.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
June 30, 2000 June 30, 1999
--------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,519,829) $ (82,449)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 708,625 2,500
Changes in operating assets and liabilities:
Accounts receivable, net (210,216) (9,760)
Inventory 106,570 (2,860)
Due from affiliates 665 -
Prepaid expenses and other current assets (68,600) (25,399)
Shareholder notes receivable 70,000 -
Deposits 1,500 180
Accounts payable (697,834) (17,572)
Accrued expenses (90,878) 42,973
--------------- --------------
Net cash used in operating activities (1,699,997) (92,387)
Cash flows from investing activities:
Purchases of property and equipment (62,451) -
Increase in intangible assets (2,038) -
Cash paid for acquisitions, net (1,757,481) -
--------------- --------------
Net cash used in investing activities (1,821,970) -
Cash flows from financing activities:
Net change under revolving line of credit agreements 1,617,638 -
Payments of long-term obligations (44,337) -
Proceeds from related party obligation - 50,000
Proceeds from affiliates 52,893 -
--------------- --------------
Net cash provided by financing activities 1,626,194 50,000
--------------- --------------
Net decrease in cash and cash equivalents (1,895,773) (42,387)
Cash and cash equivalents at beginning of period 6,020,129 56,986
--------------- --------------
Cash and cash equivalents at end of period $ 4,124,356 $ 14,599
=============== ==============
Supplemental disclosure of cash flow information:
Cash paid during period for interest $ 234,464 $ -
=============== ==============
Cash paid for income taxes $ - $ -
=============== ==============
Issuance of 217,255 shares of common stock $ 2,199,707 $ -
for the acquisition of Valley =============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
DrugMax.com, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
For the Three Months Ended June 30, 2000 and 1999
NOTE A - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include
the accounts of DrugMax.com, Inc. and its subsidiaries, Discount Rx, Inc.,
Valley Drug Company, Desktop Corporation, and VetMall, Inc. (collectively the
"Company"). All intercompany balances and transactions have been eliminated.
In March 2000 Becan Distributors, Inc., 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 instruction to Form 10-QSB and
Article 10 of Regulation S-X. 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 for the year ended March 31, 2000.
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 provides guidance related to revenue recognition issues
based on interpretations and practices followed by the SEC. Management has
determined that the adoption of SAB101 did not have a material impact on its
June 30, 2000 condensed consolidated financial statements.
NOTE C - ACQUISITIONS
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. 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 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
<PAGE>
less than the threshold amount of $541,827. Therefore, 9,411 of the Holdback
Shares will be 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 $3,557,023 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 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
Fair value of common stock issued 2,199,707
------------
Cash paid for acquisitions $ 1,757,481
============
The unaudited pro forma effect of the Valley acquisition on the
Company's revenues, net loss and net loss per share, had the acquisition
occurred on April 1, 1999 is as follows:
For the Three For the Three
Months Ended Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Revenues $31,633,652 $12,676,946
Net loss 1,486,171 80,580
Basic and diluted net loss per share ($.23) ($.02)
NOTE D - 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 a gross deferred tax asset as of June 30, 2000, which
represents the potential future tax benefit associated with its operating losses
to date. Management has evaluated the available evidence regarding the future
taxable income and other possible sources of realization of deferred tax assets.
A 100 percent valuation has been established by management against the gross
deferred tax asset, as it is more likely than not 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 as a reassessment indicates
that it is more likely than not that the benefits will be realized. The Company
will recognize a deferred tax asset only when such reassessments indicate that
the benefits will be realizable.
<PAGE>
NOTE E - COMMITMENTS AND CONTINGENCIES
In conjunction with the Valley acquisition, the Company agreed to
become an additional guarantor of the outstanding bank indebtedness of Valley.
As of June 30, 2000, Valley maintains a revolving line of credit and a term loan
with National City Bank with a combined outstanding balance of approximately
$6,075,000. The revolving line of credit and term loan are also personally
guaranteed by the former owners of Valley.
NOTE F - SEGMENT INFORMATION
During the three months ended June 30, 2000, the Company operated two
industry segments: wholesale distribution and computer software development. The
Company operated only in the wholesale distribution segment through March 20,
2000. The following table reports financial data that management uses in its
business segment analysis.
There were no inter-segment sales or transfers during the first three
months of fiscal year 2000 or 1999. Operating loss by business segment excludes
interest income, interest expense, and other income and expenses.
Summarized financial information by business segment is as follows:
For the Three For the Three
Months Ended Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Revenue from external customers
Distribution...........................$28,718,856 $ 33,899
Software Development................... 97,797 -
----------- -----------
Total.........................$28,816,653 $ 33,899
=========== ===========
Segment loss from operations
Distribution...........................$ 841,257 $ 82,195
Software Development................... 518,971 -
----------- -----------
Total.........................$ 1,360,228 $ 82,195
=========== ===========
June 30, 2000 March 31, 2000
------------- --------------
Assets
Distribution...........................$ 50,060,809 $38,408,017
Software Development................... 73,097 105,895
------------- -----------
Total.........................$ 50,133,906 $38,513,912
============= ===========
<PAGE>
NOTE G - SUBSEQUENT EVENTS
In July 2000, the Company obtained a loan commitment from Mellon
Business Credit. Terms of the financing arrangement provide for a $15,000,000
asset based line of credit and a $2,000,000 term loan. Repayment terms,
collateral accessibility and interest rates are considered comparable to current
market conditions. The proceeds will be used to satisfy the National City Bank,
Merrill Lynch and First Community Bank indebtedness, and for additional working
capital. As of June 30, 2000, the outstanding principal balances were
approximately $6,075,000, $2,922,000, and $934,000, respectively.
NOTE H - LOSS PER SHARE
Basic and diluted 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.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The following discussion and analysis should be read in conjunction with the
Condensed Consolidated Financial Statements and Notes presented elsewhere in
this Form 10-QSB.
This report contains forward-looking statements, which are not
historical facts and pertain to future operating results of the Company. These
forward-looking statements are within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are
not limited to, statements about our plan, objectives, expectations and
intentions and other statements contained in this report that are not historical
facts. When used in this report, the words "expects," "anticipate," "intends,"
"plans," "believes," "seeks," "estimates," and similar expressions are generally
intended to identify forward-looking statements. These forward-looking
statements are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond our
control. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are
subject to change. Actual results may differ materially from the results
discussed in these forward-looking statements for the reasons, among others,
discussed under the heading "Risk Factors" included in the Company's 2000 Annual
Report on Form 10-KSB40/A filed with the Securities and Exchange Commission,
which is incorporated herein by reference.
Overview
The Company derives its revenues from traditional and online sales of
pharmaceuticals, over-the-counter products, health and beauty care products, and
nutritional supplements. Revenues are recognized as goods are shipped or when
services are provided to the customer, net of discounts, allowances, returns and
credits.
Cost of goods sold is comprised of product and service costs. Selling,
general and administrative costs include various administrative, sales and
marketing and other indirect operating costs.
In March 1999, the Company acquired Nutriceuticals.com Corporation
("Nutriceuticals"), a newly formed corporation which was organized for the
purpose of engaging in the retailing of vitamins, nutritional supplements and
other natural products over the Internet. In November 1999, the Company acquired
Becan Distributors, Inc. ("Becan"), a company engaged in the traditional,
wholesale distribution of pharmaceuticals, over-the-counter drugs, and health
and beauty care products. With the acquisition of Becan, the Company changed its
primary focus from that of an online business-to-consumer retailer of vitamins,
etc., to that of an online business-to-business wholesale distributor of
pharmaceuticals, over-the-counter drugs, health and beauty aids, and nutritional
supplements. In March 2000, the Company acquired Desktop Corporation ("Desktop")
and VetMall, LLC ("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 internet-based consumer pet care product sales distributor. In
April 2000, the Company acquired Valley Drug Company ("Valley"), which is
engaged in traditional, wholesale distribution operations similar to Becan's
operations. The acquisition was accounted for under the purchase method of
accounting. The results of operations of the Company for the three months ended
June 30, 2000 include the results of operations of Valley from April 19, 2000
through June 30, 2000. While the Company's online distribution business is
growing, it continues to operate primarily as a traditional distribution
company.
Just before the acquisition of Nutriceuticals, the Company had no
operations or assets, and whereas Nutriceuticals was a start-up company, the
Company's revenues were nominal and its operations were limited during the
quarter ended June 30, 1999. Becan on the other hand, had net revenues of $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. Additionally, Valley had net
revenues of $50.6 million for its fiscal year ended December 31, 1999. As a
result of the Company's acquisitions and the resulting disparity in assets and
operations from last year to the present, the Company's management believes that
comparisons of the quarterly periods ending June 30, 2000 and 1999 may not be
comparable and should be read in conjunction with the annual report on Form
10KSB/A and subsequent filings on Form 8-K with the Securities and Exchange
Commission.
<PAGE>
Results of Operations
Three Months Ended June 30, 2000 and 1999
Revenues. The Company had revenues of $28,816,653 for the three months
ended June 30, 2000, as compared to $33,899 for the three months ended June 30,
1999. The increase is attributable to the acquisitions of Becan and Discount 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.
Gross Profit. The Company had gross profit of $1,002,962 for the three
months ended June 30, 2000, as comapred to $19,113 for the three months ended
June 30, 1999. The increase is attributable to the acquisitions of Becan and
Discount in November 1999, Desktop and VetMall in March 2000 and Valley in April
2000. Gross margin for the three-month period ended June 30, 2000 was 3.48% as
compared to 56.4% for the same period ended June 30, 1999. The decline in gross
margin is attributable to the variety of product offerings contributing varying
degrees of profit margins from sales generated at Becan, Discount, Desktop,
VetMall and Valley.
Selling, general and administrative expenses. The Company had selling,
general and administrative expenses of $2,363,190 for the three months ended
June 30, 2000, as compared to $101,308 for the three months ended June 30, 1999.
The increase was primarily due to additional advertising and promotional
expenses, increased payroll, and amortization of goodwill associated with the
acquisitions of Becan, Desktop, VetMall and Valley.
Interest expense. Interest expense was $223,956 for the three months
ended June 30, 2000, as compared to $589 for the three months ended June 30,
1999. The increase was a result of borrowings under the Company's credit
facilities for the financing of additional working capital needs associated with
the acquisition of Valley, and to a greater extent, the outstanding debt
associated with Valley.
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.
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, 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 has financed its operations through proceeds received from
a public offering in November 1999. The Company has working capital of
$4,170,868 at June 30, 2000, and cash and cash equivalents of $4,124,356 at June
30, 2000. The Company estimates that it will need the proceeds from its public
offering for on-going Web site development, marketing, promotions, and for
general working capital purposes over the next twelve months.
<PAGE>
Net cash used in operating activities was $1,699,997 for the three
months ended June 30, 2000. The usage of cash is primarily attributable to the
net operating loss as well as an increase in accounts receivable as a result of
increased sales associated with the Becan and Valley acquisitions, an increase
in prepaid expenses and other current assets and decreases in accounts payable
and accrued expenses, partially offset by decreases in inventory and stockholder
notes receivable.
Net cash used in investing activities was $1,821,970 representing
purchases of property and equipment, an increase in intangible assets and cash
paid for the acquisition of Valley.
Net cash provided by financing activities was $1,626,194 representing
the net change in revolving line of credit agreements and an increase in
proceeds from affiliates, partially offset by repayments of long-term
obligations.
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 is approximately $934,000 as of June 30, 2000. Terms of the
agreement provide for interest to be charged at 1% over the rate of interest
(6.3% as of June 30, 2000) paid on the Company's $1,000,000 certificate of
deposit used to collateralize the loan facility. The balance on the line of
credit becomes due on October 1, 2000. Additionally, in March 2000, the Company
entered into a line of credit with Merrill Lynch. The line of credit enables 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). As of
June 30, 2000 the outstanding principal on the note was approximately $2,922,000
and approximately $1,589,000 was available for borrowing. Terms of the agreement
provide for interest to be charged at the rate of 30-day commercial paper, plus
2.5% (9.10% as of June 30, 2000.) The Merrill Lynch line of credit expires
February 28, 2001, and is subject to renewal annually thereafter subject to
approval of Merrill Lynch.
As part of the acquisition of Valley, the Company agreed to become an
additional guarantor of the outstanding bank indebtedness of Valley. As of June
30, 2000, Valley maintains a revolving line of credit and a term loan with
National City Bank with a combined outstanding balance of approximately
$6,075,000.
The Company has obtained from Mellon Business Credit ("Mellon") a
commitment for a new line of credit and a $2,000,000 term loan to refinance the
existing bank indebtedness and to provide additional working capital for the
Company. The new line of credit will enable the Company to borrow a maximum of
$15,000,000, with borrowings limited to 85% of eligible accounts receivable and
65% of inventory. Under the terms of the commitments, the term loan is payable
over a 36 month period with interest at .75% per annum over the base rate, which
is the higher of the Mellon's prime rate or the effective federal fund rate plus
.50% per annum. The revolving credit facility will bear interest at a floating
rate of .25% per annum above the base rate as defined above. The proceeds will
be used to repay First Community Bank of America, Merrill Lynch Financial, and
National City Bank, aggregating approximately $9,931,000 as of June 30, 2000.
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.
<PAGE>
None.
Item 3. - DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
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)
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)
<PAGE>
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)
4.1 See Exhibits 3.1 to 3.7 for provisions of the Articles of Incorporation
and Bylaws of the Company defining rights of holders of the Company's
Common Stock.
4.2 Specimen of Stock Certificate. (8)
10.1 Employment Agreement by and between Nutriceuticals.com Corporation and
Stephen M. Watters dated as of April 1, 1999. (1)
10.2 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 Agreement between DrugMax.com, Inc. and Purchasepro.com, Inc., dated
February 15, 2000. (7)
10.7 Loan and Security Agreement in favor of Merrill Lynch Business
Financial Services, Inc. from the Company dated February 15, 2000. (8)
10.8 Security Agreement in favor of First Community Bank of America from the
Company dated March 17, 2000. (8)
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.
<PAGE>
(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, filed July
14, 2000, File No. 0-24362.
(b) Reports on Form 8-K.
During the three months ended June 30, 2000, the Company filed the
following four (4) reports on Form 8-K.
Form 8-K dated April 6, 2000, with respect to the Company's March 20,
2000 acquisition of Desktop Corporation and VetMall, LLC.
Form 8-K dated April 19, 2000, with respect to the Company's April 19,
2000 acquisition of Valley Drug Company.
Form 8-K/A dated June 29, 2000, with respect to the Company's March 20,
2000 acquisition of Desktop Corporation and VetMall, LLC.
Form 8-K/A dated July 3, 2000, with respect to the Company's April 19,
2000 acquisition of Valley Drug Company.
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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 7, 2000 By /s/ William L. LaGamba
---------------------------
William L. LaGamba
Chief Executive Officer
and Director
Date: August 7, 2000 By: /s/ Ronald J. Patrick
---------------------------
Ronald J. Patrick,
Chief Financial Officer
