SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Beaumariage James S

(Last)

(First)

(Middle)

14 DOVER CIRCLE

(Street)

FRANKLIN

02038

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/22/2005

3. Issuer Name and Ticker or Trading Symbol
DRUGMAX INC [ DMAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP OperationsFamilymeds,Inc

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽¹⁾	09/27/2015	Common Stock	125,000	$1.2	D
Stock Option	⁽²⁾	⁽³⁾	Common Stock	143,314	$0.5695	D

Explanation of Responses:

1. Two-thirds of these options vest on 9/27/2006 and the remaining one-third vest on 9/27/2007.

2. These options are fully vested but may only be exercised upon the earliest of (a) January 4, 2006; (b) the date holder's employment with the Company is terminated other than because of holder's conviction for fraud, misappropriation, or embezzlement; (c) the date holder's employment is terminated by holder for Good Reason (as defined in the option agreement) or terminates as a result of holder's death or disability; or (d) a change in control. If holder's employment is terminated by the participant (other than for Good Reason) prior to January 4, 2006, the options shall become exercisable upon the earlier of the date the Company satisfies the Net Sales Target (as defined in the option agreement) or the date of holder's death if death occurs prior to the date the 2005 financial statements of the Company are certified by the Company's independent accountants.

3. These options shall terminate upon the earliest of (a) the date prior to January 4, 2006 that holder's employment is terminated because of holder's final conviction for fraud, misappropriation, or embezzlement; (b) the date the 2005 audited financial statements of the Company are certified by the Company's independent accountants if (x) prior to January 4, 2006, holder's employment was terminated voluntarily by the Participant (other than for Good Reason), (y) the Net Sales Target was not achieved and (z) holder has not died; or (c) the tenth anniversary of the date of the grant.

	Julio C. Esquivel, as Attorney-in-Fact for James S. Beaumariage	11/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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