SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 2

Under the Securities Exchange Act of 1934

HEALTHWAREHOUSE.COM, INC.

(Name of Issuer)

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

42227G202

(CUSIP Number)

Lalit Dhadphale

President and Chief Executive Officer

HealthWarehouse.com, Inc.

100 Commerce Boulevard

Cincinnati, Ohio 45140

Tel.: (513) 618-0911

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 8, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only).
		Lalit Dhadphale

(2)	Check the Appropriate Box if a Member of a Group
	(a)  b)               x

(3) SEC Use Only

(4) Source of Funds       PF

(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______

(6) Citizenship or Place of Organization     United States

Number of	(7)	Sole Voting Power	*2,024,083
Shares Bene-
Ficially	(8)	Shared Voting Power
Owned by Each
Reporting	(9)	Sole Dispositive Power	*2,024,083
Person With
	(10)	Shared Dispositive Power

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person
		*2,024,083

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares

(13) Percent of Class Represented by Amount in Row (11)     **19.5%

(14) Type of Reporting Person     IN

* Includes ownership of 1,940,750 outstanding common shares, and 83,333 common shares underlying vested, exercisable options.  Share ownership figures reflect a 20 for 1 reverse stock split of the Issuer’s common stock effective July 16, 2010.

** Percentage calculated on the basis of 10,278,934 shares of common stock issued and outstanding on November 8, 2010, plus 83,333 common shares underlying vested, exercisable options.

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Item 1. Security and Issuer.

(a) Title and Class of Security:   Common Stock, par value $.001 per share.

(b) Issuer:                 HealthWarehouse.com, Inc.

100 Commerce Boulevard

Cincinnati, Ohio 45140

Item 2. Identity and Background.

I. Lalit Dhadphale

2(a) Name:  Lalit Dhadphale.

2(b) Business: HealthWarehouse.com, Inc., 100 Commerce Boulevard, Cincinnati, Ohio 45140.

2(c)(i) Present Principal Employment:  Lalit Dhadphale is the President, Chief Executive Office and a director of the Issuer.

2(c)(ii) Principal Business and Address of Company:  HealthWarehouse.com, Inc., 100 Commerce Boulevard, Cincinnati, Ohio 45140.

2(d) Lalit Dhadphale has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

2(e) Lalit Dhadphale was not, during the past five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

2(f) Lalit Dhadphale is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

The outstanding Issuer shares held by the Reporting Person were acquired in a share exchange transaction which was completed on May 14, 2009 pursuant to which the Reporting Person acquired a controlling interest in the Issuer.

Item 4. Purpose of Transaction.

The purpose of the acquisition of the shares of common stock by the Reporting Person was for investment. The Reporting Person intends to review his holdings with respect to the Issuer on a continuing basis. Depending on the Reporting Person’s evaluation of the Issuer’s business and prospects, and upon future developments (including, but not limited to, market price of the common stock and availability and alternative uses of funds; as well as conditions in the securities markets and general economic and industry conditions), the Reporting Person may acquire additional shares of the Issuer’s common stock; sell all or a portion of his shares, now owned or hereinafter acquired; or maintain his position with respect to the company, and formulate plans or proposals with respect to any such matters.

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Item 5. Interest in Securities of the Issuer.

I. Lalit Dhadphale

(a) Aggregate Number:  2,024,083; Percentage: 19.5%.

(b) Lalit Dhadphale has sole voting and dispositive power over the shares held by him.

(c) None.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the withholding of proxies, except the following.

On November 8, 2010, the Issuer, HealthWarehouse.com, Inc. and its wholly-owned subsidiary Hwareh.com, Inc. (collectively, the “Borrowers”), entered into a Loan and Security Agreement (the “Loan Agreement”) with HWH Lending, LLC, a Delaware limited liability company and Milfam I L.P., a Georgia limited partnership (the “Lenders”).  Under the Loan Agreement, the Borrowers borrowed $1,000,000 from the Lenders on November 8, 2010 (the “Loans”).  The Loans are evidenced by promissory notes.  The Reporting Person, the Issuer and the Lenders entered into a Lock-Up Agreement dated November 8, 2010 (the “Lock-Up Agreement”), which prohibits the Reporting Person from selling, pledging or otherwise disposing of 625,000 shares of the Issuer’s common stock owned by the Reporting Person (the “Restricted Shares”) until the Loans have been repaid in full (the “Transfer Restrictions”).  Certain transfers of the Restricted Shares are excepted from the Transfer Restrictions, including bona fide gifts, transfers to family trusts, and sales or transfers to pay the exercise price of employee stock options. In addition, transfers of the Restricted Shares are excepted from the Transfer Restrictions if the Lenders are notified of the proposed transfer and are given the right to transfer shares owned by the Lenders in the same transaction on an equal basis.  The Lock-Up Agreement terminates when the Loans have been repaid in full. The Lock-Up Agreement replaces and supercedes a prior lock-up agreement dated December 15, 2009 among the Issuer, the Reporting Person, and HWH Lending LLC.

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Item 7. Material to be Filed as Exhibits.

Exhibit 1.          Lock-Up Agreement dated November 8, 2010 among Lalit Dhadphale, HealthWarehouse.com, Inc., HWH Lending, LLC, and Milfam I, L.P.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED:  December 7, 2010

/s/ Lalit Dhadphale

Lalit Dhadphale

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EX-1

EXHIBIT I

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2010 by and between Healthwarehouse,com, Inc., a Delaware corporation (the “Company”), HWH Lending LLC, a Delaware limited liability company (“HWH”), Milfam I L.P., a Georgia limited partnership (“Milfam” and, together with HWH, the “Lenders”), and Lalit Dhadphale (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings set forth in the Loan and Security Agreement by and between the Company, HWAREH.com, Inc. (together, with the Company, the “Borrowers”) and Lenders dated as of the date hereof (“Loan Agreement”).

RECITALS

WHEREAS, Borrower and Lenders are parties to the Loan Agreement, pursuant to which Lenders will make a loan to Borrower, such Advances to be evidenced by Notes;

WHEREAS, Lenders are also entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of the date hereof, pursuant to which Lenders, among other investors, will purchase shares of Series B Preferred Stock (the “Series B Preferred Stock”) of Healhwarehouse.com, Inc.;

WHEREAS, in connection with, and as a condition to closing of, the transactions contemplated by the Loan Agreement and the Securities Purchase Agreement, the parties hereto desire to enter into this Agreement to restrict the trading of the Company Shares (as defined below) held by the Stockholder during the period in which the Notes and shares of Series B Preferred Stock are outstanding.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.    Transfer Restrictions.

(a)  The Stockholder will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Stockholder or any affiliate of the undersigned or any person in privity with the Stockholder or any affiliate of the Stockholder), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (all such actions shall be referred to as a “Transfer”) with respect to 625,000 shares of the Company’s Common Stock (the “Company Shares”) or any securities convertible into or exercisable or exchangeable for Company Shares, or publicly announce an intention to effect any such transaction, for a period ending on the date upon which all of Borrower’s obligations under the Notes have been satisfied and paid in full and are no longer outstanding (the “Lock-up Period”), other than (i) Company Shares disposed of as bona fide gifts, (ii) transfers to any trust for the direct or indirect benefit of Stockholder or Stockholder’s immediate family; provided that it shall be a condition to any such gift or transfer that the transferee/donee agrees to be bound by the terms of this Agreement to the same extent as if the transferee/donee were a party hereto, (iii) the filing or participation in the filing of a registration statement with the Commission in respect of Company Shares or securities convertible into or exercisable or exchangeable for Company Shares under any employee option plan or other employee benefit plan or distribution reinvestment plan, and (iv) the exercise of the option to purchase shares of the Company’s Common Stock granted to Stockholder under the Company’s 2009 Incentive Compensation Plan (the “Option Grants”) pursuant to the cashless exercise provisions set forth in Section 5 of the Option Grant, only to the extent that shares of Common Stock are “sold” in order to pay the exercise price thereunder.  Notwithstanding the foregoing, the Stockholder may Transfer the Company Shares provided that (i) the Stockholder provides the Lenders ten (10) days advance written notice describing the proposed Transfer and (ii) the Lenders would legally be able to sell that number of shares of the Company’s common stock then owned (or issuable upon conversion of shares of Series B Preferred stock) by the Lenders that is equal to the number of Company Shares proposed to be sold by Stockholder in a transaction exempt from the registration requirements of the Securities Exchange Act of 1933, as amended and which would not subject the Lenders to potential liability pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

(b)  The certificates representing Company Shares subject to this Agreement shall, unless and until the Lock-up Period as terminated as to the Company Shares such certificates represent, bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF EXCEPT IN ACCORDANCE WITH THAT CERTAIN LOCK-UP AGREEMENT DATED NOVEMBER 8, 2010.”

(c)  The Company may impose stop-transfer orders to effectuate the Transfer Restrictions.

2.    Termination.  This Agreement shall terminate and be of no further force or effect on the date upon which all of Borrower’s obligations under the Notes have been satisfied and paid in full and are no longer outstanding.

3.    Notices.  All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, by commercial overnight delivery service, by facsimile or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered personally, by overnight delivery service or by facsimile, or if mailed, five days after the date of mailing, addressed to the parties at the addresses set forth herein, or such other address which either party has in writing designated.

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If to Borrower:	Healthwarehouse.com, Inc. 100 Commerce Blvd. Cincinnati, OH 45140 Attention:  Lalit Dhadphale Facsimile:  866-821-3784
If to Lenders:	HWH Lending, LLC c/o Romulus Holdings 2200 Fletcher Ave., 5th Floor Fort Lee, NJ 07024
	Attention:  Gary Singer
	Facsimile: 201-224-2762
If to Stockholder:	Lalit Dhadphale
	c/o Healthwarehouse.com, Inc.

4.    Miscellaneous.

(a)  Successors and Assigns.  Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b)  Amendments and Waivers.  Any term of this Agreement may be amended or waived only with the written consent of the Lender and the Stockholder.

(c)  Severability.  In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the intent of the parties hereto.  The parties shall use their reasonable best efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(d)  Entire Agreement.  This Agreement constitutes the entire agreement among the parties relating to the transactions contemplated hereby and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants relating to the transactions contemplated hereby except as specifically set forth herein or therein.

(e)  Governing Law.  This Agreement shall be governed by, construed in accordance with, and enforced under the internal laws of the State of New York applicable to contracts executed and to be performed solely within such State.

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(f)   Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g) Facsimile Signatures.  This Agreement may be executed and delivered by facsimile and upon such delivery, the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

[remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Lock-Up Agreement as of the date first written above.

HWH LENDING, LLC
By:	/s/ Gary Singer
	Gary Singer
	President
MILFAM I L.P.
By:	/s/ Lloyd Miller
Name:	Lloyd Miller
Title:	Manager
HEALTHWAREHOUSE.COM, INC.
By:	/s/ Patrick E. Delaney
Name:	Patrick E. Delaney
Title:	CFO
STOCKHOLDER
By:	/s/ Lalit Dhadphale
	Lalit Dhadphale

[SIGNATURE PAGE TO LOCK-UP AGREEMENT]