UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 22, 2007

Familymeds Group, Inc.

(Exact name of registrant as specified in its charter)

STATE OF NEVADA	1-15445	34-1755390
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

312 Farmington Avenue

Farmington, CT 06032-1968

(Address of principal executive offices)

Registrant’s telephone number, including area code: (860) 676-1222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

See Item 5.02.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 22, 2007, James A. Bologa was involuntarily terminated in accordance with the Company’s Plan of Complete Liquidation and Dissolution. Mr. Bologa had served as the Company’s Senior Vice President and Chief Financial Officer. As previously disclosed, the Company will pay to Mr. Bologa his severance, in the amount of the sum of one year’s compensation and other benefits, in three equal monthly installments. Mr. Bologa has agreed to assist the Company in executing the Plan of Complete Dissolution and Liquidation and will provide 10 hours of service per week to the Company at no cost until July 1, 2007 and thereafter subject to a consulting agreement to be negotiated at a later time.

The Company expects James E. Searson, the Company’s Chief Operating Officer, will become the Company’s Chief Financial Officer. Mr. Searson has served on the Company’s board of directors since February 24, 2005. Since April 13, 2006, he has served as the Company’s Chief Operating Officer. From May 23, 2005 to April 13, 2006, he served as the Company’s Chief Financial Officer. A certified public accountant, Mr. Searson worked at Ernst & Young from 1975 through 2004, most recently as an audit partner who managed the firm’s office in Hartford, CT.

As previously disclosed, on August 14, 2006, the Company entered into an employment agreement with Mr. Searson. The initial term of Mr. Searson’s agreement terminates on May 2, 2008. The agreement provides for a base salary of $275,000. Upon involuntary termination other than for cause, the Company is required to continue to pay to Mr. Searson one year’s severance equal to the amount of the compensation and other benefits to which he was entitled at the time of termination. Mr. Searson has agreed to assist the Company through the dissolution and liquidation process. The Company expects to terminate Mr. Searson’s employment by the end of the third quarter of 2007 and has agreed to pay his severance, in the amount of the sum of one year’s compensation and other benefits, in three equal monthly installments commencing on June 1, 2007.

Additionally, in accordance with its Plan of Complete Liquidation and Dissolution, the Company expects to involuntarily terminate the remaining members of senior management during the month of June 2007.

In addition, on May 22, 2007, the Company has entered into a standard indemnification agreement with Mr. Searson, along with all of the Company’s other officers and directors, in consideration of their assistance to the Company and willingness to assist as requested during the liquidation process, pursuant to which the Company will indemnify the officers and directors.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

FAMILYMEDS GROUP, INC.

By: /s/Edgardo A. Mercadante

Edgardo A. Mercadante, Chief Executive

Officer, President and Chairman of the

Board

Dated: May 29, 2007