--------------------------------------------------------------------------------

                       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): April 26, 2002





                               PlanetRx.com, Inc.
             (Exact name of registrant as specified in its charter)





Delaware                           000-27437                          94-3227733
(State or other jurisdiction      (Commission                      (IRS Employer
 of  incorporation)                File Number)           Identification Number)


    6419 Shelby View Drive, Memphis, Tennessee                          38134
    (Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (901) 379-2310


                                       N/A
          (Former name or former address, if changed since last report)



--------------------------------------------------------------------------------

<PAGE>

Item 5. Other Events

On April 26, 2002, PlanetRx.com,  Inc. issued a press release announcing that it
had entered into a definitive agreement to merge with Paragon Homefunding,  Inc.
A copy of the press release is filed as Exhibit 99 hereto.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits.

     The exhibit  listed in the Exhibit Index  following  the signature  page of
this report is filed as part of this report.


<PAGE>

                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized, on April 30, 2002.


                                    PLANETRX.COM, INC.



                                    By: /s/  Paul E. Risner
                                        -----------------------
                                        Paul E. Risner
                                        Senior Vice President
                                        and General Counsel


<PAGE>

                                  Exhibit Index


Exhibit
Number                         Description of Exhibit
------                         ----------------------

    99        Press release issued by PlanetRx.com, Inc. on April 26, 2002.


<PAGE>

                                                                      EXHIBIT 99

Contact:      Todd Steele
              Vice President of Finance and
              Chief Financial Officer
              (415) 999-6072


                       PLANETRX.COM, INC. AGREES TO MERGE
                         WITH PARAGON HOMEFUNDING, INC.


     MEMPHIS,  Tenn. (April 26, 2002) -- PlanetRx.com,  Inc.  (OTCBB:PLRX) today
announced that it has entered into a definitive  agreement to merge with Paragon
Homefunding,  Inc. Pursuant to the merger, a wholly-owned subsidiary of PlanetRx
will merge with and into Paragon, and PlanetRx will issue shares of common stock
to the Paragon  stockholders  equaling  90% of the total  outstanding  shares of
PlanetRx common stock immediately after the merger. Paragon is a privately held,
development stage company based in Ponte Vedra Beach,  Florida,  that intends to
enter the financial services market through a series of planned acquisitions.

     The merger is expected to close in late May 2002. The  consummation  of the
merger is subject to various  customary  conditions,  including  the  receipt by
PlanetRx  of an  opinion  that the  merger  is fair to its  stockholders  from a
financial point of view. Once the merger is completed, Paragon's management will
assume control of PlanetRx.  As a result of the merger, the current stockholders
of  PlanetRx  will see their  ownership  stake  reduced  from 100% to 10% of the
outstanding  common  stock.  There could be further  dilution  of this  interest
following  the merger in the event that  PlanetRx  issues  additional  shares of
common stock.

     As previously  disclosed,  PlanetRx  closed its online health care store in
March 2001 and shortly  thereafter  began  preparing a plan of  liquidation  and
dissolution.  In an  effort  to  realize  as  much  value  as  possible  for its
stockholders,  PlanetRx has explored and evaluated  various  strategic  options,
including a possible  merger or sale,  while taking steps to monetize its assets
and settle its liabilities in a manner that is consistent with the  consummation
of either a merger or sale or its liquidation and dissolution.  These steps have
included the sale of assets such as  equipment,  inventory,  facilities,  domain
names and other intellectual property; the assignment or negotiated cancellation
of leases, secured obligations and other contracts; the payment or settlement of
other liabilities and obligations;  and the reduction of personnel to only three
key managers.  This process is substantially  complete. As of December 31, 2001,
PlanetRx's  total assets and total  liabilities had been reduced to $477,000 and
$224,000,  respectively.  Pending the merger with Paragon,  PlanetRx  intends to
continue to monetize  its assets and, to the extent  possible,  use the proceeds
from  such  sales  and  available  cash to pay  its  remaining  liabilities  and
obligations.  The few assets remaining to be sold consist  primarily of internet
domain names that are listed for sale on the AllNetCommerce.com website.

     Commenting  on the pending  merger with  Paragon,  Michael  Beindorff,  the
chairman and chief executive  officer of PlanetRx,  said, "Over the last several
months,  we have monetized the assets and reduced the liabilities of PlanetRx in
an orderly,  efficient manner. Now, after extensive deliberation and evaluation,
we have  concluded  that the merger with  Paragon  presents  the best  available
option for preserving the remaining value for PlanetRx's  stockholders.  We hope
that the Paragon merger will bring a brighter  future for PlanetRx as it embarks
on a new and different business path."

     Except for the historical information presented herein, all the disclosures
made in this press release  constitute  "forward-looking  statements" within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act,  as  amended,  and are made  under  the  safe  harbor
provisions  of  the  Private  Securities  Litigation  Reform  Act of  1995.  The
forward-looking   statements   include  those  relating  to  PlanetRx's   goals,
objectives,   plans,  intentions,   and  expectations.   The  inclusion  of  the
forward-looking  statements herein should not be regarded as a representation by
PlanetRx that any such goals, objectives,  plans,  intentions,  and expectations
will be achieved. The forward-looking statements involve risks and uncertainties
that could cause the actual results to differ materially from those described in
the   forward-looking   statements.   There  can  be  no   assurance   that  the
forward-looking statements will prove to be accurate. For instance, there can be
no assurance that (1) the merger with Paragon will be consummated; (2) PlanetRx,
under  different  leadership,  will be able to  execute  its new  business  plan
following the Paragon  merger;  or (3) the value to the current  stockholders of
PlanetRx  will be enhanced by the merger.  Although  PlanetRx  believes that the
assumptions  on  which  the  forward-looking  statements  contained  herein  are
reasonable,  any of those  assumptions  could prove to be  inaccurate  given the
inherent  uncertainties as to the occurrence or non-occurrence of future events.
The  forward-looking  statements  are made as of the date of this press release,
and PlanetRx  assumes no  obligation  to update the  forward-looking  statements
after the date hereof whether as a result of new information or events,  changed
circumstances, or otherwise.

     PlanetRx.com,   Inc.   (www.planetrx.com),   formerly  a  leading  internet
healthcare destination, is headquartered in Memphis, Tennessee.

                                      # # #
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{"company-data": {"conformed-name": "PLANETRX COM", "cik": "0001089979", "assigned-sic": "5961", "irs-number": "943227733", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27437", "film-number": "02627700"}, "business-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080", "phone": "6506161500"}, "mail-address": {"street1": "349 OYSTER POINT BLVD", "street2": "STE 201", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}}
--------------------------------------------------------------------------------

                       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): April 26, 2002

                               PlanetRx.com, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                           000-27437                          94-3227733
(State or other jurisdiction      (Commission                      (IRS Employer
 of  incorporation)                File Number)           Identification Number)

    6419 Shelby View Drive, Memphis, Tennessee                          38134
    (Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (901) 379-2310

                                       N/A
          (Former name or former address, if changed since last report)

--------------------------------------------------------------------------------
Item 5. Other Events

On April 26, 2002, PlanetRx.com,  Inc. issued a press release announcing that it
had entered into a definitive agreement to merge with Paragon Homefunding,  Inc.
A copy of the press release is filed as Exhibit 99 hereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits.

     The exhibit  listed in the Exhibit Index  following  the signature  page of
this report is filed as part of this report.
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized, on April 30, 2002.

                                    PLANETRX.COM, INC.

                                    By: /s/  Paul E. Risner
                                        -----------------------
                                        Paul E. Risner
                                        Senior Vice President
                                        and General Counsel
Exhibit Index

Exhibit
Number                         Description of Exhibit
------                         ----------------------

    99        Press release issued by PlanetRx.com, Inc. on April 26, 2002.
EXHIBIT 99

Contact:      Todd Steele
              Vice President of Finance and
              Chief Financial Officer
              (415) 999-6072

                       PLANETRX.COM, INC. AGREES TO MERGE
                         WITH PARAGON HOMEFUNDING, INC.

     MEMPHIS,  Tenn. (April 26, 2002) -- PlanetRx.com,  Inc.  (OTCBB:PLRX) today
announced that it has entered into a definitive  agreement to merge with Paragon
Homefunding,  Inc. Pursuant to the merger, a wholly-owned subsidiary of PlanetRx
will merge with and into Paragon, and PlanetRx will issue shares of common stock
to the Paragon  stockholders  equaling  90% of the total  outstanding  shares of
PlanetRx common stock immediately after the merger. Paragon is a privately held,
development stage company based in Ponte Vedra Beach,  Florida,  that intends to
enter the financial services market through a series of planned acquisitions.

     The merger is expected to close in late May 2002. The  consummation  of the
merger is subject to various  customary  conditions,  including  the  receipt by
PlanetRx  of an  opinion  that the  merger  is fair to its  stockholders  from a
financial point of view. Once the merger is completed, Paragon's management will
assume control of PlanetRx.  As a result of the merger, the current stockholders
of  PlanetRx  will see their  ownership  stake  reduced  from 100% to 10% of the
outstanding  common  stock.  There could be further  dilution  of this  interest
following  the merger in the event that  PlanetRx  issues  additional  shares of
common stock.

     As previously  disclosed,  PlanetRx  closed its online health care store in
March 2001 and shortly  thereafter  began  preparing a plan of  liquidation  and
dissolution.  In an  effort  to  realize  as  much  value  as  possible  for its
stockholders,  PlanetRx has explored and evaluated  various  strategic  options,
including a possible  merger or sale,  while taking steps to monetize its assets
and settle its liabilities in a manner that is consistent with the  consummation
of either a merger or sale or its liquidation and dissolution.  These steps have
included the sale of assets such as  equipment,  inventory,  facilities,  domain
names and other intellectual property; the assignment or negotiated cancellation
of leases, secured obligations and other contracts; the payment or settlement of
other liabilities and obligations;  and the reduction of personnel to only three
key managers.  This process is substantially  complete. As of December 31, 2001,
PlanetRx's  total assets and total  liabilities had been reduced to $477,000 and
$224,000,  respectively.  Pending the merger with Paragon,  PlanetRx  intends to
continue to monetize  its assets and, to the extent  possible,  use the proceeds
from  such  sales  and  available  cash to pay  its  remaining  liabilities  and
obligations.  The few assets remaining to be sold consist  primarily of internet
domain names that are listed for sale on the AllNetCommerce.com website.

     Commenting  on the pending  merger with  Paragon,  Michael  Beindorff,  the
chairman and chief executive  officer of PlanetRx,  said, "Over the last several
months,  we have monetized the assets and reduced the liabilities of PlanetRx in
an orderly,  efficient manner. Now, after extensive deliberation and evaluation,
we have  concluded  that the merger with  Paragon  presents  the best  available
option for preserving the remaining value for PlanetRx's  stockholders.  We hope
that the Paragon merger will bring a brighter  future for PlanetRx as it embarks
on a new and different business path."

     Except for the historical information presented herein, all the disclosures
made in this press release  constitute  "forward-looking  statements" within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act,  as  amended,  and are made  under  the  safe  harbor
provisions  of  the  Private  Securities  Litigation  Reform  Act of  1995.  The
forward-looking   statements   include  those  relating  to  PlanetRx's   goals,
objectives,   plans,  intentions,   and  expectations.   The  inclusion  of  the
forward-looking  statements herein should not be regarded as a representation by
PlanetRx that any such goals, objectives,  plans,  intentions,  and expectations
will be achieved. The forward-looking statements involve risks and uncertainties
that could cause the actual results to differ materially from those described in
the   forward-looking   statements.   There  can  be  no   assurance   that  the
forward-looking statements will prove to be accurate. For instance, there can be
no assurance that (1) the merger with Paragon will be consummated; (2) PlanetRx,
under  different  leadership,  will be able to  execute  its new  business  plan
following the Paragon  merger;  or (3) the value to the current  stockholders of
PlanetRx  will be enhanced by the merger.  Although  PlanetRx  believes that the
assumptions  on  which  the  forward-looking  statements  contained  herein  are
reasonable,  any of those  assumptions  could prove to be  inaccurate  given the
inherent  uncertainties as to the occurrence or non-occurrence of future events.
The  forward-looking  statements  are made as of the date of this press release,
and PlanetRx  assumes no  obligation  to update the  forward-looking  statements
after the date hereof whether as a result of new information or events,  changed
circumstances, or otherwise.

     PlanetRx.com,   Inc.   (www.planetrx.com),   formerly  a  leading  internet
healthcare destination, is headquartered in Memphis, Tennessee.

                                      # # #