Amexdrug (AXRX) 10-Q 2013 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________  to____________

Commission file number 0-7473

Amexdrug Corporation

(Exact name of registrant as specified in its charter)

NEVADA	95-2251025
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer identification No.)

7251 Condor Street

Commerce, California 90040

(Address of principal executive offices) (Zip code)

Registrant's telephone number: (323) 725-3100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.  Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]  No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer   [  ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 12, 2013, there were 169,409,620 shares of the issuer’s common stock issued and outstanding, including 302,440 shares held as treasury shares.

AMEXDRUG CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

	Page
Item 1.   Financial Statements (Unaudited)	3
Consolidated Balance Sheets — As of June 30, 2013 (Unaudited) and December 31, 2012 (Audited)	5
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012 (Unaudited)	6
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (Unaudited)	7
Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.   Management’s Discussion and Analysis of Financial Condition and  Results of Operations	10
Item 3.   Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.   Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1.   Legal Proceedings	16
Item 1A. Risk Factors	17
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.   Defaults Upon Senior Securities	17
Item 4.   Mine Safety Disclosures	17
Item 5.   Other Information	17
Item 6.   Exhibits	18

2

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

The consolidated balance sheets of Amexdrug Corporation, a Nevada corporation, and subsidiaries as of June 30, 2013 (unaudited) and December 31, 2012 (audited), the related unaudited consolidated statements of operations for the three and six month periods ended June 30, 2013 and June 30, 2012, the related unaudited consolidated statements of cash flows for the six month periods ended June 30, 2013 and June 30, 2012, and the notes to the unaudited consolidated financial statements follow.  The consolidated financial statements have been prepared by Amexdrug’s management, and are condensed; therefore they do not include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations and cash flows, in conformity with accounting principles generally accepted in the United States of America, and should be read in conjunction with the annual consolidated financial statements included in Amexdrug’s annual report on Form 10-K for the year ended December 31, 2012.

The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results of operations and financial position of Amexdrug Corporation consolidated with BioRx Pharmaceuticals, Inc., Allied Med, Inc., and Dermagen, Inc., its wholly owned subsidiaries, and all such adjustments are of a normal recurring nature.  The names “Amexdrug”, “we”, “our” and “us” used in this report refer to Amexdrug Corporation.

Operating results for the quarter ended June 30, 2013, are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

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AMEXDRUG CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets – June 30, 2013 (Unaudited) and December 31, 2012 (Audited)	5
Consolidated Statements of Operations (Unaudited) for the Three and  Six Months Ended June 30, 2013 and 2012	6
Consolidated Statements of Cash Flows (Unaudited) for the Six Months  Ended June 30, 2013 and 2012	7
Notes to Consolidated Financial Statements	8

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AMEXDRUG CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	162,565		$	415,962
Investment		5,444			5,991
Accounts receivable, net of allowance of $4,584 and $7,833, respectively		724,307			558,569
Prepaid corporate taxes		77,605			77,605
Inventory		798,429			800,936
Other asset		11,829			11,002
Total Current Assets		1,780,179			1,870,065
Property and Equipment, at cost
Office and computer equipment		700,735			698,339
Leasehold improvements		15,700			15,700
		716,435			714,039
Less accumulated depreciation		(260,198	)		(224,935	)
Net Property and Equipment		456,237			489,104
Other Assets
Deposits		29,862			29,862
Intangibles
Customer base, net of accumulated amortization of $18,259		-			-
Trademark, net of accumulated amortization of $1,085and $1,002, respectively		565			648
Goodwill		17,765			17,765
Total Other Assets		48,192			48,275
Total Assets	$	2,284,608		$	2,407,444
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable	$	472,217		$	697,339
Accrued liabilities		11,192			8,780
Deferred operating lease liability		9,594			14,590
Deferred tax liability		54,900			57,300
Corporate tax payable		117,357			-
Notes payable related parties		108,023			108,023
Business lines of credit		141,680			697,842
Loan payable		350,000			-
Promissory note, current portion		58,370			58,370
Total Current Liabilities		1,323,333			1,642,244
Long Term Liabilities
Promissory note		303,042			335,550
Total Long Term Liabilities		303,042			335,550
Total Liabilities		1,626,375			1,977,794
Shareholders' Equity
Common stock, $0.001 par value; 1,000,000,000 authorized common shares 69,409,620 shares issued and outstanding		169,410			169,410
Additional paid in capital		(77,594	)		(77,594	)
Treasury stock		(16,568	)		(14,933	)
Retained earnings		582,985			352,767
Total Shareholders' Equity		658,233			429,650
Total Liabilities and Shareholders' Equity	$	2,284,608		$	2,407,444

The accompanying notes are an integral part of these consolidated financial statements

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AMEXDRUG CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Sales	$	2,153,617		$	2,314,704		$	4,514,527		$	4,495,693
Cost of Goods Sold		1,796,853			2,058,776			3,639,019			3,879,127
Gross Profit		356,764			255,928			875,508			616,566
Operating Expenses
Selling, general and administrative expense		231,987			192,910			475,191			381,683
Total Operating Expenses		231,987			192,910			475,191			381,683
Income  before depreciation expense		124,777			63,018			400,317			234,883
Depreciation and amortization expense		17,662			2,518			35,345			4,989
Income before Other Income/(Expenses)		107,115			60,500			364,972			229,894
Other Income/(Expenses)
Interest and other income		1			1			3			3
Unrealized gain/(loss)		522			(1,286	)		1,140			130
Interest expense		(12,526	)		(5,851	)		(20,940	)		(11,224	)
Total Other Income/(Expenses)		(12,003	)		(7,136	)		(19,797	)		(11,091	)
Income before Provision for Income Taxes		95,112			53,364			345,175			218,803
Income tax expense		(37,237	)		(11,033	)		(114,957	)		(72,385	)
Net Income	$	57,875		$	42,331		$	230,218		$	146,418
BASIC AND DILUTED INCOME PER SHARE	$	0.00		$	0.00		$	0.00		$	0.00
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED		169,409,620			169,409,620			169,409,620			169,409,620

The accompanying notes are an integral part of these consolidated financial statements

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AMEXDRUG CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30, 2013			June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	230,218			146,418
Adjustment to reconcile net income to net cash used in operating activities
Depreciation and amortization		35,345			4,989
Unrealized (gain)/loss on investment		(1,140	)		(130	)
Allowance for doubtful accounts		(3,249	)		-
Change in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable		(162,489	)		53,805
Inventory		2,507			(347,577	)
Prepaid expenses		-			5,308
Deferred tax asset		-			5,400
Other assets		(827	)		-
Increase (Decrease) in:
Accounts payable and accrued liabilities		(222,709	)		(29,298	)
Deferred operating lease liability		(4,996	)		1,054
Deferred tax liability		(2,400	)		-
Corporate income tax payable		117,357			61,677
NET CASH USED IN OPERATING ACTIVITIES		(12,383	)		(98,354	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments		1,687			-
Proceeds from the sale of investment		-			(2,015	)
Purchase of fixed assets		(2,396	)		-
NET CASH USED BY INVESTING ACTIVITIES		(709	)		(2,015	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on related party loans		-			(1,671	)
Purchase of treasury stock		(1,635	)		(961	)
Proceeds from loan payable		350,000			-
Payments on promissory note		(32,508	)		-
Proceeds from credit line		(556,162	)		(383,090	)
NET CASH USED BY FINANCING ACTIVITIES		(240,305	)		(385,722	)
NET DECREASE IN CASH		(253,397	)		(486,091	)
CASH, BEGINNING OF PERIOD		415,962			589,472
CASH, END OF PERIOD	$	162,565		$	103,381
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	6,626		$	5,840
Income taxes	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

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AMEXDRUG CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

JUNE 30, 2013

1.     BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 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 normal recurring adjustments considered necessary for a fair presentation have been included.  Operating results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.  For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2012.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Amexdrug Corporation is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Income per Share Calculations

Income per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted income per share is the same as the basic income per share for the six months ended June 30, 2013, because there are no outstanding dilutive instruments.

3.     CAPITAL STOCK

At June 30, 2013, the Company’s authorized stock consisted of 1,000,000,000 shares of common stock, with a par value of $0.001.

During the six months ended June 30, 2013, the Company issued no shares of common stock.

4.     INCOME TAXES

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011.

The Company accounts for uncertainty in tax positions by recognition in the financial statements.

The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

5.     BUSINESS SEGMENT INFORMATION

Beginning in 2005, the Company has operations in two segments of its business, namely: Distribution and Health and Beauty Products. Distribution consists of the wholesale pharmaceutical distribution and resale of brand and generic pharmaceutical products, over-the-counter drugs and non-drug products and health and beauty products. Health and Beauty Products consist of the manufacture and distribution of primarily health and beauty products.

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5.     BUSINESS SEGMENT INFORMATION (Continued)

The following tables describe information regarding the operations and assets of these reportable business segments:

			Health and
			Beauty
	Distributions		Products		Total
For the period ended June 30, 2013
Sales to external customers	$	3,075,222	$	1,439,305	$	4,514,527
Depreciation and amortization		2,560		32,785		35,345
Segment income (loss) before taxes		31,407		313,768		345,175
Segment assets		849,950		1,434,658		2,284,608
For the period ended June 30, 2012
Sales to external customers	$	3,623,318	$	872,375	$	4,495,693
Depreciation and amortization		1,694		3,295		4,989
Segment income (loss) before taxes		69,946		148,857		218,803
Segment assets		652,058		740,572		1,392,630

6.     SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no subsequent events to be reported.

7.     COMMITMENTS AND CONTINGENCIES

Commitments

Operating Leases

The Company's principal executive offices and its warehouse and distribution operations moved to 7251 Condor Street, Commerce California in March 2011.  The Company leases 27,500 square feet at a rental rate of $8,800 per month.  The lease of the facility expires in 2014.

Legal Contingency

On March 19, 2013, the Company received notice of a claim filed by a vendor requesting an additional payment of $38,264 for a piece of equipment that was purchased by the Company. The Company has a counter claim filed against the vendor for misrepresentation about the performance of the piece of equipment purchased. The Company has retained counsel to aggressively defend the matter.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Amexdrug Corporation is located at 7251 Condor Street, Commerce, California 90040.  Its phone number is (323) 725-3100.  Its fax number is (323) 725-3133. Its website is www.amexdrug.com.  Shares of Amexdrug common stock are traded on the OTC Bulletin Board under the symbol AXRX.OB.  The President of Amexdrug has had experience working in the pharmaceutical industry for the past 30 years.

Amexdrug Corporation, through its wholly-owned subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care, Inc., is a pharmaceutical and cosmeceutical company specializing in the research and development, manufacturing and distribution of pharmaceutical drugs, cosmetics and distribution of prescription and over-the-counter drugs, private manufacturing and labeling and a quality control laboratory. At Amexdrug Corporation, it is our anticipation to give our clientele the opportunity to purchase cost effective products while attempting to maximize the return of investments to our shareholders.

Amexdrug Corporation distributes its products through its subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care, Inc. primarily to independent pharmacies and secondarily to small-sized pharmacy chains, alternative care facilities and other wholesalers and retailers in the state of California.

BioRx Pharmaceuticals, Inc. is a proud member of the National Association of Chain Drug Stores (NACDS). BioRx Pharmaceuticals, Inc. has developed fourteen unique innovative products in the industry under the name Sponix.

Our team of professionals fully pledges the effectiveness of our distinct products.

At this time, we have certain distribution channels with suppliers and customers whom we know and trust, such as Amazon, and hundreds of independent pharmacies. Of the estimated 100,000 retailers (drug stores and food mass), our goal is to have 20,000 stores carry our products in 2013.

References in this report to "we," "our," "us," the "company" and "Amexdrug" refer to Amexdrug Corporation and also to our subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care.

Amexdrug currently has 1,000,000,000 shares of authorized common stock $.001 par value, of which 169,409,620 are issued and outstanding as of June 30, 2013, including 302,440 shares held as treasury shares.

.

Forward Stock Split and Increase in Authorized Shares

 The Company’s Board of Directors approved a 20 to 1 forward stock split and an increase in the number of authorized shares of the Company’s common stock from 50,000,000 shares to 1,000,000,000 shares.  The par value remains at $0.001.  Both of these actions were approved pursuant to Section 78.209 of the Nevada Revised Statutes, and became effective on December 3, 2012.  After giving effect to the 20 to 1 forward stock split, the number of outstanding shares of the Company’s common stock increased from 8,470,481 pre-split shares to 169,409,620 post-split shares outstanding, as each outstanding share of the Company’s common stock became 20 shares as a result of the forward stock split.  The effects of the 20 to 1 forward stock split have been applied to the Company’s financial statements included in this report as though the forward stock split had already occurred.  The effects of the 20 to 1 forward stock split have also been applied to any share amounts and price per share amounts appearing in this report.

BioRx Pharmaceuticals

On November 8, 2004, Amexdrug formed a new subsidiary, BioRx Pharmaceuticals, Inc. as a Nevada corporation.   BioRx Pharmaceutical, Inc. sells pharmacy and laboratory supplies nationwide. BioRx Pharmaceuticals, Inc. is also committed to offer skin care and over the counter (OTC) products that are recommended with trust and faith by physicians, primarily podiatrists and dermatologists.  The focus and mission of BioRx Pharmaceuticals, Inc. is to create, develop and manufacture products to help ease pain and restore and maintain the overall well-being of our customers.  We strive for high performance and quality.  Our commitment is to offer natural and OTC products that are recommended with confidence by doctors and pharmacists and that the customer can use with pleasure.  Our compliance program is diligently followed through the Company. BioRx Pharmaceuticals, Inc. maintains high ethics for animal welfare and our products are never tested on animals.  All products are made in the USA.

10

A total of fourteen innovative health and wellness products have been manufactured for sale by BioRx Pharmaceuticals, Inc. These over-the-counter and natural products are effective for treatment of fungus, arthritis, sunburn protection and for healthy feet and nails. BioRx Pharmaceuticals is planning to sell these products to national chain drugstores, sport chain stores, natural food markets and other mass markets. These products are being marketed under the name of Sponix, and are being sold under the name of BioRx Pharmaceuticals.

Allied Med, Inc.

On December 31, 2001, Amexdrug acquired all of the issued and outstanding common shares of Allied Med, Inc., an Oregon corporation, in a share exchange in a related party transaction.

Allied Med, Inc., was formed as an Oregon corporation in October 1997 to operate in the pharmaceutical wholesale business of selling a full line of brand name and generic pharmaceutical products, over-the-counter (OTC) drug and non-drug products and health and beauty products to independent and chain pharmacies, alternative care facilities and other wholesalers. At Allied Med our sincere interest is our customers' needs. Our competitive discount pricing allows our customers an advantage.

Amexdrug assumed the operations of Allied Med, and Amexdrug has been building on the wholesale pharmaceutical operations of Allied Med.

The accompanying financial information includes the operations of Allied Med for all periods presented and the operations of Amexdrug Corporation from April 25, 2000.

Dermagen, Inc.

Amexdrug completed its purchase of Dermagen, Inc. on October 7, 2005.  Dermagen, Inc. is now an operating subsidiary of Amexdrug.  The acquisition of Dermagen, Inc. is not considered to be an acquisition of an significant amount of assets which would require audited financial statements of Dermagen, Inc.

Dermagen, Inc. is a growing manufacturing company specializing in the manufacturing and distribution of certain pharmaceuticals,and health and beauty products.  Dermagen, Inc. has a U.S.-FDA registered and state FDA approved manufacturing facility licensed to develop high margin skin and novel health and beauty products for niche markets.  Dermagen’s competitive advantage is in its excellent product research and development.

Royal Health Care Company

In October 2003, Allied Med, Inc. acquired 100% of the assets of Royal Health Care Company.  Royal Health Care Company is a health and beauty company which has sold specially manufactured facial and body creams, arthritic pain relief medications and an exclusive patented hair care product to pharmacies, beauty salons, beauty supply stores and other fine shops. Royal Health Care Company uses the highest quality ingredients for the finest quality products. Each product has been formulated with the essential ingredients and plant extracts to achieve optimum potential and quality.  Royal Health Care Company products are manufactured by Dermagen, Inc. in an FDA approved manufacturing facility.

The Royal Health Care Company assets acquired include the “Royal Health Care Company” name, logo, and related trademarks, all formulas to products manufactured for sale under the Royal Health Care Company name, and the Royal Health Care Company list of customers.  These intellectual property rights were acquired without cost from a company in which Jack Amin’s wife is a principal shareholder.  Mr. Amin is the CEO and Chairman of Amexdrug Corporation and Allied Med, Inc.  Management believes this acquisition will provide the Company with an opportunity to increase the number of products sold by the Company, and expand the Company’s customer base.

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On October 28, 2004, Amexdrug formed a new subsidiary, Royal Health Care, Inc. as a Nevada corporation.  Royal Health Care, Inc. was formed to manufacture and sell health and beauty products.

Lease Agreements

The Company's principal executive offices and its warehouse and distribution operations moved to 7251 Condor Street, Commerce California in March 2011.  The Company leases 27,500 square feet at this location.  The rental amount increased from $7,700 per month to $8,800 per month effective March 1, 2013.  Approximately 2,500 square feet of the premises is used for executive offices, and the balance of the premises is used for warehouse and distribution operations.  The lease is for a period of three years which commenced on March 1, 2011 and terminates on February 28, 2014.  The Company has the option to extend the lease for two additional three year periods.  If the Company exercises the first option to extend, the rental rate would increase to $9,900 per month effective March 1, 2014, $11,000 per month effective March 1, 2015 and $11,550 per month effective March 1, 2016. If the Company exercises the second option to extend, the rental rate would be adjusted to a fair market rental value as may be agreed to by the parties or as may be determined by an appraiser or arbitrator as provided in the Option to Extend Addendum. Payment of the lease has been personally guaranteed by Jack Amin and his wife, Nora Amin.  The Company believes this space will be sufficient for at least the next twelve months.

The Company’s Dermagen, Inc. manufacturing operations are currently located at 2500 East Fender Avenue, Units I&J, Fullerton, California, which is leased under one lease agreement dated March 1, 2011.  The Company leases approximately 3,520 square feet at a rental rate of $2,464 per month.  The lease was initially for a period of one year which commenced on March 1, 2011.  In early 2012, and again in early 2013, the parties executed Amendments to extend the lease term for one year.  The lease will now expire on February 28, 2014.  Payment of the lease has been personally guaranteed by Jack Amin. The Company believes this space will be sufficient for at least the next twelve months.

The Company believes that the various facilities covered by the leases described above will be sufficient for at least the next twelve months.

Bank Line of Credit

The Company received a line of credit from Wells Fargo Bank for $70,000. The interest rate is prime plus 4% per annum payable every month.

Promissory Notes

On June 9, 2013, the Company renewed a line of credit promissory note with the National Bank of California.  The Change in Terms Agreement decreased the maximum loan amount from $700,000 to $350,000 or 80% of the eligible accounts, whichever is less.  The maturity date was extended to June 9, 2014.  The loan has an interest rate of 2.5% over the index per annum payable every month. It is secured with the assets of the Company and its subsidiaries, and it is personally guaranteed by Jack Amin and his wife, Nora Amin.

Also on June 9, 2013, the Company entered into a promissory note with the National Bank of California for a loan in the amount of $350,000, with a variable interest rate which is the Prime Rate as published in the West Coast Edition of The Wall Street Journal (which was 3.25% per annum at the time the loan was made) plus 2.25%.  The interest rate shall not be less than 5.5% per annum).  The loan is payable upon lender’s demand.  If no demand is made, the loan is payable in 60 monthly payments of $6,698.49 each.  The final payment due June 9, 2018 will include all remaining principal and all accrued interest not yet paid.  The loan is personally guaranteed by Jack Amin and his wife, Nora Amin.  It is secured by substantially all of the assets of the Company and its subsidiaries.

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The Company also has a third loan with the National Bank of California.  On July 30, 2012, the Company entered into a promissory note with the National Bank of California for the purchase of equipment in the amount of $393,920, with an interest rate of 4.5% per annum.  The loan is secured by the equipment that was purchased. The loan provides for the first three (3) monthly consecutive interest payments which began August 30, 2012 calculated on the unpaid principal balance, to be followed by fifty-nine (59) monthly consecutive principal and interest payments of $5,488 each, which began on November 30, 2012. The final payment of principal and interest of $131,093 is due on October 30, 2017, the note’s maturity date.

Loan with Nora Amin

The Company borrowed $109,202 from the President’s wife, Nora Amin, to facilitate the purchase of Dermagen and to cover operating expenses. The balance of $108,023 is payable on demand and carries an annual interest rate of 8%, payable every 6 months.  The Company’s loan agreement with Nora Amin is verbal.

Written Agreements

The Company does not have written contracts with its major suppliers or buyers.  Copies of the Company’s written lease agreements and written loan agreements have been filed as exhibits to certain of its quarterly and annual reports.  See the Exhibit Index for a description of these agreements and for information on where copies can be located.

Business Segments

Since 2005, Amexdrug has had operations in two segments of its business, namely:  Distribution and Health and Beauty Products.  Distribution consists of the wholesale pharmaceutical distribution and resale of brand and generic pharmaceutical products, over-the-counter drugs and non-drug products and health and beauty products.  Health and Beauty Products consist of the manufacture and distribution of primarily health and beauty products. Manufacturing includes expertise in research and development for health care industry products, including pharmacy supplies.

Results of Operations

For the Three Months Ended June 30, 2013

Revenues

For the three months ended June 30, 2013, Amexdrug reported sales of $2,153,617, comprised of $1,356,791 of sales from the Company’s pharmaceutical wholesale business of selling brand name and generic pharmaceutical products and over the counter(OTC) health and beauty products, and $796,825 of sales of health and beauty products manufactured by the Company.  This is $161,087less than the $2,314,704 of sales reported for the three months ended June 30, 2012, which was comprised primarily of $1,835,243 sales from the Company’s pharmaceutical wholesale distribution business of selling brand name and generic pharmaceutical products and over the counter (OTC) health and beauty products, and $479,460 of sales of health and beauty products manufactured by the Company.  During the three month period ended June 30, 2013, Amexdrug experienced a decrease in total sales due, in part, to declining sales of some brand name drugs which became generically available.

Costs of Goods Sold

Cost of goods sold for the three months ended June 30, 2013 was $1,796,853, a decrease of $261,923from the $2,058,776 cost of goods sold for the three months ended June 30, 2012.

Gross Profit

During the three months ended June 30, 2013 gross profit increased by $100,836to $356,764 or 16.6%of sales, from the $255,928, or 11.1% of sales recorded for the three months ended June 30, 2012.  The change in gross profit margin is largely attributable to a larger percentage of sales of higher gross profit margin products sold in 2013.

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Expenses

Total operating expenses for the three months ended June 30, 2013, consisting entirely of selling, general and administrative expenses, were $231,987, an increase of $39,077 from the total operating expenses of $192,910 recorded for the three months ended June 30, 2012.  The increase in selling, general and administrative expense is primarily attributed to increased marketing expenses.

Net Income

During the three months ended June 30, 2013, Amexdrug earned net income of $57,875, an increase of $15,744 from the net income of $42,331 earned in the three months ended June 30, 2012.  Amexdrug’s increase in net income during the three month period ended June 30, 2013 is attributable largely to the larger gross profit generated in the later period and to a larger percentage of sales of higher gross margin products sold in the later period.

For the Six Months Ended June 30, 2013

Revenues

For the six months ended June 30, 2013, Amexdrug reported sales of $4,514,527, comprised of $3,075,222 of sales from the Company’s pharmaceutical wholesale business of selling brand name and generic pharmaceutical products and over the counter (OTC) health and beauty products, and $1,439,305 of sales of health and beauty products manufactured by the Company.  This is $18,834more than the $4,495,693 of sales reported for the six months ended June 30, 2012 which was comprised primarily of $3,623,318 of sales from the Company’s pharmaceutical wholesale distribution business of selling brand name and generic pharmaceutical products and over the counter (OTC) health and beauty products, and $872,375 of sales of health and beauty products manufactured by the Company.  During the six month period ended June 30, 2013, Amexdrug experienced slight increase in total sales due, in part, to increased marketing efforts.

Costs of Goods Sold

Cost of goods sold for the six months ended June 30, 2013 was $3,639,019, a decrease of $240,108from the $3,879,127 cost of goods sold for the six months ended June 30, 2012.

Gross Profit

During the six months ended June 30, 2013 gross profit increased by $258,942 to $875,508, or 19.4%of sales, from the $616,566, or 13.7% of sales recorded for the six months ended June 30, 2012.  The change in gross profit margin is largely attributable to a larger percentage of sales of higher gross margin products sold in the first six months of 2013.

Expenses

Total operating expenses for the six months ended June 30, 2013, consisting entirely of selling, general and administrative expense, were $475,191, an increase of $93,508 from the total operating expenses of $381,683 recorded for the six months ended June 30, 2012.  The increase in selling, general and administrative expense is primarily attributed to increased marketing expenses.

Net Income

During the six months ended June 30, 2013, Amexdrug earned net income of $230,218, an increase of $83,800 from the net income of $146,418 experienced in the six months ended June 30, 2012.  Amexdrug's increase in net income during the six month period ended June 30, 2013, is attributable largely to the larger gross profit generated in the later period partially offset by the increase in operating expenses in the later period.

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Liquidity and Capital Resources – June 30, 2013

As of June 30, 2013, Amexdrug reported total current assets of $1,780,179, comprised of cash of $162,565, accounts receivable of $724,307, inventory of $798,429, prepaid corporate taxes of $77,605, other asset of $11,829, and an investment of $5,444. Total assets as of June 30, 2013 were $2,284,608 which included total current assets, plus net property and equipment of $456,237, deposits of $29,862, Trademark of $565, and goodwill of $17,765.

Amexdrug’s liabilities as of June 30, 2013 consisted of accounts payable of $472,217, loan payable of $350,000, notes payables to related parties of $108,023, business lines of credit of $141,680, corporate tax payable of $117,357, accrued liabilities of $11,192, corporate tax payable of $54,900, promissory note, current portion of $58,370, and deferred operating lease liability of $9,594.

During the six months ended June 30, 2013, Amexdrug used $12,383 cash in operating activities compared to $98,354 cash used in operating activities in the six months ended June 30, 2012.  The primary adjustments to reconcile net income to net cash used in operating activities during the six months ended June 30, 2012 were as follows:  an increase in accounts receivable of $162,489, a decrease in accounts payable and accrued liabilities of $222,709, an increase in corporate income tax payable of $117,357, and depreciation and amortization of $35,345.  Amexdrug had $162,565in cash and cash equivalents at June 30, 2013.  Operations have primarily been funded through cash generated from operations and an increase in the credit line balance when needed.  Management does not anticipate that Amexdrug will need to seek additional financing during the next twelve months.

Stock Repurchases

Between approximately June 2007 and June 30, 2013, Amexdrug repurchased a total of 302,440 post-split shares of its common stock at prices ranging from a low of $0.01 per share to a high of $0.15 per share. These shares are held by Amexdrug as treasury shares. Amexdrug anticipates that it may make additional small purchases of its shares throughout the remainder of 2013.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Capital Expenditures

The Company expended $0 and $0 on capital expenditures during the three month periods ended June 30, 2013 and 2012, respectively.  The Company has no current plans for any significant capital expenditures.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities.  The actual results may differ from these estimates under different assumptions or conditions.

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Forward-looking statements

This document includes various forward-looking statements with respect to future operations of Amexdrug that are subject to risks and uncertainties.  Forward-looking statements include information concerning expectations of future results of operations and such statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates” or similar expressions.  For those statements, Amexdrug claims the protection of the safe harbor for forward-looking statements contained in the Private Litigation Reform Act of 1995.  Actual results may vary materially.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

A “smaller reporting company” (as defined by Item 10 of the Regulation S-K) is not required to provide the information required by this Item.

Item 4.    Controls and Procedures.

Under the supervision and with the participation of management, our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as of June 30, 2013.  Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding required disclosure.

During the last fiscal quarter ended June 30, 2013, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-Q REPORT REFLECT MANAGEMENT’S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS AND UNCERTAINTIES.  ACTUAL RESULTS MAY VARY MATERIALLY.

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.

Amexdrug’s subsidiary, Allied Med, Inc., is  presently a party to a legal proceeding.. On March 19, 2013, Allied Med, Inc. (“Allied”) was named in a Complaint in the Court of Common Pleas in Hamilton County, Ohio (case no. A 1301927).  Nilpeter USA, Inc. (“plaintiff”) alleges that Allied Med, Inc. failed to fully pay for a mechanical press sold by Plaintiff to Allied.  Relief sought by Plaintiff is for $38,263.90, plus interest.  Allied Med, Inc. has a counter claim filed against the Plaintiff for misrepresentation about the performance of the piece of equipment purchased. Allied Med, Inc. has retained counsel to aggressively defend the matter.

To the best of Amexdrug’s knowledge, no governmental authority is contemplating the filing of any material legal proceeding against Amexdrug.

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Item 1A.  Risk Factors.

A “smaller reporting company” (as defined by Item 10 of the Regulation S-K) is not required to provide the information required by this Item.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

                During the three month period ended June 30, 2013, the Company did not issue any shares of its unregistered common stock.  For a description of any sales of shares of the Company’s unregistered stock made in the past three years, please refer to the Company’s Annual Reports Form 10-K, and the Company’s Quarterly Reports on Form Form 10-Q filed since December 31, 2009.

Item 3.     Defaults Upon Senior Securities.

                 None; not applicable.

Item 4.     Mine Safety Disclosures.

                 None; not applicable.

Item 5.      Other Information.

 On June 26, 2013, the Company filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its shares of common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  As a result of this filing, the Company’s obligation to file certain reports with the SEC, including annual, quarterly and current reports on Form 10-K, Form10-Q and Form 8-K, respectively, terminate upon the effectiveness of the deregistration, which is expected to occur 90 days after the filing of the Form 15.

As a result of filing the Form 15, the Company anticipates that its shares of common stock will no longer be quoted on the OTC Bulletin Board but instead will be quoted on the OTC Pink Market under the ticker symbol “AXRX”.  However, the Company cannot guarantee that trading in its common stock will continue in the OTC Pink Market or in any other forum.

After considering the advantages and disadvantages, management believes that in light of the Company’s size and market capitalization, deregistration of the Company’s securities will generate substantial cost savings and will allow greater management focus on the Company’s business.  Even though the Company will no longer be required to file reports under the Exchange Act, the Company’s still intends to release financial results, and possibly issue press releases from time to time for the benefit of the Company’s shareholders.

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Item 6.   Exhibits.

          (a) Exhibits.

The following exhibits are filed as part of this report.

EXHIBIT INDEX

Exhibit Number	Description	Location
2.1	Agreement and Plan of Merger (to change domicile from California)	1
2.2	Agreement and Plan of Reorganization	2
3.1	Articles of Incorporation	3
3.2	By-Laws	3
3.3	Certificate of Change Pursuant to N.R.S. Sec. 78.209	9
10.1	Promissory Note with National Bank of California dated June 23, 2008 (Line of Credit)	5
10.2	Change in Terms Agreement with National Bank of California dated June 9, 2009	5
10.3	Change in Terms Agreement with National Bank of California dated March 3, 2009	6
10.4	Change in Terms Agreement with National Bank of California dated December 21, 2011	8
10.5	Change in Terms Agreement with National Bank of  California dated June 9, 2012	9
10.6	Change in Terms Agreement with National Bank of California dated June 9, 2013	This Filing
10.7	Subordination Agreement between Nora Y. Amin, National Bank of California, Amexdrug and its subsidiaries dated June 9, 2009	6
10.8	Business Loan Agreement between National Bank of California, Amexdrug and its subsidiaries dated June 23, 2008	6
10.9	Commercial Security Agreement between National Bank of California, Amexdrug and its subsidiaries dated June 23, 2008	6
10.10	Commercial Guarantee between National Bank of  California, Jack N. Amin, Amexdrug and its Subsidiaries	6
10.11	Commercial Guarantee between National Bank of  California, Nora Y. Amin, Amexdrug and its subsidiaries	6
10.12	Lease Agreement between Fullerton Business Center, LLC, Lessor, and Allied Med, Inc., Lessee, dated March 1, 2011 (Units I & J)	7
10.13	First Amendment to Lease Extending Lease Term (Units I & J) dated January 18, 2012	8
10.14	Fifth Amendment to Lease Extending Lease Term (Units I & J) dated February 20, 2013	10
10.15	Guaranty of Lease by Jack Amin (Units I & J)	7
10.16	Lease Agreement between Condor Associates, LLC, Lessor, and Allied Med, Inc., Lessee, dated February 22, 2011	7

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10.17	Business Loan Agreement between National Bank of California, Amexdrug and its Subsidiaries dated July 30, 2012	9
10.18	Promissory Note with National Bank of California Amexdrug and its subsidiaries for $393,920 dated  July 30, 2012	9
10.19	Promissory Note with National Bank of California, Amexdrug and its subsidiaries for $350,000 dated June 9, 2013	This Filing
14.1	Code of Ethics	4
21.1	List of Subsidiaries of Amexdrug Corporation	6
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002	This Filing
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002	This Filing
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002	This Filing
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002	This Filing
101.INS	XBRL Instance Document	11
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	11
101.LAB	XBRL Taxonomy Extension Label Linkbase	11
101.DEF	XBRL Taxonomy Extension Definition Linkbase	11
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	11
101.SCH	XBRL Taxonomy Extension Schema	11

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	Summaries of all exhibits contained within this report are modified in their entirety by reference to these Exhibits.
1	Exhibit 2.1 is incorporated by reference from Amexdrug’s Form 8-K Current Report filed December 21, 2001 as Exhibit No. 10.01.
2	Exhibit 2.2 is incorporated by reference from  Amexdrug’s Form 8-K Current Report filed January 15, 2002 as Exhibit No. 10.01.
3	Exhibit 3.1 and 3.2 are incorporated by reference from Amexdrug’s Form 10-KSB for the years ended December 31, 2001 filed on April 1, 2002.
4	Exhibit 14.1 is incorporated by reference from Amexdrug’s Form 10-K for the year ended December 31, 2008 filed April 13, 2009
5	Exhibits 10.1 and 10.2 are incorporated  by reference From Amexdrug’s Form 10-Q for the period ended June 30, 2009 filed August 14, 2009
6	Exhibits 10.3, 10.6 through 10.10 and  21.1 are incorporated by reference from Amexdrug’s Form 10-Q/A for the period ended June 30, 2009 filed September 18, 2009
7	Exhibits 10.11 and 10.14 through 10.16 are incorporated by  reference from Amexdrug’s Form 10-K for the year ended December 31, 2010 filed March 31, 2011
8	Exhibits 10.4 and 10.12 are incorporated by reference from Amexdrug’s Form 10-K for the year ended  December 31, 2011 filed March 31, 2012
9	Exhibits 3.3, 10.5, 10.16 and 10.17 are incorporated by reference from Amexdrug’s Form 10-Q for the period ended September 30, 2012 filed November 14, 2012
10	Exhibit 10.13 is incorporated by reference from Amexdrug’s Form 10-K for the year ended December 31, 2012 filed April 3, 2013
11	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with 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 thereunto duly authorized.

	AMEXDRUG CORPORATION
Date: August 14, 2013	By: /s/ Jack Amin
	Jack Amin
	Director, President, Chief Executive Officer,
	Chief Financial Officer and Chief Accounting
	Officer

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