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) December 31, 2001
Commission File Number 001-10304
AMEXDRUG CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 95-2251025
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
396 South Doheny Drive, Suite 326
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Beverly Hills, California 90211
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(Address of principal executive offices)
(Zip Code)
(310) 855-0475
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(Registrant's Executive Office Telephone Number)
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ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
On December 31, 2001, Amexdrug Corporation, (the "Company") acquired all of
the issued and outstanding common shares of Allied Med, Inc., an Oregon
corporation ("Allied") in a share exchange. The Company acquired the 50,000
issued and outstanding shares of Allied from its sole shareholder, Jack Amin, in
exchange for 7,000,000 restricted common shares of the Company. At all times
during the negotiations of the transaction, Mr. Amin was an officer, director
and control shareholder of both companies.
Consideration for the acquisition was determined through negotiations
between the boards of directors of both companies and was based on Allied's past
operating history and future potential growth.
Allied was formed as an Oregon corporation in October 1997, to operate as a
full line wholesaler of pharmaceuticals, over-the-counter and non-drug products
and health and beauty aids. In 1998, Allied's gross sales were approximately
$2.8 million. In 1999, gross sales exceeded $5 million. In 2000, gross sales
exceeded $9 million. And Allied projects gross sales for 2001 to be
approximately $20 million. The Company intends to build on the wholesale
pharmaceutical operations of Allied. All future operations in the wholesale
pharmaceutical industry will be conducted through Allied.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Pro Forma Financial Statements.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after January 15, 2002.
Exhibits. The following exhibits are included as part of this report:
Exhibit SEC
Number Ref. Title of Document Location
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10.01 10 Agreement and Plan of Reorganization Attached
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
AMEXDRUG CORPORATION
Date: January 15, 2002 By /s/ Jack Amin
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Jack Amin, President,
Chief Financial Officer
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