UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549-1004
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): October 7, 2005
Amexdrug Corporation
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(Exact name of registrant as specified in its charter)
Nevada 0-7473 95-2251025
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(State of Incorporation) Commission file number (I.R.S. Employer
Identification No.)
8909 West Olympic Boulevard, Suite 208
Beverly Hills, California
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(Address of principal executive offices, zip code)
(310) 855-0475
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(Registrant's telephone number, including area code)
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(Former Name or former address, if changed since last report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As reported in Amexdrug Corporation's ("Amexdrug") quarterly report on
Form 10-QSB for the period ended June 30, 2005, Amexdrug's wholly-owned
subsidiary, Allied Med, Inc., entered into an agreement on July 22, 2005, with
Prakash "Mike" Charu to acquire all the business assets and shares of stock of
Dermagen, Inc., a California corporation ("Dermagen") for $120,000 cash. Mr.
Charu and Muhammad Majeed are the only shareholders of Dermagen. Mr. Charu
executed the agreement on behalf of both shareholders. Related escrow
instructions were signed by the parties on August 5, 2005. On September 20,
2005, the parties agreed to reduce the purchase price to $70,000 cash.
A copy of the Offer to Purchase Business and Stock dated July 22, 2005
is attached to Amexdrug's quarterly report for the period ended June 30, 2005 as
Exhibit 10.1, and incorporated herein by this reference. It was subsequently
amended to provide that Dermagen would become a direct subsidiary of Amexdrug
upon closing.
ITEM 8.01. OTHER EVENTS.
Amexdrug completed its purchase of Dermagen on October 7, 2005 with
Amexdrug paying $70,000 cash to the Dermagen shareholders. Amexdrug borrowed
approximately $40,000 from Nora Amin, the wife of Amexdrug's CEO, which was used
to complete the acquisition. Dermagen is now an operating subsidiary of
Amexdrug. The acquisition of Dermagen is not considered to be an acquisition of
a significant amount of assets which would require audited financial statements
of Dermagen.
Dermagen has a US-FDA registered and state FDA approved facility
licensed to manufacture certain pharmaceutical products, medical devices and
cosmetic products. Dermagen has been owned and operated by pharmacists for over
10 years. Dermagen can provide complete development services including design,
risk analysis, qualification of raw material vendors, complete set of
specifications, and prepare stability data. Its staff has over 30 years of
experience in product development, pilot batches, commercial production and
distribution for large leading international companies.
Dermagen has developed over 500 formulations, of which approximately
150 are actively marketed by Dermagen.
Dermagen's manufacturing facility can produce approximately 12,000
units per 8 hour shift with existing equipment. This has the present capacity to
produce products with potential gross sales of up to $3,000,000 if the
manufacturing facility is operated using one shift per day, or up to $9,000,000
in potential annual sales if the manufacturing facility operates three shifts
per day for an entire year. However, the Company can offer no assurance that
market demand for products will grow to a level sufficient to justify operating
the facility on a full time basis.
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Dermagen's clientele include companies outsourcing liquid
pharmaceuticals, diagnostics, biotech products, oral liquids, topical products,
sport drinks, ethnic topical preparations, and respiratory therapies. Contract
services range from blending, filling, packaging, repacking, and kit assembly.
Dermagen's facility is equipped to fill products in metal, multi-layer, or
plastic tubes; plastic, glass and special designed containers with closure
features.
Dermagen dispenses formulae prescribed by doctors that include topical
and oral products with herbs and botanical extracts. These specially formulated
products comprehend non-commercial concentration or combination of active drugs,
extemporaneous preparations, patient customized formulations, etc.
Dermagen stainless steel compounding and holding tanks feature DCI and
other major brands jacketed reactors with dual mixing & scrapers, sanitary
connection, and sanitary pump assisted transfer system.
Dermagen's water system complies with USP Purified Water requirements
and Dermagen offers a wide selection of final product filtration and
microenvironment possibilities to protect the filling operation. Dermagen can
deliver concentrate in bulk or as final.
Dermagen is well equipped to formulate, compound, fill and pack topical
cream, lotion and ointment; oral liquids and nutrition supplements containing
herbal extracts.
Research and Development Department of Dermagen- Board of Directors and
Advisory Board of Chemists and Pharmacists include the following personnel:
Management
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* President - Jack Amin, the CEO of Amexdrug, is the new President of
Dermagen
* Operations Manager - Valentin Baltazar
* Consultant - Mike Charu, MS;R.Ph., the former President of Dermagen
will serve as a consultant
Consultant - Mike Charu
Mr. Charu has over 30 years of experience in the dermatology field.
Before starting Dermagen, he was the Senior Scientist of Products Development at
Herbert Labs, a division of SmithKline Beecham, and previously worked for Boots
Drugs Company of England. He holds a Master Degree in industrial pharmacy from
Long Island University in New York. In addition, Mr Charu is a Registered
Pharmacist in New York. Also, he received High Honors for works with natural
products, and is the author of US-Patent No.5,914,334 "Stable gel formulation
for topical treatment of skin conditions" (22 JUN 1999).
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Operations Manager - Valentin Baltazar
Mr. Baltazar has over 15 years of experience in managing dermatology
and cosmetic operations. Before joining Dermagen, he was the Production Manager
for Hearth Science.
Advisory Board
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* M. Majeed, Ph.D.
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* F. H. Boehm, III Ph. D.
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* Jasbir Dhanjal, MSc.
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* Charles F. Lustick, R. Ph.
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* Humberto Zardo, B.S. Ind. Pharm., MSc.
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M. Majeed, Ph.D. Dr. Majeed received his Ph. D. in Pharmaceutics from
St. Johns University, New York. He is the co-founder of Dermagen and is
considered a "guru" of herbal products. Dr. Majeed is the author of several US
Patents on bioavailability enhancers, bioprotectants, and nutritional products
(5,536,506 (16 JUL 2996); 5,744,161 ( 28 APR 1998); 5,783,603 ( 21 JUL 1998);
5,804,596 (08 Sep 1998); 5,861,415 (19 JAN 1999); and 5,972,382 (26 OCT 1999).
He also has European/World Patents published, and Patents pending on
Tetrahydrocurcinoids, Boswellin?, Berberine, and Citrin? K.
F. H. Boehm, III Ph. D. Dr. Boehm has over 20 years of experience in
managing marketing studies and product introduction in the pharmaceutical, OTC
and nutraceuticals fields.
Jasbir Dhanjal, MSc. Mr. Dhanjal is the Vice President of Operations of
K C Pharmaceuticals, California - USA. He has over 30 years of progressive
management responsibilities within the pharmaceutical industry, including
Director of Operations for Herbert Labs, a division of SmithKline Beecham. Mr.
Dhanjal has also provided technical assistance for health care projects in
Argentina, Brazil, Canada, China, Colombia, Indonesia, Ireland, Mexico, New
Zealand, Puerto Rico and Thailand. He holds degrees in Biology and Chemistry.
Charles F. Lustick, R. Ph. Mr. Lustick has over 20 years of practicing
pharmacy and is a well respected professional in this field. He has intimate
contact with patients and coordinates the development of new products. Through
his practice he gained significant experience on how natural products actual
work on patients.
Humberto Zardo, B.S. Ind. Pharm., MSc. Mr. Zardo is an independent
consultant in International Pharmaceutical Development to private and public
organizations within the health care business. His previous jobs in the industry
include Technical Director for the Program for Appropriate Technology in Heath,
Seattle, WA - USA and Director of Operations for Allergan (Brazil and
International). Mr. Zardo has contributed to the success of more than 25 health
care organizations in over 20 different countries. He holds a degree and
Industrial Pharmacy and post-graduation (Masters) in Biotechnology.
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The Board of Advisors will continue in their capacities with Dermagen.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Offer to Purchase Business Incorporated herein by reference
and Stock of Dermagen, Inc. from the Company's Quarterly
dated July 22, 2005 Report on Form 10-QSB for the
quarter ended June 30, 2005
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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.
AMEXDRUG CORPORATION
Date: October 14, 2005 /s/ Jack Amin
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Jack Amin, President
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EXHIBIT INDEX
Exhibit Number Exhibit Contents
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10.1 Offer to Purchase Business Incorporated herein by
and Stock of Dermagen, Inc. reference from the Company's
dated July 22, 2005 Quarterly Report on Form
10-QSB for the quarter ended
June 30, 2005
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