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U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 0-7473
Amexdrug Corporation
--------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 95-2251025
-------------------------------- -------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or Organization)
8909 West Olympic Boulevard, Suite 208
Beverly Hills, California 90211
-------------------------------
(Address of Principal Executive offices)
Issuer's Telephone Number: (310) 855-0475
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: As of November 7, 2005, there were
8,473,866 shares of the issuer's common stock issued and outstanding.
AMEXDRUG CORPORATION
FORM 10-QSB
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (Unaudited).....................................3
Condensed Consolidated Balance Sheets -- As of
September 30, 2005 and December 31, 2004 (Unaudited)................4
Condensed Consolidated Statements of Operations
for the Three and Nine Months Ended
September 30, 2005 and 2004 (Unaudited).............................5
Condensed Consolidated Statements of Cash Flows for
the Nine Months Ended September 30, 2005
and 2004 (Unaudited)................................................6
Notes to Condensed Consolidated Financial Statements
(Unaudited).........................................................7
Item 2. Management's Discussion and Analysis or Plan of Operation............9
Item 3. Controls and Procedures.............................................12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...................................................13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.........13
Item 3. Defaults Upon Senior Securities.....................................13
Item 4. Submission of Matters to a Vote of Security Holders.................13
Item 5. Other Information...................................................13
Item 6. Exhibits and Reports on Form 8-K......... .........................13
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited condensed consolidated balance sheets of Amexdrug
Corporation, a Nevada corporation, and subsidiary as of September 30, 2005 and
December 31, 2004, the related unaudited condensed consolidated statements of
operations for the three and nine month periods ended September 30, 2005 and
September 30, 2004, the related unaudited condensed consolidated statements of
cash flows for the nine month periods ended September 30, 2005 and September 30,
2004 and the notes to the unaudited condensed 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-KSB for the year ended December
31, 2004.
The accompanying condensed 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 Allied Med, Inc., its wholly owned subsidiary, 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 September 30, 2005, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2005.
3
AMEXDRUG CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2005 2004
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ASSETS
Current Assets
Cash $ 251,056 $ 4,693
Investments in securities available for sale 1,600 --
Accounts receivable, net of allowance for
doubtful accounts of $19,500 and
$39,494, respectively 202,996 297,310
Prepaid expenses 3,686 --
Inventory 64,730 73,493
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Total Current Assets 524,068 375,496
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Property and Equipment
Office and computer equipment 133,641 133,641
Leasehold improvements 15,700 15,700
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Total Property and Equipment 149,341 149,341
Less: Accumulated depreciation (121,293) (105,834)
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Net Property and Equipment 28,048 43,507
Deposits 15,408 1,100
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Total Assets $ 567,524 $ 420,103
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ 419,130 $ 427,487
Payables - related parties 13,140 29,674
Accrued liabilities 1,441 4,252
Accrued income taxes 33,687 800
Current portion of capital lease obligations 9,385 10,747
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Total Current Liabilities 476,783 472,960
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Long-Term Liabilities
Deferred income taxes 5,583 --
Capital lease obligations, net of current portion 20,692 27,495
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Total Long-Term Liabilities 26,275 27,495
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Stockholders' Equity (Deficit)
Common Stock - $0.001 par value; 50,000,000
shares authorized; 8,473,866 and 8,052,783
shares issued and outstanding, respectively 8,474 8,053
Additional paid-in capital 83,342 7,969
Accumulated deficit (27,350) (96,374)
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Total Stockholders' Equity (Deficit) 64,466 (80,352)
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Total Liabilities and Stockholders' Equity (Deficit) $ 567,524 $ 420,103
================================================================================
See accompanying notes to condensed consolidated financial statements
4
AMEXDRUG CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------- --------------------------
2005 2004 2005 2004
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Sales $ 1,552,772 $ 1,178,454 $ 3,698,090 $ 5,414,543
Cost of Goods Sold 1,443,225 1,182,951 3,423,682 5,121,557
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Gross Profit (Loss) 109,547 (4,497) 274,408 292,986
Operating Expenses
Selling, general and
administrative expense (72,723) (42,831) (180,400) (206,661)
Interest expense (521) (770) (2,300) (2,952)
Interest and other income 583 -- 648 --
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Income (Loss) From Operations 36,886 (48,098) 92,356 83,373
Gain on Sale of Property -- 165,000 -- 165,000
Gain (Expense) on Settlement -- 5,426 17,234 (134,574)
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Income (Loss) Before Income Taxes 36,886 122,328 109,590 113,799
Provision for Income Taxes (15,985) (45,416) (40,566) (44,412)
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Net Income (Loss) $ 20,901 $ 76,912 $ 69,024 $ 69,387
=============================================================================================
Basic Income (Loss) Per Common Share $ -- $ 0.01 $ 0.01 $ 0.01
=============================================================================================
Basic Weighted-Average Common
Shares Outstanding 8,473,866 8,052,783 8,359,726 8,052,783
=============================================================================================
See accompanying notes to condensed consolidated financial statements
5
AMEXDRUG CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months
Ended September 30,
-----------------------
2005 2004
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Cash Flows from Operating Activities:
Net income (loss) $ 69,024 $ 69,387
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation 15,459 17,229
Gain on sale of property -- (165,000)
Recovery of bad debt (19,994) --
Expense from (gain on) settlement (17,234) 134,574
Deferred income taxes 5,583 6,138
Changes in operating assets and liabilities:
Accounts receivable 114,308 124,996
Prepaid expenses (3,686) --
Inventory 8,763 61,036
Accounts payable and accrued liabilities 53,953 (170,896)
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Net Cash Provided by Operating Activities 226,176 77,464
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Cash Flows from Investing Activities:
Payment of security deposits (11,808) --
Payment of deposit to purchase subsidiary (2,500) --
Purchase of investments (1,600) --
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Net Cash Used in Investing Activities (15,908) --
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Cash Flows from Financing Activities:
Payment of checks written in excess of cash in bank -- (41,024)
Payment for lawsuit settlement (15,000) --
Proceeds from borrowings from related party 59,260 --
Principal payments on capital lease obligations (8,165) (18,342)
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Net Cash Provided by (Used in) Financing Activities 36,095 (59,366)
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Net Increase in Cash 246,363 18,098
Cash at Beginning of Period 4,693 1,185
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Cash at End of Period $ 251,056 $ 19,283
================================================================================
Supplemental Cash Flow Information:
Cash paid for interest $ 2,300 $ 2,952
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Conversion of notes payable to common stock $ 75,794 $ --
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See accompanying notes to condensed consolidated financial statements
6
AMEXDRUG CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANICAL STATEMENTS
NOTE 1 - Organization and Nature of Operations
Condensed Financial Statements -- The accompanying condensed financial
statements have been prepared by the Company and are unaudited. In the opinion
of management, the accompanying unaudited financial statements contain all
necessary adjustments for fair presentation, consisting of normal recurring
adjustments except as disclosed herein.
The accompanying unaudited interim financial statements have been condensed
pursuant to the rules and regulations of the Securities and Exchange Commission;
therefore, certain information and disclosures generally included in financial
statements have been condensed or omitted. The condensed financial statements
should be read in connection with the Company's annual financial statements
included in its annual report on Form 10-KSB as of December 31, 2004. The
financial position and results of operations for the nine months ended September
30, 2005 are not necessarily indicative of the results to be expected for the
full year ending December 31, 2005.
Use of Estimates -- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates.
Investment in Debt and Equity Securities--Investment in equity securities are
classified as available-for-sale and are carried at fair value. Net unrealized
gains and losses are reported in accumulated other comprehensive income, which
is a separate component of shareholder's equity, net of applicable deferred
taxes. Realized gains and losses on sales of securities and impairment losses
from other-than-temporary declines in market value are included in earnings with
the cost of securities sold determined on a specific cost basis. Investment in
debt securities are classified as held-to-maturity and carried at cost.
Accounts Receivable -- The Company's historical revenues and receivables have
been derived solely from the pharmaceutical industry. Although the Company
primarily sells products on a cash basis, some sales are made under credit
terms. The Company performs ongoing credit evaluations of its customers'
financial condition and usually requires a delayed check depository from its
customers at the date products are shipped. The Company maintains an allowance
for uncollectible accounts receivable based upon the expected collectibility of
all accounts receivable.
Concentrations -- During the nine months ended September 30, 2005, purchases
from four vendors accounted for 46%, 18%, 12%, and 10% of total purchases. As of
September 30, 2005, accounts payable to these vendors accounted for 76%, 0%, 0%,
and 0% of the total accounts payable, respectively.
Fair Value of Financial Instruments -- The carrying amount of capital lease
obligations approximate fair value based on current interest rates available to
the Company.
Revenue Recognition -- The Company generates revenues from the resale of
pharmaceuticals, over-the-counter products, health and beauty care products and
nutritional supplements. The Company accounts for these revenues at the time of
shipment to and acceptance by the customer.
Basic Loss Per Common Share -- Basic loss per common share is computed by
dividing net loss by the weighted-average number of common shares outstanding.
No agreements or contracts exist that have created any potentially issuable
common shares.
7
AMEXDRUG CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANICAL STATEMENTS
NOTE 2 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 2004, the Company purchased inventory
totaling $34,304 from Amrx Corporation, a corporation owned by the president of
the Company. As of September 30, 2005 and 2004, accounts payable to Amrx totaled
$13,140 and $0, respectively.
In December 2004, the Company borrowed $16,534 from the wife of the president of
the Company. In January 2005, the Company borrowed an additional $59,260 from
this person. On March 15, 2005, the loans were converted into 421,083 shares of
common stock at the market price of $0.18 per share.
NOTE 3 - SETTLEMENT OF CONTINGENT LIABILITIES
On June 9, 2003 a lawsuit was filed in the Superior Court of the State of
California, County of Los Angeles against the Company, its predecessor
corporation, Harlyn Products, Inc., a California corporation, the Company's
wholly owned subsidiary, Allied Med, Inc., and the Company's principal
shareholder, Jack Amin. The plaintiffs alleged in the complaint that the parties
entered into a one page finder's agreement on April 10, 2000 relating to the
acquisition of Harlyn Products, Inc., and that the plaintiffs were entitled to
receive a finder's fee equal to 7.5% (approximately 603,959 shares) of the fully
diluted shares of the Company with a value not less than $600,000 and
unspecified lost profits. The plaintiffs alleged causes of action for breach of
contract, for specific performance, for services rendered and for unjust
enrichment. The plaintiffs sought compensation for damages, legal fees, costs
and interest. Although management had determined, with the advice of its legal
counsel, that there was some likelihood that a loss from the claim may have been
incurred, on October 26, 2004, the trial court entered a decision in favor of
the Company disallowing the plaintiffs' claim. The plaintiffs filed a notice of
intent of move for a new trial, which was denied by the court on December 13,
2004. The plaintiffs then filed a notice of appeal. Effective June 7, 2005, both
parties executed a settlement agreement whereby the Company paid $10,000 in
exchange for a release of all claims and dismissal of the plaintiff's appeal.
On October 9, 2004 a vendor filed suit to collect on an account in the amount of
$32,234. The Company reached a settlement whereby it paid $5,000 for a full and
broad release of all claims. A gain of $27,234 was recognized during 2005 upon
payment of the $5,000.
NOTE 4 - SUBSEQUENT EVENTS
On July 22, 2005, Amexdrug's wholly-owned subsidiary, Allied Med, Inc., (Allied)
entered into an agreement to acquire all of the shares of stock of Dermagen,
Inc., a California corporation ("Dermagen") for $120,000 cash. Related escrow
instructions were signed by both parties on August 5, 2005. On September 20,
2005, the parities agreed to reduce the purchase price to $70,000 cash.
Allied completed its purchase of Dermagen on October 7, 2005 with Amexdrug
paying $70,000 in cash to the Dermagen shareholders. Amexdrug borrowed
approximately $40,000 from Nora Amin, wife of Amexdrug's CEO, which was used to
complete the acquisition.
Dermagen has a US-FDA registered and state FDA approved facility licensed to
manufacture certain pharmaceutical products and medical devices.
8
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation.
Not applicable.
(b) Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Overview
--------
Amexdrug Corporation is located at 8909 West Olympic Boulevard, Suite
208, Beverly Hills, California 90211. Its phone number is (310) 855-0475. Its
fax number is (310) 855-0477. Its website is www.amexdrug.com. Shares of
Amexdrug common stock are traded on the OTC Bulletin Board under the symbol
AXRX. The President of Amexdrug has had experience working in the pharmaceutical
industry for the past 20 years.
Through its wholly-owned subsidiary, Allied Med, Inc., Amexdrug is
engaged in the pharmaceutical wholesale business of selling brand name and
generic pharmaceutical products, over-the-counter (OTC) and health and beauty
products in 7 or 8 states. Amexdrug is expanding its business, and it would like
to eventually sell and distribute products in all 50 states.
Amexdrug Corporation was initially incorporated under the laws of the
State of California on April 30, 1963 under the name of Harlyn Products, Inc.
Harlyn Products, Inc. was engaged in the business of selling jewelry to
department stores and retail jewelry stores until the mid-1990s.
The name of the Company was changed to Amexdrug Corporation in April
2000 to reflect the change in the Company's business to the sale of
pharmaceutical products. The officers and directors of the Company also changed
in April 2000. The domicile of the Company was changed from California to Nevada
in December 2001. At that time the Company changed its fiscal year end from June
30 to December 31.
On December 31, 2001, Amexdrug acquired all of the issued and
outstanding common shares of Allied Med, Inc. ("Allied") in a share exchange.
Amexdrug acquired all 50,000 issued and outstanding shares of Allied common
stock from its sole shareholder, Mr. Jack Amin, in exchange for 7,000,000
restricted common shares of Amexdrug and the assumption of a $100,000 promissory
note, and all accrued interest thereon owed by Mr. Amin to Allied. At all times
during the negotiations of the transaction, Mr. Amin was an officer, director
and controlling 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 potential for
future growth.
9
Allied was formed as an Oregon corporation in October 1997, to operate
in the pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, over-the-counter (OTC) and health and beauty products.
Amexdrug has assumed the operations of Allied as its primary
operations, and Amexdrug intends to build on the pharmaceutical wholesale
operations of Allied.
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.
On November 28, 2004, Amexdrug formed a new subsidiary, Biorx
Pharmaceuticals, Inc. as a Nevada corporation. Biorx Pharmaceuticals, Inc. was
formed for the purpose of repacking and selling generic and branded
pharmaceuticals.
The accompanying financial information includes the operations of
Allied Med, Inc. for all periods presented and the operations of Amexdrug
Corporation from April 25, 2000.
Results of Operations
---------------------
For the three months ended September 30, 2005, Amexdrug reported sales
of $1,552,772, comprised entirely of income from the Allied Med, Inc.'s
pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, and over-the-counter (OTC) and health and beauty
products. This is $374,318 more than the $1,178,454 of sales reported for the
three months ended September 30, 2004. For the nine months ended September 30,
2005, sales reported by Amexdrug were $3,698,090, which is $1,716,453 less than
the $5,414,543 of sales reported for the nine months ended September 30, 2004.
During the three month period ended September 30, 2005, Amexdrug experienced an
increase in total sales due to management's ability to focus on making sales
following the settlement of litigation matters. During the nine month period
ended September 30, 2005, Amexdrug experienced a decline in total sales due to
increased competition and Amexdrug's search for better discount products to
sell. Cost of goods sold for the three months ended September 30, 2005 was
$1,443,225, an increase of $260,274 over the $1,182,951 cost of goods sold for
the three months ended September 30, 2004. Cost of goods sold for the nine
months ended September 30, 2005 was $3,423,682, a decrease of $1,697,875 over
the $5,121,557 cost of goods sold for the nine months ended September 30, 2004.
During the three months ended September 30, 2005 gross profit increased to
$109,547, or 7.1% of sales, from ($4,497), or (0.4%) of sales, recorded for the
three months ended September 30, 2004. For the nine months ended September 30,
2005 gross profit decreased by $18,578 to $274,408, or 7.4% of sales, from the
$292,986, or 5.4% of sales, recorded for the nine months ended September 30,
2004. Amexdrug attributes its improvement in gross profit for the three months
ended September 30, 2005 primarily to the sale of inventory at fairly normal
profit margins during the later period compared to a significant amount of
inventory sold at or below cost in the earlier three months ended September 30,
2004.
10
Selling, general and administrative expense was $72,723 for the three
months ended September 30, 2005, an increase of $29,892 from the $42,831
recorded for the three months ended September 30, 2004. For the nine months
ended September 30, 2005, Amexdrug reported selling, general and administrative
expense as $180,400, a decrease of $26,261 from the $206,661 reported for the
nine months ended September 30, 2004. The changes in selling, general and
administrative expenses are attributable to changes in expenses related to the
changes in sales and the changes in the Company's operations. In addition, in
late May 2005 the Company began distributing products from Los Angeles,
California, instead of Portland, Oregon. This has resulted in some cost savings
to the Company due to lower shipping costs.
During the nine months ended September 30, 2004, Amexdrug recorded a
nonrecurring gain on sale of property of $165,000 in connection with Allied Med,
Inc.'s transfer of ownership of eight parcels of undeveloped real estate to
settle a lawsuit. No similar expenses were incurred during the nine month period
ended September 30, 2005.
During the nine months ended September 30, 2005, Amexdrug recorded a
nonrecurring gain from litigation settlement of $17,234. This included a
settlement expense of $10,000 incurred during the second quarter of 2005 and a
gain of $27,234 achieved in a separate lawsuit in the first quarter of 2005. In
that lawsuit, the parties reached a settlement under which Allied Med, Inc. paid
a vendor $5,000 to settle a claim of $32,234. A gain of $27,234 was recognized
upon payment. During the nine months ended September 30, 2004, Amexdrug reported
incurring a settlement expense of $140,000 associated with the lawsuit which was
eventually settled in June 2005 for a payment of $10,000.
During the three months ended September 30, 2005, Amexdrug experienced
net income of $20,901, a decrease of $56,011 from the $76,912 recorded for the
three months ended September 30, 2004. During the nine months ended September
30, 2005, Amexdrug experienced net income of $69,024, a decrease of $363 from
the $69,387 reported for the nine months ended September 30, 2004. Amexdrug's
change in net profits during the three month period ended September 30, 2005
compared to the three month period ended September 30, 2004 is attributable
largely to an improvement in gross profit offset by an increase in selling,
general and administrative expense and a decrease in gain on sale of property.
Liquidity and Capital Resources - September 30, 2005
----------------------------------------------------
As of September 30, 2005, Amexdrug reported total current assets of
$524,068, comprised mostly of cash of $251,056, accounts receivable, net of
$202,996 and inventory of $64,730. Total assets as of September 30, 2005 were
$567,524, which included total current assets, plus net property and equipment
of $28,048 and deposits of $15,408.
Amexdrug's liabilities as of September 30, 2005 consist of accounts
payable of $419,130 payables to related parties of $13,140, accrued liabilities
of $1,441, accrued income taxes of $33,687, current portion of capital lease
obligations of $9,385, and total long-term liabilities of $26,275.
11
During the nine months ended September 30, 2005, Amexdrug's operating
activities provided net cash of $226,176 compared to $77,464 in the nine months
ended September 30, 2004. The primary adjustments to reconcile net income to net
cash provided by operating activities during 2005 were as follows: a decrease in
accounts receivable of $114,308, a decrease in inventory of $8,763, an increase
in accounts payable and accrued liabilities of $53,953, depreciation expense of
$15,459, a gain on settlement of $17,234, an increase in prepaid expenses of
$3,686 and deferred income taxes of $5,583. Cash increased during the nine
months ended September 30, 2005 by $246,363 compared to an increase during the
nine months ended September 30, 2004 of $18,098. Cash from operating activities
in the nine months ended September 30, 2005 increased primarily due to a
decrease in accounts receivable and an increase in accounts payable and accrued
liabilities. Amexdrug had $251,056 of cash at September 30, 2005. Management
does not anticipate that Amexdrug will need to obtain additional financing
during the next twelve months.
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. Controls and Procedures.
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic SEC
reports. It should be noted that the design of any system of controls is based
in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote.
There has been no change in our internal control over financial
reporting during the period covered by this report 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-QSB REPORT
REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND
INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
No unregistered securities were issued by Amexdrug during the three
month period ended September 30, 2005. For information concerning unregistered
securities issued by Amexdrug in the three months ended March 31, 2005, see
Amexdrug's quarterly report on Form 10-QSB for the three months ended March 31,
2005.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit
Number Description
------- -----------
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed by Amexdrug during the three
months ended September 30, 2005.
13
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: November 7, 2005 By: /s/ Jack Amin
------------------------------------
Jack Amin
Director, President, Chief Executive
Officer, Chief Financial Officer and
Chief Accounting Officer
14