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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549-1004
Amendment No. 1 to
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2007
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 Commission (I.R.S. Employer
Incorporation) file number 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)
Explanatory Note:
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This current report is being amended to add additional information under Item
4.01(a), and to add a letter from the former auditor as Exhibit 16.1.
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On April 30, 2007, Hansen, Barnett & Maxwell, P.C. was terminated as the
certifying accountant for the Company (the "Registrant").
Hansen, Barnett & Maxwell, P.C.'s report on the Registrant's financial
statements for either of the past two years did not contain an adverse opinion
or disclaimer of opinion, nor was it modified as to uncertainty, audit scope, or
accounting principles.
Hansen, Barnett & Maxwell, P.C. has served as the certifying accountant for the
Company's financial statements for more than the past three years. From the date
on which Hansen, Barnett & Maxwell, P.C. was engaged until the date Hansen,
Barnett & Maxwell, P.C. was terminated, there were no disagreements with Hansen,
Barnett & Maxwell, P.C. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Hansen, Barnett & Maxwell,
P.C. would have caused Hansen, Barnett & Maxwell, P.C. to make reference to the
subject matter of the disagreements in connection with any reports it would have
issued, and there were no "reportable events" as that term is defined in Item
304(a)(1)(iv) of Regulation S-B, except for the following:
1. In connection with the audit of the December 31, 2005 financial
statements, as disclosed under Item 8A in the Company's Form 10-KSB for the
year ended December 31, 2005, Hansen, Barnett & Maxwell, P.C. informed the
Company of the following material weakness affecting the Company's ability
to develop reliable financial statements:
The Company has a material weakness in the adequacy of its closing
process and its preparation of adjusting entries to effectively
prepare accurate financial statements with the necessary level of
review and supervision.
2. In connection with the audit of the December 31, 2006 financial
statements, as disclosed under Item 8A in the Company's Form 10-KSB for the
year ended December 31, 2006, Hansen, Barnett & Maxwell, P.C. informed the
Company of the following material weakness affecting the Company's ability
to develop reliable financial statements:
The Company has a material weakness in the adequacy of its ability to
complete notes to the financial statements.
(b) On April 30, 2007, the Company entered into an engagement letter with HJ
Associates & Consultants, LLP to assume the role of its new certifying
accountant. HJ Associates & Consultants, LLP has been asked to audit the year
ended December 31, 2007. During the two most recent fiscal years and the
subsequent interim periods prior to the engagement of HJ Associates &
Consultants, LLP, the Company did not consult with HJ Associates & Consultants,
LLP with regard to:
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements; or
(ii) any matter that was either the subject of a disagreement or a reportable
event (as described in Item 304(a)(1)(iv) of Regulation S-B).
The termination of the former auditor and the engagement of the new principal
auditor was recommended and approved by the Company's Board of Directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter from Hansen Barnett & Maxwell, P.C. regarding its
concurrence or disagreement with the statements made by the
Registrant in this Current Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMEXDRUG CORPORATION
Date: May 24, 2007 /s/ Jack Amin
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Jack Amin, President
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