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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 March 31, 2009
[ ] 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
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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
incorporation or organization) identification No.)
8909 West Olympic Boulevard, Suite 208
Beverly Hills, California 90211
-------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (310) 855-0475
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 (ss.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 [ ] 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 [ ] Smaller reporting company [ X ]
(Do not check if a smaller reporting company)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of May 8, 2009, there were
8,470,481 shares of the issuer's common stock issued and outstanding.
1
AMEXDRUG CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (Unaudited).....................................3
Consolidated Balance Sheets -- As of March 31, 2009 (Unaudited)
and December 31, 2008 (Audited)....................................5
Consolidated Statements of Operations for the Three Months
Ended March 31, 2009 and 2008 (Unaudited)..........................6
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2009 and 2008 (Unaudited)..........................7
Notes to Consolidated Financial Statements (Unaudited)...............8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk..........13
Item 4. Controls and Procedures.............................................13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...................................................13
Item 1A. Risk Factors........................................................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...................................................14
Item 6. Exhibits............................................................14
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The consolidated balance sheets of Amexdrug Corporation, a Nevada
corporation, and subsidiaries as of March 31, 2009 (unaudited) and December 31,
2008 (audited), the related unaudited consolidated statements of operations for
the three month periods ended March 31, 2009 and March 31, 2008, the related
unaudited consolidated statements of cash flows for the three month periods
ended March 31, 2009 and March 31, 2008 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, 2008.
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 Allied Med, Inc., Dermagen, Inc., and BioRx Pharmaceuticals,
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 March 31, 2009, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2009.
3
AMEXDRUG CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Page
----
Consolidated Balance Sheets - March 31, 2009 (Unaudited)
and December 31, 2008 (Audited).............................................5
Consolidated Statements of Operations (Unaudited) for the Three Months
Ended March 31, 2009 and 2008 ...........................................6
Consolidated Statements of Cash Flows (Unaudited) for the Three Months
Ended March 31, 2009 and 2008 ...........................................7
Notes to Consolidated Financial Statements....................................8
4
AMEXDRUG CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2009 2008
------------ ------------
(Unaudited)
Assets
Current Assets
Cash and cash equivalents $ 23,818 $ 96,390
Investment 2,581 2,681
Accounts receivable, net of allowance of $22,100 526,700 314,397
Inventory 193,559 211,538
Deferred tax asset 11,440 16,345
Prepaid expense 19,617 7,900
Other receivable 8,288 8,288
Advances employees 2,263 -
Advances officer 8,649 5,360
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Total Current Assets 796,915 662,899
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Property and Equipment, at cost
Machinery and Equipment 56,700 56,700
Office and computer equipment 134,259 126,180
Leasehold improvements 15,700 15,700
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206,659 198,580
Less accumulated depreciation (185,366) (183,350)
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Net Property and Equipment 21,293 15,230
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Other Assets
Lease deposits 12,158 12,158
Intangibles
Customer base, net of accumulated
amortization of $18,259 - -
Trademark, net of accumulated
amortization of $340 1,310 1,351
Goodwill 17,765 17,765
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Total Other Assets 31,233 31,274
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Total Assets $ 849,441 $ 709,403
============ ============
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 458,491 $ 430,818
Accrued liabilities 11,101 14,286
Corporate income tax payable 9,330 9,270
Note payable, related party 109,202 109,202
Credit lines 176,254 91,287
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Total Current Liabilities 764,378 654,863
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SHAREHOLDERS' EQUITY EQUITY
Common Stock, $0.0001 par value;
50,000,000 authorized common shares
8,470,481 shares issued and outstanding 8,471 8,471
Additional Paid in Capital 83,345 83,345
Accumulated deficit (6,753) (37,276)
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85,063 54,540
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Total Liabilities and Shareholders' Equity $ 849,441 $ 709,403
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
5
AMEXDRUG CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended
March 31, March 31,
2009 2008
------------ ------------
Sales $ 1,942,535 $ 1,303,214
Cost of Goods Sold 1,743,958 1,183,586
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Gross Profit 198,577 119,628
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Operating Expenses
Selling, general and administrative expense 92,110 86,777
Research and development 61,648 1,013
Depreciation expense 2,057 -
------------ ------------
Total Operating Expenses 155,815 87,790
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Income before Other Income/(Expenses) 42,762 31,838
------------ ------------
Other Income/(Expenses)
Penalty (268) (344)
Unrealized gain/(loss) (100) -
Interest expense (5,306) (2,900)
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Total Other Income/(Expenses) (5,674) (3,244)
------------ ------------
Income before Provision for Income Taxes 37,088 28,594
Income tax benefit/(expense) (6,565) (6,420)
------------ ------------
Net Income $ 30,523 $ 22,174
============ ============
BASIC AND DILUTED INCOME PER SHARE $ 0.00 $ 0.00
============ ============
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED 8,470,481 8,470,481
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
6
AMEXDRUG CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
March 31, March 31,
2009 2008
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 30,523 $ 22,174
Adjustment to reconcile net income to net cash
used in operating activities
Depreciation and amortization 2,057 3,602
Unrealized gain/(loss) on investment 100 -
(Increase) Decrease in:
Accounts receivable (212,303) (29,366)
Inventory 17,979 41,436
Prepaid expenses (11,717) (2,755)
Other receivable (2,263) -
Deferred tax asset 4,905 (800)
Increase (Decrease) in:
Accounts payable and accrued liabilities 24,488 (180,123)
Corporate income tax payable 60 10,605
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NET CASH USED IN OPERATING ACTIVITIES (146,171) (135,227)
------------ ------------
Net CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of fixed assets (8,079) (48,210)
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NET CASH USED IN INVESTING ACTIVITIES (8,079) (48,210)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Advances to officer (3,289) -
Payments on capital leases - (432)
Payments on related party loans - -
Proceeds from credit lines, net 84,967 184
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NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES 81,678 (248)
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NET INCREASE/(DECREASE) IN CASH (72,572) (183,685)
CASH, BEGINNING OF PERIOD 96,390 217,549
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CASH, END OF PERIOD $ 23,818 $ 33,864
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 3,122 $ 18
============ ============
Income taxes $ 1,600 $ -
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
7
AMEXDRUG CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS-UNAUDITED
MARCH 31, 2009
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 three month period ended March 31, 2009 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2009. 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, 2008.
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
-----------------------------
The Company adopted Statement of Financial Standards ("SFAS") No. 128 for
the calculation of "Income per Share". SFAS No. 128 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 period ended March 31, 2009, because
there are no outstanding dilutive instruments.
3. CAPITAL STOCK
During the three months ended March 31, 2009, 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 2000.
The Company adopted the provisions of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, on January 1, 2007. FIN 48
clarifies the accounting for uncertainty in tax positions by prescribing a
minimum recognition threshold required for recognition in the financial
statements. FIN 48 also provides guidance on de-recognition, measurement
classification, interest and penalties, accounting in interim periods,
disclosure and transition.
The Company's policy is to recognize interest accrued related to
unrecognized tax benefits in interest expense and penalties in operating
expenses.
8
Item 2. 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.OB. The President of Amexdrug has had experience working in the
pharmaceutical industry for the past 27 years.
Amexdrug Corporation, through its wholly-owned subsidiaries, Dermagen,
Inc., Allied Med, Inc., Royal Health Care, Inc. and BioRx Pharmaceuticals, Inc.
is a rapidly growing 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 maximizing the return of investments to
our shareholders.
Amexdrug Corporation distributes its products through its subsidiaries,
Dermagen, Inc., Allied Med, Inc., Royal Health Care, Inc. and BioRx
Pharmaceuticals, Inc. primarily to independent pharmacies and secondarily to
small and medium-sized pharmacy chains, alternative care facilities and other
wholesalers and retailers in the state of California.
We have introduced five pharmaceutical over the counter (OTC) and
natural products in 2008 and plan to add three more products, in various stages
of development, in 2009. We presently market twelve products under the Sponix
name. 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 CVS, Target, Amazon, and hundreds of
independent pharmacies. Of the estimated 100,000 retailers (drug stores and food
mass), we expect to have 25,000 stores carry our products in 2009. Our mission
is to expand the sales of our products to more than 40,000 stores in 2010.
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.
References in this report to "we," "our," "us," the "company" and
"Amexdrug" refer to Amexdrug Corporation and also to our subsidiaries, Dermagen,
Inc., Allied Med, Inc., Royal Health Care, Inc. and BioRx Pharmaceuticals, Inc.
Amexdrug currently has 50,000,000 shares of authorized common stock
$.001 par value, of which 8,470,481 are issued and outstanding as of March 31,
2009.
Allied Med, Inc.
----------------
On December 31, 2001, Amexdrug acquired all of the issued and
outstanding common shares of Allied Med, Inc., an Oregon corporation, ("Allied
Med") in a related party transaction.
Allied Med 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.
9
Amexdrug has assumed the operations of Allied Med, and Amexdrug intends
to build on the pharmaceutical wholesale 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 a 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, medical devices,
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 superior product research and development for large leading
domestic and international companies.
Royal Health Care Company
-------------------------
In October 2003, Allied Med 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.
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.
BioRx Pharmaceuticals
---------------------
On November 8, 2004, Amexdrug formed a new subsidiary, BioRx
Pharmaceuticals, Inc. as a Nevada corporation. BioRx Pharmaceuticals, Inc. is
committed to offer 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 twelve products have been manufactured for sale by BioRx
Pharmacenticals, Inc., and a total of ten products are currently under different
stages of development, three of which should be available in 2009. 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
will be marketed under the names of Sponix and Bactivex, and will be sold under
the name of BioRx Pharmaceuticals.
Results of Operations
---------------------
Revenues.
For the three months ended March 31, 2009, Amexdrug reported sales of
$1,942,535, comprised of $1,886,942 of sales from the Company's pharmaceutical
wholesale business of selling brand name and generic pharmaceutical products,
and (OTC) health and beauty products, and $55,593 of sales of health and beauty
products manufactured by the Company. This is $639,321 more than the $1,303,214
of sales reported for the three months ended March 31, 2008 which was comprised
primarily of $1,275,970 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 $27,244 of sales of
health and beauty products manufactured by the Company. During the three month
period ended March 31, 2009, Amexdrug experienced an increase in total sales
due, in part, to increased marketing efforts by the Company.
Cost of Goods Sold
------------------
Cost of goods sold for the three months ended March 31, 2009 was
$1,743,958, an increase of $560,372 from the $1,183,586 cost of goods sold for
the three months ended March 31, 2008.
Gross Profit.
During the three months ended March 31, 2009 gross profit increased by
$78,949 to $198,577, or 10.2% of sales, from the $119,628, or 9.1% of sales,
recorded for the three months ended March 31, 2008. The change in gross profit
margin is attributable to increased sales of higher gross margin products sold
in 2009.
Expenses.
Total operating expenses for the three months ended March 31, 2009 were
$155,815, an increase of $68,025 from the total operating expenses of $87,790
recorded for the three months ended March 31, 2008. Selling, general and
administrative expense was $92,110 for the three months ended March 31, 2009, an
increase of $5,333 from the $86,777 of selling, general and administrative
expense recorded for the three months ended March 31, 2008. Research and
development expense was $61,648 for the three months ended March 31, 2009, and
increase of $60,635 from the $1,013 of research and development expense recorded
for the three months ended March 31, 2008. The Company anticipates that it may
spend additional funds on research and development expenses during the remainder
of 2009, but such expenses, on a quarterly basis, will be less than the amount
spent in the first quarter of 2009.
Net Income.
During the three months ended March 31, 2009, Amexdrug experienced net
income of $30,523, an increase of $8,349 from the $22,174 of net income recorded
for the three months ended March 31, 2008. Amexdrug's increase in net profits
during the three month period ended March 31, 2009 is attributable largely to
the increase of sales and resulting increase in gross profits earned in the
later period.
11
Liquidity and Capital Resources - March 31, 2009
------------------------------------------------
As of March 31, 2009, Amexdrug reported total current assets of
$796,915, comprised primarily of cash and cash equivalents of $23,818, accounts
receivable of $526,700, inventory of $193,559, a deferred tax asset of $11,440,
other receivable of $8,288, prepaid expense of $19,617 and advances to an
officer of $8,649. Total assets as of March 31, 2009 were $849,441, which
included total current assets, plus net property and equipment of $21,293, lease
deposits of $12,158, trademark of $1,310, and goodwill of $17,765.
Amexdrug's liabilities as of March 31, 2009 consisted primarily of
accounts payable of $458,491, note payable to related party of $109,202,
business line of credit of $176,254 and accrued liabilities of $11,101.
During the three months ended March 31, 2009, Amexdrug used $146,171
cash in operating activities compared to $135,227 cash used in operating
activities in the three months ended March 31, 2008. The primary adjustments to
reconcile net income to net cash used in operating activities during the first
quarter of 2009 were as follows: an increase in accounts receivable of $212,303,
a decrease in inventory of $17,979, a decrease in accounts payable and accrued
liabilities of $24,488 and an increase in prepaid expenses of $11,717. Amexdrug
had $23,818 in cash and cash equivalents at March 31, 2009. Operations have
primarily been funded through cash generated from operations, and from loans
made from the wife of our President. Management does not anticipate that
Amexdrug will need to seek additional financing during the next twelve months.
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 $8,079 and $48,210 on capital expenditures during
the three month periods ended March 31, 2009 and 2008, 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, 2008, 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.
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.
12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
A "smaller reporting company" (as defined by Item 10 of 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 March 31, 2009. 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 disclosures.
During the last fiscal quarter ended March 31, 2009, 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 is not presently a party to any material pending legal
proceedings. To the best of Amexdrug's knowledge, no governmental authority or
other party has threatened or is contemplating the filing of any material legal
proceeding against Amexdrug.
Item 1A. Risk Factors.
A "smaller reporting company" (as defined by Item 10 of 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 March 31, 2009, 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 on Form 10-KSB or Form 10-K,
and the Company's Quarterly Reports on Form 10-QSB or Form 10-Q filed since
December 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.
13
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits.
(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
14
SIGNATURES
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 thereunto duly authorized.
AMEXDRUG CORPORATION
Date: May 12, 2009 By: /s/ Jack Amin
-------------
Jack Amin
Director, President, Chief Executive
Officer, Chief Financial Officer and
Chief Accounting Officer
15
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