10KSB/A 1 amexdrug10ksba1_june1999.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-KSB/A (Amendment No. 1) (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended June 30, 1999 ----------------------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to ------------ ------------ Commission File number 1-10304 ------------------------ AMEXDRUG CORPORATION (formally Harlyn Products Inc.) ------------------------------------------------------------------- (Exact name of registrant as specified in charter) California 95-2251025 --------------------------------------------- ------------------ State or other jurisdiction of incorporation (I.R.S. Employer I.D. No.) or organization 369 South Doheny Dr., # 326, Beverly Hills, Ca 90211 --------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code 1-310-855-0475 -------------------------------- Securities registered pursuant to section 12 (b) of the Act: Title of each class Name of each exchange on which registered None None -------------------- ----------------------------------------- Securities registered pursuant to section 12 (g ) of the Act: None ---------------------------------------------------------- (Title of Class) Check whether the Issuer (1 ) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the past 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State issuer's revenues for its most recent fiscal year: $ 0 ----------- State the aggregate market value of the voting stock held by non affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such -1- stock, as of a specified date within the past 60 days. At June 30, 1999, the aggregate market value of the voting stock held by non affiliates is undeterminable and is considered to be 0. During the past two years there has been no trading on any exchange or over the counter. (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not applicable (APPLICABLE ONLY TO CORPORATE REGISTRANTS) As of June 30, 1999, the registrant had 52,783 shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the part of the form 10- KSB (e.g., part I, part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or (c) under the Securities Act of 1933: None -2- -------------------------------------------------------------------------------- ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------------------------------------------------------- (a)(1) Financial Statements. The following financial statements are included in this report: Title of Document Page ----------------- ---- Unaudited financial statements - prepared by management 13 Balance Sheet as of June 30, 1999 14 Statement of Operations for years ended June 30, 1999 and June 30, 1998 15 Statement of Stockholders' Equity for the year ended June 30, 1999 16 Statement of Cash Flows for the years ended June 30, 1999 and June 30, 1998 17 Notes to Financial Statements 19 (a)(2) Financial Statement Schedules. The following financial statement schedules are included as part of this report: None (a)(3) Exhibits. None UNAUDITED FINANCIAL STATEMENTS The accompanying balance sheet of Amexdrug Corporation ( development stage company) at June 30, 1999 , and the related statements of operations, statement of stockholders' equity, and the statement of cash flows for the years ended June 30, 1999 and June 30, 1998, have been prepared by the Company's management in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. On March 21, 1997 the Company filed for bankruptcy in the United States Bankruptcy Court, Central District of California in the Los Angeles Division under Chapter 11, with Howard M. Ehrenberg as trustee, and emerged from bankruptcy on April 24, 2000 under Chapter 7 with no remaining assets or liabilities. This report has been prepared showing financial statements at April 24, 2000 assuming that they were the balances at June 30, 1999. -13- AMEXDRUG CORPORATION (development stage company) BALANCE SHEET June 30, 1999 -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash $ - --------- Total Current Assets $ - ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ - --------- Total Current Liabilities - --------- STOCKHOLDERS' EQUITY Common stock 10,000,000 shares authorized, at $0.001 par value, 52,783 shares issued and outstanding 53 Capital in excess of par value - dated April 25, 2000 - Note 1 (53) Deficit - dated April 25, 2000 - Note 1 - --------- Total Stockholders' Equity - --------- $ - ========= The accompanying notes are an integral part of these financial statements. -14- AMEXDRUG CORPORATION (development stage company) STATEMENT OF OPERATIONS For the Years Ended June 30, 1999 and 1998 -------------------------------------------------------------------------------- Jun 30, Jun 30, 1999 1998 ------- ------- REVENUES $ -- $ -- EXPENSES -- -- ------- ------- NET LOSS $ -- $ -- ======= ======= NET LOSS PER COMMON SHARE Basic $ -- $ -- ------- ------- AVERAGE OUTSTANDING SHARES Basic 52,783 52,783 ------- ------- The accompanying notes are an integral part of these financial statements. -15-
AMEXDRUG CORPORATION (development stage company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Year Ended June 30, 1999 -------------------------------------------------------------------------------- (Dated April 25, 2000) ------ --------------- Common Stock Capital in -------------------- Excess of Accumulated Shares Amount Par Value Deficit ------ ------ --------- -------------- Balance June 30, 1999 and 1998 52,783 $ 53 $ (53) $ - ====== ====== ======= =======
The accompanying notes are an integral part of these financial statements. -16- AMEXDRUG CORPORATION (development stage company) STATEMENT OF CASH FLOWS For the Years Ended June 30, 1999 and 1998 -------------------------------------------------------------------------------- Jun 30, Jun 30, 1999 1998 ------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ -- $ -- Adjustments to reconcile net loss to net cash provided by operating activities Net Cash From Operations -- -- ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net Increase (Decrease) in Cash -- -- Cash at Beginning of Period -- -- ------- -------- Cash at End of Period $ -- $ -- ======= ======== The accompanying notes are an integral part of these financial statements. -17- AMEXDRUG CORPORATION NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. ORGANIZATION The Company was incorporated under the laws of the state of California on April 30, 1963 with authorized common stock of 10,000,000 shares at a par value of $.10 and 1,000,000 preferred shares with a par value of $1.00 with the name of Harlyn Products Inc,. The Company has been engaged in the business of selling jewelry to department stores and retail jewelry stores. On March 21, 1997 the Company filed for bankruptcy in the United States Bankruptcy Court, Central District of California in the Los Angeles Division under Chapter 11, with Howard M. Ehrenberg as trustee, and emerged from bankruptcy on April 24, 2000 under Chapter 7 with no remaining assets or liabilities. The bankruptcy settlement included a name change from "Harlyn Products Inc." to "Amexdrug Corporation", a change in officers, a change in the par value of the common shares from $.10 to $.001, a cancellation of the authorized and any outstanding preferred shares, a reverse common stock split of one hundred shares of outstanding stock for one share, and the issuance of 1,000,000 post split common shares in exchange for $100,000 which was paid into the bankruptcy court. The total of the post split outstanding shares, following completion of the terms of the settlement, was 1,052,783. Amended articles of incorporation completing the terms of the bankruptcy was filed by the trustee in the state of Nevada on June 22, 2000. This report has been prepared showing the name "Amedrug Corporation" and the common stock, after the stock split, at a par value of $.001, from inception. The retained earnings (deficit) and the capital in excess of par value has been restated and dated April 25, 2000 with the statement of operations to begin on April 25, 2000.This report has been prepared showing financial statements at April 24, 2000 assuming that they were the balances at June 30, 1999. After April 25, 2000 the Company has been in the development stage. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods ------------------ The Company recognizes income and expenses based on the accrual method of accounting. -18- AMEXDRUG CORPORATION NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Dividend Policy --------------- The Company has not yet adopted a policy regarding payment of dividends. Income Taxes ------------ For the year ended June 30, 1999 the Company did not have a net operating loss carry forward. The pre- bankruptcy net operating losses are not available for carryover because there are no assets and there has been a substantial change in its stockholders. Basic and Diluted Net Income (Loss) Per Share --------------------------------------------- Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. Financial Instruments --------------------- The carrying amounts of financial instruments are considered by management to be their estimated fair values. Estimates and Assumptions ------------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. Comprehensive Income -------------------- The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholder's equity. -19- AMEXDRUG CORPORATION NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Recent Accounting Pronouncements -------------------------------- The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. 3. GOING CONCERN The Company intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company however the Company does not have the working capital to be successful in this effort. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding which will enable the Company to operate for the coming year. 4. RELATED PARTY TRANSACTIONS On the emergence from bankruptcy related parties acquired 95% of the outstanding common capital stock -20-