-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PiXucccAoO1AhLqFxeVttJFz3eSR/CInbPxrLyYz3bFws+PmEL6cJp4vigZxripM aV0LUnJykoQF41p17jkZ7Q== 0001096906-06-000431.txt : 20060515 0001096906-06-000431.hdr.sgml : 20060515 20060515143844 ACCESSION NUMBER: 0001096906-06-000431 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060515 DATE AS OF CHANGE: 20060515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEXDRUG CORP CENTRAL INDEX KEY: 0000045621 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 952251025 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-10304 FILM NUMBER: 06839734 BUSINESS ADDRESS: STREET 1: 369 SOUTH DOHENY DR SUITE 326 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3108550475 MAIL ADDRESS: STREET 1: 369 SOUTH DOHENY DR SUITE 326 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 10QSB 1 amexdrug10qsb033106.txt AMEXDRUG CORPORATION FORM 10-QSB MARCH 31, 2006 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 [ ] TRANSITION REPORT UNDER 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 ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) NEVADA 95-2251025 ------------------------------- ------------------ (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) 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. 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 May 11, 2006, 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 March 31, 2006 and December 31, 2005 (Unaudited)...................5 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005 (Unaudited)........................................................6 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (Unaudited)........................................................7 Notes to Condensed Consolidated Financial Statements (Unaudited)........................................................8 Item 2. Management's Discussion and Analysis or Plan of Operation..........10 Item 3. Controls and Procedures............................................14 PART II - OTHER INFORMATION Item 1. Legal Proceedings..................................................14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........14 Item 3. Defaults Upon Senior Securities....................................14 Item 4. Submission of Matters to a Vote of Security Holders................14 Item 5. Other Information..................................................15 Item 6. Exhibits and Reports on Form 8-K...................................15 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The unaudited condensed consolidated balance sheets of Amexdrug Corporation, a Nevada corporation, and subsidiaries as of March 31, 2006 and December 31, 2005, the related unaudited condensed consolidated statements of operations for the three month periods ended March 31, 2006 and March 31, 2005, the related unaudited condensed consolidated statements of cash flows for the three month periods ended March 31, 2006 and March 31, 2005 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/A for the year ended December 31, 2005. The accompanying 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. and Dermagen, 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, 2006, are not necessarily indicative of the results that can be expected for the year ending December 31, 2006. 3 AMEXDRUG CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets (Unaudited) - March 31, 2006 and December 31, 2005.......................................5 Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2006 and 2005..............6 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2006 and 2005..............7 Notes to Condensed Consolidated Financial Statements.........................8 4 AMEXDRUG CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 2006 2005 - -------------------------------------------------------------------------------- ASSETS Current Assets Cash and cash equivalents $ 205,031 $ 177,408 Accounts receivable, net of allowance for doubtful accounts of $19,500 and $19,500 128,408 95,890 Inventory 67,247 77,931 Prepaid expenses 3,945 3,780 Deferred tax asset 7,768 7,768 - -------------------------------------------------------------------------------- Total Current Assets 412,399 362,777 - -------------------------------------------------------------------------------- Property and Equipment Office and computer equipment 164,982 164,982 Leasehold improvements 15,700 15,700 - -------------------------------------------------------------------------------- Total Property and Equipment 180,682 180,682 Less: Accumulated depreciation (141,228) (128,415) - -------------------------------------------------------------------------------- Net Property and Equipment 39,454 52,267 Lease Deposits 12,158 12,158 Customer Base, Net of Accumulated Amortization of $3,044 and $1,522 15,215 16,737 Goodwill 17,765 17,765 - -------------------------------------------------------------------------------- Total Assets $ 496,991 $ 461,704 - -------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 369,282 $ 339,895 Notes payable to related parties 53,140 53,140 Accrued liabilities 7,199 7,461 Accrued income taxes 5,056 1,263 Current portion of capital lease obligations 7,115 8,190 - -------------------------------------------------------------------------------- Total Current Liabilities 441,792 409,949 - -------------------------------------------------------------------------------- Long-term Liabilities Deferred income taxes 18,642 22,814 Capital lease obligations, net of current portion 18,463 19,336 - -------------------------------------------------------------------------------- Total Long-Term Liabilities 37,105 42,150 - -------------------------------------------------------------------------------- Stockholders' Equity Common stock - $0.001 par value, 50,000,000 shares authorized, 8,473,866 shares issued and outstanding 8,474 8,474 Additional paid-in capital 83,342 83,342 Accumulated deficit (73,722) (82,211) - -------------------------------------------------------------------------------- Total Stockholders' Equity 18,094 9,605 - -------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $ 496,991 $ 461,704 - -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements 5 AMEXDRUG CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, 2006 2005 - -------------------------------------------------------------------------------- Sales $ 1,074,800 $ 1,017,921 Cost of Goods Sold 935,734 961,068 - -------------------------------------------------------------------------------- Gross Profit 139,066 56,853 Selling, general and administrative expense (130,305) (46,748) Gain on litigation settlement - 27,234 Interest expense (651) (929) Interest and other income - 33 - -------------------------------------------------------------------------------- Income Before Taxes 8,110 36,443 Provision for (Benefit from) Income Taxes (379) 7,126 - -------------------------------------------------------------------------------- Net Income $ 8,489 $ 29,317 - -------------------------------------------------------------------------------- Basic Income Per Common Share $ - $ - - -------------------------------------------------------------------------------- Basic Weighted-Average Common Shares Outstanding 8,473,866 8,127,642 - -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements 6 AMEXDRUG CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2006 2005 - -------------------------------------------------------------------------------- Cash Flows from Operating Activities: Net income $ 8,489 $ 29,317 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 12,813 5,348 Amortization 1,522 - Recovery of bad debt - (19,994) Deferred income taxes (4,172) 6,326 Gain on litigation settlement - (27,234) Changes in operating assets and liabilities: Accounts receivable (32,518) 79,323 Inventory 10,684 36,216 Prepaid expenses (165) - Accounts payable and accrued liabilities 32,918 (100,433) - -------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 29,571 8,869 - -------------------------------------------------------------------------------- Cash Flow from Investing Activities: - - Cash Flows from Financing Activities: Proceeds from borrowings from related party - 59,260 Payment for lawsuit settlement - (5,000) Principal payments on capital lease obligations (1,948) (2,756) - -------------------------------------------------------------------------------- Net Cash Provided by (Used in) Financing Activities (1,948) 51,504 - -------------------------------------------------------------------------------- Net Increase in Cash 27,623 60,373 Cash at Beginning of Period 177,408 4,693 - -------------------------------------------------------------------------------- Cash at End of Period $ 205,031 $ 65,066 - -------------------------------------------------------------------------------- Supplemental Cash Flow Information: Cash paid for interest $ 651 $ 929 - -------------------------------------------------------------------------------- Supplemental Schedule of Noncash Investing and Financing Activities: Conversion of related party note payable to common stock $ - $ 75,794 - -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements 7 AMEXDRUG CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED 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, 2005. The financial position and results of operations for the three months ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year ending December 31, 2006. Concentrations -- During the three months ended March 31, 2006, purchases from two vendors accounted for 66% and 23% of total purchases. As of March 31, 2006, accounts payable to these vendors accounted for 73% and 0% of the total accounts payable, respectively. 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 March 31, 2006 and 2005, amounts owed to Amrx constituted $13,140 of the notes payable to related parties balance. In October of 2005, the Company borrowed $40,000 from the wife of the president of the Company to facilitate the purchase of Dermagen, Inc. The $40,000 note matures in October of 2006, carries an annual interest rate of 8%, and interest is payable every 6 months. As of March 31, 2006 and December 31, 2005, the balance of this note was $40,000. 8 AMEXDRUG CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED STATEMENTS NOTE 3 - SEGMENT INFORMATION The Company has operations in two segments of its business, namely: Distribution and health and beauty products. Distribution consists of the wholesale pharmaceutical distribution and resale of brand and generic pharmaceutical products, over-the-counter drugs and non-drug products and health and beauty products. Health and beauty products consist of manufacturing and distribution of health and beauty products. The following tables describe information regarding the operations and assets of these reportable business segments: Health and For the Three Months Beauty Ended March 31, 2006 Distribution Products Total - -------------------------------------------------------------------------------- Sales to external customers $ 1,021,171 $ 53,629 $ 1,074,800 Segment income before taxes 4,214 3,896 8,110 Segment assets 401,460 112,191 513,651 March 31, 2006 - ---------------------------------------------------- Total assets for reportable segments $ 513,651 Elimination of intersegment assets (16,660) - ---------------------------------------------------- Consolidated Total Assets $ 496,991 - ---------------------------------------------------- 9 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.OB. The President of Amexdrug has had experience working in the pharmaceutical industry for the past 20 years. Through its wholly-owned subsidiaries, Allied Med, Inc. and Dermagen, Inc., Amexdrug is primarily a full-line, wholesale distributor of pharmaceuticals, over-the-counter (OTC) products, health and beauty care products, and nutritional supplements. Dermagen, Inc. also manufactures products which it sells. Amexdrug Corporation distributes its products through Allied Med, Inc. and Dermagen, Inc. primarily to independent pharmacies in the western and southeastern regions of the United States, and secondarily to small and medium-sized pharmacy chains, alternative care facilities and other wholesalers and retailers. Over the next several months, Amexdrug Corporation anticipates expanding its market area to include other regions in the continental United 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. 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 share exchange. Amexdrug acquired all 50,000 issued and outstanding shares of Allied Med 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 10 to Allied Med. 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 Med's past operating history and potential for future growth. Allied Med 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) drug and non-drug products and health and beauty products to independent and chain pharmacies, alternative care facilities and other wholesalers. Amexdrug has assumed the operations of Allied Med as its primary operations, and Amexdrug intends to build on the pharmaceutical wholesale operations of Allied Med. 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. Dermagen, Inc. -------------- Amexdrug completed its purchase of Dermagen, Inc. on October 7, 2005 with Amexdrug paying $70,000 cash to the Dermagen, Inc. shareholders. Amexdrug borrowed approximately $40,000 from Nora Amin, the wife of Amexdrug's CEO, which was used to complete the acquisition. 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. Our competitive advantage is in our superior product research and development for large leading domestic and international companies. Royal Health Care Company ------------------------- In October 2003, Allied Med, Inc. 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 a third party 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 11 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. New subsidiaries formed ----------------------- 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 8, 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. Results of Operations --------------------- For the three months ended March 31, 2006, Amexdrug reported sales of $1,074,800, comprised entirely of income from Allied Med, Inc.'s and Dermagen, Inc.'s pharmaceutical wholesale business of selling brand name and generic pharmaceutical products, and over-the-counter (OTC) health and beauty products. This is $56,879 more than the $1,017,921 of sales reported for the three months ended March 31, 2005. During the three month period ended March 31, 2006, Amexdrug experienced an increase in total sales due, in part, to the acquisition of Dermagen, Inc. in October 2005 and the sale of Dermagen, Inc. products in first quarter 2006. Cost of goods sold for the three months ended March 31, 2006 was $935,734, a decrease of $25,334 over the $961,068 cost of goods sold for the three months ended March 31, 2005. During the three months ended March 31, 2006 gross profit increased by $82,213 to $139,066, or 12.9% of sales, from the $56,853, or 5.6% of sales recorded for the three months ended March 31, 2005. The improvement in gross profit margin is attributable to the sale of higher gross margin products manufactured and sold by Dermagen, Inc. Selling, general and administrative expense was $130,305 for the three months ended March 31, 2006, an increase of $83,557 from the $46,748 of selling, general and administrative expense recorded for the three months ended March 31, 2005. This increase in selling, general and administrative expense is attributable to increased employee expense and lease obligations assumed by the Company due to its acquisition of Dermagen, Inc. During the three months ended March 31, 2005, Amexdrug recorded a nonrecurring gain from litigation settlement of $27,234. In a 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 three months ended March 31, 2006, there was no similar income. 12 During the three months ended March 31, 2006, Amexdrug experienced net income of $8,489, a decrease of $20,828 from the $29,317 of net income recorded for the three months ended March 31, 2005. Amexdrug's decrease in net profits during the three month period ended March 31, 2006 is attributable largely to the fact that Amexdrug had no gain on litigation settlement in the first quarter of 2006, while it had a nonrecurring $27,234 gain on litigation settlement during the three months ended March 31, 2005. Liquidity and Capital Resources - March 31, 2006 ------------------------------------------------ As of March 31, 2006, Amexdrug reported total current assets of $412,399, comprised primarily of cash and cash equivalents of $205,031, accounts receivable of $128,408 and inventory of $67,247. Total assets as of March 31, 2006 were $496,991, which included total current assets, plus net property and equipment of $39,454, lease deposits of $12,158, customer base of $15,215 and goodwill of $17,765. Amexdrug's liabilities as of March 31, 2006 consisted of accounts payable of $369,282, payables to related parties of $53,140, accrued liabilities of $7,199, accrued income taxes of $5,056, current portion of capital lease obligations of $7,115, and total long-term liabilities of $37,105. During the three months ended March 31, 2006, Amexdrug had $29,571 cash provided by operating activities compared to $8,869 cash provided by operating activities in the three months ended March 31, 2005. The primary adjustments to reconcile net income to net cash provided by operating activities during the first quarter of 2006 were as follows: an increase in accounts receivable of $32,518, a decrease in inventory of $10,684, an increase in accounts payable and accrued liabilities of $32,918, a decrease in deferred income taxes of $4,172, depreciation expense of $12,813 and amortization expense of $1,522. Amexdrug had $205,031 in cash and cash equivalents at March 31, 2006. Operations have primarily been funded through cash generated from operations. Management does not anticipate that Amexdrug will need to seek 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. 13 Item 3. 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, 2006. 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 disclosure. During the last fiscal quarter ended March 31, 2006, 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-QSB 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 2. Unregistered Sales of Equity Securities and Use of Proceeds. None; not applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. None; not applicable. 14 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 quarter ended March 31, 2006. 15 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: May 12, 2006 By: /s/ Jack Amin ----------------------- Jack Amin Director, President, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer 16 - -------------------------------------------------------------------------------- EX-31.1 2 amexdrug10qsb033106ex31-1.txt EXHIBIT 31.1 ================================================================================ EXHIBIT 31.1 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Jack Amin, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Amexdrug Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 12, 2006 By: /s/ Jack Amin ---------------------------------- Jack Amin, Chief Executive Officer - -------------------------------------------------------------------------------- EX-31.2 3 amexdrug10qsb033106ex31-2.txt EXHIBIT 31.2 ================================================================================ EXHIBIT 31.2 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Jack Amin, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Amexdrug Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 12, 2006 By: /s/ Jack Amin ---------------------------------- Jack Amin, Chief Financial Officer - -------------------------------------------------------------------------------- EX-32.1 4 amexdrug10qsb033106ex32-1.txt EXHIBIT 32.1 ================================================================================ EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Amexdrug Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jack Amin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company. /s/ Jack Amin - ----------------------- Jack Amin Chief Executive Officer May 12, 2006 - -------------------------------------------------------------------------------- EX-32.2 5 amexdrug10qsb033106ex32-2.txt EXHIBIT 32.2 ================================================================================ EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Amexdrug Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jack Amin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company. /s/ Jack Amin - ----------------------- Jack Amin Chief Financial Officer May 12, 2006 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----