10-Q

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 September 30, 2012

[   ] 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

(Exact name of registrant as specified in its charter)

NEVADA	95-2251025
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer identification No.)

7251 Condor Street

Commerce, California 90040

(Address of principal executive offices)

Registrant's telephone number: (323) 725-3100

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 (§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 [X]  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   [  ] (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 9, 2012, there were 8,470,481 shares of the issuer’s common stock issued and outstanding, including 14,672 shares held as treasury shares.  After giving effect to the 20 for 1 forward stock split scheduled to occur to the Company’s common stock on November 30, 2012, this equates to 169,409,620 post-stock split shares outstanding, including 293,440 post-stock split shares held as treasury shares.

AMEXDRUG CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

		Page
Item 1.   Financial Statements (Unaudited)		3
	Consolidated Balance Sheets — As of September 30, 2012 (Unaudited) and December 31, 2011 (Audited)	5
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.   Management’s Discussion and Analysis of Financial Condition and  Results of Operations		10
Item 3.   Quantitative and Qualitative Disclosures About Market Risk		15
Item 4.   Controls and Procedures		16
PART II – OTHER INFORMATION
Item 1.   Legal Proceedings		16
Item 1A. Risk Factors		16
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3.   Defaults Upon Senior Securities		16
Item 4.   Mine Safety Disclosures		16
Item 5.   Other Information		16
Item 6.   Exhibits		17

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PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

The consolidated balance sheets of Amexdrug Corporation, a Nevada corporation, and subsidiaries as of September 30, 2012 (unaudited) and December 31, 2011 (audited), the related unaudited consolidated statements of operations for the three and nine month periods ended September 30, 2012 and September 30, 2011, the related unaudited consolidated statements of cash flows for the nine month periods ended September 30, 2012 and September 30, 2011, 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, 2011.

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 BioRx Pharmaceuticals, Inc., Allied Med, Inc., and Dermagen, Inc., and 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 September 30, 2012, are not necessarily indicative of the results that can be expected for the year ending December 31, 2012.

Proposed Forward Stock Split and Increase in Authorized Shares

The Company’s Board of Directors has approved a 20 for 1 forward stock split and an increase in the number of authorized shares of the Company’s common stock from 50,000,000 shares to 1,000,000,000 shares.  The par value remains at $0.001. Both of these actions were approved pursuant to Section 78.209 of the Nevada Revised Statutes, and are to become effective on November 30, 2012 at 5:00 p.m. Eastern Time.  After giving effect to the 20 for 1 forward stock split, the number of outstanding shares of the Company’s common stock will increase from 8,470,481 pre-split shares to 169,409,620 post-split shares outstanding, as each outstanding share of the Company’s common stock will become 20 shares as a result of the forward stock split.  The effects of the 20 to 1 forward stock split have been applied to the Company’s financial statements included in this quarterly report as though the forward stock split has already occurred.

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AMEXDRUG CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets – September 30, 2012 (Unaudited) and December 31, 2011 (Audited)	5
Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2012 and 2011	6
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2012 and 2011	7
Notes to Consolidated Financial Statements	8

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AMEXDRUG CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2012			December 31, 2011
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	397,790		$	589,472
Investment		4,998			2,112
Accounts receivable, net of allowance of $21,561 and 21,561, respectively		550,376			653,949
Prepaid expenses		412,894			45,513
Inventory		717,249			198,176
Deferred tax asset		8,200			12,600
Total Current Assets		2,091,507			1,501,822
Property and Equipment, at cost
Office and computer equipment		239,752			239,752
Leasehold improvements		15,700			15,700
		255,452			255,452
Less accumulated depreciation		(212,918	)		(205,562	)
Net Property and Equipment		42,534			49,890
Other Assets
Other deposits		28,212			28,212
Intangibles
Customer base, net of accumulated amortization of $18,259		-			-
Trademark, net of accumulated amortization of $837 and $629, respectively		689			813
Goodwill		17,765			17,765
Total Other Assets		46,666			46,790
Total Assets	$	2,180,707		$	1,598,502
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable	$	346,638		$	463,098
Accrued liabilities		10,912			31,098
Deferred operating lease liability		14,888			14,132
Corporate tax payable		72,262			-
Notes payable related parties		109,081			109,694
Business lines and short term promissory note		724,343			631,903
Promissory note, current portion		58,370			-
Total Current Liabilities		1,336,494			1,249,925
Long Term Liabilities
Promissory note		314,319			-
Total Long Term Liabilities		314,319			-
Total Liabilities		1,650,813			1,249,925
Shareholders' Equity
Common stock, $0.001 par value; 1,000,000,000 authorized common shares 169,409,620 shares issued and outstanding		169,410			169,410
Additional paid in capital		-			-
Treasury stock		(14,933	)		(13,972	)
Retained earnings		375,417			193,139
Total Shareholders' Equity		529,894			348,577
Total Liabilities and Shareholders' Equity	$	2,180,707		$	1,598,502

The accompanying notes are an integral part of these consolidated financial statements

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AMEXDRUG CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Sales	$	2,168,740		$	3,100,218		$	6,664,433		$	9,562,015
Cost of Goods Sold		1,933,611			2,776,937			5,808,393			8,486,052
Gross Profit		235,129			323,281			856,040			1,075,963
Operating Expenses
Selling, general and administrative expense		179,084			186,425			565,112			528,064
Total Operating Expenses		179,084			186,425			565,112			528,064
Income  before depreciation expense		56,045			136,856			290,928			547,899
Depreciation and amortization expense		2,490			1,681			7,479			3,852
Income before Other Income/(Expenses)		53,555			135,175			283,449			544,047
Other Income/(Expenses)
Interest and other income		1			2			4			5
Penalty		-			-			-			(4,098	)
Unrealized gain/(loss)		740			(2,244	)		870			(3,136	)
Interest expense		(8,851	)		(6,831	)		(20,075	)		(20,899	)
Total Other Income/(Expenses)		(8,110	)		(9,073	)		(19,201	)		(28,128	)
Income before Provision for Income Taxes		45,445			126,102			264,248			515,919
Income tax expense		(9,584	)		(43,581	)		(81,970	)		(197,734	)
Net Income	$	35,861		$	82,521		$	182,278		$	318,185
BASIC AND DILUTED INCOME PER SHARE	$	0.00		$	0.00		$	0.00		$	0.00
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		169,409,620			169,409,620			169,409,620			169,409,620

The accompanying notes are an integral part of these consolidated financial statements

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AMEXDRUG CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30, 2012			September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	182,278			318,185
Adjustment to reconcile net income to net cash used in operating activities
Depreciation and amortization		7,479			3,852
Unrealized (gain)/loss on investment		(870	)		3,136
Change in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable		103,573			(307,145	)
Inventory		(519,073	)		(53,480	)
Prepaid expenses		(367,381	)		8,079
Deferred tax asset		4,400			18,054
Other assets		-			(13,750	)
Increase (Decrease) in:
Accounts payable and accrued liabilities		(136,645	)		(158,930	)
Deferred operating lease liability		756			11,955
Corporate income tax payable		72,262			18,427
NET CASH USED IN OPERATING ACTIVITIES		(653,221	)		(151,617	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments		-			-
Proceeds from the sale of investment		(2,016	)		1,104
Purchase of fixed assets		-			(28,319	)
NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES		(2,016	)		(27,215	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances to officer		(613	)		(9,069	)
Proceeds from promissory note		372,689			-
Purchase of treasury stock		(961	)		(1,104	)
Proceeds from credit line		92,440			(113,156	)
NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES		463,555			(123,329	)
NET DECREASE IN CASH		(191,682	)		(302,161	)
CASH, BEGINNING OF PERIOD		589,472			443,703
CASH, END OF PERIOD	$	397,790		$	141,542
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	12,530		$	16,910
Income taxes	$	-		$	52,948

The accompanying notes are an integral part of these consolidated financial statements

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AMEXDRUG CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2012

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 nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.  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, 2011.

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

Income per Share 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 nine months ended September 30, 2012, because there are no outstanding dilutive instruments.

3. CAPITAL STOCK

During the nine months ended September 30, 2012, 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 2010.

The Company accounts for uncertainty in tax positions by recognition in the financial statements.

The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

5.  PROMISSORY NOTE

On July 30, 2012, the Company entered into a promissory note line of credit in the amount of $393,930, of which $372,689 has been disbursed to the Company for the purchase of a labeling machine. The note bears interest at 4.5% on the unpaid balance per annum over 360 days based on the actual number of days outstanding. The principal and interest is paid in accordance with the following schedule; there will be three (3) monthly consecutive interest payments, beginning August 30, 2012; 59 monthly consecutive principal and interest payments of $5,488 each, beginning November 30, 2012; and one principal and interest payment of $104,456 on October 30, 2017, based on an outstanding balance of $372,689. As of September 30, 2012, the principal amount outstanding on the note was $372,689.

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AMEXDRUG CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

SEPTEMBER 30, 2012

6.  BUSINESS SEGMENT INFORMATION

Beginning in 2005, 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 the manufacture and distribution of primarily health and beauty products.

The following tables describe information regarding the operations and assets of these reportable business segments:

			Health and
			Beauty
	Distributions		Products		Total
For the period ended September 30, 2012
Sales to external customers	$	5,316,285	$	1,348,148	$	6,664,433
Depreciation and amortization		2,429		5,051		7,479
Segment income (loss) before taxes		29,778		234,470		264,248
Segment assets		1,333,411		847,296		2,180,707
For the period ended September 30, 2011
Sales to external customers	$	8,459,446	$	1,102,569	$	9,562,015
Depreciation and amortization		2,430		1,422		3,852
Segment income (loss) before taxes		500,012		15,907		515,919
Segment assets		829,809		587,105		1,416,914

7. SUBSEQUENT EVENT

On October 25, 2012, the Board of Directors approved a 20 for 1 forward stock split and increase in the number of authorized shares of the Company’s common stock from 50,000,000 shares to 1,000,000,000 shares to be effective on November 30, 2012.  The effects of the 20 to 1 forward split have been applied to the financial statements as though the forward split has already occurred.  Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no additional subsequent events to be reported.

8. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company’s principal executive offices and its warehouse and distribution operations moved to 7251 Condor Street, Commerce California in March 2011. The Company leases 27,500 square feet at a rental rate of $7,700 per month. The rental amount is scheduled to increase to $8,800 per month effective March 1, 2013. The lease expires in March 2014.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Amexdrug Corporation is located at 7251 Condor Street, Commerce, California 90040.  Its phone number is (323) 725-3100.  Its fax number is (323) 725-3133. 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 30 years.

Amexdrug Corporation, through its wholly-owned subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care, Inc., is a 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 attempting to maximize the return of investments to our shareholders.

Amexdrug Corporation distributes its products through its subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care, Inc. primarily to independent pharmacies and secondarily to small-sized pharmacy chains, alternative care facilities and other wholesalers and retailers in the state of California.

BioRx Pharmaceuticals, Inc. is a proud member of the National Association of Chain Drug Stores (NACDS). BioRx Pharmaceuticals, Inc. has developed numerous unique innovative products in the industry under the name Sponix.

 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 Amazon, and hundreds of independent pharmacies. Of the estimated 100,000 retailers (drug stores and food mass), our goal is to have 20,000 stores carry our products in 2012.

 References in this report to "we," "our," "us," the "company" and "Amexdrug" refer to Amexdrug Corporation and also to our subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care.

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 September 30, 2012, including 14,672 shares held as treasury shares.  After giving effect to the 20 for 1 forward stock split and the increase in the number of authorized common shares scheduled to occur to the Company’s common stock on November 30, 2012, the Company will then have 1,000,000,000 shares of authorized common stock $.001 par value, 169,409,620 post-split shares of its common stock outstanding including 293,440 post-split shares held as treasury shares.

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.

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A total of fourteen innovative health and wellness products have been for sale by BioRx Pharmaceuticals, Inc. 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 are being marketed under the

name of Sponix, and are being sold under the name of BioRx Pharmaceuticals.  In addition BioRx Pharmaceuticals sells pharmacy and laboratory supplies.

Allied Med, Inc.

On December 31, 2001, Amexdrug acquired all of the issued and outstanding common shares of Allied Med, Inc., an Oregon corporation, in a share exchange in a related party transaction.

Allied Med, Inc., 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. At Allied Med our sincere interest is our customers' needs. Our competitive discount pricing allows our customers an advantage.

Amexdrug assumed the operations of Allied Med, and Amexdrug has been building on the wholesale pharmaceutical 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 an 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.

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 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.

11

Lease Agreements and Certain Other Contracts

The Company's principal executive offices and its warehouse and distribution operations moved to 7251 Condor Street, Commerce California in March 2011.  The Company leases 27,500 square feet at a rental rate of $7,700 per month.  The rental amount is scheduled to increase to $8,800 per month effective March 1, 2013.  Approximately 2,500 square feet of the premises is used for executive offices, and the balance of the premises is used for warehouse and distribution operations.  The lease is for a period of three years which commenced on March 1, 2011 and terminates on February 28, 2014.  The Company has the option to extend the lease for two additional three year periods.  If the Company exercises the first option to extend, the rental rate would increase to $9,900 per month effective March 1, 2014, $11,000 per month effective March 1, 2015 and $11,550 per month effective March 1, 2016. If the Company exercises the second option to extend, the rental rate would be adjusted to a fair market rental value as may be agreed to by the parties or as may be determined by an appraiser or arbitrator as provided in the Option to Extend Addendum. Payment of the lease has been personally guaranteed by Jack Amin and his wife, Nora Amin.  The Company believes this space will be sufficient for at least the next twelve months.

The Company’s Dermagen, Inc. manufacturing operations are currently located at 2500 East Fender Avenue, Units I&J, Fullerton, California, which is leased under one lease agreement dated March 1, 2011.  The Company leases approximately 3,520 square feet at a rental rate of $2,464 per month.  The lease was amended in early 2012 to extend the lease term for a period of one year.  The lease will now expire on February 28, 2013.  Payment of the lease has been personally guaranteed by Jack Amin. The Company believes this space will be sufficient for at least the next twelve months.

The Company believes that the various facilities covered by the leases described above will be sufficient for at least the next twelve months.

The Company’s loan agreement with Nora Amin is verbal, and it has a balance owing of $108,023 as of September 30, 2012.  The Company does not have written contracts with its major suppliers or buyers.

The Company entered into a business loan agreement and promissory note line of credit during June 2012 with National Bank of California for $393,920.  The Company drew $372,689 on the line of credit to purchase a labeling machine.  The note bears interest at 4.5% on the unpaid balance per annum over 360 days based on the actual number of days outstanding. The principal and interest is paid in accordance with the following schedule; there will be three (3) monthly consecutive interest payments, beginning August 30, 2012; 59 monthly consecutive principal and interest payments of $5,488 each, beginning November 30, 2012; and one principal and interest payment of $104,456 on October 30, 2017, based on an outstanding balance of $372,689. As of September 30, 2012, the principal amount outstanding on the note was $372,689.

The Company renewed a promissory note during June 2012 from National Bank of California for $700,000, which as of September 30, 2012 has a balance owing of $663,652. The interest rate is 2.5% over the index payable every month. The note matures on June 9, 2013.

The Company has a written line of credit agreement with Wells Fargo Bank for $70,000, which as of September 30, 2012 has a balance owing of $60,690. The interest rate is prime plus 4% payable every month.

Copies of the Company’s written lease agreements and material contracts have been filed as exhibits to certain of its quarterly and annual reports.  See the Exhibit Index for a description of these agreements and for information on where copies can be found.

Business Segments

Since 2005, Amexdrug has had 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 the manufacture and distribution of primarily health and beauty products.

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Manufacturing includes expertise in research and development for health care industry products, including pharmacy supplies.

Results of Operations

For the Three Months Ended September 30, 2012.

Revenues.

For the three months ended September 30, 2012, Amexdrug reported sales of $2,168,740, comprised of $1,692,967 of sales from the Company’s pharmaceutical wholesale business of selling brand name and generic pharmaceutical products and over the counter(OTC) health and beauty products, and $475,773 of sales of health and beauty products manufactured by the Company.  This is $931,478less than the $3,100,218 of sales reported for the three months ended September 30, 2011, which was comprised primarily of $2,747,163 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 $353,055 of sales of health and beauty products manufactured by the Company.  During the three month period ended September 30, 2012, Amexdrug experienced a decrease in total sales due, in part, to declining sales of some brand name drugs which became generically available and also due to the loss of some customers.

Costs of Goods Sold.

Cost of goods sold for the three months ended September 30, 2012 was $1,933,611 a decrease of $843,326from the $2,776,937 cost of goods sold for the three months ended September 30, 2011.  The decrease is attributable to the decrease in sales in the later period.

Gross Profit.

During the three months ended September 30, 2012 gross profit decreased by $88,152to $235,129 or 10.8%of sales, from the $323,281, or 10.4% of sales recorded for the three months ended September 30, 2011.  The increase in gross profit margin is largely attributable to a decrease in total sales offset by an increase in the percentage of sales of higher gross margin products sold in the three month period ended September 30, 2012.

Expenses.

Total operating expenses, consisting entirely of selling, general and administrative expenses, for the three months ended September 30, 2012 were $179,084, a decrease of $7,341 from the total operating expenses of $186,425 recorded for the three months ended September 30, 2011.

Net Income.

During the three months ended September 30, 2012, Amexdrug earned net income of $35,861, as compared to the net income of $82,521earned in the three months ended September 30, 2011.  Amexdrug’s $46,660 decrease in net income during the three month period ended September 30, 2012 is attributable largely to the smaller gross profit generated from decreased sales of goods in the later period.

For the Nine Months Ended September 30, 2012.

Revenues.

For the nine months ended September 30, 2012, Amexdrug reported sales of $6,664,433, comprised of $5,316,285 of sales from the Company’s pharmaceutical wholesale business of selling brand name and generic pharmaceutical products and over the counter (OTC) health and beauty products, and $1,348,148 of sales of health and beauty products manufactured by the Company.  This is $2,897,582less than the $9,562,015of sales reported for the nine months ended September 30, 2011 which was comprised primarily of $8,459,446 of 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 $1,102,569 of sales of health and beauty products manufactured by the Company.  During the nine month period ended September 30, 2012, Amexdrug experienced a decrease in total sales due, in part, to declining sales of some brand name drugs which became generically available and also due to the loss of some customers.

13

Costs of Goods Sold.

Cost of goods sold for the nine months ended September 30, 2012 was $5,808,393, a decrease of $2,677,659from the $8,486,052 cost of goods sold for the nine months ended September 30, 2011.  The decrease is attributable to the decrease in sales in the later period.

Gross Profit.

During the nine months ended September 30, 2012 gross profit decreased by $219,923 to $856,040, or 12.8%of sales, from the $1,075,963, or 11.3% of sales recorded for the nine months ended September 30, 2011.  The increase in gross profit margin is largely attributable to a decrease in total sales offset by an increase in the percentage of sales of higher gross margin products sold in the first nine months of 2012.

Expenses.

Total operating expenses, consisting entirely of selling, general and administrative expense, for the nine months ended September 30, 2012 were $565,112, an increase of $37,048 from the total operating expenses of $528,064 recorded for the nine months ended September 30, 2011.  The increase in selling, general and administrative expenses is primarily attributable to increased marketing expense in the later period, partially offset by decreased commissions payable on decreased sales in the later period.

Net Income.

During the nine months ended September 30, 2012, Amexdrug earned net income of $182,278, a decrease of $135,907 from the net income of $318,185 earned in the nine months ended September 30, 2011. Amexdrug's decrease in net income during the nine month period ended September 30, 2012 is attributable largely to the smaller gross profit generated from decreased sales of goods in the later period.

Liquidity and Capital Resources – September 30, 2012

As of September 30, 2012, Amexdrug reported total current assets of $2,091,507, comprised of cash and cash equivalents of $397,790, accounts receivable of $550,376, inventory of $717,249, prepaid expenses of $412,894 a deferred tax asset of $8,200 and an investment of $4,998. Total assets as of September 30, 2012 were $2,180,707 which included total current assets, plus net property and equipment of $42,534, other deposits of $28,212, Trademark of  $689, and goodwill of $17,765.

Amexdrug’s liabilities as of September 30, 2012 consisted primarily of accounts payable of $346,638, notes payable to related parties of $109,081, business line and short term promissory note of $724,343, corporate tax payable of $72,262 and promissory note, current portion of $58,370.

During the nine months ended September 30, 2012, Amexdrug used $653,221 cash in operating activities compared to $151,617 cash used in operating activities in the nine months ended September 30, 2011.  The primary adjustments to reconcile net income to net cash used in operating activities during the nine months ended September 30, 2012 were as follows:  a decrease in accounts receivable of $103,573, an increase in inventory of $519,073, an increase in prepaid expenses of $367,381, a decrease in accounts payable and accrued liabilities of $136,645, and an increase in corporate income tax payable of $72,262.  Amexdrug had $397,790in cash and cash equivalents at September 30, 2012.  Operations have primarily been funded through cash generated from operations and through increased borrowings when needed.  Management does not anticipate that Amexdrug will need to seek additional financing during the next twelve months.

14

Stock Repurchases

Between approximately June 2007 and September 30, 2012, Amexdrug repurchased a total of 14,672 pre-split shares of its common stock at prices ranging from a low of $0.20 per pre-split share to a high of $3.03 per pre-split share.  Giving effect to the 20 for 1 forward stock split planned to take effect on November 30, 2012, this is equivalent to repurchasing a total of 293,440 post-split shares at prices ranging from a low of $0.01 per post-split share to a high of $0.15 per post-split share. These shares are held by Amexdrug as treasury shares. Amexdrug anticipates that it may make additional small purchases of its shares throughout the remainder of 2012.

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 $0 and $0 on capital expenditures during the three month periods ended September 30, 2012 and 2011, respectively.  The Company has paid for a labeling machine (currently in prepaid expenses) in the amount of $372,689 which was received in November 2012.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, 2011, 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.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

A “smaller reporting company” (as defined by Item 10 of the Regulation S-K) is not required to provide the information required by this Item.

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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 September 30, 2012.  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 September 30, 2012, 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 the 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 September 30, 2012, 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, 2007.

Item 3.   Defaults Upon Senior Securities.

              None; not applicable.

Item 4.   Mine Safety Disclosures.

              None; not applicable.

Item 5.   Other Information.

              None; not applicable.

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Item 6. Exhibits.

          (a) Exhibits.

The following exhibits are filed as part of this report.

EXHIBIT INDEX

Exhibit		Exhibit
Number	Description	Location
2.1	Agreement and Plan of Merger (to change domicile from California)	1
2.2	Agreement and Plan of Reorganization	2
3.1	Articles of Incorporation	3
3.2	By-Laws	3
3.3	Certificate of Change Pursuant to N.R.S.78.209	This Filing
10.1	Promissory Note with National Bank of California dated June 23, 2008	5
10.2	Change in Terms Agreementwith National Bank of  California dated June 9, 2009	5
10.3	Change in Terms Agreementwith National Bank of California dated March 3, 2009	6
10.4	Change in Terms Agreement with National Bank of  California dated December 21, 2011	8
10.5	Change in Terms Agreement with National Bank of  California dated June 9, 2012	This Filing
10.6	Subordination Agreement between Nora Y. Amin, National Bank of California, Amexdrug and its  subsidiaries dated June 9, 2009	6
10.7	Business Loan Agreementbetween National Bank of  California, Amexdrug and its subsidiaries dated  June 23, 2008	6
10.8	Commercial SecurityAgreementbetween National Bank of California, Amexdrug and its subsidiaries dated June 23, 2008	6
10.9	Commercial Guaranteebetween National Bank of  California, Jack N. Amin, Amexdrug and its Subsidiaries	6
10.10	Commercial Guaranteebetween National Bank of  California, Nora Y. Amin, Amexdrug and its Subsidiaries	6

17

10.11	Lease Agreement between Fullerton Business Center, LLC, Lessor, and Allied Med, Inc., Lessee, dated March 1, 2011 (Units I & J)	7
10.12	First Amendment to Lease Extending Lease Term (Units I & J) dated January 18, 2012	8
10.13	Guaranty of Lease by Jack Amin (Units I & J)	7
10.14	Lease Agreement between Condor Associates, LLC, Lessor, and Allied Med, Inc., Lessee, dated February 22, 2011	7
10.15	Guaranty of Lease by Jack Amin and Nora Amin	7
10.16	Business Loan Agreement between National Bank of California, Amexdrug and its Subsidiaries dated July 30, 2012	This Filing
10.17	Promissory Note with National Bank of California dated July 30, 2012	This Filing
14.1	Code of Ethics	4
21.1	List of Subsidiaries of Amexdrug Corporation	6
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002	This Filing
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002	This Filing
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002	This Filing
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002	This Filing
101.INS	XBRL Instance Document	9
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	9
101.LAB	XBRL Taxonomy Extension Label Linkbase	9
101.DEF	XBRL Taxonomy Extension Definition Linkbase	9
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	9
101.SCH	XBRL Taxonomy Extension Schema	9

18

       Summaries of all exhibits contained within this report are modified in their entirety by reference to these Exhibits.

1               Exhibit 2.1 is incorporated by reference from Amexdrug’s Form 8-K Current Report filed December 21, 2001 as Exhibit No. 10.01.

2               Exhibit 2.2 is incorporated by reference from  Amexdrug’s Form 8-K Current Report filed January 15, 2002 as Exhibit No. 10.01.

3               Exhibit 3.1 and 3.2 are incorporated by reference from Amexdrug’s Form 10-KSB for the year ended December 31, 2001 filed on April 1, 2002.

4               Exhibit 14.1 is incorporated by reference from Amexdrug’s Form 10-K for the year ended December 31, 2008 filed April 13, 2009

5               Exhibits 10.1 and 10.2 are incorporated  by reference From Amexdrug’s Form 10-Q for the period ended June 30, 2009 filed August 14, 2009

6.              Exhibits 10.3 and 10.6 through 10.10 and 21.1 are incorporated by reference from Amexdrug’s Form 10-Q/A for the period ended June 30, 2009 filed September 18, 2009

7.              Exhibits 10.11, and 10.13 through 10.15 are incorporated by reference from Amexdrug’s Form 10-K for the year ended December 31, 2010 filed March 31, 2011

8.              Exhibits 10.4 and 10.12 are incorporated by reference From Amexdrug’s Form 10-K for the year ended December 31, 2011 filed March 31, 2012

9               Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

19

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMEXDRUG CORPORATION
Date: November 14, 2012	By: /s/ Jack Amin
	Jack Amin
	Director, President, Chief Executive Officer,
	Chief Financial Officer and Chief Accounting Officer

20

EX-3.3

Exhibit 3.3

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

1.  Name of corporation:

Amexdrug Corporation

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3.  The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

50,000,000 authorized Common Shares, par value $ 0.001 per share

4.  The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 1,000,000,000 authorized Common Shares, par value $0.001 per share

5.  The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

8,470,481 outstanding Common Shares will be forward split on a 20 for 1 basis to 169,409,620 Common Shares

6.  The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

None

7.  Effective date and time of filing: (optional) Date: November 30, 2012 Time: 5:00 p.m. EDT

(must not be later than 90 days after the certificate is filed)

8.  Signature:  (required)

X /s/ Jack Amin                                                                                                           President

Signature of Officer                                                                                                     Title

IMPORTANT:  Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.                                                                                                                                     Nevada Secretary of State Stock Split

Revised 8-31-11

EX-10.5

Exhibit 10.5

CHANGE IN TERMS AGREEMENT

Principal $700,000.00	Loan Date 06-09-2012	Maturity 06-09-2013	Loan No. 930610000	Call/Coll	Account	Officer RK	Initials /s/
References in the boxes above are for Lender’s Use only and do not limit the applicability of this document to any particular loan or item. Any Item above containing “***” has been omitted due to text length limitations.

Borrower:	Amexdrug Corporation, Allied Med, Inc.; Dermagen, Inc.; Royal Health Care, Inc.; andBiorx	Lender:	National Bank of California
	Pharmaceuticals, Inc.		Corporate Banking Department
	7251 Condor Street		12121 Wilshire Boulevard
	Commerce, CA 90040		14th Floor
			Brentwood, CA 90025

 Principal Amount: $700,000.00   Date of Agreement: June 9, 2012

DESCRIPTION OF EXISTING INDEBTEDNESS:  The Promissory Note dated June 23, 2008 in the principal amount of $150,000.00 and Business Loan Agreement (Asset Based) dated June 9, 2011 and subsequent Change in Terms Agreements dated March 3, 2009, June 9, 2009, June 9, 2010, June 9, 2011 and December 12, 2011, with an outstanding principal balance of $309,806.94 as of July 30, 2012.

DESCRIPTION OF CHANGE IN TERMS:  The Maturity of the Note is hereby extended from June 9, 2012 to June 9, 2013.

The percentage points over the index are hereby decreased from 2.500% to 2.250%.

The interest rate floor in the Note is hereby decreased from 6.000% to 5.500%.

The paragraph entitled “Tangible Net Worth Requirements” in the Business Loan Agreement (Asset Based) is hereby amended as follows:

Tangible Net Worth Requirements.  Other Net Worth requirements are as follows:  Borrower shall remain profitable and increase Net Worth at each Fiscal Year End.

CONTINUING VALIDITY.  Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect.  Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms.  Nothing in this Agreement will constitute a satisfaction of the obligation(s).  It is the intention of Lender to retain as liable parties all makers or endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing.  Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement.  If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it.  This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

PRIOR TO SIGNING THIS AGREEMENT, BORROWERS READ AND UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT.  BORROWERS AGREE TO THE TERMS OF THE AGREEMENT.

AMEXDRUG CORPORATION

By:__/s/ Jack N. Amin                                          

      Jack N. Amin, President/ Secretary of Amexdrug Corporation

ALLIED MED INC.

By:__/s/ Jack N. Amin                                         

      Jack N. Amin, President/ Secretary of Allied Med Inc.

DERMAGEN, INC.

By:__/s/ Jack N. Amin                                          

      Jack N. Amin, President/ Secretary of Dermagen, Inc.

ROYAL HEALTH CARE, INC.

By:__/s/ Jack N. Amin                                           

      Jack N. Amin, President/ Secretary of Royal Health Care, Inc.

BIORX PHARMACEUTICALS, INC.

By:__/s/ Jack N. Amin                                           

      Jack N. Amin, President/ Secretary of  Biorx Pharmaceuticals, Inc.

See next page for additional signers

	CHANGE IN TERMS AGREEMENT
Loan No. 930610000	(Continued)	Page 2

PRIOR TO SIGNING THIS AGREEMENT, GUARANTORS READ AND UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT.  GUARANTORS AGREE TO THE TERMS OF THE AGREEMENT.

GUARANTORS:

x__/s/ Jack N. Amin              

  Jack N. Amin

x__/s/ Nora Y Amin                                 

  Nora Y Amin

LASER PRO LENDING VER. 5.58.20.001 Copr. Harland Financial Solutions, Inc. 1997, 2011.  All rights reserved.

EX-10.16

Exhibit 10.16

BUSINESS LOAN AGREEMENT

Principal $393,920.00	Loan Date 07-30-2012	Maturity 10-30-2017	Loan No. 930764000	Call/Coll	Account	Officer RK	Initials /s/
References in the boxes above are for Lender’s Use only and do not limit the applicability of this document to any particular loan or item. Any Item above containing “***” has been omitted due to text length limitations.

Borrower:	Amexdrug Corporation; Allied MedInc.; Dermagen, Inc.; Royal HealthCare, Inc.; and Biorx Pharmaceuticals, Inc.	Lender:	National Bank of California Corporate Banking Department
	7251 Condor Ave.		12121 Wilshire Boulevard14th Floor
	Commerce, CA 90040		Brentwood, CA 90025

THIS BUSINESSLOAN AGREEMENTdated July 30, 2012, is made and executed between Amexdrug Corporation;Allied Med Inc.; Dermagen, Inc.; RoyalHealth Care, Inc.; and Biorx Pharmaceuticals, Inc, ("Borrower") and National Bank of California ("Lender") on the following terms and conditions. Borrowerhas received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agreesthat: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loanby Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. This Agreement shall apply to any and all present and future loans, loan advances, extension of credit, financial accommodations and other agreements and undertakings of every nature and kind that may be entered into by and between Borrower and Lender now and in the future.

TERM. This Agreement shall be effective as of July 30, 2012, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid In full, Including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.

CONDITIONS PRECEDENTTO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

LoanDocuments. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) subordinations; (7) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel.

Borrower's Authorization. Borrower shall have provided in farm and substance satisfactory to Lender properly certified resolutions, duly `authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.

Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

Representations and Warranties, The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.

No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.

Line of Credit. This Note evidences a straight line of credit, once the total amount of principal has been advanced; Borrower is not entitled to further loan advances. Advances under this Note may be requested only in writing by Borrower or as provided in this paragraph. All communications, Instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following persons currently are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of their authority: Jack N. Amin, President/Secretary of Amexdrug Corporation; Jack N. Amin, President/Secretary of Allied Med Inc.; Jack N. Amin, President/Secretary of Dermagen, Inc.; Jack N. Amin, President/Secretary of Royal Health Care, Inc. and Jack N. Amin, President/Secretary of Biorx Pharmaceuticals, Inc. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is In default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, Including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (0) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.

MULTIPLE BORROWERS.This Agreement has been executed by multiple obligors who are referred to in this Agreement Individually, collectively and interchangeably as “Borrower.” Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be clue Lender or others.

REPRESENTATIONSAND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any indebtedness exists:

BUSINES LOAN AGREEMENT

Loan No: 930764000 (Continued) Page 2

Organization, Amexdrug Corporation is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and In good standing under and by virtue of the laws of the State of Nevada, Amexdrug Corporation is duly authorized to transact business in the State of California and all other states in which Amexdrug Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state In which Amexdrug Corporation is doing business. Specifically, Amexdrug Corporation is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition, Amexdrug Corporation has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Amexdrug Corporation maintains an office at 7251 Condor Ave., Commerce, CA 80040. Unless Amexdrug Corporation has designated otherwise in writing, the principal office is the office at which Amexdrug Corporation keeps its books and records including its records concerning the Collateral. Amexdrug Corporation will notify Lender prior to any change in the location of Amexdrug Corporation's state of organization or any change in Amexdrug Corporation's name. Amexdrug Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Amexdrug Corporation and Amexdrug Corporation's business activities.

Allied Med Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oregon.  Allied Med Inc. is duly authorized to transact business in the State of California and all other states in which Allied Med Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Allied Med Inc. is doing business. Specifically, Allied Med Inc, is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Allied Med Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Allied Med Inc. maintains an office at 6312 SW Capitol Highway, #226, Portland, OR 97201. Unless Allied Med Inc. has designated otherwise in writing, the principal office is the office at which Allied Med inc. keeps its books and records including its records concerning the Collateral. Allied Med Inc. will notify Lender prior to any change in the location of Allied Med Inc.'s state of organization or any change in Allied Med Inc.'s name. Allied Med Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Allied Med Inc. and Allied Med Inc.'s business activities.

Dermagen, Inc. is a corporation for profit which Is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California. Dermagen, Inc. is duly authorized to transact business in all other states in which Dermagen, Inc, is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Dermagen, Inc, is doing business. Specifically, Dermagen, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Dermagen, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage, Dermagen, Inc. maintains an office at 7251 Condor Ave., Commerce, CA 90040. Unless Dermagen, Inc. has designated otherwise in writing, the principal office is the office at which Dermagen, Inc. keeps its books and records including its records concerning the Collateral, Dermagen, Inc, will notify Lander prior to any change in the location of Dermagen, Inc.'s state of organization or any change in Dermagen, Inc.'s name. Dermagen, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Dermagen, Inc. and Dermagen, Inc.'s business activities.

Royal Health Care, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Nevada. Royal Health Care, Inc. is duly authorized to transact business in the State of California and all other states in which Royal Health Care, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Royal Health Care, Inc. is doing business. Specifically, Royal Health Care, Inc, is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Royal Health Care, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Royal Health Care, Inc. maintains an office at 318 N. Carson St,, Suite 208, Carson City, NV 89701. Unless Royal Health Care, Inc. has designated otherwise in writing, the principal office is the office at which Royal Health Care, Inc, keeps Its books and records Including its records concerning the Collateral, Royal Health Care, Inc. will notify lender prior to any change in the location of Royal Health Care, Inc.'s state of organization or any change in Royal Health Care, Inc.'s name. Royal Health Care, Inc, shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Royal Health Care, Inc. and Royal Health Care, Inc.'s business activities.

Biorx Pharmaceuticals, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Nevada. Biorx Pharmaceuticals, Inc. is duly authorized to transact business In the State of California and all other states in which Biorx Pharmaceuticals, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Biorx Pharmaceuticals, Inc. is doing business. Specifically, Biorx Pharmaceuticals, Inc, is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Biorx Pharmaceuticals, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Biorx Pharmaceuticals, Inc. maintains an office at 318 N. Carson St., Suite 208, Carson City, NV 89701. Unless Biorx Pharmaceuticals, Inc. has designated otherwise in writing, the principal office is the office at which Biorx Pharmaceuticals, Inc. keeps its books and records including its records concerning the Collateral. Biorx Pharmaceuticals, Inc. will notify Lender prior to any change in the location of Biorx Pharmaceuticals, Inc.'s state of organization or any change in Biorx Pharmaceuticals, Inc.'s name. Biorx Pharmaceuticals, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Biorx Pharmaceuticals, Inc. and Biorx Pharmaceuticals, Inc.'s business activities.

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower, do not require the consent or approval of any other person, regulatory authority, or governmental body, and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Borrower has the power and authority to enter into the Note and the Related Documents and to grant collateral as security for the loan. Borrower has the further power and authority to own and to hold all of Borrower's assets and properties, and to carry on Borrower's business as presently conducted.

Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.

Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently clue and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled In Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (6) years.

BUSINES LOAN AGREEMENT

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Hazardous Substances, except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of-Borrower's ownership of the Collateral there has bean no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any suchlaws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral, The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.

Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower In good faith in the ordinary course of business and for which adequate reserves have been provided.

Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral.

Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.

Commercial Purposes. Borrower intends to use the Loan proceeds solely for business or commercially related purposes.

Employee Benefit Plans. Each employee benefit plan as to which Borrower may have any liability compiles In all material respects with all applicable requirements of law and regulations, and (1) no Reportable Event nor Prohibited Transaction (as defined in ERISA) has occurred with respect to any such plan, (2) Borrower has not withdrawn from any such plan or initiated steps to do so, (3) no steps have been taken to terminate any such plan or to appoint a trustee to administer such a plan, and (4) there are no unfunded liabilities other than those previously disclosed to Lender in writing.

Investment Company Act. Borrower is not an "Investment company" or a company "controlled" by an "Investment company", within the meaning of the Investment Company Act of 1940, as amended.

Public Utility Holding Company Act. Borrower is not a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

Regulations T and U. Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System),

Information, All information previously furnished or which is now being furnished by Borrower to Lender for the purposes of or in connection with this Agreement or any transaction contemplated by this Agreement is, and all information furnished by or on behalf of Borrower to Lender in the future will be, true and accurate In every material respect on the date us of which such information is dated or certified; and no such information is or will be incomplete by omitting to state any material fact the omission of which would cause the information to be misleading.

Claims and Defenses. There are no defenses or counterclaims, offsets or other adverse claims, demands or actions of any kind, personal or otherwise, that Borrower, any Grantor, or any Guarantor could assert with respect to the Note, Loan, this Agreement, or the Related Documents,

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains In effect, Borrower will:

Repayment. Repay the Loan in accordance with its terms and the terms of this Agreement.

Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. In addition, Borrower shall provide Lender with written notice of the occurrence of any Event of Default, the occurrence of any Reportable Event under, or the Institution of steps by Borrower to withdraw from, or the institution of any steps to terminate, any employee benefit plan as to which Borrower may have any liability.

Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's booksand records at all reasonable times.

Financial Statements. Furnish Lender with the following:

Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, audited by a certified public accountant satisfactory to Lender.

Interim Statements. As soon as available, but In no event later than 45 days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower in form satisfactory to Lender.

Tax Returns. As soon as available, but In no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Borrower's Federal and other governmental tax returns, prepared by a tax professional satisfactory to Lender.

Additional Requirements.

Annual Statements. As soon as available, but In no event later than ninety (90) days after the end of each year, Guarantor's balance sheet and Income statement for the year ended, satisfactory to Lender.

Guarantor Tax Returns. As soon as available, but In no event later than thirty (30) days after the applicable filing date for the tax reporting period ended. Federal and other governmental tax returns, satisfactory to Lender.

All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct.

Additional Information. Furnish such additional information and statements, as Lender may request from time to time.

Financial Covenants and Ratios. Comply with the following covenants and ratios:

BUSINES LOAN AGREEMENT

Loan No: 930764000 (Continued) Page 4

Tangible Net Worth Requirements. Other Net Worth requirements are as follows: Borrower shall remain profitable and increase Net Worth at each Fiscal Year End.

Additional Requirements, Borrower shall maintain is primary business account with Lender.

Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct.

Insurance. Maintain fire and other risk Insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each Insurance policy also shall include an endorsement providing that coverage In favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets In which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require,

Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.

Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantors named below, on Lender's forms, and in the amounts and under the conditions set forth in those guaranties,

Names of Guarantors	Amounts
Jack N. Amin	Unlimited
Nora Y. Amin	Unlimited

Subordination, Prior to disbursement of any Loan proceeds, deliver to Lender a subordination agreement on Lender's forms, executed by Borrower's creditor named below, subordinating all of Borrower's Indebtedness to such creditor, or such lesser amount as may be agreed to by Lender in writing, and any security Interests in collateral securing that indebtedness to the Loans and security interests of Lender.

Name of Creditor

Nora Y. Amin

Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lander immediately in writing of any default In connection with any other such agreements.

Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing.

Taxes, Charges and Liens. Pay and discharge when due all of its Indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.

Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender, and in all other loan agreements now or in the future existing between Borrower and any other party. Borrower shall notify Lender immediately in writing of any default In connection with any agreement.

Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.

Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and-to-the-use-or-occupancy-of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest In good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, Including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, In Lender's sole opinion, Lender's interests in the Collateral are not Jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.

Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense.

Change of Location. Immediately notify Lender in writing of any additions to or changes in the location of Borrower's businesses.

Title to Assets and Property. Maintain good and marketable title to all of Borrower's assets and properties.

Notice of Default, Litigation and ERISA Matters. Forthwith upon learning of the occurrence of any of the following, Borrower shall provide Lender with written notice thereof, describing the same and the steps being taken by Borrower with respect thereto: (1) the occurrence of any Event of Default, or (2) the Institution of, or any adverse determination in, any litigation, arbitration proceeding or governmental proceeding, or (3) the occurrence of a Reportable Event under, or the institution of steps by Borrower to withdraw from, or the institution of any steps to terminate, any employee benefit plan as to which Borrower may have any liability.

Other Information. From time to time Borrower will provide Lender with such other Information as bender may reasonably request.

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Employee Benefit Plans. So long as this Agreement remains In effect, Borrower will maintain each employee benefit plan as to which Borrower may have any liability, in compliance with all applicable requirements of law and regulations.

Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources.

Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or Its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests,

RECOVERYOF ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation or guideline, or the interpretation or application of any thereof by any court or administrative or governmental authority (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation In reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.

LENDER'S EXPENDITURES.If any action or proceeding Is commenced that would materially affect Lender's interest in the Collateral or if Borrower falls to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral, All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the indebtedness and, at Lender's option, will (A) be payable on demand; (13) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.

NEGATIVECOVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:

Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest In, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts, except to Lender.

Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change Its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable. in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and Is continuing or would result from the payment of dividends, If Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time In amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or altar or amend Borrower's capital structure.

Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest In any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.

Agreements.Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations under this Agreement or in connection herewith.

CESSATION OFADVANCES. If Lender has made any commitment to make ally Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes Insolvent, files a petition In bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change En Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender In goodfaith deems itself insecure, even though no Event of Default shall have occurred.

RIGHT OF SETOFF.To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account), This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:

Payment Default. Borrower fails to make any payment when due under the Loan.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default In Favorof Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf, or made by Guarantor, under this Agreement or the Related Documents In connection with the obtaining of the Loan evidenced by the Note or any security document directly or indirectly securing repayment of the Note is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

BUSINES LOAN AGREEMENT

Loan No: 930764000 (Continued) Page 6

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any ofBorrower's accounts,including deposit accounts, with Lender. However, this Event ofDefault shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Execution; Attachment. Any execution or attachment is levied against the Collateral, and such execution or attachment is not set aside, discharged or stayed within thirty (30) days after the same is levied.

Change in Zoningor Public Restriction. Anychange inany zoningordinance orregulation or anyother public restriction isenacted, adopted or implemented, that limits or defines the uses which may be made of the Collateral such that the present or intended use of the Collateral, as specified in the Related Documents, would be in violation of such zoning ordinance or regulation or public restriction, as changed.

Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the Collateral.

Judgment. Unless adequately covered by insurance in the opinion of Lender, the entry of a final judgment for the payment of money involving morethan ten thousand dollars ($10,000.00) against Borrower and the failure by Borrower to discharge the same, or causeIt to be discharged, or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order, decree or process under which or pursuant to which such judgment was entered.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is Impaired.

Insecurity. Lender in good faith believes itself insecure.

Right to Cure. If any default, other than a default on indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

EFFECTOF AN EVENTOF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness Immediately will become due and payable, all without notice of any kind to Borrower, except that In the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise Its rights and remedies.

ADDITIONAL DOCUMENTS. Borrower shall provide Lender with the following additional documents:

CorporateResolution. Amexdrug Corporation has provided or will provide Lender with a certified copy of resolutions properly adopted by Amexdrug Corporation's Board of Directors, and certified by Amexdrug Corporation's corporate secretary, assistant secretary, or other authorized officer, under which Amexdrug Corporation's Board of Directors authorized one or more designated officers or employees to execute this Agreement, the Note end any and all Security Agreements directly or indirectly securing repayment of the same, and to consummate the borrowings and other transactions as contemplated under this Agreement, and to consent to the remedies following any default by Amexdrug Corporation as provided In this Agreement and in any Security Agreements.

Corporate Resolution. Allied Med Inc. has provided or will provide Lander with a certified copy of resolutions properly adopted by Allied Med Inc.'s Board of Directors, and certified by Allied Mad Inc.'s corporate secretary, assistant secretary, or other authorized officer, under which Allied Med Inc.'s Board of Directors authorized one or more designated officers or employees to execute this Agreement, the Note and any and all Security Agreements directly or Indirectly securing repayment of the same, and to consummate the borrowings and other transactions as contemplated under this Agreement, and to consent to the remedies following any default by Allied Med Inc. as provided in this Agreement and in any Security Agreements.

Corporate Resolution. Dermagen, Inc. has provided or will provide Lender with a certified copy of resolutions properly adopted by Dermagen, Inc.'s Board of Directors, and certified by Dermagen, Inc.'s corporate secretary, assistant secretary, or other authorized officer, under which Dermagen, Inc.'s Board of Directors authorized one or more designated officers or employees to execute this Agreement, the Note and any and all Security Agreements directly or indirectly securing repayment of the same, and to consummate the borrowings and other transactions us contemplated under this Agreement, and to consent to the remedies following any default by Dermagen, Inc. as provided in this Agreement and In any Security Agreements.

Corporate Resolution. Royal Health Care, Inc. has provided or will provide Lender with a certified copy of resolutions properly adopted by Royal Health Care, Inc.'s Board of Directors, and certified by Royal Health Care, Inc.'s corporate secretary, assistant secretary, or other authorized officer, under which Royal Health Care, Inc.'s Board of Directors authorized one or more designated officers or employees to execute this Agreement, the Note and any and all Security Agreements directly or indirectly securing repayment of the same, and to consummate the borrowings and other transactions as contemplated under this Agreement, and to consent to the remedies following any default by Royal Health Care, Inc. as provided in this Agreement and in any Security Agreements.

Corporate Resolution. Biorx Pharmaceuticals, Inc. has provided or will provide Lender with a certified copy of resolutions properly adopted by Biorx Pharmaceuticals, Inc.'s Board of Directors, and certified by Blare Pharmaceuticals, Inc.'s corporate secretary, assistant secretary, or other authorized officer, under which Biorx Pharmaceuticals, Inc.'s Board of Directors authorized one' or more designated officers or employees to execute this Agreement, the Note, and any and all Security Agreements directly or Indirectly securing repayment of the same, and to consummate the borrowings and other transactions as contemplated under this Agreement, and to consent to the remedies following any default by Biorx Pharmaceuticals, Inc. as provided in this Agreement and in any Security Agreements.

BUSINES LOAN AGREEMENT

Loan No: 930764000 (Continued) Page 7

Opinion of Counsel. When required by Lender, Borrower has provided or will provide Lender with an opinion of Borrower's counsel certifying to and that: (1) Borrower's Note, any Security Agreements and this Agreement constitute valid and binding obligations on Borrower's part that are enforceable in accordance with their respective terms; (2) Borrower is validly existing and in good standing; (3) Borrower has authority to enter Into this Agreement and to consummate the transactions contemplated under this Agreement; and (4) such other matters as may have been requested by Lender or by Lender's counsel.

MISCELLANEOUSPROVISIONS, The following miscellaneous provisions are a part or this Agreement:

Amendments. This Agreement, together with any Related Documents constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Arbitration. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code, Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Borrower and Lender agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provision in any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including counterclaims, as lawfully may be referred to arbitration, Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable In an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes, The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision.

Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.

Borrower Information. Borrower consents to the release of information on or about Borrower by Lender in accordance with any court order, law or regulation and in response to credit inquiries concerning Borrower.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests In the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters, Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation Interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation Interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or Insolvency of any holder of any Interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California,

Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles County, State of California.

Joint and Several Liability. All obligations of Borrower under this Agreement shall be joint and several, and all references to Borrower shall mean each and every Borrower. This means that each Borrower signing below is responsible for all obligations in this Agreement, Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, It is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.

Non-Liabilityof Lender. The relationship between Borrower and Lender created by this Agreement Is strictly a debtor and creditor relationship and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture between Lender and Borrower. Borrower is exercising Borrower's own judgment with respect to Borrower's business. All information supplied to Lender is for Lender's protection only and no other party is entitled to rely on such information. There is no duty for Lender to review, inspect, supervise or inform Borrower of any matter with respect to Borrower's business, Lender and Borrower intend that Lender may reasonably rely on all information supplied by Borrower to Lender, together with all representations and warranties given by Borrower to Lender, without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely.

Notice of Lender's Breach. Borrower must notify Lender In writing of any breach of this Agreement or the Related Documents by Lender and any other claim, cause of action or offset against Lender within thirty (30) days after the occurrence of such breach or after the accrual of such claim, cause of action or offset. Borrower waives any claim, cause of action or offset for which notice is not given in accordance with this paragraph, Lender is entitled to rely on any failure to give such notice.

BUSINES LOAN AGREEMENT

Loan No: 930764000 (Continued) Page 8

Indemnification of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender's attorneys' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or Incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance of any part of the Collateral; (2) the exorcise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower's Indemnity obligations under this section shall not In any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Collateral and/or Borrower's business activities. Should any claim, action or proceeding be made or brought against Lender by reason of any event as to which Borrower's indemnification obligations apply, then, upon Lender's demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve, Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist In its defense and Borrower agrees to pay the fees and disbursements of such attorneys.

Counterparts. This Agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same Agreement.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions, Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender.

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United Slates mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lander informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Harrower is deemed to be notice given to all Borrowers,

Severability. Ifa court of competent Jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, Invalid, or unenforceable as to any other person or circumstance if feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the legality, validity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

SoleDiscretion of Lender. Whenever Lender's consent or approval is required under this Agreement, the decision as to whether or not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive.

Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

Successors andAssigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.

Survival of Representationsand Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other Instrument delivered by Borrower to Lender under this Agreement or theRelated Documents. Borrower further agrees that regardless of any Investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

Time is of the Essence. Time is of the essence in the performance of this Agreement.

Waive Jury. To the extent permitted by applicable law, all parties to thisAgreement hereby waive theright to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code, Accounting words and terms not otherwise defined In this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement:

Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement.

Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.

Borrower. The word "Borrower" means Amexdrug Corporation; Allied Med Inc.; Dermagen, Inc.; Royal Health Care, Inc.; and Biorx Pharmaceuticals, Inc. and includes all co-signers and co-makers signing the Note and all their successors and assigns.

Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted In the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien Interest whatsoever, whether created by law, contract, or otherwise.

BUSINES LOAN AGREEMENT

Loan No: 930764000 (Continued) Page 9

Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub, L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S,C, Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, at seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

ERISA. The word "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and including all regulations and published interpretations of the act.

Event of Default. The words "Event of Default" mean individually, collectively, and interchangeably any of the events of default set forth in this Agreement in the default section of this Agreement.

GAAP. The word "GAAP" means generally accepted accounting principles.

Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest.

Guarantor. The word "Guarantor' means any guarantor, surety, or accommodation party of any or all of the Loan, and, in each case, Borrower's successors, assigns, heirs, personal representatives, executors and administrators of any guarantor, surety, or accommodation party.

Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.

Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or Infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.

Lender. The word "Lender" means National Bank of California, Its successors and assigns.

Loan. The word "Loan" means any and all roans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time, and further including any and all subsequent amendments, additions, substitutions, renewals and refinancings of any of Borrower's Loans.

Note. The word "Note" means the Note dated July 30, 2012 and executed by Amexdrug Corporation; Allied Mud Inc.; Dermagen, Inc.; Royal Health Care, Inc.; and Biorx Pharmaceuticals, Inc. in the principal amount of $393,920.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement.

Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure Indebtedness outstanding on the date of this Agreement or permitted to be Incurred under the paragraph of this Agreement  titled "Indebtedness and Liens"; (5) liens and security Interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets.

Related Documents, The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Loan.

Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.

Security Interest. The words "Security Interest" mean, individually, collectively, and interchangeably, without limitation, any and all types of collateral security, present and future, whether In the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment Intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.

BUSINES LOAN AGREEMENT

Loan No: 930764000 (Continued) Page 10

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENTAND BORROWER AGREES TO ITS TERMS. THIS BUSINESSLOAN AGREEMENT IS DATED JULY 30, 2012.

BORROWER:

AMEXDRUG CORPORATION

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of Amexdrug Corporation

ALLIED MED INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of ALLIED MED INC

DERMAGEN, INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of DERMAGEN, INC.

ROYAL HEALTH CARE, INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of ROYAL HEALTH CARE, INC.

BIORX PHARMACEUTICALS, INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of BIORX PHARMACEUTICALS, INC.

LENDER:

NATIONAL BANK OF CALIFORNIA

By: /s/ Authorized Signer

Authorized Signer

EX-10.17

Exhibit 10.17

PROMISSORY NOTE

Principal $393,920.00	Loan Date 07-30-2012	Maturity 10-30-2017	Loan No. 930764000	Call/Coll	Account	Officer RK	Initials /s/
References in the boxes above are for Lender’s Use only and do not limit the applicability of this document to any particular loan or item. Any Item above containing “***” has been omitted due to text length limitations.

Borrower:	Amexdrug Corporation; Allied Med Inc.; Dermagen, Inc.; Royal Health Care, Inc.; and Biorx Pharmaceuticals, Inc.	Lender:	National Bank of California
	7251 Condor Ave.		Corporate Banking Department
	Commerce, CA 90040		12121 Wilshire Boulevard 14th Floor
			Brentwood, CA 90025

 Principal Amount: $393,920.00  Date of Note: July 30, 2012

PROMISETO PAY. Amexdrug Corporation; Allied Med Inc.; Dermagen, Inc.; Royal Health Care, Inc.; and Biorx Pharmaceuticals, Inc. ("Borrower") Jointly and severally promise to pay to National Bank of California ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Ninety-three Thousand Nine Hundred Twenty & 00/100 Dollars ($393,920.00), together with interest on the unpaid principal balance from July 30, 2012, until paid in full.

PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in accordance with the following payment schedule, which calculates interest on the unpaid principal balances as described in the "INTEREST CALCULATION METHOD"paragraph using the interest rates described In this paragraph: 3 monthly consecutive interest payments, beginning August 30, 2012, with interest calculated on the unpaid principal balances using an interest rate of 4.500%; 59monthly consecutive principal and interest payments of $5,487.70 each, beginning November 30, 2012, with interest calculated on the unpaid principal balances using an interest rate of 4.500%; and one principal and interest payment of $131,092.89 on October 30, 2017, with interest calculated on the unpaid principal balances using an interest rate of 4.500%, This estimated final payment is based on the assumption that all payments will be made exactly as scheduled; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; then to any escrow or reserve account payments as required under any mortgage, deed of trust, or other security instrument or security agreement securing this Note; and then to any unpaid collection costs, Borrowerwill pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $100.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments, Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: National Bank of California, Attn: Note Department, 12121 Wilshire Boulevard, 14th Floor Brentwood, CA 90025,

LATE CHARGE. If a payment Is 10 days or more late, Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled payment or $25.00, whichever is greater.

INTEREST AFTER DEFAULT. Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by adding an additional 5.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described in this Note.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents,

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf, or made by Guarantor, or any other guarantor, endorser, surety, or accommodation party, under this Note or the related documents in connection with the obtaining of the !oar evidenced by this Note or any security document directly or indirectly securing repayment of this Note is false or misleading In any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

	PROMISSORY NOTE
Loan No: 930764000	(Continued)	Page 2

Execution; Attachment. Any execution or attachment is levied against the Collateral, and such execution or attachment is not set aside, discharged or stayed within thirty (30) days after the same is levied.

Change In Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented, that limits or defines the uses which may be made of the Collateral such that the present or intended use of the Collateral, as specified in the related documents, would be In violation of such zoning ordinance or regulation or public restriction, as changed.

Default Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the Collateral.

Judgment. Unless adequately covered by insurance in the opinion of Lender, the entry of a final judgment for the payment of money involving more than ten thousand dollars ($10,000.00) against Borrower and the failure by Borrower to discharge the same, or cause it to be discharged, or bonded off to Lender's satisfaction, within thirty (30) days from the date of the order, decree or process under which or pursuant to which such Judgment was entered.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor, or any other guarantor, endorser, surety, or accommodation party of any of the indebtedness or any Guarantor, or any other guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

AdverseChange. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note Is Impaired.

Insecurity. Lender in good faith believes itself insecure.

Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS’ FEES; EXPENSES.Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law,

JURY WAIVER. To the extent permitted by applicable law, Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender In the State of California.

CHOICE OF VENUE.If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles County, State of California.

DISHONORED ITEM FEE.Borrower will pay a fee to Lender of $29.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF.To the extent permitted by applicable law, Lender reserves a right of setoff In all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts.

COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: equipment described in a Commercial Security Agreement dated July 30, 2012.

ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, uponrequest of either party. No act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning, any collateral securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Borrower and Lender agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provision in any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including counterclaims, as lawfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable relief from a court of competent Jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable In any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision.

FINANCIAL STATEMENTS. Borrower agrees to provide Lender with such financial statements and other related information at such frequencies and In such detail as Lender may reasonably request.

CREDIT REPORT. We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your credit report.

LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to

	PROMISSORY NOTE
Loan No: 930764000	(Continued)	Page 3

further loan advances. Advances under this Note may be requested only in writing by Borrower or as provided in this paragraph. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following persons currently are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of their authority: Jack N. Amin, President/Secretary of Amexdrug Corporation; Jack N. Amin, President/Secretary of Allied Med Inc.; Jack N, Amin, President/Secretary of Dermagen, Inc.; Jack N. Amin, President/Secretary of Royal Health Care, Inc. and Jack N. Amin, President/Secretary of Biorx Pharmaceuticals, Inc. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes Itself insecure,

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and Its successors and assigns.

GENERAL PROVISIONS.This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand, If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more limes the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deaf with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor, Upon any change In the terms of this Note, and unless otherwise expressly stated In writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made.. The obligations under this Note are joint and several.

	PROMISSORY NOTE
Loan No: 930764000	(Continued)	Page 4

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE.  EACH BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

AMEXDRUG CORPORATION

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of Amexdrug Corporation

ALLIED MED INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of Allied Med Inc.

DERMAGEN, INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of Dermagen, Inc.

ROYAL HEALTH CARE, INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of Royal Health Care, Inc.

BIORX PHARMACEUTICALS, INC.

By: /s/ Jack N. Amin

Jack Amin, President/Secretary of Biorx Pharmaceuticals, Inc.

EX-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-Q of Amexdrug Corporation,

2. Based on my knowledge, this quarterly 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, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we 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 registrant, 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’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

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’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 registrant’s internal control over financial reporting.

Date: November 14, 2012	/s/ Jack Amin
	Jack Amin, Chief Executive Officer

EX-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-Q of Amexdrug Corporation,

2. Based on my knowledge, this quarterly 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 quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we 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 registrant, 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’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

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’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 registrant’s internal control over financial reporting.

Date: November 14, 2012	/s/ Jack Amin
	Jack Amin, Chief Financial Officer

EX-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-Q for the period ending September 30, 2012, 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. Sec. 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 result of operations of the Company.

/s/ Jack Amin

Jack Amin

Chief Executive Officer

November 14, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and are not being filed as part of the Form 10-Q or as a separate disclosure document.

EX-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-Q for the period ending September 30, 2012, 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. Sec. 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 result of operations of the Company.

/s/ Jack Amin

Jack Amin

Chief Financial Officer

November 14, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and are not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

4. Income Taxes

3 Months Ended

Sep. 30, 2012

Notes

4. Income Taxes

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 2010.

        The Company accounts for uncertainty in tax positions by recognition in the financial statements. 

        The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

XML

3. Capital Stock

3 Months Ended

Sep. 30, 2012

Notes

3. Capital Stock

3.     CAPITAL STOCK

During the nine months ended September 30, 2012, the Company issued no shares of common stock.

XML

CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2012	Dec. 31, 2011
Cash and cash equivalents	$ 397,790	$ 589,472
Investment	4,998	2,112
Accounts receivable, net of allowance of $21,561 and 21,561, respectively	550,376	653,949
Prepaid expenses	412,894	45,513
Inventory	717,249	198,176
Deferred tax asset	8,200	12,600
Total Current Assets	2,091,507	1,501,822
Office and computer equipment	239,752	239,752
Leasehold improvements	15,700	15,700
Property and Equipment, gross	255,452	255,452
Less accumulated depreciation	(212,918)	(205,562)
Net Property and Equipment	42,534	49,890
Other deposits	28,212	28,212
Customer base, net of accumulated amortization of $18,259
Trademark, net of accumulated amortization of $837 and $629, respectively	689	813
Goodwill	17,765	17,765
Total Other Assets	46,666	46,790
Total Assets	2,180,707	1,598,502
Accounts payable	346,638	463,098
Accrued liabilities	10,912	31,098
Deferred operating lease liability	14,888	14,132
Corporate taxes payable	72,262
Notes payable related parties	109,081	109,694
Business lines and short term promissory note	724,343	631,903
Promissory note, current portion	58,370
Total Current Liabilities	1,336,494	1,249,925
Promissory note	314,319
Total Long Term Liabilities	314,319
Total Liabilities	1,650,813	1,249,925
Common stock, $0.001 par value; 1,000,000,000 authorized common shares 169,409,620 shares issued and outstanding	169,410	169,410
Additional paid in capital	0	0
Treasury stock	(14,933)	(13,972)
Retained earnings	375,417	193,139
Total Shareholders' Equity	529,894	348,577
Total Liabilities and Shareholders' Equity	$ 2,180,707	$ 1,598,502

XML

1. Basis of Presentation

3 Months Ended

Sep. 30, 2012

Notes

1. Basis of Presentation

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 nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.  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, 2011.

XML

2. Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2012

Notes

2. Summary of Significant Accounting Policies

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

Income per Share 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 nine months ended September 30, 2012, because there are no outstanding dilutive instruments.

XML

CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)	Sep. 30, 2012	Dec. 31, 2011
Allowance for doubtful accounts receivable	$ 21,561	$ 21,561
Amortization of customer relationships	18,259	18,259
Accumulated amortization - trademarks	$ 837	$ 629
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	1,000,000,000	1,000,000,000
Common stock shares issued	169,409,620	169,409,620
Common stock shares outstanding	169,409,620	169,409,620

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Document and Entity Information	3 Months Ended
	Sep. 30, 2012	Nov. 09, 2012
Document and Entity Information
Entity Registrant Name	AMEXDRUG CORP
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Entity Central Index Key	0000045621
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		169,409,620
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Sales	$ 2,168,740	$ 3,100,218	$ 6,664,433	$ 9,562,015
Cost of Goods Sold	1,933,611	2,776,937	5,808,393	8,486,052
Gross Profit	235,129	323,281	856,040	1,075,963
Selling, general and administrative expense	179,084	186,425	565,112	528,064
Total Operating Expenses	179,084	186,425	565,112	528,064
Income before depreciation expense	56,045	136,856	290,928	547,899
Depreciation and amortization expense	2,490	1,681	7,479	3,852
Income before Other Income/(Expenses)	53,555	135,175	283,449	544,047
Interest and other income	1	2	4	5
Penalty				(4,098)
Unrealized gain/(loss)	740	(2,244)	870	(3,136)
Interest expense	(8,851)	(6,831)	(20,075)	(20,899)
Total Other Income/(Expenses)	(8,110)	(9,073)	(19,201)	(28,128)
Income before Provision for Income Taxes	45,445	126,102	264,248	515,919
Income tax expense	(9,584)	(43,581)	(81,970)	(197,734)
Net Income	$ 35,861	$ 82,521	$ 182,278	$ 318,185
BASIC AND DILUTED INCOME PER SHARE	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED	169,409,620	169,409,620	169,409,620	169,409,620

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7. Subsequent Event

3 Months Ended

Sep. 30, 2012

Notes

7. Subsequent Event

7.   SUBSEQUENT EVENT

        On October 25, 2012, the Board of Directors approved a 20 for 1 forward stock split and increase in the number of authorized shares of the Company’s common stock from 50,000,000 shares to 1,000,000,000 shares to be effective on November 30, 2012.  The effects of the 20 to 1 forward split have been applied to the financial statements as though the forward split has already occurred.  Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no additional subsequent events to be reported.

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6. Business Segment Information

3 Months Ended

Sep. 30, 2012

Notes

6. Business Segment Information

6.   BUSINESS SEGMENT INFORMATION

Beginning in 2005, 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 the manufacture and distribution of primarily health and beauty products.

        The following tables describe information regarding the operations and assets of these reportable business segments:

		Health and
		Beauty
	Distributions	Products	Total
For the period ended September 30, 2012
Sales to external customers	$  5,316,285	$ 1,348,148	$ 6,664,433
Depreciation and amortization	2,429	5,051	7,479
Segment income (loss) before taxes	29,778	234,470	264,248
Segment assets	1,333,411	847,296	2,180,707
For the period ended September 30, 2011
Sales to external customers	$  8,459,446	$ 1,102,569	$ 9,562,015
Depreciation and amortization	2,430	1,422	3,852
Segment income (loss) before taxes	500,012	15,907	515,919
Segment assets	829,809	587,105	1,416,914

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8. Commitments and Contingencies

3 Months Ended

Sep. 30, 2012

Notes

8. Commitments and Contingencies

8.     COMMITMENTS AND CONTINGENCIES

        Operating Leases

The Company’s principal executive offices and its warehouse and distribution operations moved to 7251 Condor Street, Commerce California in March 2011. The Company leases 27,500 square feet at a rental rate of $7,700 per month. The rental amount is scheduled to increase to $8,800 per month effective March 1, 2013. The lease expires in March 2014. 

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Net income	$ 182,278	$ 318,185
Depreciation and amortization	7,479	3,852
Unrealized (gain)/loss on investment	(870)	3,136
(Increase) Decrease in accounts receivable	103,573	(307,145)
(Increase) Decrease in inventory	(519,073)	(53,480)
(Increase) Decrease in prepaid expenses	(367,381)	8,079
(Increase) Decrease in deferred tax asset	4,400	18,054
(Increase) Decrease in other assets		(13,750)
Increase (Decrease ) in accounts payable and accrued liabilities	(136,645)	(158,930)
Increase (Decrease ) in deferred operating lease liability	756	11,955
Increase (Decrease ) in corporate income tax payable	72,262	18,427
NET CASH USED IN OPERATING ACTIVITIES	(653,221)	(151,617)
Proceeds from the sale of investment	(2,016)	1,104
Purchase of fixed assets		(28,319)
NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES	(2,016)	(27,215)
Advances to officer	(613)	(9,069)
Proceeds from promissory note	372,689
Purchase of treasury stock	(961)	(1,104)
Proceeds from credit line	92,440	(113,156)
NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES	463,555	(123,329)
NET DECREASE IN CASH	(191,682)	(302,161)
CASH, BEGINNING OF PERIOD	589,472	443,703
CASH, END OF PERIOD	397,790	141,542
Interest paid	12,530	16,910
Income taxes		$ 52,948

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5. Promissory Note

3 Months Ended

Sep. 30, 2012

Notes

5. Promissory Note

5.   PROMISSORY NOTE

        On July 30, 2012, the Company entered into a promissory note line of credit in the amount of $393,930, of which $372,689 has been disbursed to the Company for the purchase of a labeling machine. The note bears interest at 4.5% on the unpaid balance per annum over 360 days based on the actual number of days outstanding. The principal and interest is paid in accordance with the following schedule; there will be three (3) monthly consecutive interest payments, beginning August 30, 2012; 59 monthly consecutive principal and interest payments of $5,488 each, beginning November 30, 2012; and one principal and interest payment of $104,456 on October 30, 2017, based on an outstanding balance of $372,689. As of September 30, 2012, the principal amount outstanding on the note was $372,689.