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 June 30, 2013

[   ] 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) (Zip code)

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 August 12, 2013, there were 169,409,620 shares of the issuer’s common stock issued and outstanding, including 302,440 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 June 30, 2013 (Unaudited) and December 31, 2012 (Audited)	5
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012 (Unaudited)	6
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (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	16
Item 4.   Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1.   Legal Proceedings	16
Item 1A. Risk Factors	17
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.   Defaults Upon Senior Securities	17
Item 4.   Mine Safety Disclosures	17
Item 5.   Other Information	17
Item 6.   Exhibits	18

2

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

The consolidated balance sheets of Amexdrug Corporation, a Nevada corporation, and subsidiaries as of June 30, 2013 (unaudited) and December 31, 2012 (audited), the related unaudited consolidated statements of operations for the three and six month periods ended June 30, 2013 and June 30, 2012, the related unaudited consolidated statements of cash flows for the six month periods ended June 30, 2013 and June 30, 2012, 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, 2012.

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., 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 June 30, 2013, are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

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AMEXDRUG CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets – June 30, 2013 (Unaudited) and December 31, 2012 (Audited)	5
Consolidated Statements of Operations (Unaudited) for the Three and  Six Months Ended June 30, 2013 and 2012	6
Consolidated Statements of Cash Flows (Unaudited) for the Six Months  Ended June 30, 2013 and 2012	7
Notes to Consolidated Financial Statements	8

4

AMEXDRUG CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	162,565		$	415,962
Investment		5,444			5,991
Accounts receivable, net of allowance of $4,584 and $7,833, respectively		724,307			558,569
Prepaid corporate taxes		77,605			77,605
Inventory		798,429			800,936
Other asset		11,829			11,002
Total Current Assets		1,780,179			1,870,065
Property and Equipment, at cost
Office and computer equipment		700,735			698,339
Leasehold improvements		15,700			15,700
		716,435			714,039
Less accumulated depreciation		(260,198	)		(224,935	)
Net Property and Equipment		456,237			489,104
Other Assets
Deposits		29,862			29,862
Intangibles
Customer base, net of accumulated amortization of $18,259		-			-
Trademark, net of accumulated amortization of $1,085and $1,002, respectively		565			648
Goodwill		17,765			17,765
Total Other Assets		48,192			48,275
Total Assets	$	2,284,608		$	2,407,444
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable	$	472,217		$	697,339
Accrued liabilities		11,192			8,780
Deferred operating lease liability		9,594			14,590
Deferred tax liability		54,900			57,300
Corporate tax payable		117,357			-
Notes payable related parties		108,023			108,023
Business lines of credit		141,680			697,842
Loan payable		350,000			-
Promissory note, current portion		58,370			58,370
Total Current Liabilities		1,323,333			1,642,244
Long Term Liabilities
Promissory note		303,042			335,550
Total Long Term Liabilities		303,042			335,550
Total Liabilities		1,626,375			1,977,794
Shareholders' Equity
Common stock, $0.001 par value; 1,000,000,000 authorized common shares 69,409,620 shares issued and outstanding		169,410			169,410
Additional paid in capital		(77,594	)		(77,594	)
Treasury stock		(16,568	)		(14,933	)
Retained earnings		582,985			352,767
Total Shareholders' Equity		658,233			429,650
Total Liabilities and Shareholders' Equity	$	2,284,608		$	2,407,444

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

5

AMEXDRUG CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Sales	$	2,153,617		$	2,314,704		$	4,514,527		$	4,495,693
Cost of Goods Sold		1,796,853			2,058,776			3,639,019			3,879,127
Gross Profit		356,764			255,928			875,508			616,566
Operating Expenses
Selling, general and administrative expense		231,987			192,910			475,191			381,683
Total Operating Expenses		231,987			192,910			475,191			381,683
Income  before depreciation expense		124,777			63,018			400,317			234,883
Depreciation and amortization expense		17,662			2,518			35,345			4,989
Income before Other Income/(Expenses)		107,115			60,500			364,972			229,894
Other Income/(Expenses)
Interest and other income		1			1			3			3
Unrealized gain/(loss)		522			(1,286	)		1,140			130
Interest expense		(12,526	)		(5,851	)		(20,940	)		(11,224	)
Total Other Income/(Expenses)		(12,003	)		(7,136	)		(19,797	)		(11,091	)
Income before Provision for Income Taxes		95,112			53,364			345,175			218,803
Income tax expense		(37,237	)		(11,033	)		(114,957	)		(72,385	)
Net Income	$	57,875		$	42,331		$	230,218		$	146,418
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

6

AMEXDRUG CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30, 2013			June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	230,218			146,418
Adjustment to reconcile net income to net cash used in operating activities
Depreciation and amortization		35,345			4,989
Unrealized (gain)/loss on investment		(1,140	)		(130	)
Allowance for doubtful accounts		(3,249	)		-
Change in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable		(162,489	)		53,805
Inventory		2,507			(347,577	)
Prepaid expenses		-			5,308
Deferred tax asset		-			5,400
Other assets		(827	)		-
Increase (Decrease) in:
Accounts payable and accrued liabilities		(222,709	)		(29,298	)
Deferred operating lease liability		(4,996	)		1,054
Deferred tax liability		(2,400	)		-
Corporate income tax payable		117,357			61,677
NET CASH USED IN OPERATING ACTIVITIES		(12,383	)		(98,354	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments		1,687			-
Proceeds from the sale of investment		-			(2,015	)
Purchase of fixed assets		(2,396	)		-
NET CASH USED BY INVESTING ACTIVITIES		(709	)		(2,015	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on related party loans		-			(1,671	)
Purchase of treasury stock		(1,635	)		(961	)
Proceeds from loan payable		350,000			-
Payments on promissory note		(32,508	)		-
Proceeds from credit line		(556,162	)		(383,090	)
NET CASH USED BY FINANCING ACTIVITIES		(240,305	)		(385,722	)
NET DECREASE IN CASH		(253,397	)		(486,091	)
CASH, BEGINNING OF PERIOD		415,962			589,472
CASH, END OF PERIOD	$	162,565		$	103,381
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	6,626		$	5,840
Income taxes	$	-		$	-

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

7

AMEXDRUG CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS-UNAUDITED

JUNE 30, 2013

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 six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.  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, 2012.

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 six months ended June 30, 2013, because there are no outstanding dilutive instruments.

3.     CAPITAL STOCK

At June 30, 2013, the Company’s authorized stock consisted of 1,000,000,000 shares of common stock, with a par value of $0.001.

During the six months ended June 30, 2013, 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 2011.

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.     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.

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5.     BUSINESS SEGMENT INFORMATION (Continued)

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 June 30, 2013
Sales to external customers	$	3,075,222	$	1,439,305	$	4,514,527
Depreciation and amortization		2,560		32,785		35,345
Segment income (loss) before taxes		31,407		313,768		345,175
Segment assets		849,950		1,434,658		2,284,608
For the period ended June 30, 2012
Sales to external customers	$	3,623,318	$	872,375	$	4,495,693
Depreciation and amortization		1,694		3,295		4,989
Segment income (loss) before taxes		69,946		148,857		218,803
Segment assets		652,058		740,572		1,392,630

6.     SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no subsequent events to be reported.

7.     COMMITMENTS AND CONTINGENCIES

Commitments

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 $8,800 per month.  The lease of the facility expires in 2014.

Legal Contingency

On March 19, 2013, the Company received notice of a claim filed by a vendor requesting an additional payment of $38,264 for a piece of equipment that was purchased by the Company. The Company has a counter claim filed against the vendor for misrepresentation about the performance of the piece of equipment purchased. The Company has retained counsel to aggressively defend the matter.

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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 fourteen 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 2013.

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 1,000,000,000 shares of authorized common stock $.001 par value, of which 169,409,620 are issued and outstanding as of June 30, 2013, including 302,440 shares held as treasury shares.

.

Forward Stock Split and Increase in Authorized Shares

 The Company’s Board of Directors approved a 20 to 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 became effective on December 3, 2012.  After giving effect to the 20 to 1 forward stock split, the number of outstanding shares of the Company’s common stock increased 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 became 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 report as though the forward stock split had already occurred.  The effects of the 20 to 1 forward stock split have also been applied to any share amounts and price per share amounts appearing in this report.

BioRx Pharmaceuticals

On November 8, 2004, Amexdrug formed a new subsidiary, BioRx Pharmaceuticals, Inc. as a Nevada corporation.   BioRx Pharmaceutical, Inc. sells pharmacy and laboratory supplies nationwide. BioRx Pharmaceuticals, Inc. is also committed to offer skin care and over the counter (OTC) products that are recommended with trust and faith by physicians, primarily podiatrists and dermatologists.  The focus and mission of BioRx Pharmaceuticals, Inc. is to create, develop and manufacture products to help ease pain and restore and maintain the overall well-being of our customers.  We strive for high performance and quality.  Our commitment is to offer natural and OTC products that are recommended with confidence by doctors and pharmacists and that the customer can use with pleasure.  Our compliance program is diligently followed through the Company. BioRx Pharmaceuticals, Inc. maintains high ethics for animal welfare and our products are never tested on animals.  All products are made in the USA.

10

A total of fourteen innovative health and wellness products have been manufactured 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.

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,and 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 excellent 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.

11

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.

Lease Agreements

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 this location.  The rental amount increased from $7,700 per month 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 initially for a period of one year which commenced on March 1, 2011.  In early 2012, and again in early 2013, the parties executed Amendments to extend the lease term for one year.  The lease will now expire on February 28, 2014.  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.

Bank Line of Credit

The Company received a line of credit from Wells Fargo Bank for $70,000. The interest rate is prime plus 4% per annum payable every month.

Promissory Notes

On June 9, 2013, the Company renewed a line of credit promissory note with the National Bank of California.  The Change in Terms Agreement decreased the maximum loan amount from $700,000 to $350,000 or 80% of the eligible accounts, whichever is less.  The maturity date was extended to June 9, 2014.  The loan has an interest rate of 2.5% over the index per annum payable every month. It is secured with the assets of the Company and its subsidiaries, and it is personally guaranteed by Jack Amin and his wife, Nora Amin.

Also on June 9, 2013, the Company entered into a promissory note with the National Bank of California for a loan in the amount of $350,000, with a variable interest rate which is the Prime Rate as published in the West Coast Edition of The Wall Street Journal (which was 3.25% per annum at the time the loan was made) plus 2.25%.  The interest rate shall not be less than 5.5% per annum).  The loan is payable upon lender’s demand.  If no demand is made, the loan is payable in 60 monthly payments of $6,698.49 each.  The final payment due June 9, 2018 will include all remaining principal and all accrued interest not yet paid.  The loan is personally guaranteed by Jack Amin and his wife, Nora Amin.  It is secured by substantially all of the assets of the Company and its subsidiaries.

12

The Company also has a third loan with the National Bank of California.  On July 30, 2012, the Company entered into a promissory note with the National Bank of California for the purchase of equipment in the amount of $393,920, with an interest rate of 4.5% per annum.  The loan is secured by the equipment that was purchased. The loan provides for the first three (3) monthly consecutive interest payments which began August 30, 2012 calculated on the unpaid principal balance, to be followed by fifty-nine (59) monthly consecutive principal and interest payments of $5,488 each, which began on November 30, 2012. The final payment of principal and interest of $131,093 is due on October 30, 2017, the note’s maturity date.

Loan with Nora Amin

The Company borrowed $109,202 from the President’s wife, Nora Amin, to facilitate the purchase of Dermagen and to cover operating expenses. The balance of $108,023 is payable on demand and carries an annual interest rate of 8%, payable every 6 months.  The Company’s loan agreement with Nora Amin is verbal.

Written Agreements

The Company does not have written contracts with its major suppliers or buyers.  Copies of the Company’s written lease agreements and written loan agreements 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 located.

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

Results of Operations

For the Three Months Ended June 30, 2013

Revenues

For the three months ended June 30, 2013, Amexdrug reported sales of $2,153,617, comprised of $1,356,791 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 $796,825 of sales of health and beauty products manufactured by the Company.  This is $161,087less than the $2,314,704 of sales reported for the three months ended June 30, 2012, which was comprised primarily of $1,835,243 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 $479,460 of sales of health and beauty products manufactured by the Company.  During the three month period ended June 30, 2013, Amexdrug experienced a decrease in total sales due, in part, to declining sales of some brand name drugs which became generically available.

Costs of Goods Sold

Cost of goods sold for the three months ended June 30, 2013 was $1,796,853, a decrease of $261,923from the $2,058,776 cost of goods sold for the three months ended June 30, 2012.

Gross Profit

During the three months ended June 30, 2013 gross profit increased by $100,836to $356,764 or 16.6%of sales, from the $255,928, or 11.1% of sales recorded for the three months ended June 30, 2012.  The change in gross profit margin is largely attributable to a larger percentage of sales of higher gross profit margin products sold in 2013.

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Expenses

Total operating expenses for the three months ended June 30, 2013, consisting entirely of selling, general and administrative expenses, were $231,987, an increase of $39,077 from the total operating expenses of $192,910 recorded for the three months ended June 30, 2012.  The increase in selling, general and administrative expense is primarily attributed to increased marketing expenses.

Net Income

During the three months ended June 30, 2013, Amexdrug earned net income of $57,875, an increase of $15,744 from the net income of $42,331 earned in the three months ended June 30, 2012.  Amexdrug’s increase in net income during the three month period ended June 30, 2013 is attributable largely to the larger gross profit generated in the later period and to a larger percentage of sales of higher gross margin products sold in the later period.

For the Six Months Ended June 30, 2013

Revenues

For the six months ended June 30, 2013, Amexdrug reported sales of $4,514,527, comprised of $3,075,222 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 $1,439,305 of sales of health and beauty products manufactured by the Company.  This is $18,834more than the $4,495,693 of sales reported for the six months ended June 30, 2012 which was comprised primarily of $3,623,318 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 $872,375 of sales of health and beauty products manufactured by the Company.  During the six month period ended June 30, 2013, Amexdrug experienced slight increase in total sales due, in part, to increased marketing efforts.

Costs of Goods Sold

Cost of goods sold for the six months ended June 30, 2013 was $3,639,019, a decrease of $240,108from the $3,879,127 cost of goods sold for the six months ended June 30, 2012.

Gross Profit

During the six months ended June 30, 2013 gross profit increased by $258,942 to $875,508, or 19.4%of sales, from the $616,566, or 13.7% of sales recorded for the six months ended June 30, 2012.  The change in gross profit margin is largely attributable to a larger percentage of sales of higher gross margin products sold in the first six months of 2013.

Expenses

Total operating expenses for the six months ended June 30, 2013, consisting entirely of selling, general and administrative expense, were $475,191, an increase of $93,508 from the total operating expenses of $381,683 recorded for the six months ended June 30, 2012.  The increase in selling, general and administrative expense is primarily attributed to increased marketing expenses.

Net Income

During the six months ended June 30, 2013, Amexdrug earned net income of $230,218, an increase of $83,800 from the net income of $146,418 experienced in the six months ended June 30, 2012.  Amexdrug's increase in net income during the six month period ended June 30, 2013, is attributable largely to the larger gross profit generated in the later period partially offset by the increase in operating expenses in the later period.

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Liquidity and Capital Resources – June 30, 2013

As of June 30, 2013, Amexdrug reported total current assets of $1,780,179, comprised of cash of $162,565, accounts receivable of $724,307, inventory of $798,429, prepaid corporate taxes of $77,605, other asset of $11,829, and an investment of $5,444. Total assets as of June 30, 2013 were $2,284,608 which included total current assets, plus net property and equipment of $456,237, deposits of $29,862, Trademark of $565, and goodwill of $17,765.

Amexdrug’s liabilities as of June 30, 2013 consisted of accounts payable of $472,217, loan payable of $350,000, notes payables to related parties of $108,023, business lines of credit of $141,680, corporate tax payable of $117,357, accrued liabilities of $11,192, corporate tax payable of $54,900, promissory note, current portion of $58,370, and deferred operating lease liability of $9,594.

During the six months ended June 30, 2013, Amexdrug used $12,383 cash in operating activities compared to $98,354 cash used in operating activities in the six months ended June 30, 2012.  The primary adjustments to reconcile net income to net cash used in operating activities during the six months ended June 30, 2012 were as follows:  an increase in accounts receivable of $162,489, a decrease in accounts payable and accrued liabilities of $222,709, an increase in corporate income tax payable of $117,357, and depreciation and amortization of $35,345.  Amexdrug had $162,565in cash and cash equivalents at June 30, 2013.  Operations have primarily been funded through cash generated from operations and an increase in the credit line balance when needed.  Management does not anticipate that Amexdrug will need to seek additional financing during the next twelve months.

Stock Repurchases

Between approximately June 2007 and June 30, 2013, Amexdrug repurchased a total of 302,440 post-split shares of its common stock at prices ranging from a low of $0.01 per share to a high of $0.15 per 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 2013.

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 June 30, 2013 and 2012, respectively.  The Company has no current plans for any significant capital expenditures.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, 2012, 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.

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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.

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 June 30, 2013.  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 June 30, 2013, 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’s subsidiary, Allied Med, Inc., is  presently a party to a legal proceeding.. On March 19, 2013, Allied Med, Inc. (“Allied”) was named in a Complaint in the Court of Common Pleas in Hamilton County, Ohio (case no. A 1301927).  Nilpeter USA, Inc. (“plaintiff”) alleges that Allied Med, Inc. failed to fully pay for a mechanical press sold by Plaintiff to Allied.  Relief sought by Plaintiff is for $38,263.90, plus interest.  Allied Med, Inc. has a counter claim filed against the Plaintiff for misrepresentation about the performance of the piece of equipment purchased. Allied Med, Inc. has retained counsel to aggressively defend the matter.

To the best of Amexdrug’s knowledge, no governmental authority is contemplating the filing of any material legal proceeding against Amexdrug.

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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 June 30, 2013, 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 Form 10-K, and the Company’s Quarterly Reports on Form Form 10-Q filed since December 31, 2009.

Item 3.     Defaults Upon Senior Securities.

                 None; not applicable.

Item 4.     Mine Safety Disclosures.

                 None; not applicable.

Item 5.      Other Information.

 On June 26, 2013, the Company filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its shares of common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  As a result of this filing, the Company’s obligation to file certain reports with the SEC, including annual, quarterly and current reports on Form 10-K, Form10-Q and Form 8-K, respectively, terminate upon the effectiveness of the deregistration, which is expected to occur 90 days after the filing of the Form 15.

As a result of filing the Form 15, the Company anticipates that its shares of common stock will no longer be quoted on the OTC Bulletin Board but instead will be quoted on the OTC Pink Market under the ticker symbol “AXRX”.  However, the Company cannot guarantee that trading in its common stock will continue in the OTC Pink Market or in any other forum.

After considering the advantages and disadvantages, management believes that in light of the Company’s size and market capitalization, deregistration of the Company’s securities will generate substantial cost savings and will allow greater management focus on the Company’s business.  Even though the Company will no longer be required to file reports under the Exchange Act, the Company’s still intends to release financial results, and possibly issue press releases from time to time for the benefit of the Company’s shareholders.

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Item 6.   Exhibits.

          (a) Exhibits.

The following exhibits are filed as part of this report.

EXHIBIT INDEX

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. Sec. 78.209	9
10.1	Promissory Note with National Bank of California dated June 23, 2008 (Line of Credit)	5
10.2	Change in Terms Agreement with National Bank of California dated June 9, 2009	5
10.3	Change in Terms Agreement with 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	9
10.6	Change in Terms Agreement with National Bank of California dated June 9, 2013	This Filing
10.7	Subordination Agreement between Nora Y. Amin, National Bank of California, Amexdrug and its subsidiaries dated June 9, 2009	6
10.8	Business Loan Agreement between National Bank of California, Amexdrug and its subsidiaries dated June 23, 2008	6
10.9	Commercial Security Agreement between National Bank of California, Amexdrug and its subsidiaries dated June 23, 2008	6
10.10	Commercial Guarantee between National Bank of  California, Jack N. Amin, Amexdrug and its Subsidiaries	6
10.11	Commercial Guarantee between National Bank of  California, Nora Y. Amin, Amexdrug and its subsidiaries	6
10.12	Lease Agreement between Fullerton Business Center, LLC, Lessor, and Allied Med, Inc., Lessee, dated March 1, 2011 (Units I & J)	7
10.13	First Amendment to Lease Extending Lease Term (Units I & J) dated January 18, 2012	8
10.14	Fifth Amendment to Lease Extending Lease Term (Units I & J) dated February 20, 2013	10
10.15	Guaranty of Lease by Jack Amin (Units I & J)	7
10.16	Lease Agreement between Condor Associates, LLC, Lessor, and Allied Med, Inc., Lessee, dated February 22, 2011	7

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10.17	Business Loan Agreement between National Bank of California, Amexdrug and its Subsidiaries dated July 30, 2012	9
10.18	Promissory Note with National Bank of California Amexdrug and its subsidiaries for $393,920 dated  July 30, 2012	9
10.19	Promissory Note with National Bank of California, Amexdrug and its subsidiaries for $350,000 dated June 9, 2013	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	11
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	11
101.LAB	XBRL Taxonomy Extension Label Linkbase	11
101.DEF	XBRL Taxonomy Extension Definition Linkbase	11
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	11
101.SCH	XBRL Taxonomy Extension Schema	11

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	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 years 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, 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 10.14 through 10.16 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	Exhibits 3.3, 10.5, 10.16 and 10.17 are incorporated by reference from Amexdrug’s Form 10-Q for the period ended September 30, 2012 filed November 14, 2012
10	Exhibit 10.13 is incorporated by reference from Amexdrug’s Form 10-K for the year ended December 31, 2012 filed April 3, 2013
11	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.

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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: August 14, 2013	By: /s/ Jack Amin
	Jack Amin
	Director, President, Chief Executive Officer,
	Chief Financial Officer and Chief Accounting
	Officer

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EX-10.6

Exhibit 10.6

Principal	Loan Date	Maturity	Loan Number	Call/Coll	Account	Officer	Initials
$350,000	06-09-2013	06-09-2014	930610000			RK	RK

CHANGE IN TERMS AGREEMENT

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 Hearth Care, Inc.;

and Biorx Pharmaceuticals, Inc.

7251 Condor St.

Commerce, CA 90040

Lender:

National Bank of California

Corporate Banking Department

12121 Wilshire Boulevard Suite 1400

Brentwood, CA 90025

Principal Amount: $350,000.00                                                                               Date of Agreement: June 9, 2013

DESCRIPTION OF EXISTING INDEBTEDNESS: The Promissory Note dated June 23, 2008 in the principal amount of $150,000.00 and subsequent Change in Terms Agreements dated March 3, 2009, June 9, 2009, June 9, 2010, June 9, 2011, December 12, 2011 and June 9, 2012, with an outstanding principal balance of $485,000.00 as of June 10, 2013.

DESCRIPTION OF CHANGE IN TERMS: The Maturity of the Note is hereby extended from June 9, 2013 to June 9, 2014. The Principal Amount of the Note Is hereby decreased from $700,000.00 to $350,000.00.

The "DEFINITIONS" section of the Business Loan Agreement (Asset Based) dated June 9, 2011 is hereby amended as follows:

Borrowing Base. The words "Borrowing Base" mean, as determined by Lender from time to time, the lesser of (1) $350,000.00 or (2) 80.000% of the aggregate amount of Eligible Accounts, Accounts Receivable must be sufficient to cover advances under the line of credit and the term loan.

The Arbitration clause in the loan documents is hereby replaced by the following:

Consent to Judicial Reference. The parties each prefer that any dispute between them be resolved in litigation subject to the jury waiver set forth herein, but the California Supreme Court has held that such pre-dispute jury trial waivers are unenforceable. This section will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury waiver prevision similar to that contained herein is valid or enforceable; or (ii) the California Legislature passes legislation and the Governor of the State of California signs into law a statue authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. Accordingly, each of the parties to this Agreement hereby consents and agrees that any and all disputes arising out of or related to this Agreement shall be heard by a referee in accordance with the general reference provisions of California Code of Civil Procedure Section 638, sitting without a jury in the City of Los Angeles, County of Los Angeles, California, (b) such referee shall hear and determine all of the issues in any Dispute (whether of fact or of law), including issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8, including without limitation, entering restraining orders, entering temporary restraining orders, issuing temporary and permanent injunctions and appointing receivers, and shall report a statement of decision; provided that, if during the course of any Dispute, any party desires to seek such a provisional remedy at a time when a referee has not yet been appointed or is otherwise unavailable to hear the request for such provisional remedy, then such party may apply to the Los Angeles County, Superior Court for such provisional relief, and (c) pursuant to California Code of Civil Procedure Section 644(a), judgment may be entered upon the decision of such referee in the same manner as if the Dispute had been tried directly by a court. The parties shall use their respective commercially reasonable and good faith efforts to agree upon and select such referee, provided that such referee must be a retired California state or federal judge, and further provided that if the parties cannot agree upon a referee, the referee shall be appointed by the Presiding Judge of the Los Angeles County, Superior Court. Each party hereto acknowledges that this consent and agreement is a material inducement to enter into this Agreement and that each will continue to be bound by and to rely on this consent and agreement in their related future dealings. The parties shall share the cost of the referee and reference proceedings equally; provided that, the referee may award attorneys' fees and reimbursement of the referee and reference proceeding fees and costs to the prevailing party, whereupon all referee and reference proceeding fees and charges will be payable by the non-prevailing party (as so determined by the referee). Each party hereto further warrants and represents that it has reviewed this consent and agreement with legal counsel of its own choosing, or has had an opportunity to do so, and that it knowingly and voluntarily gives this consent and enters into this agreement having had the opportunity to consult with legal counsel. This consent and agreement is irrevocable, meaning that it may not be modified either orally or in writing, and this consent and agreement shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement or any other agreement or document entered into between the parties in connection with this Agreement. In the event of litigation, this Agreement may be filed as evidence of either or both parties' consent and agreement to have any and all Disputes heard and determined by a referee under California Code of Civil Procedure Section 638.

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 bender 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.

See next page for signers

CHANGE IN TERMS AGREEMENT

             (Continued)                                                                         Page 2

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

BORROWERS:

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.

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

GUARANTORS:

X__/s/ Jack N. Amin__________________________________

    Jack N. Amin

X__/s/ Nora Y. Amin__________________________________

    Nora Y. Amin

EX-10.19

Exhibit 10.19

PROMISSORY NOTE

 

Principal	Loan Date	Maturity	Loan Number	Call/Coll	Account	Officer	Initials
$350,000	06-09-2013	06-09-2018	930819000			RK	/s/RK

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.

7251 Condor St.

Commerce, CA 90040

Lender:

National Bank of California

Corporate Banking Department

12121 Wilshire Boulevard Suite 1440

Brentwood, CA 90025

Principal Amount: $350,000.00                                                                                                                    Date of Note: June 9, 2013

PROMISE TO 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 Fifty Thousand & 00/100 Dollars ($350,000.00), together with interest on the unpaid principal balance from June 9, 2013, until paid in full.

PAYMENT. Borrower will pay this loan in full immediately: upon Lender's demand. If no demand is made, subject to any payment changes resulting from changes in the index, Borrower will pay this loan in 80 payments of $6,698.49 each payment. Borrower's first payment is due July 9, 2013, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on June 9, 2018, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. 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; than 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, Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent; index which is the Prime Rate as published from time to time in the Money Rates table of the West Coast Edition of The Wall Street Journal (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The Interest rate change will not occur more often than each DAY Borrower understands that Lender may make loans based on other rates as well. The Index currently is 3.250% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 2.250 percentage points over the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 5.500%. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.500% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; 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 Borrowers 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.

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 loan 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 arty bankruptcy or insolvency laws by or against Borrower.

Page 2

Loan No: 930819000

PROMISSORY NOTE

(Continued)

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.

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.

Adverse Change. 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 extant 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: inventory, chattel paper, accounts, equipment and general intangibles described in a Commercial Security Agreement dated dune 9, 2013.

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.

CONSENT TO JUDICIAL REFERENCE. The parties each prefer that any dispute between them be resolved in litigation subject to the jury waiver set forth herein, but the California Supreme Court has held that such pre-dispute jury trial waivers are unenforceable. This section will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury waiver provision similar to that contained herein is valid or enforceable; or (ii) the California Legislature passes legislation and the Governor of the State of California signs into law a statue authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. Accordingly, each of the parties to this Agreement hereby consents and agrees that (a) any and all disputes arising out of or related to this Agreement shall be heard by a referee in accordance with the general reference provisions of California Code of Civil Procedure Section 638, sitting without a jury in the City of Los Angeles, County of Los Angeles, California, (b) such referee shall hear and determine all of the issues in any Dispute (whether of fact or of law), including issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8, including without limitation, entering restraining orders, entering temporary restraining orders, issuing temporary and permanent injunctions and appointing receivers, and shall report a statement of decision; provided that, if during the course of any Dispute, any party desires to seek such a provisional remedy at a time when a referee has not yet been appointed or is otherwise unavailable to hear the request for such provisional remedy, than such party may apply to the Los Angeles County, Superior court for such provisional relief, and (c)

Page 3

Loan No: 930819000

PROMISSORY NOTE

(Continued)

pursuant to California Code of Civil Procedure Section 644(a), judgment may be entered upon the decision of such referee in the same manner as if the Dispute had been tried directly by a court.. The parties shall use their respective commercially reasonable and good faith efforts to agree upon and select such referee, provided that such referee must be a retired California state or federal judge; and further provided that if the parties cannot agree upon a referee, the referee shall be appointed by the Presiding Judge of the Los Angeles County, Superior Court. Each party hereto acknowledges that this consent and agreement is a material inducement to enter into this Agreement and that each will continue to be bound by and to rely on this consent and agreement in their related future dealings. The parties shall share the cost of the referee and reference proceedings equally; provided that, the referee may award attorneys' fees and reimbursement of the referee and reference proceeding fees and casts to the prevailing party, whereupon all referee and reference proceeding fees and charges will be payable by the non-prevailing party (as so determined by the referee). Each party hereto further warrants and represents that it has reviewed this consent and agreement with legal counsel of its own choosing, or has had an opportunity to do so, and that it knowingly and voluntarily gives this consent and enters into this agreement having had the opportunity to consult with legal counsel: This consent and agreement is irrevocable, meaning that it may not be modified either orally or in writing, and this consent and agreement shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement or any other agreement or document entered into between the parties in connection with this Agreement. In the event of litigation, this Agreement may be filed as evidence of either or both parties' consent and agreement to have any and all Disputes heard and determined by a referee under California Code of Civil Procedure Section 638.

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 tact 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 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) apply such security and direct the order or manner of safe 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 deal with any one or more of Borrower's sureties, endorsers, or other guarantors an 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.

Page 4

Loan No: 930819000

PROMISSORY NOTE

(Continued)

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

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

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

BORROWERS:

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.

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

GUARANTORS:

X__/s/ Jack N. Amin__________________________________

Jack N. Amin

X__/s/ Nora Y. Amin__________________________________

Nora Y. Amin

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: August 14, 2013	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: August 14, 2013	/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 June 30, 2013, 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

August 14, 2013

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 June 30, 2013, 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

August 14, 2013

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

CONSOLIDATED STATEMENTS OF INCOME (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues
Sales	$ 2,153,617	$ 2,314,704	$ 4,514,527	$ 4,495,693
Cost of Goods Sold	1,796,853	2,058,776	3,639,019	3,879,127
Gross Profit	356,764	255,928	875,508	616,566
Operating Expenses
Selling, general and administrative expense	231,987	192,910	475,191	381,683
Total Operating Expenses	231,987	192,910	475,191	381,683
Income before depreciation expense	124,777	63,018	400,317	234,883
Depreciation and amortization expense	17,662	2,518	35,345	4,989
Income before Other Income/(Expenses)	107,115	60,500	364,972	229,894
Other Income/(Expenses)
Interest and other income	1	1	3	3
Unrealized gain/(loss)	522	(1,286)	1,140	130
Interest expense	(12,526)	(5,851)	(20,940)	(11,224)
Total Other Income/(Expenses)	(12,003)	(7,136)	(19,797)	(11,091)
Income before Provision for Income Taxes	95,112	53,364	345,175	218,803
Income tax expense	(37,237)	(11,033)	(114,957)	(72,385)
Net Income	$ 57,875	$ 42,331	$ 230,218	$ 146,418
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

XML

5. Business Segment Information

6 Months Ended

Jun. 30, 2013

Notes

5. Business Segment Information

5.     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 June 30, 2013
Sales to external customers	$                      3,075,222	$                1,439,305	$                      4,514,527
Depreciation and amortization	2,560	32,785	35,345
Segment income (loss) before taxes	31,407	313,768	345,175
Segment assets	849,950	1,434,658	2,284,608
For the period ended June 30, 2012
Sales to external customers	$                       3,623,318	$                   872,375	$                      4,495,693
Depreciation and amortization	1,694	3,295	4,989
Segment income (loss) before taxes	69,946	148,857	218,803
Segment assets	652,058	740,572	1,392,630

XML

1. Basis of Presentation

6 Months Ended

Jun. 30, 2013

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 six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.  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, 2012.

XML

3. Capital Stock

6 Months Ended

Jun. 30, 2013

Notes

3. Capital Stock

3.     CAPITAL STOCK

At June 30, 2013, the Company’s authorized stock consisted of 1,000,000,000 shares of common stock, with a par value of $0.001.

During the six months ended June 30, 2013, the Company issued no shares of common stock.

XML

6. Subsequent Event

6 Months Ended

Jun. 30, 2013

Notes

6. Subsequent Event

6.     SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no subsequent events to be reported.

XML

4. Income Taxes

6 Months Ended

Jun. 30, 2013

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 2011.

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

CONSOLIDATED BALANCE SHEETS PARENTHETICAL (USD $)	Jun. 30, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS PARENTHETICAL
Allowance for doubtful accounts receivable	$ 4,584	$ 7,833
Amortization of customer relationships	18,259	18,259
Accumulated amortization - trademarks	$ 1,085	$ 1,002
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

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 230,218	$ 146,418
Depreciation and amortization	35,345	4,989
Unrealized (gain)/loss on investment	(1,140)	(130)
Allowance for doubtful accounts	(3,249)
(Increase) Decrease in accounts receivable	(162,489)	53,805
(Increase) Decrease in inventory	2,507	(347,577)
(Increase) Decrease in prepaid expenses		5,308
(Increase) Decrease in deferred tax asset		5,400
(Increase) Decrease in other assets	(827)
Increase (Decrease ) in accounts payable and accrued liabilities	(222,709)	(29,298)
Increase (Decrease ) in deferred operating lease liability	(4,996)	1,054
Increase (Decrease ) in deferred tax liability	(2,400)
Increase (Decrease ) in corporate income tax payable	117,357	61,677
NET CASH USED IN OPERATING ACTIVITIES	(12,383)	(98,354)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments	1,687
Proceeds from the sale of investment		(2,015)
Purchase of fixed assets	(2,396)
NET CASH USED BY INVESTING ACTIVITIES	(709)	(2,015)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on related party loans		(1,671)
Purchase of treasury stock	(1,635)	(961)
Proceeds from loan payable	350,000
Payments on promissory note	(32,508)
Proceeds from credit line	(556,162)	(383,090)
NET CASH USED BY FINANCING ACTIVITIES	(240,305)	(385,722)
NET DECREASE IN CASH	(253,397)	(486,091)
CASH, BEGINNING OF PERIOD	415,962	589,472
CASH, END OF PERIOD	162,565	103,381
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	6,626	5,840
Income taxes

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 162,565	$ 415,962
Investment	5,444	5,991
Accounts receivable, net of allowance of $4,584 and $7,833, respectively	724,307	558,569
Prepaid corporate taxes	77,605	77,605
Inventory	798,429	800,936
Other asset	11,829	11,002
Total Current Assets	1,780,179	1,870,065
Property and Equipment, at cost
Office and computer equipment	700,735	698,339
Leasehold improvements	15,700	15,700
Property and Equipment, gross	716,435	714,039
Less accumulated depreciation	(260,198)	(224,935)
Net Property and Equipment	456,237	489,104
Other Assets
Deposits	29,862	29,862
Customer base, net of accumulated amortization of $18,259
Trademark, net of accumulated amortization of $1,085 and $1,002, respectively	565	648
Goodwill	17,765	17,765
Total Other Assets	48,192	48,275
Total Assets	2,284,608	2,407,444
Current Liabilities:
Accounts payable	472,217	697,339
Accrued liabilities	11,192	8,780
Deferred operating lease liability	9,594	14,590
Deferred tax liability	54,900	57,300
Corporate tax payable	117,357
Notes payable related parties	108,023	108,023
Business lines of credit	141,680	697,842
Loan payable	350,000
Promissory note, current portion	58,370	58,370
Total Current Liabilities	1,323,333	1,642,244
Long Term Liabilities
Promissory note	303,042	335,550
Total Long Term Liabilities	303,042	335,550
Total Liabilities	1,626,375	1,977,794
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	(77,594)	(77,594)
Treasury stock	(16,568)	(14,933)
Retained earnings	582,985	352,767
Total Shareholders' Equity	658,233	429,650
Total Liabilities and Shareholders' Equity	$ 2,284,608	$ 2,407,444

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7. Commitments and Contingencies

6 Months Ended

Jun. 30, 2013

Notes

7. Commitments and Contingencies

7.     COMMITMENTS AND CONTINGENCIES

Commitments

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 $8,800 per month.  The lease of the facility expires in 2014. 

Legal Contingency

On March 19, 2013, the Company received notice of a claim filed by a vendor requesting an additional payment of $38,264 for a piece of equipment that was purchased by the Company. The Company has a counter claim filed against the vendor for misrepresentation about the performance of the piece of equipment purchased. The Company has retained counsel to aggressively defend the matter.

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2. Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

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 six months ended June 30, 2013, because there are no outstanding dilutive instruments.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 12, 2013
Document and Entity Information
Entity Registrant Name	AMEXDRUG CORP
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
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	2013
Document Fiscal Period Focus	Q2