-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EOdZmN0o1OpeEGSjpGMflt3R1wNo5Gd6IJ5kU4agXIQw74yr6QWg+zDxEUK4RZ+9 DL5Pt7MXsZAduXnAvJNYkQ== 0001096906-01-500089.txt : 20010524 0001096906-01-500089.hdr.sgml : 20010524 ACCESSION NUMBER: 0001096906-01-500089 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMEXDRUG CORP CENTRAL INDEX KEY: 0000045621 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 952251025 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 001-10304 FILM NUMBER: 1646334 BUSINESS ADDRESS: STREET 1: 369 SOUTH DOHENY DR SUITE 326 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3108550475 MAIL ADDRESS: STREET 1: 369 SOUTH DOHENY DR SUITE 326 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 10KSB 1 amex10ksb_june1999.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-KSB (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended June 30, 1999 --------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to -------- ------- Commission File number 1-10304 ------------- AMEXDRUG CORPORATION (formally Harlyn Products Inc.) ------------------------------------------------------------------- (Exact name of registrant as specified in charter) California 95-2251025 - -------------------------------------------- -------------------------- State or other jurisdiction of incorporation (I.R.S. Employer I.D. No.) or organization 369 South Doheny Dr., # 326, Beverly Hills, Ca 90211 - ------------------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code 1-310-855-0475 ----------------------- Securities registered pursuant to section 12 (b) of the Act: Title of each class Name of each exchange on which registered None None - -------------------- ----------------------------------------- Securities registered pursuant to section 12 (g ) of the Act: None ---------------------------------------------------------- (Title of Class) Check whether the Issuer (1 ) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [x ] No [ ] (2) Yes [x] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State issuer's revenues for its most recent fiscal year: $ 0 ----------- State the aggregate market value of the voting stock held by non affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such -1- stock, as of a specified date within the past 60 days. At June 30, 1999, the aggregate market value of the voting stock held by non affiliates is undeterminable and is considered to be 0. During the past two years there has been no trading on any exchange or over the counter. (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not applicable (APPLICABLE ONLY TO CORPORATE REGISTRANTS) As of June 30, 1999, the registrant had 52,783 shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the part of the form 10- KSB (e.g., part I, part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or (c) under the Securities Act of 1933: None -2- TABLE OF CONTENTS - -------------------------------------------------------------------------------- PART I - ------ Page ---- ITEM 1. DESCRIPTION OF BUSINESS 4 ITEM 2. DESCRIPTION OF PROPERTIES 4 ITEM 3. LEGAL PROCEEDINGS 5 ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 5 PART II - ------- ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 5 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 5 ITEM 7. FINANCIAL STATEMENTS 7 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 7 PART III - -------- ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT 7 ITEM 10. EXECUTIVE COMPENSATION 9 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 10 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 10 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K 11 -3- - -------------------------------------------------------------------------------- ITEM 1. DESCRIPTION OF BUSINESS - -------------------------------------------------------------------------------- History and Organization The Company was incorporated under the laws of the state of California on April 30, 1963 with authorized common stock of 10,000,000 shares at a par value of $.10 and 1,000,000 preferred shares with a par value of $1.00 with the name of Harlyn Products Inc,. The Company has been engaged in the business of selling jewelry to department stores and retail jewelry stores. On March 21, 1997 the Company filed for bankruptcy in the United States Bankruptcy Court, Central District of California in the Los Angeles Division under Chapter 11, with Howard M. Ehrenberg as trustee, and emerged from bankruptcy on April 24, 2000 under Chapter 7 with no remaining assets or liabilities. The bankruptcy settlement included a name change from "Harlyn Products Inc." to "Amexdrug Corporation", a change in officers, a change in the par value of the common shares from $.10 to $.001, a cancellation of the authorized and any outstanding preferred shares, a reverse common stock split of one hundred shares of outstanding stock for one share, and the issuance of 1,000,000 post split common shares in exchange for $100,000 which was paid into the bankruptcy court. The total of the post split outstanding shares, following completion of the terms of the settlement, was 1,052,783. Amended articles of incorporation completing the terms of the bankruptcy was filed by the trustee in the state of California on June 22, 2000. This report has been prepared showing the name "Amedrug Corporation" and the common stock, after the stock split, at a par value of $.001, from inception. The retained earnings (deficit) and the capital in excess of par value has been restated and dated April 25, 2000 with the statement of operations to begin on April 25, 2000. This report has been prepared showing financial statements at April 24, 2000 assuming that they were the balances at June 30, 1999. After April 25, 2000 the Company has been in the development stage. The Company intends to take advantage of any reasonable business proposal presented which management believes will provide the Company and its stockholders with a viable business opportunity. The board of directors will make the final approval in determining whether to complete any acquisition, and unless required by applicable law, the articles of incorporation or bylaws or by contract, stockholders' approval will not be sought. - -------------------------------------------------------------------------------- ITEM 2. DESCRIPTION OF PROPERTIES - -------------------------------------------------------------------------------- The Company does not own or lease any real estate properties. -4- - -------------------------------------------------------------------------------- ITEM 3. LEGAL PROCEEDINGS - -------------------------------------------------------------------------------- None except for the bankruptcy reported in form 8K filed during September 2000 - -------------------------------------------------------------------------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - -------------------------------------------------------------------------------- None - -------------------------------------------------------------------------------- ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - -------------------------------------------------------------------------------- During the past two years through June 30, 1999 there has been no trading of the Company's capital stock. Since its inception, the Company has not paid any dividends on its common stock, and the Company does not anticipate that it will pay dividends in the foreseeable future. At June 30, 1999 the Company had approximately 198 shareholders. - -------------------------------------------------------------------------------- ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - -------------------------------------------------------------------------------- Overview The Company was incorporated under the laws of the state of California on April 30, 1963 with authorized common stock of 10,000,000 shares at a par value of $.10 and 1,000,000 preferred shares with a par value of $1.00 with the name of Harlyn Products Inc,. The Company has been engaged in the business of selling jewelry to department stores and retail jewelry stores. On March 21, 1997 the Company filed for bankruptcy in the United States Bankruptcy Court, Central District of California in the Los Angeles Division under Chapter 11, with Howard M. Ehrenberg as trustee, and emerged from bankruptcy on April 24, 2000 under Chapter 7 with no remaining assets or liabilities. The bankruptcy settlement included a name change from "Harlyn Products Inc." to "Amexdrug Corporation", a change in officers, a change in the par value of the common shares from $.10 to $.001, a cancellation of -5- the authorized and any outstanding preferred shares, a reverse common stock split of one hundred shares of outstanding stock for one share, and the issuance of 1,000,000 post split common shares in exchange for $100,000 which was paid into the bankruptcy court. The total of the post split outstanding shares, following completion of the terms of the settlement, was 1,052,783. Amended articles of incorporation completing the terms of the bankruptcy was filed by the trustee in the state of California on June 22, 2000. This report has been prepared showing the name "Amedrug Corporation" and the common stock, after the stock split, at a par value of $.001, from inception. The retained earnings (deficit) and the capital in excess of par value has been restated and dated April 25, 2000 with the statement of operations to begin on April 25, 2000. This report has been prepared showing the financial statements at April 24, 2000 assuming that they were the balances at June 30, 1999. After April 25, 2000 the Company has been in the development stage. The Company intends to take advantage of any reasonable business proposal presented which management believes will provide the Company and its stockholders with a viable business opportunity. The board of directors will make the final approval in determining whether to complete any acquisition, and unless required by applicable law, the articles of incorporation or bylaws or by contract, stockholders' approval will not be sought. The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and will require the Company to incur substantial costs for payment of accountants, attorneys, and others. If a decision is made not to participate in or complete the acquisition of a specific business opportunity, the costs incurred in a related investigation will not be recoverable. Further, even if an agreement is reached for the participation in a specific business opportunity by way of investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all related costs incurred. In the past the board of directors has approved a resolution authorizing the Company to issue shares of its common stock as consideration for monies advanced or services rendered on behalf of the Company. Currently, management is not able to determine the time or resources that will be necessary to complete the participation in or acquisition of any future business prospect. Liquidity and Capital Resources The Company does not have any assets. Results of Operations Since the Company ceased operations in 1997, its only activity, to date has involved the investigation and purchase of potential business opportunities. -6- - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements of the Company are included immediately following the signature page to this form. - -------------------------------------------------------------------------------- ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - -------------------------------------------------------------------------------- The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures of financial disclosure except as reported in form 8K filed in September 2000. - -------------------------------------------------------------------------------- ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT - -------------------------------------------------------------------------------- On June 30, 1999 the Company was in bankruptcy and under control of the court. The following information is given assuming it was effective for June 30, 1999. The following table as of April 24, 2000, includes the name, age, and position of each executive officer and director and the term of office of each director of the Company. Name Age Position Director and/or Officer Since - ---- --- -------- ----------------------------- Jack Amin 41 President and Director April 2000 Each director of the Company serves for a term of one year and until his successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until his successor is elected at the annual meeting of the board of directors and is qualified. Included below is certain biographical information regarding each of the Company's executive officers and directors. Jack Amin Mr. Amin holds a Bachelor of science in Electronic Engineering from Western State College of Engineering of LA, California in 1982. Since 1980 Mr. Amin has been engaged in various capacities, including sales and management, within the pharmaceutical industry. He is currently the President, Chief Executive Officer and Director of Allied Med Wholesale drug company, which he founded in 1997. -7- Except as indicated below, to the knowledge of management, during the past year, no present or former director, executive officer or person nominated to become a director or an executive officer of the Company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated. (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgement in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. Compliance with Section 16(a) of the Exchange Act Since the Company ceased operations in 1997, the Company knows of no person, who at any time during the subsequent fiscal years, was a director, officer, beneficial owner of more than ten percent of any class of equity securities of the registrant registered pursuant to Section 12 ("Reporting Person"), that failed to file on a timely basis any reports required to be furnished pursuant to Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the registrant under Rule 16a-3(d) during its most recent fiscal year, other than disclosed below, the registrant knows of no Reporting Person that failed to file the required reports during the most recent fiscal year or prior years. -8- The following table as of April 24, 2000, includes the name and position of each Reporting Person that failed to file on a timely basis any reports required pursuant to Section 16(a) during the most recent fiscal year or prior years. Name Position Report to be Filed - ---- -------- ------------------ Jack Amin President and Director Form 3 - -------------------------------------------------------------------------------- ITEM 10. EXECUTIVE COMPENSATION - -------------------------------------------------------------------------------- Cash Compensation There was no cash compensation paid to any director or executive officer of the Company during the fiscal year ended June 30, 1999. Bonuses and Deferred Compensation None. Compensation Pursuant to Plans None. Pension Table None. Other Compensation None Compensation of Directors None. Termination of Employment and Change of Control Arrangement There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a changing in control of the Company. -9- - -------------------------------------------------------------------------------- ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------------------------------------------------------------------------------- On June 30, 1999 the Company was in bankruptcy and under control of the court. The following information is given assuming it was effective for June 30, 1999. The following table as of April 24, 2000, includes the name and address and the number of shares of the Company's Common Stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the 1,052,783 issued and outstanding shares of the Company's Common Stock, and the name and share holdings of each director and of all officers and directors as a group. Nature of Number of Name of Person or Group Ownership (1) Shares Owned Percent - ----------------------- -------------- ------------ ------- Officers and Directors and Principal Shareholders: Jack Amin Direct 1,000,000 95% All Officers and Directors as a Group (1 persons) Direct 1,000,000 95% (1) All shares owned directly are owned beneficially and of record, and such shareholder has sole voting, investment, and dispositive power, unless otherwise noted. - -------------------------------------------------------------------------------- ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------------------------------- Transactions with Management and Others Except as indicated below, and for the periods indicated, there were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. services rendered and reimbursement of expenses incurred on behalf of the Company due to the Company's reduced operational status and lack of funds to cover such expenses. -10- Indebtedness of Management There were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000 and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest. Transactions with Promoters The Company was organized more than five years ago therefore transactions between the Company and its promoters or founders are not deemed to be material. - -------------------------------------------------------------------------------- ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------------- (a) (1) Financial Statements. The following financial statements are included in this report: Title of Document Page Unaudited financial statements - prepared by management 13 Balance Sheet as of June 30, 1999 14 Statement of Operations for year ended June 30, 1999 15 Statement of Stockholders' Equity for the year ended June 30, 1999 16 Statement of Cash Flows for the year ended June 30, 1999 17 Notes to Financial Statements 19 (a)(2) Financial Statement Schedules. The following financial statement schedules are included as part of this report: None (a)(3) Exhibits. None -11- - -------------------------------------------------------------------------------- SIGNATURES - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by following persons on behalf of the Registrant and in the capacities and on the dates indicated: AMEXDRUG CORPORATION (formally Harlyn Productrs Inc.) /s/ Jack Amin ------------------------------ Jack Amin - President & CFO Date: May 21, 2001 -12- UNAUDITED FINANCIAL STATEMENTS The accompanying balance sheet of Amexdrug Corporation (development stage company) at June 30, 1999, and the related statements of operations, statement of stockholders' equity, and the statement of cash flows for the year ended June 30, 1999, have been prepared by the Company's management in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. On March 21, 1997 the Company filed for bankruptcy in the United States Bankruptcy Court, Central District of California in the Los Angeles Division under Chapter 11, with Howard M. Ehrenberg as trustee, and emerged from bankruptcy on April 24, 2000 under Chapter 7 with no remaining assets or liabilities. This report has been prepared showing financial statements at April 24, 2000 assuming that they were the balances at June 30, 1999. -13- AMEXDRUG CORPORATION (development stage company) BALANCE SHEET June 30, 1999 - -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash $ - --------- Total Current Assets $ - ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ - -------- Total Current Liabilities - -------- STOCKHOLDERS' EQUITY Common stock 10,000,000 shares authorized, at $0.001 par value, 52,783 shares issued and outstanding 53 Capital in excess of par value - dated April 25, 2000 - Note 1 (53) Deficit - dated April 25, 2000 - Note 1 - --------- Total Stockholders' Equity - --------- $ - ========= The accompanying notes are an integral part of these financial statements. -14- AMEXDRUG CORPORATION (development stage company) STATEMENT OF OPERATIONS For the Year Ended June 30, 1999 - -------------------------------------------------------------------------------- REVENUES $ -- EXPENSES -- ------- NET LOSS $ -- ======= NET LOSS PER COMMON SHARE Basic $ -- ------- AVERAGE OUTSTANDING SHARES Basic 52,783 ------- The accompanying notes are an integral part of these financial statements. -15- AMEXDRUG CORPORATION (development stage company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Year Ended June 30, 1999 - -------------------------------------------------------------------------------- (Dated April 25, 2000) ---------------------- Common Stock Capital in ---------------- Excess of Accumulated Shares Amount Par Value Deficit ------ ------ --------- ------------ Balance June 30, 1999 52,783 $ 53 $ (53) $ - ====== ====== ======== =========== The accompanying notes are an integral part of these financial statements. -16- AMEXDRUG CORPORATION (development stage company) STATEMENT OF CASH FLOWS For the Year Ended June 30, 1999 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ - Adjustments to reconcile net loss to net cash provided by operating activities Net Cash From Operations - -------- CASH FLOWS FROM INVESTING ACTIVITIES - --------- CASH FLOWS FROM FINANCING ACTIVITIES - -------- Net Increase (Decrease) in Cash - Cash at Beginning of Period - -------- Cash at End of Period $ - ======== The accompanying notes are an integral part of these financial statements. -17- AMEXDRUG CORPORATION NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. ORGANIZATION The Company was incorporated under the laws of the state of California on April 30, 1963 with authorized common stock of 10,000,000 shares at a par value of $.10 and 1,000,000 preferred shares with a par value of $1.00 with the name of Harlyn Products Inc,. The Company has been engaged in the business of selling jewelry to department stores and retail jewelry stores. On March 21, 1997 the Company filed for bankruptcy in the United States Bankruptcy Court, Central District of California in the Los Angeles Division under Chapter 11, with Howard M. Ehrenberg as trustee, and emerged from bankruptcy on April 24, 2000 under Chapter 7 with no remaining assets or liabilities. The bankruptcy settlement included a name change from "Harlyn Products Inc." to "Amexdrug Corporation", a change in officers, a change in the par value of the common shares from $.10 to $.001, a cancellation of the authorized and any outstanding preferred shares, a reverse common stock split of one hundred shares of outstanding stock for one share, and the issuance of 1,000,000 post split common shares in exchange for $100,000 which was paid into the bankruptcy court. The total of the post split outstanding shares, following completion of the terms of the settlement, was 1,052,783. Amended articles of incorporation completing the terms of the bankruptcy was filed by the trustee in the state of Nevada on June 22, 2000. This report has been prepared showing the name "Amedrug Corporation" and the common stock, after the stock split, at a par value of $.001, from inception. The retained earnings (deficit) and the capital in excess of par value has been restated and dated April 25, 2000 with the statement of operations to begin on April 25, 2000.This report has been prepared showing financial statements at April 24, 2000 assuming that they were the balances at June 30, 1999. After April 25, 2000 the Company has been in the development stage. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods - ------------------ The Company recognizes income and expenses based on the accrual method of accounting. -18- AMEXDRUG CORPORATION NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Dividend Policy - --------------- The Company has not yet adopted a policy regarding payment of dividends. Income Taxes - ------------ For the year ended June 30, 1999 the Company did not have a net operating loss carry forward. The pre- bankruptcy net operating losses are not available for carryover because there are no assets and there has been a substantial change in its stockholders. Basic and Diluted Net Income (Loss) Per Share - --------------------------------------------- Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. Financial Instruments - --------------------- The carrying amounts of financial instruments are considered by management to be their estimated fair values. Estimates and Assumptions - ------------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. Comprehensive Income - -------------------- The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholder's equity. -19- AMEXDRUG CORPORATION NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Recent Accounting Pronouncements - -------------------------------- The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. 3. GOING CONCERN The Company intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company however the Company does not have the working capital to be successful in this effort. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding which will enable the Company to operate for the coming year. 4. RELATED PARTY TRANSACTIONS On the emergence from bankruptcy related parties acquired 95% of the outstanding common capital stock -20- -----END PRIVACY-ENHANCED MESSAGE-----