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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to____________
Commission file number 0-7473
Amexdrug Corporation
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(Exact name of small business issuer as specified in its charter)
NEVADA 95-2251025
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
8909 West Olympic Boulevard, Suite 208
Beverly Hills, California 90211
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(Address of principal executive offices)
Issuer's telephone number: (310) 855-0475
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: As of May 11, 2006, there were
8,473,866 shares of the issuer's common stock issued and outstanding.
AMEXDRUG CORPORATION
FORM 10-QSB
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
Item 1. Financial Statements (Unaudited)....................................3
Condensed Consolidated Balance Sheets -- As of
March 31, 2006 and December 31, 2005 (Unaudited)...................5
Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 2006 and 2005
(Unaudited)........................................................6
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2006 and 2005
(Unaudited)........................................................7
Notes to Condensed Consolidated Financial Statements
(Unaudited)........................................................8
Item 2. Management's Discussion and Analysis or Plan of Operation..........10
Item 3. Controls and Procedures............................................14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........14
Item 3. Defaults Upon Senior Securities....................................14
Item 4. Submission of Matters to a Vote of Security Holders................14
Item 5. Other Information..................................................15
Item 6. Exhibits and Reports on Form 8-K...................................15
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited condensed consolidated balance sheets of Amexdrug
Corporation, a Nevada corporation, and subsidiaries as of March 31, 2006 and
December 31, 2005, the related unaudited condensed consolidated statements of
operations for the three month periods ended March 31, 2006 and March 31, 2005,
the related unaudited condensed consolidated statements of cash flows for the
three month periods ended March 31, 2006 and March 31, 2005 and the notes to the
unaudited condensed consolidated financial statements follow. The consolidated
financial statements have been prepared by Amexdrug's management, and are
condensed; therefore they do not include all information and notes to the
financial statements necessary for a complete presentation of the financial
position, results of operations and cash flows, in conformity with accounting
principles generally accepted in the United States of America, and should be
read in conjunction with the annual consolidated financial statements included
in Amexdrug's annual report on Form 10-KSB/A for the year ended December 31,
2005.
The accompanying financial statements reflect all adjustments which
are, in the opinion of management, necessary to present fairly the results of
operations and financial position of Amexdrug Corporation consolidated with
Allied Med, Inc. and Dermagen, Inc., its wholly owned subsidiaries, and all such
adjustments are of a normal recurring nature. The names "Amexdrug", "we", "our"
and "us" used in this report refer to Amexdrug Corporation.
Operating results for the quarter ended March 31, 2006, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2006.
3
AMEXDRUG CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
Page
Condensed Consolidated Balance Sheets (Unaudited) -
March 31, 2006 and December 31, 2005.......................................5
Condensed Consolidated Statements of Operations
(Unaudited) for the Three Months Ended March 31, 2006 and 2005..............6
Condensed Consolidated Statements of Cash Flows
(Unaudited) for the Three Months Ended March 31, 2006 and 2005..............7
Notes to Condensed Consolidated Financial Statements.........................8
4
AMEXDRUG CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
2006 2005
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ASSETS
Current Assets
Cash and cash equivalents $ 205,031 $ 177,408
Accounts receivable, net of allowance
for doubtful accounts of $19,500 and $19,500 128,408 95,890
Inventory 67,247 77,931
Prepaid expenses 3,945 3,780
Deferred tax asset 7,768 7,768
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Total Current Assets 412,399 362,777
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Property and Equipment
Office and computer equipment 164,982 164,982
Leasehold improvements 15,700 15,700
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Total Property and Equipment 180,682 180,682
Less: Accumulated depreciation (141,228) (128,415)
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Net Property and Equipment 39,454 52,267
Lease Deposits 12,158 12,158
Customer Base, Net of Accumulated Amortization
of $3,044 and $1,522 15,215 16,737
Goodwill 17,765 17,765
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Total Assets $ 496,991 $ 461,704
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 369,282 $ 339,895
Notes payable to related parties 53,140 53,140
Accrued liabilities 7,199 7,461
Accrued income taxes 5,056 1,263
Current portion of capital lease obligations 7,115 8,190
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Total Current Liabilities 441,792 409,949
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Long-term Liabilities
Deferred income taxes 18,642 22,814
Capital lease obligations, net of current portion 18,463 19,336
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Total Long-Term Liabilities 37,105 42,150
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Stockholders' Equity
Common stock - $0.001 par value, 50,000,000
shares authorized, 8,473,866 shares issued
and outstanding 8,474 8,474
Additional paid-in capital 83,342 83,342
Accumulated deficit (73,722) (82,211)
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Total Stockholders' Equity 18,094 9,605
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Total Liabilities and Stockholders' Equity $ 496,991 $ 461,704
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See accompanying notes to condensed consolidated financial statements
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AMEXDRUG CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended March 31, 2006 2005
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Sales $ 1,074,800 $ 1,017,921
Cost of Goods Sold 935,734 961,068
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Gross Profit 139,066 56,853
Selling, general and administrative expense (130,305) (46,748)
Gain on litigation settlement - 27,234
Interest expense (651) (929)
Interest and other income - 33
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Income Before Taxes 8,110 36,443
Provision for (Benefit from) Income Taxes (379) 7,126
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Net Income $ 8,489 $ 29,317
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Basic Income Per Common Share $ - $ -
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Basic Weighted-Average Common Shares Outstanding 8,473,866 8,127,642
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See accompanying notes to condensed consolidated financial statements
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AMEXDRUG CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended March 31, 2006 2005
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Cash Flows from Operating Activities:
Net income $ 8,489 $ 29,317
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation 12,813 5,348
Amortization 1,522 -
Recovery of bad debt - (19,994)
Deferred income taxes (4,172) 6,326
Gain on litigation settlement - (27,234)
Changes in operating assets and liabilities:
Accounts receivable (32,518) 79,323
Inventory 10,684 36,216
Prepaid expenses (165) -
Accounts payable and accrued liabilities 32,918 (100,433)
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Net Cash Provided by Operating Activities 29,571 8,869
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Cash Flow from Investing Activities: - -
Cash Flows from Financing Activities:
Proceeds from borrowings from related party - 59,260
Payment for lawsuit settlement - (5,000)
Principal payments on capital lease obligations (1,948) (2,756)
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Net Cash Provided by (Used in)
Financing Activities (1,948) 51,504
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Net Increase in Cash 27,623 60,373
Cash at Beginning of Period 177,408 4,693
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Cash at End of Period $ 205,031 $ 65,066
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Supplemental Cash Flow Information:
Cash paid for interest $ 651 $ 929
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Supplemental Schedule of Noncash Investing and
Financing Activities:
Conversion of related party note payable to
common stock $ - $ 75,794
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See accompanying notes to condensed consolidated financial statements
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AMEXDRUG CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS
NOTE 1 -- Organization and Nature of Operations
Condensed Financial Statements -- The accompanying condensed financial
statements have been prepared by the Company and are unaudited. In the opinion
of management, the accompanying unaudited financial statements contain all
necessary adjustments for fair presentation, consisting of normal recurring
adjustments except as disclosed herein.
The accompanying unaudited interim financial statements have been condensed
pursuant to the rules and regulations of the Securities and Exchange Commission;
therefore, certain information and disclosures generally included in financial
statements have been condensed or omitted. The condensed financial statements
should be read in connection with the Company's annual financial statements
included in its annual report on Form 10-KSB as of December 31, 2005. The
financial position and results of operations for the three months ended March
31, 2006 are not necessarily indicative of the results to be expected for the
full year ending December 31, 2006.
Concentrations -- During the three months ended March 31, 2006, purchases from
two vendors accounted for 66% and 23% of total purchases. As of March 31, 2006,
accounts payable to these vendors accounted for 73% and 0% of the total accounts
payable, respectively.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 2004, the Company purchased inventory
totaling $34,304 from Amrx Corporation, a corporation owned by the president of
the Company. As of March 31, 2006 and 2005, amounts owed to Amrx constituted
$13,140 of the notes payable to related parties balance.
In October of 2005, the Company borrowed $40,000 from the wife of the president
of the Company to facilitate the purchase of Dermagen, Inc. The $40,000 note
matures in October of 2006, carries an annual interest rate of 8%, and interest
is payable every 6 months. As of March 31, 2006 and December 31, 2005, the
balance of this note was $40,000.
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AMEXDRUG CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS
NOTE 3 - SEGMENT INFORMATION
The Company has operations in two segments of its business, namely: Distribution
and health and beauty products. Distribution consists of the wholesale
pharmaceutical distribution and resale of brand and generic pharmaceutical
products, over-the-counter drugs and non-drug products and health and beauty
products. Health and beauty products consist of manufacturing and distribution
of health and beauty products.
The following tables describe information regarding the operations and assets of
these reportable business segments:
Health and
For the Three Months Beauty
Ended March 31, 2006 Distribution Products Total
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Sales to external customers $ 1,021,171 $ 53,629 $ 1,074,800
Segment income before taxes 4,214 3,896 8,110
Segment assets 401,460 112,191 513,651
March 31, 2006
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Total assets for reportable segments $ 513,651
Elimination of intersegment assets (16,660)
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Consolidated Total Assets $ 496,991
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Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Plan of Operation.
Not applicable.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview
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Amexdrug Corporation is located at 8909 West Olympic Boulevard, Suite
208, Beverly Hills, California 90211. Its phone number is (310) 855-0475. Its
fax number is (310) 855-0477. Its website is www.amexdrug.com. Shares of
Amexdrug common stock are traded on the OTC Bulletin Board under the symbol
AXRX.OB. The President of Amexdrug has had experience working in the
pharmaceutical industry for the past 20 years.
Through its wholly-owned subsidiaries, Allied Med, Inc. and Dermagen,
Inc., Amexdrug is primarily a full-line, wholesale distributor of
pharmaceuticals, over-the-counter (OTC) products, health and beauty care
products, and nutritional supplements. Dermagen, Inc. also manufactures products
which it sells. Amexdrug Corporation distributes its products through Allied
Med, Inc. and Dermagen, Inc. primarily to independent pharmacies in the western
and southeastern regions of the United States, and secondarily to small and
medium-sized pharmacy chains, alternative care facilities and other wholesalers
and retailers. Over the next several months, Amexdrug Corporation anticipates
expanding its market area to include other regions in the continental United
States.
Amexdrug Corporation was initially incorporated under the laws of the
State of California on April 30, 1963 under the name of Harlyn Products, Inc.
Harlyn Products, Inc. was engaged in the business of selling jewelry to
department stores and retail jewelry stores until the mid-1990s.
The name of the Company was changed to Amexdrug Corporation in April
2000 to reflect the change in the Company's business to the sale of
pharmaceutical products. The officers and directors of the Company also changed
in April 2000. The domicile of the Company was changed from California to Nevada
in December 2001. At that time the Company changed its fiscal year end from June
30 to December 31.
Allied Med, Inc.
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On December 31, 2001, Amexdrug acquired all of the issued and
outstanding common shares of Allied Med, Inc., an Oregon corporation, ("Allied
Med") in a share exchange. Amexdrug acquired all 50,000 issued and outstanding
shares of Allied Med common stock from its sole shareholder, Mr. Jack Amin, in
exchange for 7,000,000 restricted common shares of Amexdrug and the assumption
of a $100,000 promissory note, and all accrued interest thereon owed by Mr. Amin
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to Allied Med. At all times during the negotiations of the transaction, Mr. Amin
was an officer, director and controlling shareholder of both companies.
Consideration for the acquisition was determined through negotiations between
the boards of directors of both companies and was based on Allied Med's past
operating history and potential for future growth.
Allied Med was formed as an Oregon corporation in October 1997, to
operate in the pharmaceutical wholesale business of selling brand name and
generic pharmaceutical products, over-the-counter (OTC) drug and non-drug
products and health and beauty products to independent and chain pharmacies,
alternative care facilities and other wholesalers.
Amexdrug has assumed the operations of Allied Med as its primary
operations, and Amexdrug intends to build on the pharmaceutical wholesale
operations of Allied Med.
The accompanying financial information includes the operations of
Allied Med, Inc. for all periods presented and the operations of Amexdrug
Corporation from April 25, 2000.
Dermagen, Inc.
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Amexdrug completed its purchase of Dermagen, Inc. on October 7, 2005
with Amexdrug paying $70,000 cash to the Dermagen, Inc. shareholders. Amexdrug
borrowed approximately $40,000 from Nora Amin, the wife of Amexdrug's CEO, which
was used to complete the acquisition. Dermagen, Inc. is now an operating
subsidiary of Amexdrug. The acquisition of Dermagen, Inc. is not considered to
be an acquisition of a significant amount of assets which would require audited
financial statements of Dermagen, Inc.
Dermagen, Inc. is a growing manufacturing company specializing in the
manufacturing and distribution of certain pharmaceuticals, medical devices,
health and beauty products. Dermagen, Inc. has a U.S.-FDA registered and state
FDA approved manufacturing facility licensed to develop high margin skin and
novel health and beauty products for niche markets. Our competitive advantage is
in our superior product research and development for large leading domestic and
international companies.
Royal Health Care Company
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In October 2003, Allied Med, Inc. acquired 100% of the assets of Royal
Health Care Company. Royal Health Care Company is a health and beauty company
which has sold specially manufactured facial and body creams, arthritic pain
relief medications and an exclusive patented hair care product to pharmacies,
beauty salons, beauty supply stores and other fine shops. Royal Health Care
Company uses the highest quality ingredients for the finest quality products.
Each product has been formulated with the essential ingredients and plant
extracts to achieve optimum potential and quality. Royal Health Care Company
products are manufactured by a third party in an FDA approved manufacturing
facility.
The Royal Health Care Company assets acquired include the "Royal Health
Care Company" name, logo, and related trademarks, all formulas to products
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manufactured for sale under the Royal Health Care Company name, and the Royal
Health Care Company list of customers. These intellectual property rights were
acquired without cost from a company in which Jack Amin's wife is a principal
shareholder. Mr. Amin is the CEO and Chairman of Amexdrug Corporation and Allied
Med, Inc. Management believes this acquisition will provide the Company with an
opportunity to increase the number of products sold by the Company, and expand
the Company's customer base.
New subsidiaries formed
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On October 28, 2004, Amexdrug formed a new subsidiary, Royal Health
Care, Inc. as a Nevada corporation. Royal Health Care, Inc. was formed to
manufacture and sell health and beauty products.
On November 8, 2004, Amexdrug formed a new subsidiary, Biorx
Pharmaceuticals, Inc. as a Nevada corporation. Biorx Pharmaceuticals, Inc. was
formed for the purpose of repacking and selling generic and branded
pharmaceuticals.
Results of Operations
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For the three months ended March 31, 2006, Amexdrug reported sales of
$1,074,800, comprised entirely of income from Allied Med, Inc.'s and Dermagen,
Inc.'s pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, and over-the-counter (OTC) health and beauty products.
This is $56,879 more than the $1,017,921 of sales reported for the three months
ended March 31, 2005. During the three month period ended March 31, 2006,
Amexdrug experienced an increase in total sales due, in part, to the acquisition
of Dermagen, Inc. in October 2005 and the sale of Dermagen, Inc. products in
first quarter 2006. Cost of goods sold for the three months ended March 31, 2006
was $935,734, a decrease of $25,334 over the $961,068 cost of goods sold for the
three months ended March 31, 2005. During the three months ended March 31, 2006
gross profit increased by $82,213 to $139,066, or 12.9% of sales, from the
$56,853, or 5.6% of sales recorded for the three months ended March 31, 2005.
The improvement in gross profit margin is attributable to the sale of higher
gross margin products manufactured and sold by Dermagen, Inc.
Selling, general and administrative expense was $130,305 for the three
months ended March 31, 2006, an increase of $83,557 from the $46,748 of selling,
general and administrative expense recorded for the three months ended March 31,
2005. This increase in selling, general and administrative expense is
attributable to increased employee expense and lease obligations assumed by the
Company due to its acquisition of Dermagen, Inc.
During the three months ended March 31, 2005, Amexdrug recorded a
nonrecurring gain from litigation settlement of $27,234. In a lawsuit, the
parties reached a settlement under which Allied Med, Inc. paid a vendor $5,000
to settle a claim of $32,234. A gain of $27,234 was recognized upon payment.
During the three months ended March 31, 2006, there was no similar income.
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During the three months ended March 31, 2006, Amexdrug experienced net
income of $8,489, a decrease of $20,828 from the $29,317 of net income recorded
for the three months ended March 31, 2005. Amexdrug's decrease in net profits
during the three month period ended March 31, 2006 is attributable largely to
the fact that Amexdrug had no gain on litigation settlement in the first quarter
of 2006, while it had a nonrecurring $27,234 gain on litigation settlement
during the three months ended March 31, 2005.
Liquidity and Capital Resources - March 31, 2006
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As of March 31, 2006, Amexdrug reported total current assets of
$412,399, comprised primarily of cash and cash equivalents of $205,031, accounts
receivable of $128,408 and inventory of $67,247. Total assets as of March 31,
2006 were $496,991, which included total current assets, plus net property and
equipment of $39,454, lease deposits of $12,158, customer base of $15,215 and
goodwill of $17,765.
Amexdrug's liabilities as of March 31, 2006 consisted of accounts
payable of $369,282, payables to related parties of $53,140, accrued liabilities
of $7,199, accrued income taxes of $5,056, current portion of capital lease
obligations of $7,115, and total long-term liabilities of $37,105.
During the three months ended March 31, 2006, Amexdrug had $29,571 cash
provided by operating activities compared to $8,869 cash provided by operating
activities in the three months ended March 31, 2005. The primary adjustments to
reconcile net income to net cash provided by operating activities during the
first quarter of 2006 were as follows: an increase in accounts receivable of
$32,518, a decrease in inventory of $10,684, an increase in accounts payable and
accrued liabilities of $32,918, a decrease in deferred income taxes of $4,172,
depreciation expense of $12,813 and amortization expense of $1,522. Amexdrug had
$205,031 in cash and cash equivalents at March 31, 2006. Operations have
primarily been funded through cash generated from operations. Management does
not anticipate that Amexdrug will need to seek additional financing during the
next twelve months.
Forward-looking statements
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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.
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Item 3. Controls and Procedures.
Under the supervision and with the participation of management, our
principal executive officer and principal financial officer evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 ("Exchange Act"), as of March 31, 2006. Based on this
evaluation, our principal executive officer and our principal financial officer
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective and adequately designed to
ensure that the information required to be disclosed by us in the reports we
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the applicable rules and forms and that
such information was accumulated and communicated to our chief executive officer
and chief financial officer, in a manner that allowed for timely decisions
regarding required disclosure.
During the last fiscal quarter ended March 31, 2006, there has been no
change in internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting.
ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REPORT
REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE
RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Amexdrug is not presently a party to any material pending legal
proceedings. To the best of Amexdrug's knowledge, no governmental authority or
other party has threatened or is contemplating the filing of any material legal
proceeding against Amexdrug.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
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Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit
Number Description
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31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed by Amexdrug during the
quarter ended March 31, 2006.
15
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMEXDRUG CORPORATION
Date: May 12, 2006 By: /s/ Jack Amin
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Jack Amin
Director, President, Chief
Executive Officer, Chief
Financial Officer and Chief
Accounting Officer
16
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