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       December 31, 2001
                                   -------------------------------

( )      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      0-7473
                                -------------------


                              AMEXDRUG CORPORATION
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


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

8909 West Olympic Blvd., Suite 112, Beverly Hills, CA          90211
-----------------------------------------------------       ------------
   (Address of principal executive offices)                  (Zip Code)


Issuer's telephone number, including area code       (310) 855-0475
                                                --------------------------

Website:  www.amwdrug.com
         -----------------

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 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:  $21,254,081

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
stock, as of a specified date within the past 60 days.

<PAGE>


At March 28, 2002, the aggregate market value of the voting stock held by non
affiliates was $763,329.42, based upon only 217,783 shares held by non-
affiliates, and the average of the bid price ($1.01 per share) and the asked
price ($6.00 per share) of $3.505 per share.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of March 25, 2002, the registrant had 8,052,783 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




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                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----
PART I
------

ITEM 1.    DESCRIPTION OF BUSINESS.......................................... 4

ITEM 2.    DESCRIPTION OF PROPERTIES........................................13

ITEM 3.    LEGAL PROCEEDINGS................................................14

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS................14


PART II
-------

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........15

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........16

ITEM 7.    FINANCIAL STATEMENTS.............................................18

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL DISCLOSURE......................................28


PART III
--------

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE
              ACT...........................................................29

ITEM 10.   EXECUTIVE COMPENSATION...........................................31

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT....................................................32

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................33

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.................................34



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                                     PART I

MANY STATEMENTS MADE IN THIS REPORT ARE FORWARD-LOOKING STATEMENTS THAT ARE NOT
BASED ON HISTORICAL FACTS. ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
REPORT REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND
INVOLVE RISKS AND UNCERTAINTIES. BECAUSE THESE FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES, THERE ARE IMPORTANT FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE
FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MAY VARY MATERIALLY.

------------------------------------------------------------------------------
                         ITEM 1. DESCRIPTION OF BUSINESS
------------------------------------------------------------------------------

General

Amexdrug Corporation, a Nevada corporation, is primarily a full-line, wholesale
distributor of pharmaceuticals, over-the-counter products, health and beauty
care products, and nutritional supplements. Amexdrug Corporation distributes its
products 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.

References in this report to "we," "our," "us," the "Company" and "Amexdrug"
refer to Amexdrug Corporation and also to our subsidiary, Allied Med, Inc. where
appropriate.

Amexdrug currently has 50,000,000 shares of authorized common stock $.001 par
value, of which 8,052,783 are issued and outstanding.

Significant acquisitions

                                Allied Med, Inc.
                                ----------------

On December 31, 2001, Amexdrug acquired all of the issued and outstanding common
shares of Allied Med, Inc., an Oregon corporation ("Allied") in a share
exchange. Amexdrug acquired the 50,000 issued and outstanding shares of Allied
Med, Inc. from its sole shareholder, Jack Amin, in exchange for 7,000,000
restricted common shares of Amexdrug, and Amexdrug assumed responsibility for
payment of a $100,000 promissory note and accrued interest thereon owned by Mr.
Amin to Allied Med, Inc. At all times during the negotiations of the
transaction, Mr. Amin was an officer, director and controlling shareholder of
both companies. Allied Med, Inc. is sometimes referred to herein as "Allied".

Consideration for the acquisition was determined through negotiations between
the boards of directors of both companies and was based on Allied's past
operating history and future potential growth.

Allied was formed as an Oregon corporation in October 1997, to operate as a full
line wholesaler of pharmaceuticals, over-the-counter and non-drug products and
health and beauty aids. In 1998, Allied's gross sales were approximately $2.8
million. In 1999, Allied's gross sales exceeded $5 million.

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<PAGE>



In 2000, Allied's gross sales exceeded $8 million. In 2001, Allied's gross sales
were approximately $21.2 million.

As discussed herein, Amexdrug has assumed the operations of Allied as its
primary operations, and Amexdrug intends to build on the wholesale
pharmaceutical operations of Allied. All future operations in the wholesale
pharmaceutical industry will be conducted through Allied.

Industry trends

                      Pharmaceutical and healthcare markets

According to IMS Health, a company specializing in information services for the
pharmaceutical and health care industries, the United States is the world's
largest pharmaceutical market, with 2000 sales of $150 billion, including
diagnostics and over-the-counter drugs. That figure is expected to rise to $263
billion in 2005, a projected compound annual growth rate of 11.8%. This
continued growth rate of the sales of pharmaceutical products was attributed to
a number of factors including:

          .    the value added by the introduction of new drugs into the
               marketplace, which more than offsets the value lost by
               medications losing patent protection;
          .    new patterns of drug lifestyle management, resulting in higher
               sales occurring earlier in the life cycle of a medication;
          .    increased money spent on direct-to-consumer marketing
               initiatives; and
          .    an unprecedented period of investment by pharmaceutical
               companies worldwide.

Amexdrug believes that, currently, the pharmaceutical and health care product
markets are serviced primarily by traditional full-line wholesalers.

                                    Internet

The Internet has emerged as the fastest growing communications medium in history
and is dramatically changing how businesses and individuals communicate and
share information. International Data Corporation estimates that the number of
Internet users will grow from 97 million at the end of 1998 to 320 million by
2002. The Internet has created new opportunities for conducting commerce, such
as business-to-consumer and person-to-person e-commerce. Recently, the
widespread adoption of intranets and the acceptance of the Internet as a
business communications platform has created a foundation for
business-to-business e-commerce that offers the potential for organizations to
streamline complex processes, lower costs and increase productivity.
Internet-based business-to-business e-commerce may be poised for rapid growth
and could represent a significantly larger opportunity than business-to-consumer
or person-to- person e-commerce. According to Gartner Group, worldwide
business-to-business Internet revenue was $433.3 billion in 2000, and in 2001
that total was projected to reach $919 billion. North America accounted for 59%
of the worldwide total in 2000, with business-to-business Internet commerce
totaling $255 billion, and is anticipated to represent 52% of the projected $480
billion in 2001. By 2005, worldwide business-to-business Internet commerce is
expected to be more than $8.5 trillion, and the North American region will total
$3.6 trillion, which will be 42% of the overall market. Amexdrug hopes, although
it cannot guarantee, that it will benefit from this growth.


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The dynamics of business-to-business e-commerce relationships differ
significantly from those of other e-commerce relationships. Business-to-
business e-commerce solutions frequently automate processes that are fundamental
to a business' operations by replacing various paper-based transactions with
electronic communications. In addition, business-to-business e-commerce
solutions must often be integrated with a customer's existing systems, a process
that can be complex, time-consuming and expensive. Consequently, selection and
implementation of a business-to-business e-commerce solution represents a
significant commitment by the customer, and the costs of switching solutions are
high. In addition, because business transactions are typically recurring and
non-discretionary, the average order size and lifetime value of a
business-to-business e-commerce customer is generally greater than that of a
business-to-consumer e-commerce customer. These solutions are likely to be most
readily accepted by industries characterized by a large number of buyers and
sellers, a high degree of fragmentation among buyers, sellers or both,
significant dependence on information exchange, large transaction volume and
user acceptance of the Internet.

Objectives and strategy

Amexdrug's key business objective is to become a leading full-line wholesale
distributor of pharmaceuticals, over-the-counter products, health and beauty
care products and nutritional supplements, with an emphasis on online sales.

To accomplish this objective, Amexdrug plans to:

          .    market its name, products and services to create brand
               recognition and generate and capture traffic on its websites;
          .    provide quality products at competitive prices and efficient
               service;
          .    develop strategic relationships that increase Amexdrug's
               product offerings; and
          .    attract and retain exceptional employees.

Sales and marketing, customer service and support

Our products are sold both through traditional wholesale distribution lines and
e-commerce venues, including our website, www.amwdrug.com. We believe our
e-commerce, business-to-business model will allow the Company to leverage its
existing wholesale distribution business, thus increasing its ability to
effectively market and distribute its products. The Company uses a variety of
programs to stimulate demand for its products and increase traffic to its
websites, including a direct sales force, telemarketing, blast faxing and
advertising.

                                  Direct sales

The Company maintains employees to act as its direct sales force to target
organizations that buy and sell the products it carries.

                                  Telemarketing

The Company maintains an in-house telemarketing group for use in customer
prospecting, lead generation and lead follow-up.


                                        6

<PAGE>



                                  Blast faxing

The Company has an automated system which it uses to fax weekly updates to its
customers informing them of special offers during the week.

                                   Advertising

The Company advertises in trade journals, and at trade shows, and the Company
will seek to engage in co-branding arrangements in the future. In addition to
strategic agreements and traditional advertising, the Company, will, as revenue
allows, implement online sales and marketing techniques in an attempt to
increase brand recognition and direct traffic to its website. Some of these
techniques may include banner ads on search engine websites and Internet
directories, direct links from healthcare home pages, and mass e-mailings.

                          Customer service and support

Amexdrug believes that it can establish and maintain long-term relationships
with its customers and encourage repeat visits if, among other things, the
Company has excellent customer support and service. The Company currently offers
information regarding its products and services and answers customer questions
about the ordering process, and investigates the status of orders, shipments and
payments. A customer can access the Company by fax or e-mail by following
prompts located on the Company's website or by calling the Company's toll-free
telephone line.

                              Promotion of website

As revenue allows, the Company will promote, advertise and increase recognition
of its website through a variety of marketing and promotional techniques,
including:

          .    developing co-marketing agreements with major online sites and
               services;
          .    enhancing online content and ease of use of its website;
          .    enhancing customer service and technical support;
          .    advertising in trade journals and at industry trade shows;
          .    conducting an ongoing public relations campaign; and
          .    developing other business alliances and partnerships.

Distribution

The Company distributes products from its facility in Portland, Oregon. The
Company fills orders with a combination of existing inventory and products it
orders from suppliers. Currently, customers are receiving their products within
24 to 48 hours of order placement. As funds allow, the Company will increase its
in-house inventory of products to allow for shorter delivery times.

Purchasing

The Company purchases its products primarily from manufacturers and secondarily
from other wholesalers and distributors. The Company's purchasing department
constantly monitors the market to take advantage of periodic volume discounts,
market discounts and pricing changes.


                                        7

<PAGE>



Technology and security

The Company website is hosted and maintained by a third party. This provider
delivers a secure platform for server hosting, including various safety features
to protect the information residing in its servers. Moreover, the Company does
not release information about its customers to third parties without the prior
written consent of its customers unless otherwise required by law.

Notwithstanding these precautions, the Company cannot assure that the security
mechanisms will prevent security breaches or service breakdowns. Despite the
implemented security measures, servers can be vulnerable to computer viruses,
physical or electronic break- ins or other similar disruptions. Such a
disruption could lead to interruptions or delays in service, loss of data, or an
inability to accept and fulfill online customer orders. Any of these events
could materially affect the Company's business.

Management information system

The Company's information system is maintained on an IBM AS 400 platform. The
accounting information for sales, purchases, perpetual inventory transactions,
cash receipts and disbursements and sophisticated management reports are
provided timely for analytical and bookkeeping purposes. Also, the order entry
system was designed specifically for the Company and allows its customers to
order product 24 hours per day either via fax, internet or phone modem. The
system provides data to management enabling it to review sales trends and
customer base, monitor inventory levels, credit and collection issues, and
purchasing frequency and cost anticipation. Communication and availability of
data is possible through a local area network ring.

Competition

Amexdrug faces strong competition both in price and service from national,
regional and local full-line, short-line and specialty wholesalers, service
merchandisers, self-warehousing chains and from manufacturers engaged in direct
distribution. Many of our current and potential competitors have longer
operating histories and much larger customer bases than we have. In addition,
many of our competitors have greater brand recognition and significantly greater
financial, marketing and other resources. To compete successfully, we have had
to constantly monitor our competitive situation and develop strategies to allow
us to compete with other companies who are able to:

          .    secure merchandise from vendors on more favorable terms;
          .    devote greater resources to marketing and promotional campaigns;
               and
          .    adopt more aggressive pricing or inventory availability policies.

In addition, many of our competitors have developed or may be able to develop
e-commerce operations that compete with our e-commerce operations, and may be
able to devote substantially more resources to website development and systems
development than we do. The online commerce market is new, rapidly evolving and
intensely competitive. The Company expects competition to intensify in the
future because barriers to entry are minimal, and current and new competitors
can launch new websites at relatively low cost. The Company believes that the
critical success factors for companies seeking to create Internet
business-to-business e-commerce solutions include the following:

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          .    breadth and depth of product offerings;
          .    brand recognition;
          .    depth of existing customer base; and
          .    ease of use and convenience.

Unlike other well-publicized product categories such as online book or compact
disc retailing, there is no current market leader in its online business-to-
business market segment. The Company's immediate goal is to position itself as a
leading business-to-business e-commerce and online trade exchange provider for,
pharmaceuticals, over-the-counter products, health and beauty care products and
nutritional supplements. To that end, we believe that our early entry into the
online market may enable us to establish critical competitive advantages over
future competitors. We believe that such competitive advantages include:

          .    the establishment of a recognizable brand;
          .    the development of online marketing and media relationships;
          .    the development of important relationships with manufacturers,
               distributors, wholesalers and content providers; and
          .    exposure to an existing customer base.

However, competitive pressures created by any one of its current or future
competitors, or by its competitors collectively, could materially affect the
Company's business. We believe that the principal competitive factors in its
market are and will be:

         . brand recognition             . selection
         . speed and accessibility       . customer service
         . quality of site content       . reliability and speed of
                                           fulfillment
         . convenience                   . price

Government regulations and legal uncertainties

                              Healthcare regulation
                              ---------------------

The manufacturing, packaging, labeling, advertising, promotion, distribution and
sale of most of the products we distribute are subject to regulation by numerous
governmental agencies, particularly the United States Food and Drug
Administration, which regulates most of the products we distribute under the
Federal Food, Drug and Cosmetic Act, and the United States Federal Trade
Commission, which regulates the advertising of many of the products we
distribute under the Federal Trade Commission Act. The products we distribute
are also subject to regulation by, among other regulatory agencies, the Consumer
Product Safety Commission, the United States Department of Agriculture, the
United States Department of Environmental Regulation and the Occupational Safety
and Health Administration. The manufacturing, labeling and advertising of the
products we distribute is also regulated by the Occupational Safety and Health
Administration through various state and local agencies.

Furthermore, Amexdrug and/or its customers are subject to extensive licensing
requirements and comprehensive regulation governing various aspects of the
healthcare delivery system, including the so called "fraud and abuse" laws. The
fraud and abuse laws preclude:

          .    persons from soliciting, offering, receiving or paying any
               remuneration in order to induce the referral of a patient for

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<PAGE>



               treatment or for inducing the ordering or purchasing of items
               or services that are in any way paid for by Medicare or
               Medicaid, and
          .    physicians from making referrals to certain entities with which
               they have a financial relationship.

The fraud and abuse laws and regulations are broad in scope and are subject to
frequent modification and varied interpretations. Significant criminal, civil
and administrative sanctions may be imposed for violation of these laws and
regulations.

The Company's advertising of dietary supplement products is also subject to
regulation by the Federal Trade Commission under the Federal Trade Commission
Act, in addition to state and local regulation. The Federal Trade Commission Act
prohibits unfair methods of competition and unfair or deceptive acts or
practices in or affecting commerce. The Federal Trade Commission Act also
provides that the dissemination or the causing to be disseminated of any false
advertisement pertaining to drugs or foods, which would include dietary
supplements, is an unfair or deceptive act or practice. Under the Federal Trade
Commission's Substantiation Doctrine, an advertiser is required to have a
"reasonable basis" for all objective product claims before the claims are made.

Failure to adequately substantiate claims may be considered either deceptive or
unfair practices. Pursuant to this Federal Trade Commission requirement, the
Company is required to have adequate substantiation for all material advertising
claims made for its products.

The Company may be subject to additional laws or regulations by the Food and
Drug Administration or other federal, state or foreign regulatory authorities,
the repeal of laws or regulations which the Company considers favorable, such as
the Dietary Supplement Health and Education Act of 1994, or more stringent
interpretations of current laws or regulations, from time to time in the future.
We cannot predict the nature of such future laws, regulations, interpretations
or applications, nor can we predict what effect additional governmental
regulations or administrative orders, when and if promulgated, would have on our
business in the future. The Food and Drug Administration or other governmental
regulatory bodies could, however, require the reformulation of certain products
to meet new standards, the recall or discontinuance of certain products not able
to be reformulated, imposition of additional record keeping requirements,
expanded documentation of the properties of certain products, expanded or
different labeling and scientific substantiation. Any or all of such
requirements could have a material and adverse effect on our business.

The products we distribute function within the structure of the healthcare
financing and reimbursement system of the United States. As a result of a wide
variety of political, economic and regulatory influences, this system is
currently under intense scrutiny and subject to fundamental changes. In recent
years, the system has changed significantly in an effort to reduce costs. These
changes include increased use of managed care, cuts in Medicare, consolidation
of pharmaceutical and medical-surgical supply distributors, and the development
of large, sophisticated purchasing groups. In addition, a variety of new
approaches have been proposed to continue to reduce cost, including mandated
basic healthcare benefits and controls on healthcare spending through
limitations on the growth of private health insurance premiums and Medicare and
Medicaid spending. The Company anticipates that Congress and state legislatures
will continue to review and assess alternative

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healthcare delivery systems and payment methods and that public debate with
respect to these issues will likely continue in the future. Because of
uncertainty regarding the ultimate features of reform initiatives and their
enactment and implementation, the Company cannot predict which, if any, of such
reform proposals will be adopted, when they may be adopted, or what impact they
may have on the Company. The Company expects the healthcare industry to continue
to change significantly in the future. Some of these changes, such as a
reduction in governmental support of healthcare services or adverse changes in
legislation or regulations governing the privacy of patient information, or the
delivery of pricing of pharmaceuticals and healthcare services or mandated
benefits, may cause healthcare industry participants to greatly reduce the
amount of the Company's products and services they purchase or the price they
are willing to pay for the products we distribute. Changes in pharmaceutical
manufacturers' pricing or distribution policies could also significantly reduce
our income.

While the Company uses its best efforts to adhere to the regulatory and
licensing requirements, as well as any other requirements affecting the products
we distribute, compliance with these often requires subjective legislative
interpretation. Consequently, we cannot assure that our compliance efforts will
be deemed sufficient by regulatory agencies and commissions enforcing these
requirements. Violation of these regulations may result in civil and criminal
penalties, which could materially and adversely affect our operations.

                               Internet regulation
                               -------------------

Few laws currently regulate the Internet. Because of the Internet's popularity
and increasing use, new laws and regulations may be adopted. Such laws and
regulations may cover issues such as:

           . user privacy             . distribution
           . pricing                  . taxation
           . content                  . characteristics and quality of
                                        products
           . copyrights               . services

Laws and regulations directly applicable to electronic commerce or Internet
communications are becoming more prevalent. We believe that our use of third
party material on our website is permitted under current provisions of copyright
law. Because legal rights to certain aspects of Internet content and commerce
are not clearly settled, our ability to rely upon exemptions or defenses under
copyright law is uncertain. Also, although not yet enacted, Congress is
considering laws regarding Internet taxation. In addition, various jurisdictions
already have enacted laws that are not specifically directed to electronic
commerce but that could affect its business. The applicability of many of these
laws to the Internet is uncertain and could expose the Company to substantial
liability. Any new legislation or regulation regarding the Internet, or the
application of existing laws and regulations to the Internet, could materially
and adversely affect the Company. If the Company were alleged to violate
federal, state or foreign, civil or criminal law, even if the Company could
successfully defend such claims, it could materially and adversely affect the
Company.

Additionally, several telecommunications carriers are seeking to have
telecommunications over the Internet regulated by the Federal Communications
Commission in the same manner as other telecommunications services. Furthermore,
local telephone carriers have petitioned the Federal

                                       11

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Communications Commission to regulate Internet service providers and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on such providers. If either of these petitions are granted,
the costs of communicating on the Internet could increase substantially. This,
in turn, could slow the growth of use of the Internet. Any such legislation or
regulation could materially and adversely affect its business, financial
condition and operating results.

Proprietary rights

We believe that protecting the Company's trademarks and registered domain name
is important to our business strategy of building strong brand name recognition
and that such trademarks have significant value in the marketing of the
Company's products. To protect our proprietary rights, the Company will rely on
copyright, trademark and trade secret laws, confidentiality agreements with
employees and third parties, and license agreements with consultants, vendors
and customers. Despite such protections, however, we may be unable to fully
protect our intellectual property.

Dependence on major supplier

During the years ended December 31, 2001 and 2000, purchases from one of our
suppliers accounted for 84% and 63% of our total purchases, respectively. We
presently enjoy a good relationship with this supplier. If for any reason our
business with this supplier was interrupted or discontinued in the future, we
would be able to acquire most, if not all, of the same products from other
suppliers at similar competitive prices.

No dependence on major customers

Not one of our customers accounted for more than 10% of our sales during either
of the years ended December 31, 2001 or 2000.

Employees

The Company currently employs 7 employees. Labor unions do not represent any of
these employees. The Company considers its employee relations to be good.
Competition for qualified personnel in its industry is intense, particularly for
technical staff responsible for marketing, advertising, web development, and
general and administrative activities.

Employees will be permitted to participate in employee benefit plans of the
Company that may be in effect from time to time, to the extent eligible.

Physical facilities

The Company's principal business operations are housed in 800 square feet of
office space and 1,200 square feet of warehouse space in Portland, Oregon. The
Company leases this space under a two-year lease agreement. Rent for the first
year, which expires April 30, 2003, is $1,528 per month. Rent for the second
year is $1,563 per month. The lease expires in April 2004. The Company is
currently negotiating a one year extension of its lease. The Company believes
this space will be sufficient for the next twelve months.

The Company's principal executive offices are located in Beverly Hills,
California. The Company leases approximately 800 square feet of office space
for $925 per month. This space is leased on a month to month basis. The

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Company believes this space will be sufficient for at least the next twelve
months.

Company history prior to the acquisition of Allied Med, Inc.

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 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.

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 25, 2000 under Chapter 7 with no remaining assets or
liabilities.

Pursuant to the bankruptcy settlement, the name of the Company was changed to
Amexdrug Corporation. The bankruptcy settlement also resulted in a change in
officers and directors of the Company. The settlement also provided that the par
value of the common shares of the Company be reduced from $.10 to $.001, the
authorized and any outstanding preferred shares were canceled, the outstanding
common stock was reverse split on a one hundred shares for one share basis and
1,000,000 post reverse split common shares were issued to Jack Amin, currently
the President and a director of the Company, in exchange for $100,000 which was
paid into the bankruptcy court. The total of the post reverse 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 were
filed by the trustee in the State of California on June 22, 2000.

Solely for the purpose of changing domicile from California to Nevada, on
December 12, 2001, Amexdrug Corporation, a California corporation, entered into
a certain Merger Agreement with a newly formed, wholly-owned subsidiary Nevada
corporation named Amexdrug Corporation. The Nevada corporation had been
incorporated on December 4, 2001. As a result of the merger, which became
effective on December 17, 2001, the Company became a Nevada corporation and the
separate existence of the California corporation ceased. At the time of the
merger, the Company changed its fiscal year end from June 30 to December 31.

--------------------------------------------------------------------------------
                        ITEM 2. DESCRIPTION OF PROPERTIES
--------------------------------------------------------------------------------

Operating facilities

Amexdrug's operating facilities are located at 2519 North Hayden Island Drive,
Portland, Oregon 97217. Amexdrug leases approximately 2,000 square feet of
building space for its operating facilities, which includes four offices in
approximately 800 square feet and a warehouse that occupies the remaining 1,200
square feet.

Amexdrug leases its operating facilities under an operating lease from an
unrelated third party. The present lease will expire in April 2004. The monthly
rental payment under this lease is approximately $1,528 with a $35 per

                                       13

<PAGE>



month increase scheduled to take place in April 2003. We believe this space will
be sufficient for the next twelve months.

Executive offices

Amexdrug's executive offices are located at 8909 W. Olympic Boulevard, Suite
112, Beverly Hills, California 90211, and consists of three offices and a
reception area comprising approximately 800 square feet.

Amexdrug leases its executive facilities on a month to month basis under an oral
lease agreement from an unrelated third party. The monthly lease payment under
this lease is $925.00.

--------------------------------------------------------------------------------
                            ITEM 3. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

Except as described below:

          .    Amexdrug is not a party to any material pending legal
               proceedings;
          .    Amexdrug's property is not subject to any material pending legal
               proceedings; and
          .    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.

Amexdrug Corporation, a California corporation, was subject to a bankruptcy
proceeding filed in March 1997 as described in the Company's current report on
Form 8-K filed September 26, 2000. The Company emerged from bankruptcy in April,
2000.

--------------------------------------------------------------------------------
          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
--------------------------------------------------------------------------------

No matter was submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report. The merger which occurred in December 2001 to
change the Company's domicile from California to Nevada was accomplished without
a vote of the public company's shareholders, as permitted by applicable
corporate law.



                                       14

<PAGE>

                                     PART II

--------------------------------------------------------------------------------
        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------

Market information

Our common stock is presently traded in the over-the-counter market and quoted
on the National Association of Securities Dealers' OTC Bulletin Board under the
ticker symbol "AXRX". The shares are thinly traded and a limited market
presently exists for the shares. The following table describes, for the
respective periods indicated, the prices of Amexdrug common stock in the over-
the-counter market, based on inter-dealer bid prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.
The prices have been adjusted to reflect a 1 for 100 reverse split of Amexdrug's
common stock which occurred August 3, 2001. The quotations have been provided by
market makers in common stock and/or Pink Sheets LLC. The prices have been
adjusted to reflect a 1 for 100 reverse split of Amexdrug's common stock which
occurred August 3, 2001.

Quarter ended                 High bid          Low bid
-------------                 --------          -------
March 31, 2000                 $0.10             $0.10
June 30, 2000                  $0.10             $0.10
September 30, 2000             None              None
December 31, 2000              $0.10             $0.10
March 31, 2001                 $1.50             $0.10
June 30, 2001                  $6.00             $2.70
September 30, 2001             $3.00             $0.10
December 31, 2001              $0.50             $0.25

Holders

The number of record holders of Amexdrug's common stock as of March 25, 2002 is
approximately 189.

Dividends

Amexdrug has not declared any cash dividends with respect to its common stock
during the last two fiscal years, and we do not intend to declare dividends in
the foreseeable future. There are no material restrictions limiting, or that are
likely to limit, Amexdrug's ability to pay dividends on our securities, except
for any applicable limitations under Nevada corporate law.

Recent sales of unregistered securities

During the past three years, Amexdrug has sold the following shares of its
common stock without registering them under the Securities Act of 1933:

         1.  On April 25, 2000, the Bankruptcy Court approved the sale of
1,000,000 shares of Amexdrug's common stock for $100,000 paid by Jack Amin.
Mr. Amin borrowed the $100,000 from Allied Med, Inc.

         2.  On December 31, 2001, Jack Amin exchanged all of the issued and
outstanding shares of Allied Med, Inc. to Amexdrug for 7,000,000 shares of
Amexdrug common stock.  In addition, Amexdrug assumed the obligation of Mr.

                                       15

<PAGE>



Amin to pay a $100,000 note payable to Allied Med, Inc., and all accrued
interest thereon.

With respect to both of the sales of Amexdrug common stock described above,
Amexdrug relied on the Section 4(2) exemption from securities registration under
the federal securities laws for transactions not involving any public offering.
No advertising or general solicitation was employed in offering the shares. The
shares were sold to an accredited investor. The securities were offered for
investment purposes only and not for the purpose of resale or distribution, and
the transfer thereof was appropriately restricted by Amexdrug.

In both private offerings, the securities were sold directly by Amexdrug through
its officers and directors without the payment of any commissions or other
offering compensation. No underwriters were engaged to sell the securities
offered.

--------------------------------------------------------------------------------
        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 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.

Solely for the purpose of changing domicile from California to Nevada, on
December 12, 2001, Amexdrug Corporation, a California corporation, entered into
a certain Merger Agreement with a newly formed, wholly-owned subsidiary Nevada
corporation named Amexdrug Corporation. The Nevada corporation had been
incorporated on December 4, 2001. As a result of the merger, which became
effective on December 17, 2001, the Company became a Nevada corporation and the
separate existence of the California corporation ceased. At the time of the
merger, the Company changed its fiscal year end from June 30 to December 31.

On December 31, 2001, Amexdrug acquired all of the issued and outstanding common
shares of Allied in a share exchange. Amexdrug acquired the 50,000 issued and
outstanding shares of Allied Med, Inc. from its sole shareholder, 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
to Allied. 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's past
operating history and future potential growth.

Allied was formed as an Oregon corporation in October 1997, to operate as a full
line wholesaler of pharmaceuticals, over-the-counter and non-drug products and
health and beauty aids. In 1998, Allied's gross sales were approximately $2.8
million. In 1999, Allied's gross sales exceeded $5 million.

                                       16

<PAGE>



In 2000, Allied's gross sales exceeded $8 million. In 2001, Allied's gross sales
were approximately $21.2 million.

As discussed herein, Amexdrug has assumed the operations of Allied as its
primary operations, and Amexdrug intends to build on the wholesale
pharmaceutical operations of Allied. All future operations in the wholesale
pharmaceutical industry will be conducted through Allied.

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.

Liquidity and capital resources

Amexdrug's current assets as of December 31, 2001 were $1,718,444 compared to
$1,278,329 at December 31, 2000. Current liabilities as of December 31, 2001
were $1,839,091 compared to $1,222,015 at December 31, 2000. This increase in
current assets was the result of Amexdrug increasing its operations in 2001.

Results of operations

Amexdrug recorded sales of $21,254,081 for the year ended December 31, 2001, an
increase of $12,937,048 over the sales of $8,317,033 recorded for the year ended
December 31, 2000. Costs of goods sold for the year ended December 31, 2001 was
$20,914,880, an increase of $13,034,400 over the $7,880,480 recorded for the
year ended December 31, 2000. As a result of the cost of goods sold increasing
more than sales, gross profit actually decreased by $97,352 to $339,201 or 1.6%
for the year ended December 31, 2001 from the $436,553 or 5.2% recorded for the
prior year. Selling, general and administrative expense was $426,993 in the year
ended December 31, 2001, an increase of $104,300 from the $322,693 recorded for
the year ended December 31, 2000. This increase in selling, general and
administrative expense is attributal to an increase in expenses related to the
increase in the Company's operations. The Company increased its staff and
operations. Net loss for the year ended December 31, 2001 was $92,078, or
($0.01) per share, as compared to net income of $116,485, or $0.01 per share,
earned in the year ended December 31, 2000. The Company's net loss in the year
ended in December 31, 2001, as compared to its net income of the year ended
December 31, 2000 is attributable to the limited profit margins the Company was
receiving on its resale products, as well as additional expenses the Company was
incurring as a public company.

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 the 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.



                                       17

<PAGE>



--------------------------------------------------------------------------------
                          ITEM 7. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Amexdrug's consolidated audited balance sheet as of December 31, 2001, and
Amexdrug's consolidated audited statements of operations, stockholders' equity
(deficit), and cash flows for the fiscal years ended December 31, 2001 and 2000
are included below.




                                       18

<PAGE>



                    AMEXDRUG CORPORATION AND ALLIED MED, INC.

                          INDEX TO FINANCIAL STATEMENTS




   Report of Independent Certified Public Accountants.......................F-2

   Consolidated Balance Sheet-- December 31, 2001...........................F-3

   Combined Statements of Operations for the Years Ended December 31,
      2001 and 2000.........................................................F-4

   Combined Statements of Stockholders' Deficit for the Years Ended
      December 31, 2000 and 2001............................................F-5

   Combined Statements of Cash Flows for the Years Ended December 31,
      2001 and 2000.........................................................F-6

   Notes to Consolidated and Combined Financial Statements..................F-7



<PAGE>

HANSEN, BARNETT & MAXWELL                                     (801) 532-2200
A Professional Corporation                                Fax (801) 532-7944
CERTIFIED PUBLIC ACCOUNTANTS                          5 Triad Center, Suite 750
                                                      Salt Lake City, Utah 84180
                                                            www.hbmcpas.com


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and the Stockholders
Amexdrug Corporation


We  have  audited  the  accompanying  consolidated  balance  sheet  of  Amexdrug
Corporation  and  subsidiary as of December 31, 2001,  and the related  combined
statements  of  operations,  stockholders'  deficit  and cash flows of  Amexdrug
Corporation  and Allied Med,  Inc. for each of the two years in the period ended
December 31, 2001.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the consolidated and combined financial  statements referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Amexdrug  Corporation  and  subsidiary as of December 31, 2001, and the combined
results of  operations  and cash flows of Amexdrug  Corporation  and Allied Med.
Inc.  for each of the two  years in the  period  ended  December  31,  2001,  in
conformity with accounting principles generally accepted in the United States of
America.


                                                 /s/ HANSEN, BARNETT & MAXWELL

                                                     HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
March 16, 2002




                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                              AMEXDRUG CORPORATION AND SUBSIDIARY
                                   CONSOLIDATED BALANCE SHEET
                                       DECEMBER 31, 2001

                                            ASSETS
<S>                                                                             <C>
Current Assets
     Cash ......................................................................$      562,004
     Accounts receivable, net of allowance for doubtful accounts of $61,362 .....      920,716
     Inventory ..................................................................      235,724
                                                                                    ----------

         Total Current Assets ...................................................    1,718,444
                                                                                    ----------

Property And Equipment
     Office and computer equipment ..............................................      119,828
     Leasehold improvements .....................................................       15,700
                                                                                    ----------
                                                                                       135,528

     Less accumulated depreciation ..............................................      (31,346)
                                                                                    ----------

         Net Property and Equipment .............................................      104,182
                                                                                    ----------

Deposits ........................................................................        2,842
                                                                                    ----------

Total Assets  ..................................................................$    1,825,468
                                                                                    ==========


                             LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Accounts payable...........................................................$    1,768,265
     Accrued liabilities ........................................................        1,720
     Accrued settlement obligations .............................................       50,737
     Current portion of capital lease obligations ...............................       18,369
                                                                                    ----------

         Total Current Liabilities ..............................................    1,839,091
                                                                                    ----------

Long-Term Liabilities
     Accrued settlement obligations, net of current portion .....................        7,875
     Capital lease obligations, net of current portion ..........................       76,285
                                                                                    ----------

         Total Long-Term Liabilities ............................................       84,160
                                                                                    ----------

Commitments And Contingencies

Stockholders' Deficit
     Common stock, $0.001 par value; 50,000,000 shares authorized
     and 8,052,783 issued and outstanding .......................................        8,053
     Additional paid in capital .................................................        7,969
     Accumulated deficit ........................................................     (113,805)
                                                                                    ----------

         Total Stockholder's Deficit ............................................      (97,783)
                                                                                    ----------

Total Liabilities and Stockholders' Deficit.....................................$    1,825,468
                                                                                    ==========

           See accompanying notes to consolidated and combined financial statements.

                                              F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                              AMEXDRUG CORPORATION AND ALLIED MED, INC.
                                  COMBINED STATEMENTS OF OPERATIONS



                                                                         For the Years Ended
                                                                             December 31,
                                                                  ---------------------------------
                                                                         2001             2000
                                                                  ----------------  ---------------
<S>                                                               <C>               <C>
Sales...........................................................  $     21,254,081  $     8,317,033

Cost of Goods Sold..............................................        20,914,880        7,880,480
                                                                  ----------------  ---------------

Gross Profit  ..................................................           339,201          436,553

Selling, General and Administrative Expense.....................          (426,993)        (322,693)

Interest Expense................................................            (6,498)              --

Interest and Other Income.......................................             2,212            2,625
                                                                  ----------------  ---------------

Net Income (Loss)...............................................  $        (92,078) $       116,485
                                                                  ================  ===============

Basic and Diluted Income (Loss) Per Common Share................  $          (0.01) $          0.01
                                                                  ================  ===============

Basic and Diluted Weighted-Average Common Shares Outstanding....         8,052,783        8,052,783
                                                                  ================  ===============


              See accompanying notes to consolidated and combined financial statements.

                                                 F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                        AMEXDRUG CORPORATION AND ALLIED MED, INC.
                                       COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
                                     FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



                                                                               Additional
                                                        Common Stock            Paid-In                          Total
                                                ---------------------------     Capital        Accumulated    Stockholders'
                                                    Shares         Amount      (Deficit)         Deficit        Deficit
                                                ------------   ------------   -----------     ------------   ------------
<S>                                             <C>            <C>            <C>             <C>            <C>
Balance, December 31, 1999......................   8,000,000   $      8,000   $    (21,065)   $         --   $    (13,065)

Issuance to acquire Harlyn Products, Inc........      52,783             53            (53)             --             --
Distributions to shareholder....................          --             --        (83,338)             --        (83,338)
Net loss  ......................................          --             --        225,386        (108,901)       116,485
                                                ------------   ------------   ------------    ------------   ------------

Balance, December 31, 2000......................   8,052,783          8,053        120,930        (108,901)        20,082

Distributions to shareholder....................          --             --        (39,592)             --        (39,592)
Capital contribution by shareholder,
  no additional shares issued...................          --             --         13,805              --         13,805
Net loss  ......................................          --             --        (87,174)         (4,904)       (92,078)
                                                ------------   ------------   -------------   ------------   ------------

Balance, December 31, 2001......................   8,052,783   $      8,053   $      7,969    $   (113,805)  $    (97,783)
                                                ============   ============   ============    ============   ============




                        See accompanying notes to consolidated and combined financial statements.

                                                           F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   AMEXDRUG CORPORATION AND ALLIED MED, INC.
                                       COMBINED STATEMENTS OF CASH FLOWS



                                                                                       For the Years Ended
                                                                                            December 31,
                                                                                   ---------------------------
                                                                                       2001           2000
                                                                                   ------------  -------------
<S>                                                                                <C>           <C>
Cash Flows From Operating Activities
     Net income (loss)............................................................ $    (92,078) $    116,485
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation...............................................................       12,032         6,418
       Bad debt expense...........................................................       20,030        41,332
       Changes in operating assets and liabilities:
         Accounts receivable......................................................     (541,130)     (342,674)
         Inventory................................................................      187,703      (127,376)
         Accounts payable.........................................................      676,860     1,064,543
         Related party accounts payable...........................................       (8,901)        8,901
         Accrued liabilities......................................................       (5,585)        7,305
         Accrued settlement obligations...........................................     (106,530)     (422,998)
                                                                                   ------------  -------------
              Net Cash Provided By Operating Activities...........................      142,401       351,936
                                                                                   ------------  ------------

Cash Flows From Investing Activities
     Increase in deposits.........................................................       (2,642)         (200)
                                                                                   ------------  -------------
              Net Cash Used In Investing Activities...............................       (2,642)         (200)
                                                                                   ------------  -------------

Cash Flows From Financing Activities
     Principal payments on capital lease obligations..............................       (7,254)           --
     Capital contributions by shareholder.........................................       13,805            --
     Distributions to shareholders................................................      (39,592)      (83,338)
                                                                                   ------------  -------------
              Net Cash Used In Financing Activities...............................      (33,041)      (83,338)
                                                                                   ------------- -------------

Net Increase in Cash..............................................................      106,718       268,398
Cash at Beginning of Year.........................................................      455,286       186,888
                                                                                   ------------  ------------

Cash at End of Year............................................................... $    562,004  $    455,286
                                                                                   ============  ============

Supplemental Cash Flows Information
     Cash paid for interest........................................................$      6,498  $         --
                                                                                   ============  ============

Non-Cash Investing And Financing Activities
     Property and equipment acquired by capital lease..............................$    101,908           --




                   See accompanying notes to consolidated and combined financial statements.

                                                      F-6
</TABLE>


<PAGE>

                    AMEXDRUG CORPORATION AND ALLIED MED, INC.
             NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS


NOTE 1 -- Organization and Nature of Operations

Organization and Nature of Operations

Allied  Med,  Inc.  was  organized  in October  1997 in the State of Oregon as a
wholly-owned  corporation  of  Jack  Amin.  Allied  Med,  Inc.  is a  full-line,
wholesale distributor of pharmaceuticals,  over-the-counter products, health and
beauty care products, and nutritional supplements.  Allied Med, Inc. distributes
its  products  primarily  in  the  United  States  of  America,   to  small  and
medium-sized pharmacy chains,  alternative care facilities and other wholesalers
and retailers.

In April 2000,  the  Company  loaned  Jack Amin  $100,000 to purchase  1,000,000
shares of common stock of Harlyn Products,  Inc., a publicly-traded  Company. On
April 25, 2000, the sale was approved and the shares were issued.  Additionally,
there were 52,783 additional  common shares that remained  outstanding of Harlyn
Products,  Inc.  after a 1-for-100  reverse  stock split.  In June 2000,  Harlyn
Products, Inc. changed its name to Amexdrug Corporation.

Harlyn Products,  Inc. had no prior operations that continued after its sale. As
a result,  the  acquisition of the majority of its common stock by Jack Amin was
accounted for as the acquisition of its monetary assets,  which there were none,
for  $100,000  and the $100,000  payment was charged to  operations  of Amexdrug
Corporation  on the date it was paid.  The $100,000  note payable to Allied Med,
Inc. was due on demand and bore interest at 5%.

On December  31, 2001,  Jack Amin  exchanged  all of the issued and  outstanding
common stock of Allied Med, Inc. for 7,000,000  shares of Amexdrug  Corporation.
In addition,  Amexdrug Corporation assumed the note payable and accrued interest
payable to Allied Med,  Inc.  This  exchange was between  entities  under common
control and has been accounted for at historical cost. The accompanying combined
statements  of  operations  include the  operations  of Allied Med, Inc. for all
periods  presented  and the  operations of Amexdrug  Corporation  from April 25,
2000.  Stockholders'  deficit and loss per share  information have been restated
for all periods presented on a combined basis to give retroactive  effect to the
shares issued on April 25, 2000 and in the reorganization on December 31, 2001.

The  accompanying  consolidated  financial  statements  include the  accounts of
Amexdrug  Corporation  and Allied Med, Inc.  (referred to herein,  on a combined
basis, as the Company).  All significant  intercompany accounts and transactions
have been eliminated in consolidation and combination.

Use of Estimates  --The  preparation of financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from these estimates.

The Company's  historical revenues and receivables have been derived solely from
the pharmaceutical industry.  Although the Company primarily sells products on a
cash basis, some limited sales are made under credit terms. The Company performs
ongoing credit  evaluations of its  customers'  financial  condition and usually
requires a delayed check  depository from its customers at the date products are
shipped.   The  Company  maintains  an  allowance  for  uncollectible   accounts
receivable based upon the expected collectibility of all accounts receivable.

During the years ended  December  31, 2001 and 2000,  purchases  from one vendor
accounted for 84 and 63 percent of total purchases, respectively. As of December
31, 2001,  accounts  payable due to this vendor  accounted  for 89% of the total
accounts payable.

Inventory--  Inventory  includes  purchased products for resale and is stated at
the lower of cost (using the first-in, first-out method) or market value.

Provisions,  when required,  are made to reduce excess and obsolete inventory to
its estimated net realizable  value. Due to competitive  pressures and technical
innovation,  it is possible  that  estimates of the net  realizable  value could
change in the near term.


                                      F-7
<PAGE>

                    AMEXDRUG CORPORATION AND ALLIED MED, INC.
             NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS


Property  and  Equipment  --Property  and  equipment  are  stated at cost,  less
accumulated  depreciation.  Major additions and  improvements  are  capitalized,
while  minor  repairs  and   maintenance   costs  are  expensed  when  incurred.
Depreciation  is computed using the straight line and  double-declining  methods
over the estimated useful lives of the related assets, which are as follows:



     Office and computer office equipment.............   3 -10 years
     Leasehold improvements...........................    2 -5 years

Depreciation  expense was $12,032  and $6,418 for the years ended  December  31,
2001 and 2000,  respectively.  On  retirement  or  disposition  of property  and
equipment,  the cost and related  accumulated  depreciation and amortization are
removed from the accounts and any  resulting  gain or loss is  recognized in the
statement of operations.

Concentration  of  Credit  Risk and Fair  Value of  Financial  Instruments  --At
December 31, 2001, the Company had cash in excess of federally insured limits of
$458,857. The carrying amounts reported in the accompanying financial statements
for cash,  accounts  receivable  and accounts  payable  approximate  fair values
because  of  the   immediate  or  short-term   maturities  of  these   financial
instruments.  The carrying amounts of the Company's debt obligations approximate
fair value based on current interest rates available to the Company.

Impairment of Long-Lived  Assets--The  Company reviews its long-lived assets for
impairment when events or changes in circumstances  indicate that their carrying
value may not be recoverable. The Company evaluates, at each balance sheet date,
whether  events  and   circumstances   have  occurred  which  indicate  possible
impairment.  The Company uses an estimate of future  undiscounted net cash flows
from the related asset or group of assets over their remaining life in measuring
whether the assets are  recoverable.  As of December 31, 2001,  the Company does
not consider any of its long-lived assets to be impaired.

Revenue  Recognition  --The  Company  generates  revenues  from  the  resale  of
pharmaceuticals,  over-the-counter products, health and beauty care products and
nutritional supplements.  The Company accounts for these revenues at the time of
shipment to and acceptance by the customer.

Advertising --The Company expenses  advertising in the period incurred.  For the
years ended  December 31, 2001 and 2000 the  Company's  advertising  expense was
$1,922 and $308, respectively.

Income Taxes--Allied med, Inc. and its shareholder elected to be taxed under the
provisions  of  Subchapter S of the internal  Revenue Code through  December 31,
2001 when that election terminated. Under those provisions, Allied Med, Inc. did
not pay federal or state corporate income taxes or receive the benefits from its
operating  loss  carry  forwards.   Instead,  its  stockholder  was  liable  for
individual  federal and state income taxes and benefited from operating  losses.
As a result,  all income or loss from Allied Med, Inc. has been accounted for as
having been constructively  distributed to the Allied Med Inc.  shareholders and
contributed  to the capital of Allied Med,  Inc. in the  accompanying  financial
statements.

The Company  recognizes an asset or liability for the deferred tax  consequences
of all temporary  differences between the tax bases of assets or liabilities and
their reported  amounts in the financial  statements that will result in taxable
or deductible amounts in future years when the reported amounts of the assets or
liabilities  are recovered or settled.  These deferred tax assets or liabilities
are  measured  using  the  enacted  tax rates  that  will be in effect  when the
differences   are  expected  to  reverse.   Deferred  tax  assets  are  reviewed
periodically  for  recoverability  and valuation  allowances  are  provided,  as
necessary.

For the year ended  December 31, 2001 the Company had a net operating loss carry
forward of $13,805.  The tax  benefit of $4,694 from the loss carry  forward has
been fully offset by a valuation reserve.  The loss carry forward will expire in
2021. During the year ended December 31, 2001 the valuation  allowance increased
by $1,829.



                                      F-8
<PAGE>

                    AMEXDRUG CORPORATION AND ALLIED MED, INC.
             NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS


Net Income  (Loss) Per Common  Share--Basic  income  (loss) per common  share is
computed by dividing net income (loss) by the weighted-average  number of common
shares  outstanding.  Diluted  income  (loss) per common  share is  computed  by
dividing net income (loss) by the weighted  average  number of common shares and
the dilutive potential common share equivalents outstanding.  As of December 31,
2001 the Company did not have any potential common share equivalents.



NOTE 3 -- ACCRUED SETTLEMENT OBLIGATIONS

In 1999, the Company  entered into settlement  agreements with numerous  vendors
due to the  Company's  inability  to pay the  vendors.  Under  these  settlement
agreements  the Company  agreed to pay these  vendors a total of  $588,140.  The
Company was  required to pay a large a portion at the initial  execution  of the
agreement and the remaining  balance based on various payment plans. The payment
plans ranged from 24 to 36 months. The agreements are to be satisfied during May
2002 and one in May 2003. The Company has classified  future  payments of $7,875
due in the  year  ending  December  31,  2003 as a  long-term  liability  in the
accompanying financial statements. As of December 31, 2001 the remaining balance
on these settlement  agreements was $58,612.  During the year ended December 31,
2001 and 2000  the  Company  made  payments  of  $106,530  and  $422,998  on the
agreements.

NOTE 4 -- Leases

Capitalized Lease Obligations  --Certain equipment is leased under capital lease
agreements.  The  following  is a summary  of assets  held under  capital  lease
agreements at December 31, 2001:

                                                            December 31,
                                                         -----------------
                                                                2001
                                                         -----------------
            Property and equipment.....................  $         101,908
            Less: Accumulated amortization.............             (6,387)
                                                         -----------------

                                                         $          95,521
                                                         =================

The following is a schedule of future minimum lease payments under capital lease
agreements together with the present value of the net minimum lease payments:

       Year Ending December 31,
       ------------------------
              2002.........................................    $     29,849
              2003.........................................          27,792
              2004.........................................          27,792
              2005.........................................          26,461
              2006.........................................          11,112
             Less:  Amount representing interest...........         (28,352)
                                                               -------------
             Present value of net minimum lease payments...          94,654
             Less:  Current portion........................         (18,369)
                                                               -------------

              Long-term portion............................     $    76,285
                                                               =============


Operating  Leases  --The  Company  leases  its  operating   facilities  under  a
non-cancelable  operating lease that expires during February 2002. Subsequent to
year end, the lease was renewed for an additional two years and expires in April
2004. Additionally, the Company leases its executive offices on a month-to-month
basis.  The monthly  rental  payment is $925.  Rent  expense for the years ended
December 31, 2001 and 2000 was $18,473 and $17,821, respectively



                                      F-9
<PAGE>

                    AMEXDRUG CORPORATION AND ALLIED MED, INC.
             NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS



Future minimum payments due under the operating leases were as follows as of
December 31, 2001:

    Year Ending December 31,
    ------------------------
          2002..........................................   $     16,312
          2003..........................................         18,616
          2004..........................................          6,252
                                                          ----------------

          Total.........................................   $     41,180
                                                          ================






                                      F-10
<PAGE>


--------------------------------------------------------------------------------
            ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------------------------------------------------

Amexdrug has had no changes in its certified public accountants or experienced
other matters required to be disclosed pursuant to Item 304 of Regulation S-B
during the two most recent fiscal years or any later interim period, except as
disclosed in a Form 8-K Current Report filed September 16, 2000 and in a Form
8-K Current Report filed March 18, 2002.


                                       28

<PAGE>



                                    PART III

--------------------------------------------------------------------------------
        ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------

Identification of directors and executive officers

The following table as of March 25, 2002, includes the name, age, and position
of each executive officer and director of Amexdrug and the term of office of
each director.
<TABLE>
<CAPTION>

Name                   Age      Position                  Director and/or Officer Since
----                   ---      --------                  -----------------------------
<S>                    <C>      <C>                       <C>
Jack Amin               43      President, Secretary,                 April 2000
                                Treasurer and Director

Rodney S. Barron,       49      Director                           December 2001
M.D.

Behrooz Meimand         53      Director                           December 2001
</TABLE>

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 has served as the President, Secretary, Treasurer and as a director of
Amexdrug since April 2000. He 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. Mr. Amin has served as the
President, Chief Executive Officer and director of Amexdrug's wholly- owned
subsidiary, Allied Med, Inc., a company which he founded in 1997.

Rodney S. Barron, M.D., has served as a director of Amexdrug since December
2001.  Dr. Barron obtained his medical degree from New York Medical College in
1978.  He then performed a residency in general surgery from 1978 to 1980, and
a residency in urology from 1980 to 1983.  Dr. Barron has been involved in the
private practice of medicine in Los Angeles, California from 1983 through the
present time.

Behrooz Meimand has served as a director of Amexdrug since December 2001.  Mr.
Meimand obtained a master's degree in insurance from the National University
of Iran in 1970.  He has had 30 years of experience in the insurance industry.
Mr. Meimand has been the president of Behrooz Meimand Insurance Services, Inc.
for a period of time exceeding the past 5 years.  Currently Mr. Meimand is
also a director of Magbid Foundation and Nessah Education & Culture Center.


                                       29

<PAGE>



Significant employees

Amexdrug has no present employees who are expected to make a significant
contribution to its business other than its current officers and directors. It
is expected that current members of management will be the only persons whose
activities will be material to Amexdrug's operations. Members of management are
the only persons who may be deemed to be promoters of Amexdrug.

Family relationships

         There are no family relationships between any directors or executive
officers of Amexdrug and/or the managers of its subsidiary company, Allied Med,
Inc., either by blood or by marriage.

Involvement in certain legal proceedings

         During the past five years, no present or former director, person
nominated to become a director, executive officer, promoter or control person of
Amexdrug:

                  (1) was a general partner or executive officer of any business
         which filed a petition in bankruptcy or against which any bankruptcy
         petition was filed, either at the time of the bankruptcy or two years
         prior to that time;

                  (2) was convicted in a criminal proceeding or named subject to
         a pending criminal proceeding (excluding traffic violations and other
         minor offenses);

                  (3) was subject to any order, judgment or decree, not
         subsequently reversed, suspended or vacated, of any court of competent
         jurisdiction, permanently or temporarily enjoining, barring, suspending
         or otherwise limiting his involvement in any type of business,
         securities or banking activities; or

                  (4) was found by a court of competent jurisdiction (in a civil
         action), the Securities and Exchange Commission or the Commodity
         Futures Trading Commission to have violated a federal or state
         securities or commodities law, and the judgment has not been reversed,
         suspended or vacated.

Section 16(a) beneficial ownership reporting compliance

From the time Amexdrug ceased operations in 1997 until Mr. Amin became an
officer and director in April 2000, the Company knows of no person who was a
director, officer, beneficial owner of more than ten percent of any class of
equity securities of the Company registered pursuant to Section 12 ("Reporting
Person"), who 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 Company under Rule 16a-3(d) during its most recent fiscal year,
other than disclosed below, the Company knows of no Reporting Person that failed
to file the required reports during the most recent fiscal year or prior years:

                  (1) Jack Amin filed his initial Form 3 report on October 10,
         2000, approximately five months late.  Mr. Amin will soon file a Form 4
         report that was due to have been filed January 10, 2002.  The Form 4
         report

                                       30

<PAGE>



         will describe a gift of 165,000 shares of Amexdrug common stock which
         Mr. Amin made in December 2001.

                  (2) Dr. Barron will soon file his initial Form 3 report which
         should have been filed within 10 days of becoming a director in
         December 2001. He does not currently own any shares of the Company's
         common stock.

                  (3) Mr. Meimand will soon file his initial Form 3 report which
         should have been filed within 10 days of becoming a director in
         December 2001. He does not currently own any shares of the Company's
         common stock.

--------------------------------------------------------------------------------
                         ITEM 10. EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

Cash compensation

The following table sets forth the aggregate compensation paid by Amexdrug
and/or its subsidiary, Allied Med, Inc., for services rendered during the
periods indicated:

                           SUMMARY COMPENSATION TABLE

                                                 Long Term Compensation
                    Annual Compensation Awards              Payouts
                    --------------------------              -------
(a)            (b)       (c)    (d)    (e)      (f)      (g)     (h)   (i)

                                                        Secur-
                                                        ities          All
Name and      Year or                  Other    Rest-   Under-   LTIP  Other
Principal     Period    Salary  Bonus  Annual   ricted  lying    Pay-  Compen-
Position      Ended       ($)    ($)   Compen-  Stock   Options  outs  sation
----------------------------------------------------------------------------

Jack Amin    12/31/99   $47,886   0       0       0        0      0      0
President/   12/31/00   $89,338   0       0       0        0      0      0
Director     12/31/01   $63,592   0       0       0        0      0      0

Except as described above, no cash compensation, deferred compensation or
long-term incentive plan awards were issued or granted to Amexdrug's management
during the fiscal years ended December 31, 2001 and 2000. Further, no member of
Amexdrug's management has been granted any option or stock appreciation rights.
Accordingly, no tables relating to such items have been included within this
Item.

There are no present plans whereby Amexdrug will issue any of its securities to
management, promoters, their affiliates or associates in consideration of
services rendered or otherwise, except as described herein.

Compensation of directors

Amexdrug has no arrangement for compensating its directors for their services as
directors or for serving on any committees. However, directors may be
compensated for services which they render as officers and/or as employees of
Amexdrug.

                                       31

<PAGE>



Employment contracts and termination of employment and change-in-control
arrangements

There are no employment contracts, compensatory plans or arrangements, including
payments to be received from Amexdrug with respect to any executive officer of
Amexdrug which would in any way result in payments to any such person because of
his or her resignation, retirement or other termination of employment with
Amexdrug or its subsidiary, any change in control of Amexdrug or a change in the
person's responsibilities following a change in control of Amexdrug.

Nor are there any agreements or understandings for any director or executive
officer to resign at the request of another person. None of Amexdrug's directors
or executive officers is acting on behalf of or will act at the direction of any
other person.

Amexdrug intends to enter into an employment agreement with Jack Amin in the
near future that will provide for an initial salary of $150,000 per year
retroactive to January 1, 2002, and possible bonuses as the board of directors
may determine are appropriate. In the event Amexdrug is unable to pay the full
$150,000 per year annual salary to Mr. Amin, he has indicated that he may accept
a portion of the salary in the form of Amexdrug common stock.

Compensation pursuant to plans; pension table

There were no stock awards, restricted stock awards, stock options, stock
appreciation rights, long-term incentive plan compensation or similar rights
granted to any of our officers or directors. None of our officers or directors
presently holds directly any stock options or stock purchase rights. We have no
retirement, pension, profit sharing, or other plan covering any of our officers
and directors.

We have adopted no formal stock option plans for our officers, directors and/or
employees. We reserve the right to adopt one or more stock options plans in the
future. Presently we have no plans to issue additional shares of our common or
preferred stock or options to acquire the same to our officers, directors or
their affiliates or associates.

Other compensation

None.

--------------------------------------------------------------------------------
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

Security ownership of certain beneficial owners

The following table sets forth the share holdings of those persons who are known
to Amexdrug to be the beneficial owners of more than five percent of Amexdrug's
common stock as of March 25, 2002. Each of these persons has sole investment and
sole voting power over the shares indicated.


                                       32

<PAGE>



                                    Number                  Percent
Name and Address          of Shares Beneficially Owned      of Class
-----------------------   ----------------------------      --------
Jack Amin                         7,835,000                  97.3%
8909 West Olympic Blvd.
Suite 112
Beverly Hills, CA 90211

Security ownership of management

The following table sets forth the share holdings of Amexdrug's directors and
executive officers as of March 25, 2002. Each of these persons has sole
investment and sole voting power over the shares indicated.

                                   Number               Percent
Name and Address        of Shares Beneficially Owned    of Class
----------------        ----------------------------    --------
Jack Amin                       7,835,000                 97.3%
Rodney Barron, M.D.                     0                  0.0%
Behrooz Meimand                         0                  0.0%

All directors and executive
officers as a group (3)         7,835,000                 97.3%

All common shares held by the officers, directors and principal shareholders
listed above are "restricted or control securities" and are subject to
limitations on resale. The shares may be sold in compliance with the
requirements of Rule 144, after a minimum one year holding period has been met.

Rule 13d-3 generally provides that beneficial owners of securities include any
person who directly or indirectly has or shares, voting power and/or investment
power with respect to such securities; and any person who has the right to
acquire beneficial ownership of such security within 60 days.

Any securities not outstanding which are subject to options, warrants or
conversion privileges exercisable within 60 days are treated as outstanding for
the purpose of computing the percentage of outstanding securities owned by that
person. But such securities are not treated as outstanding for the purpose of
computing the percentage of the class owned by any other person.

Changes in control

There are no present arrangements or pledges of Amexdrug's securities, known to
management, which may result in a change in control of Amexdrug.

--------------------------------------------------------------------------------
             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, during the last two fiscal
years ended December 31, 2001, or since December 31, 2001, 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

                                       33

<PAGE>



$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, other than the following:

         1. In February 2000, Allied Med, Inc. loaned $100,000 to its President,
director and sole shareholder, Jack Amin, to purchase 1,000,000 shares of
common stock of Amexdrug (then known as Harlyn Products, Inc.) in a
transaction later approved by the U.S. Bankruptcy Court in April 2000.  The
loan was unsecured and charged interest at 5% per annum.  This loan is
referred to hereafter as the "Allied Loan".

         2. On April 25,2000, the U.S. Bankruptcy Court approved the sale of
stock by Amexdrug, and Mr. Amin purchased 1,000,000 shares of the Company's
common stock from Amexdrug for $100,000.

         3. On December 31, 2001, Jack Amin exchanged all of the issued and
outstanding shares of common stock of Allied Med, Inc. to Amexdrug for 7,000,000
shares of the common stock of Amexdrug. In addition, Amexdrug assumed
responsibility for payment of the Allied Loan and all accrued interest payable
thereon.

         4. Amexdrug anticipates that it will enter into an employment agreement
with Jack Amin in the near future. It is expected that the employment agreement
will be retroactive to January 1, 2002, and that it will provide for an initial
annual salary of $150,000 and possible bonuses as the board of directors may
determine are appropriate. The employment agreement may give Mr. Amin the option
to take a portion of the salary in shares of the Company's common stock.

Parents of the company

Amexdrug has no parents, except to the extent that Mr. Amin may be deemed to be
a parent by virtue of his large percentage stockholdings of the Company's common
stock. See the caption "Security ownership of certain beneficial owners and
management" in item 11 of this report for a description of Mr. Amin's stock
ownership.

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) Exhibits

Exhibit
Number              Description
------              -----------

 2.1                Agreement and Plan of Merger (to change domicile from
                    California to Nevada)


                                       34

<PAGE>



 2.2                Agreement and Plan of Reorganization (to acquire Allied Med,
                    Inc.)

 3.1                Articles of Incorporation

 3.2                By-Laws

21.1                List of Subsidiaries of Amexdrug Corporation

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

(b) Reports on Form 8-K

Amexdrug filed the following reports on Form 8-K during the last quarter of the
period covered by this report:

         1. On December 21, 2001, Amexdrug filed a Form 8-K current report with
an Item 5 disclosure concerning the Company's change of domicile from California
to Nevada, and pursuant to Item 7 of that report, the related Agreement and Plan
of Merger was attached as Exhibit 10.01. An amendment to the Form 8-K current
report was filed on February 22, 2002 to add an Item 8 disclosure concerning a
change in the Company's fiscal year end from June 30 to December 31.

         2. On January 15, 2002, Amexdrug filed a Form 8-K current report with
an Item 2 disclosure concerning the Company's acquisition of Allied Med, Inc.
which occurred on December 31, 2001. Pursuant to Item 7 of the report, the
related Agreement and Plan of Reorganization was attached as Exhibit 10.01. An
amendment to the Form 8-K current report was filed on March 18, 2002 in order to
add a description of the business of Allied Med, Inc. in Item 2 and certain
financial statements of Allied Med, Inc. in Item 7.



                                       35

<PAGE>



--------------------------------------------------------------------------------
                                   SIGNATURES
--------------------------------------------------------------------------------

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                AMEXDRUG CORPORATION



Date: March 29, 2002            By /s/ Jack Amin
                                  --------------------------------------
                                  Jack Amin, Director, President and
                                  Chief Executive Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



Date: March 29, 2002            By /s/ Jack Amin
                                  --------------------------------------
                                  Jack Amin, Director, President and
                                  Chief Executive Officer, Chief
                                  Financial Officer and Chief
                                  Accounting Officer



Date: March __, 2002            By
                                  --------------------------------------
                                  Rodney Barron, M.D., Director,



Date: March 29, 2002            By /s/ Behrooz Meimand
                                  --------------------------------------
                                  Behrooz Meimand, Director,




                              AMEXDRUG CORPORATION
                                 www.amwdrug.com
                                 ---------------


                                       36

<PAGE>



                                                             EXHIBIT INDEX

Exhibit                                                      Exhibit
Number       Description                                     Location
------       -----------                                     --------

 2.1         Agreement and Plan of Merger                    Incorporated by
             (to change domicile from California             reference from
             to Nevada)                                      Amexdrug's Form
                                                             8-K Current Report
                                                             filed December 21,
                                                             2001 as Exhibit
                                                             No. 10.01

 2.2         Agreement and Plan of Reorganization            Incorporated by
             (to acquire Allied Med, Inc.)                   reference from
                                                             Amexdrug's Form
                                                             8-K Current Report
                                                             filed January 15,
                                                             2002 as Exhibit
                                                             No. 10.01

 3.1         Articles of Incorporation                           38

 3.2         By-Laws                                             42

21.1         List of Subsidiaries of Amexdrug                    77
                     Corporation

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


                                       37