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, 2004
                                   -------------------------------

( )  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 208, Beverly Hills, CA       90211
     -----------------------------------------------------    ------------
          (Address of principal executive offices)             (Zip Code)

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

     Securities registered pursuant to section 12 (b) of the Act:

     Title of each class            Name of each exchange on which registered
            None                                       None
     -------------------            -----------------------------------------

     Securities registered pursuant to section 12 (g ) of the Act:

                                      None
             ------------------------------------------------------
                                (Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

 (1) Yes [x]   No [ ]                             (2)  Yes [x]  No [ ]

Check if 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:  $6,530,485

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 April 12, 2005, the aggregate market value of the voting stock held by
non-affiliates was $62,534, based upon 297,783 shares held by non-affiliates,
and the average of the bid price ($0.17 per share) and the asked price ($0.25
per share) of $0.21 per share.

      ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

         Yes [x]   No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of April 12, 2005, 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......................................... 14

ITEM 3.    LEGAL PROCEEDINGS................................................. 15

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS................. 16


PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.......... 17

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION......... 17

ITEM 7.    FINANCIAL STATEMENTS.............................................. 20

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE.......................................... 33

ITEM 8A.   CONTROLS AND PROCEDURES........................................... 33


PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT................ 33

ITEM 10.   EXECUTIVE COMPENSATION............................................ 35

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.... 37

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 38

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.................................. 39

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES............................ 40











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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 a holding company. Through its
subsidiary, Allied Med, Inc., it 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
through Allied Med, Inc. primarily to independent pharmacies in the western and
southeastern regions of the United States, and secondarily to small and
medium-sized pharmacy chains, alternative care facilities and other wholesalers
and retailers. Over the next several months, Amexdrug Corporation anticipates
expanding its market area to include other regions in the continental United
States.

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. As discussed herein, Amexdrug has assumed the operations


                                      -4-
<PAGE>


of Allied as its primary operations, and Amexdrug intends to build on the
wholesale pharmaceutical operations of 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 has experienced significant
growth. According to Gartner Group, worldwide business-to-business Internet
revenue was $433.3 billion in 2000. 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.

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


                                      -5-
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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.

                                  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


                                      -6-
<PAGE>


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.

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


                                      -7-
<PAGE>


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:

          -    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:


                                      -8-
<PAGE>


          -    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
               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


                                      -9-
<PAGE>


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 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.


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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 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


                                      -11-
<PAGE>


and customers. Despite such protections, however, we may be unable to fully
protect our intellectual property.

Dependence on major suppliers

During the year ended December 31, 2004 purchases from three suppliers accounted
for 41%, 25% and 11% of our total purchases, respectively. During the year ended
December 31, 2003 purchases from two suppliers accounted for 35% and 21% of our
total purchases, respectively. We presently enjoy a good relationship with our
suppliers. If for any reason our business with our suppliers 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.

Dependence on major customers

None of our customers accounted for 10% or more of our sales during the year
ended December 31, 2004. One of our customers accounted for approximately 11% of
our sales during the year ended December 31, 2003.

Employees

The Company currently employs 4 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 recently signed a new lease on that property. Rent is presently
approximately $1,425 per month. Rent for the twelve months ending April 30, 2006
will be approximately $1,550 per month. The lease expires in April 2006. The
Company believes this space will be sufficient for the next twelve months.


                                      -12-
<PAGE>


The Company's principal executive offices are located in Beverly Hills,
California. The Company leases approximately 800 square feet of office space for
approximately $1,000 per month. This space is leased on a month to month basis.
The Company believes this space will be sufficient for at least the next twelve
months.

Recent 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 until the mid-1990s.

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.

Asset acquisitions following the acquisition of Allied Med, Inc.

In December 2002, Jack Amin's wife contributed four undeveloped parcels of real
property to Allied Med, Inc. as an additional capital contribution to the
Company. In October 2003, Jack Amin's wife contributed an additional four
undeveloped parcels of real property to Allied Med, Inc. as an additional
capital contribution to the Company. These eight undeveloped parcels of real
property were subsequently transferred by Allied Med, Inc. in 2004 to a third
party as part of a litigation settlement.

In October 2003, Allied Med, Inc. acquired 100% of the assets of Royal Health
Care Company. Royal Health Care Company is a health and beauty company which has
sold specially manufactured facial and body creams, arthritic pain relief
medications and an exclusive patented hair care product to pharmacies, beauty
salons, beauty supply stores and other fine shops. Royal Health Care Company
uses the highest quality ingredients for the finest quality products. Each
product has been formulated with the essential ingredients and plant extracts to
achieve optimum potential and quality. Royal Health Care Company products are
manufactured by a third party in an FDA approved manufacturing facility.

The Royal Health Care Company assets acquired include the "Royal Health Care
Company" name, logo, and related trademarks, all formulas to products
manufactured for sale under the Royal Health Care Company name, and the Royal
Health Care Company list of customers. These intellectual property rights were
acquired without cost from a company in which Jack Amin's wife is a principal
shareholder. Mr. Amin is the CEO and Chairman of Amexdrug Corporation and Allied
Med, Inc. Management believes this acquisition will provide the Company with an
opportunity to increase the number of products sold by the Company, and expand
the Company's customer base.




                                      -13-
<PAGE>


New subsidiaries formed

On October 28, 2004, Amexdrug formed a new subsidiary, Royal Health Care, Inc.
as a Nevada corporation. Royal Health Care, Inc. was formed to manufacture and
sell health and beauty products. Currently, Royal Health Care, Inc. has no
assets, liabilities, or operations.

On November 8, 2004, Amexdrug formed a new subsidiary, Biorx Pharmaceuticals,
Inc. as a Nevada corporation. Biorx Pharmaceuticals, Inc. was formed for the
purpose of repacking and selling generic and branded pharmaceuticals. Currently,
Biorx Pharmaceuticals, Inc. has no assets, liabilities, or operations.



--------------------------------------------------------------------------------

                        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 2006. The monthly
rental payment under this lease during 2005 will be approximately $1,550 per
month. 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
208, Beverly Hills, California 90211, and consist 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 approximately $1,000.

Additional properties

Effective December 20, 2002, Jack Amin and his wife contributed four undeveloped
parcels of real property to Allied Med, Inc. as an additional capital
contribution to the Company. In October 2003, Mrs. Amin contributed four
additional undeveloped parcels of real property to Allied Med, Inc. as an
additional contribution to capital. The Company did not pay anything to Mr. or
Mrs. Amin for the properties. The properties were held by the Company for
investment purposes until approximately August 2004 when they were transferred
to a third party as part of a settlement of litigation involving the Company or
its Allied Med, Inc. subsidiary. A description of each of the eight properties
has been included below:


                                      -14-
<PAGE>


     1. One property was located in San Bernardino County, California and was
approximately two and one-half (2.5) acres in size. The property was not
encumbered by any mortgage, trust deed or other encumbrance. The property was
undeveloped and vacant.

     2. One property was located in San Bernardino County, California and was
approximately five (5) acres in size. The property was not encumbered by any
mortgage, trust deed or other encumbrance. The property was undeveloped and
vacant.

     3. One property was located in Los Angeles County, California and was
approximately two and one-half (2.5) acres in size. The property was not
encumbered by any mortgage, trust deed or other encumbrance. The property was
undeveloped and vacant.

     4. One property was located in Lake County, Oregon and was less than
one-half (0.5) acre in size. The property was not encumbered by any mortgage,
trust deed or other encumbrance. The property was undeveloped and vacant.

     5. One property was located in San Bernardino County, California and was
approximately two and one-half (2.5) acres in size. The property was not
encumbered by any mortgage, trust deed or other encumbrance. The property was
undeveloped and vacant.

     6. One property was located in San Bernardino County, California and was
approximately five (5) acres in size. The property was not encumbered by any
mortgage, trust deed or other encumbrance. The property was undeveloped and
vacant.

     7. One property was located in San Bernardino County, California and was
approximately three (3) acres in size. The property was not encumbered by any
mortgage, trust deed or other encumbrance. The property was undeveloped and
vacant.

     8. One property was located in San Bernardino County, California and was
approximately three (3) acres in size. The property was not encumbered by any
mortgage, trust deed or other encumbrance. The property was undeveloped and
vacant.

--------------------------------------------------------------------------------

                            ITEM 3. LEGAL PROCEEDINGS

--------------------------------------------------------------------------------

Amexdrug is a party to material pending legal proceedings which are described
below. 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, except as described below.

On June 9, 2003 a lawsuit was filed in the Superior Court of the State of
California, County of Los Angeles against the Company, its predecessor
corporation Amexdrug Corporation, a California corporation, its wholly owned
subsidiary Allied Med, Inc., and Jack Amin. The plaintiffs alleged in the
complaint that the parties entered into a one page finder's agreement on April
10, 2000 relating to the acquisition of Harlyn Products, Inc., and that the
plaintiffs were entitled to receive a finder's fee equal to 7.5% (approximately
603,959 shares) of the fully diluted shares of the Company with a value not less
than $600,000 and unspecified profits. Plaintiffs alleged causes of action for
breach of contract, for specific performance, for services rendered and for


                                      -15-
<PAGE>


unjust enrichment. Plaintiffs sought compensation for damages, legal fees, costs
and interest. Although management had determined, with the advice of its legal
counsel, that there was some likelihood that a loss from the claim may have been
incurred, on October 26, 2004, the trial court entered a decision in favor of
the Company disallowing the plaintiffs' claim. The plaintiffs filed a notice of
intent to move for a new trial, which was denied by the court on December 13,
2004. The plaintiffs then filed a notice of appeal. The appeal of the trial
court's decision is now pending in the California Court of Appeal, Second
District. Management is currently unable to predict or speculate on the
likelihood of an unfavorable outcome from the appeal; therefore, no amounts have
been accrued in the accompanying financial statements for any losses that may
result from the outcome of the appeal.

In response to an action initiated by the Company against one of its vendors,
the vendor filed a counterclaim for $365,603, plus costs and attorney fees. At
dispute were pharmaceutical products the Company contended were nonconforming.
This case, Allied Med, Inc. V. Alliance Wholesale Distribution (case No.
0310-11570) was filed in Multnomah County, Oregon Circuit Court. Effective
August 24, 2004, the Company entered into a settlement agreement with the
vendor. Under the terms of the agreement, the Company transferred its eight real
estate parcels to the vendor in return for the release of all of the
counterclaims. The properties were valued at $165,000, their estimated fair
value, and the Company recognized a gain from the disposition of the property of
$165,000. Since $30,426 of accounts payable to the vendor had been previously
accrued, the transfer of the property settled the remaining payable and resulted
in a loss from the settlement during the year totaling $134,574.


The Franchise Tax Board of the State of California asserted that Amexdrug
Corporation (formerly Harlyn Products, Inc.) owed approximately $544,822 in
franchise taxes from periods prior to April 2000. The Company contended that it
had no liability relating to this claim. On or about October 18, 2004, the
California Franchise Tax Board concluded this matter by issuing a Notice of
Balance Due for $1,605.52 to be paid on or before November 2, 2004. This amount
has been paid in full by Amexdrug.

On October 9, 2004 a vendor filed suit to collect on an account in the amount of
$32,917 plus accrued interest. Subsequent to the balance sheet date, the Company
reached a settlement whereby it will pay $5,000 for a full and broad release of
all claims. The payment is due no later than April 15, 2005. The full amount due
the vendor as of December 31, 2004 is accrued in accounts payable in the
accompanying balance sheets. If the settlement occurs, of which there can be no
assurance, a gain will be recognized on the date of settlement.

--------------------------------------------------------------------------------

          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.




                                      -16-
<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.OB". 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 quotations have been provided by market makers in common stock
and/or Pink Sheets LLC.

Quarter ended                 High bid          Low bid
-------------                 --------          -------
March 31, 2002                 $1.01             $0.25
June 30, 2002                  $3.00             $0.60
September 30, 2002             $2.80             $0.55
December 31, 2002              $4.95             $1.30
March 31, 2003                 $5.90             $4.05
June 30, 2003                  $4.05             $2.00
September 30, 2003             $2.15             $1.80
December 31, 2003              $2.80             $1.90
March 31, 2004                 $2.00             $2.00
June 30, 2004                  $2.00             $0.32
September 30, 2004             $0.32             $0.13
December 31, 2004              $0.15             $0.12

Holders

The number of record holders of Amexdrug's common stock as of April 12, 2005 is
approximately 200.

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 not sold any shares of its common
stock without registration under the Securities Act of 1933.


--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------


                                      -17-
<PAGE>


Overview

Amexdrug Corporation is located at 8909 West Olympic Boulevard, Suite 208,
Beverly Hills, California 90211. Its phone number is (310) 855-0475. Its fax
number is (310) 855-0477. Its website is www.amexdrug.com. Shares of Amexdrug
common stock are traded on the OTC Bulletin Board under the symbol AXRX.OB, and
on the Frankfurt Stock Exchange in Germany under the symbol AZC. The President
of Amexdrug has had experience working in the pharmaceutical industry for the
past 20 years.

Through its wholly-owned subsidiary, Allied Med, Inc., Amexdrug is engaged in
the pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, over-the-counter (OTC) and health and beauty products
in 7 or 8 states. Amexdrug is expanding its business, and it would like to
eventually sell and distribute products in all 50 states.

Amexdrug Corporation was initially incorporated under the laws of the State of
California on April 30, 1963 under the name of Harlyn Products, Inc. Harlyn
Products, Inc. was engaged in the business of selling jewelry to department
stores and retail jewelry stores until the mid-1990s.

The name of the Company was changed to Amexdrug Corporation in April 2000 to
reflect the change in the Company's business to the sale of pharmaceutical
products. The officers and directors of the Company also changed in April 2000.
The domicile of the Company was changed from California to Nevada in December
2001. At that time the Company changed its fiscal year end from June 30 to
December 31.

On December 31, 2001, Amexdrug acquired all of the issued and outstanding common
shares of Allied Med, Inc. ("Allied") in a share exchange. Amexdrug acquired all
50,000 issued and outstanding shares of Allied common stock from its sole
shareholder, Mr. Jack Amin, in exchange for 7,000,000 restricted common shares
of Amexdrug and the assumption of a $100,000 promissory note, and all accrued
interest thereon owed by Mr. Amin 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 potential for
future growth.

Allied was formed as an Oregon corporation in October 1997, to operate in the
pharmaceutical wholesale business of selling brand name and generic
pharmaceutical products, over-the-counter (OTC) and health and beauty products.

Amexdrug has assumed the operations of Allied as its primary operations, and
Amexdrug intends to build on the pharmaceutical wholesale operations of Allied.

On October 28, 2004, Amexdrug formed a new subsidiary, Royal Health Care, Inc.
as a Nevada corporation. Royal Health Care, Inc. was formed to manufacture and
sell health and beauty products.

On November 8, 2004, Amexdrug formed a new subsidiary, Biorx Pharmaceuticals,
Inc. as a Nevada corporation. Biorx Pharmaceuticals, Inc. was formed for the
purpose of repacking and selling generic and branded pharmaceuticals.


                                      -18-
<PAGE>


The accompanying financial information includes the operations of Allied Med,
Inc. and the operations of Amexdrug Corporation for all periods presented.

Results of operations

For the year ended December 31, 2004, Amexdrug reported sales of $6,530,485,
comprised entirely of income from Allied Med, Inc.'s pharmaceutical wholesale
business of selling brand name and generic pharmaceutical products, and
over-the-counter (OTC) and health and beauty products. This was $5,175,187 less
than the $11,705,672 of sales reported for the year ended December 31, 2003. The
decline in sales is due to increased competition and Amexdrugs's search for
better discount products to sell. Cost of goods sold for the year ended December
31, 2004 was $6,234,808, a decrease of $5,026,241 from the $11,261,049 cost of
goods sold for the year ended December 31, 2003. During the year ended December
31, 2004 gross profit declined by $148,946 to $295,677 or 4.5% of sales from the
$444,623 or 3.8% of sales recorded for the year ended December 31, 2003.

Selling, general and administrative expense was $314,004 for the year ended
December 31, 2004, a decrease of $97,471 from the $411,475 recorded for the year
ended December 31, 2003. This decrease in selling, general and administrative
expense is attributable to a decrease in expenses related to the decline in
sales and resulting decrease in the Company's operations.

During the year ended December 31, 2004, Amexdrug recorded a loss on a
litigation settlement of $134,574 in connection with Allied Med, Inc.'s
settlement of a lawsuit which included the transfer of eight parcels of
underdeveloped real estate from Allied Med, Inc. to the other party.

During the year ended December 31, 2004, Amexdrug experienced net income of
$10,450. This was $14,571 less than the $25,021 net income recorded for the year
ended December 31, 2003. Although Amexdrug's net income decreased during the
year ended December 31, 2004 by $14,571, it would have been significantly higher
had it not been for the loss on the litigation settlement incurred by Amexdrug.

Liquidity and capital resources - December 31, 2004

Amexdrug's auditor has expressed a going concern opinion in Amexdrug's financial
statements due to Amexdrug's decrease in revenues, as well as Amexdrug's working
capital and capital deficiency.

As of December 31, 2004, Amexdrug reported total current assets of $375,496,
comprised of cash of $4,693, accounts receivable, net of $297,310 and inventory
of $73,493. Total assets as of December 31, 2004 were $420,103, which included
total current assets of $375,496, plus net property and equipment of $43,507 and
deposits of $1,100.

Amexdrug's liabilities as of December 31, 2004 consist of accounts payable of
$427,847, payables to a related party of $29,674, accrued liabilities of $4,252,
current portion of capital lease obligations of $10,747, accrued taxes of $800
and total long-term liabilities of $27,495.

During the year ended December 31, 2004, Amexdrug had $49,377 cash provided by
operating activities compared to $354,878 cash used in the year ended December
31, 2003. The primary adjustments to reconcile net income to net cash provided
by operating activities during 2004 were as follows: a decrease in accounts
payable of $109,615, an increase on gain of disposition of property of $165,000,
a decrease in accounts receivable of $88,959, an increase on litigation


                                      -19-
<PAGE>


settlement of $134,574, a decrease in inventory of $64,455 and a depreciation
expense of $22,971. Cash increased during the year ended December 31, 2004 by
$3,508 compared to a decrease during 2003 of $337,344. Amexdrug had a cash
balance of $4,693 at December 31, 2004. Operations have primarily been funded
through cash generated from operations. Increases in loans from related parties
have also provided some additional cash for operations. Management does not
anticipate that Amexdrug will need to seek additional financing during the next
twelve months.

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.

--------------------------------------------------------------------------------

                          ITEM 7. FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

Amexdrug's consolidated audited balance sheets as of December 31, 2004 and 2003,
and Amexdrug's consolidated audited statements of operations, stockholders'
equity (deficit), and cash flows for the fiscal years ended December 31, 2004
and 2003 are included below.
































                                      -20-
<PAGE>





                       AMEXDRUG CORPORATION AND SUBSIDIARY


                          INDEX TO FINANCIAL STATEMENTS


                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm......................22

Consolidated Balance Sheets -- December 31, 2004 and 2003....................23

Consolidated Statements of Operations for the Years Ended December 31,
   2004 and 2003.............................................................24

Consolidated Statements of Stockholders' Deficit for the Years Ended
   December 31, 2004 and 2003................................................25

Consolidated Statements of Cash Flows for the Years Ended December 31,
   2004 and 2003.............................................................26

Notes to Consolidated Financial Statements...................................27













                                      -21-
<PAGE>


  HANSEN, BARNETT & MAXWELL
  A Professional Corporation
 CERTIFIED PUBLIC ACCOUNTANTS                   an independent member of
  5 Triad Center, Suite 750                            BAKER TILLY
Salt Lake City, UT 84180-1128                         INTERNATIONAL
    Phone: (801) 532-2200
     Fax: (801) 532-7944
       www.hbmcpas.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Stockholders
Amexdrug Corporation
Beverly Hills, California

We have  audited  the  accompanying  consolidated  balance  sheets  of  Amexdrug
Corporation  and  subsidiary  as of December 31, 2004 and 2003,  and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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  financial statements referred to above present
fairly, in all material respects, the financial position of Amexdrug Corporation
and  subsidiary  as of  December  31,  2004 and 2003,  and the  results of their
operations  and their cash flows for the years then ended,  in  conformity  with
U.S. generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements,  during the years ended December 31, 2004 and
2003, the Company  experienced  decreases in revenue.  At December 31, 2004, the
Company had a working capital deficiency and a capital deficiency. These matters
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1. The financial  statements do not include any adjustments relating to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.


                                                       HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 6, 2005


                                      -22-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


December 31,                                                2004         2003
--------------------------------------------------------------------------------
ASSETS
Current Assets
Cash                                                     $   4,693    $   1,185
Accounts receivable, net of allowance for doubtful
 accounts of $39,494 and $95,000, respectively             297,310      405,224
Inventory                                                   73,493      137,948
--------------------------------------------------------------------------------
 Total Current Assets                                      375,496      544,357
--------------------------------------------------------------------------------


Property and Equipment
Office and computer equipment                              133,641      133,641
Leasehold improvements                                      15,700       15,700
--------------------------------------------------------------------------------
 Total Property and Equipment                              149,341      149,341
Less:  Accumulated depreciation                           (105,834)     (82,863)
--------------------------------------------------------------------------------
 Net Property and Equipment                                 43,507       66,478
Deposits                                                     1,100        1,100
--------------------------------------------------------------------------------

Total Assets                                             $ 420,103    $ 611,935
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Checks written in excess of cash in bank                 $    --      $  41,024
Accounts payable                                           427,487      567,528
Payables - related party                                    29,674       18,588
Accrued liabilities                                          4,252       14,972
Accrued income taxes                                           800         --
Current portion of capital lease obligations                10,747       24,545
--------------------------------------------------------------------------------
 Total Current Liabilities                                 472,960      666,657
--------------------------------------------------------------------------------

Long-Term Liabilities
Deferred income taxes                                         --          1,004
Capital lease obligations, net of current portion           27,495       35,076
--------------------------------------------------------------------------------
 Total Long-Term Liabilities                                27,495       36,080
--------------------------------------------------------------------------------

Stockholders' Deficit
Common stock - $0.001 par value; 50,000,000
 shares authorized; 8,052,783 shares issued
 and outstanding                                             8,053        8,053
Additional paid-in capital                                   7,969        7,969
Accumulated deficit                                        (96,374)    (106,824)
--------------------------------------------------------------------------------
 Total Stockholders' Deficit                               (80,352)     (90,802)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit              $ 420,103    $ 611,935
================================================================================



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

                                      -23-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


For the Years Ended December 31,                        2004            2003
-------------------------------------------------------------------------------

Sales                                              $  6,530,485    $ 11,705,672
Cost of Goods Sold                                    6,234,808      11,261,049
--------------------------------------------------------------------------------

Gross Profit                                            295,677         444,623

Expenses
Selling, general and administrative expense            (314,004)       (411,475)
Loss on litigation settlement                          (134,574)           --
Interest expense                                         (1,949)         (7,606)
Interest and other income                                    95           1,311
-------------------------------------------------------------------------------

Income (Loss) From Operations                          (154,755)         26,853

Gain on Disposition of Property                         165,000            --
--------------------------------------------------------------------------------

Income Before Income Taxes                               10,245          26,853

Provision for (Benefit from) Income Taxes                  (205)          1,832
-------------------------------------------------------------------------------

Net Income                                         $     10,450    $     25,021
===============================================================================

Basic Income Per Common Share                      $       --      $       --
===============================================================================

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











   The accompanying notes are in integral part of these financial statements.


                                      -24-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                 Common Stock        Additional                 Total
                             ---------------------    Paid-In   Accumulated  Stockholders'
                              Shares       Amount     Capital     Deficit      Deficit
------------------------------------------------------------------------------------------
<S>                          <C>         <C>         <C>         <C>          <C>
Balance, December 31, 2002   8,052,783   $   8,053   $   7,969   $(131,845)   $(115,823)

Net income                        --          --          --        25,021       25,021
------------------------------------------------------------------------------------------

Balance, December 31, 2003   8,052,783       8,053       7,969    (106,824)     (90,802)

Net income                        --          --          --        10,450       10,450
------------------------------------------------------------------------------------------

Balance, December 31, 2004   8,052,783   $   8,053   $   7,969   $ (96,374)   $ (80,352)
==========================================================================================
</TABLE>















   The accompanying notes are in integral part of these financial statements.


                                      -25-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Years Ended December 31,                            2004          2003
--------------------------------------------------------------------------------

Cash Flows from Operating Activities:
Net income                                               $  10,450    $  25,021
Adjustments to reconcile net income to net
cash used in operating activities:
 Depreciation                                               22,971       20,643
 Provision for losses on accounts receivable                18,955       26,776
 Deferred income taxes                                      (1,004)       1,004
 Gain on disposition of property                          (165,000)        --
 Loss on litigation settlement                             134,574         --
 Changes in operating assets and liabilities:
   Accounts receivable                                      88,959      250,627
   Inventory                                                64,455      257,991
   Accounts payable                                       (109,615)    (968,156)
   Payables - related party for inventory                   (5,448)      18,588
   Accrued liabilities                                     (10,720)      12,628
   Accrued income taxes                                        800         --
--------------------------------------------------------------------------------

Net Cash Provided by (Used in) Operating Activities         49,377     (354,878)
--------------------------------------------------------------------------------

Cash Flows from Investing Activities:
Increase in deposits                                          --           (900)
--------------------------------------------------------------------------------

Net Cash (Used in) Investing Activities                       --           (900)
--------------------------------------------------------------------------------

Cash Flows from Financing Activities:
 Proceeds from borrowings from related party                16,534         --
 Checks written in excess of cash in bank                  (41,024)      41,024
 Principal payments on capital lease obligations           (21,379)     (22,590)
--------------------------------------------------------------------------------

Net Cash Provided by (Used in) Financing Activities        (45,869)      18,434
--------------------------------------------------------------------------------

Net Increase (Decrease) in Cash                              3,508     (337,344)

Cash at Beginning of Year                                    1,185      338,529
--------------------------------------------------------------------------------

Cash at End of Year                                      $   4,693    $   1,185
================================================================================

Supplemental Cash Flow Information:
 Cash paid for interest                                  $   1,949    $   7,606
================================================================================

Supplemental Schedule of Noncash Investing
and Financing Activities:
 Capital lease obligation incurred for equipment         $    --      $  13,813
================================================================================



   The accompanying notes are in integral part of these financial statements.


                                      -26-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Organization and Nature of Operations -- Amexdrug  Corporation (the Company) and
its wholly owned subsidiary, Allied Med, Inc., operate as a full-line, wholesale
distributor of  pharmaceuticals,  over-the-counter  products,  health and beauty
care products, and nutritional supplements. The Company 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.

Principles  of  Consolidation  --  The   accompanying   consolidated   financial
statements  include the accounts of Amexdrug  Corporation  and its  wholly-owned
subsidiary.  Intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Business  Condition -- During the years ended  December  31, 2004 and 2003,  the
Company  experienced  decreases  in revenue  of  approximately  44% and 47%,  or
$5,175,187  and  $10,554,280,  respectively.  At December 31, 2004 and 2003, the
Company had working capital deficiencies of $97,464 and $122,300,  respectively,
and capital  deficiencies  of $80,352 and $90,802,  respectively.  These matters
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. Management has borrowed from related parties as more fully described in
Note 4. Management intends to restructure the Company's  operations as necessary
in  order  to  obtain  profits  from  operations,  which  is  not  assured.  The
accompanying financial statements do not include any adjustments relating to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

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.

Concentration  of  Credit  Risk  --  The  Company's   historical   revenues  and
receivables have been derived solely from the pharmaceutical industry.  Although
the Company  primarily sells products on a  cash-on-delivery  basis, the Company
also sells  products  to certain  customers  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 accounts receivable
that may become uncollectible.

During the year ended December 31, 2004  purchases from three vendors  accounted
for 41%,  25%, and 11% of total  purchases,  respectively.  Accounts  payable to
these  vendors  accounted  for 23%,  27%, and 0% of the total  accounts  payable
balance, respectively, as of December 31, 2004. The loss of any of these vendors
could have a potential negative effect upon the Company's future operations.

Fair Value of Financial  Instruments  -- The carrying  amounts of capital  lease
obligations  approximate  their  fair  values  based on current  interest  rates
available to the Company.

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 expired  inventory to
its  estimated  net  realizable  value.   Although  competitive   pressures  and
pharmaceutical advancements expose the Company to the risk that estimates of the
net  realizable  value could change in the near term,  the Company's  agreements
with  most  vendors  provide  for the right of return  of  outdated  or  expired


                                      -27-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


inventory.  The Company is exposed to other ownership  related risks  associated
with inventory.

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 straight-line and declining-balance  methods over
the estimated useful lives of the related assets, which are as follows:

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

Depreciation  expense was $22,971 and $20,643 for the years ended  December  31,
2004 and 2003,  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.

Investment  in Real  Estate  -- On  December  19,  2002,  Jack Amin and his wife
contributed  four parcels of real estate to the Company.  On September 29, 2003,
another four parcels were contributed.  The real estate has been recorded at its
historical  cost of $0. The real estate is not used in the Company's  operations
and was held for sale. As further  described in Note 5, the Company  transferred
these eight  parcels of real estate to a vendor in settlement of a claim against
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,  2004,  based on the
analysis of estimated  undiscounted  future net cash flows,  the Company did 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 the  customer,  which is usually a pharmacy or a retail  store.  An
allowance for sales returns is provided for products sold on a  cash-on-delivery
basis  that are not  accepted  or paid for by the  customer.  Drug  manufacturer
recalls are typically  handled between the  manufacturer  and the pharmacy,  and
since they generally do not involve the Company,  sales are final when delivered
and are not subject to a right of return to the Company.

Income Taxes -- The Company  recognizes  an asset or liability  for the deferred
tax consequences of operating loss carry forwards and 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.

Basic  Income Per Share -- Basic  income per share is computed  by dividing  net
income  by the  weighted-average  number  of common  shares  outstanding.  As of
December 31, 2004 and 2003,  the Company did not have any  potentially  issuable


                                      -28-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

common  shares  outstanding;  accordingly,  diluted  income  per  share  is  not
applicable to the Company and is not presented.

Recent  Accounting  Pronouncements -- In November 2004, the FASB issued SFAS No.
151, Inventory Costs. SFAS No. 151 clarifies the accounting for abnormal amounts
of  idle  facility  expense,   freight,  handling  costs,  and  wasted  material
(spoilage).  The Company  will be required to apply this  statement to inventory
costs  incurred  after  December 31, 2005.  The adoption of this standard is not
expected  to have a  material  effect on the  Company's  financial  position  or
results of operations.

In  December  2004,  the FASB issued SFAS No. 123  (revised  2004),  Share-Based
Payment,  which is an  amendment  to SFAS No. 123,  Accounting  for  Stock-Based
Compensation.   This  new  standard   eliminates  the  ability  to  account  for
share-based  compensation  transactions using Accounting  Principles Board (APB)
No. 25,  Accounting  for Stock  Issued to Employees  (APB 25) and requires  such
transactions  to be accounted  for using a  fair-valued-based  method,  with the
resulting  cost  recognized  in the  Company's  financial  statements.  This new
standard is effective for interim and annual  periods  beginning  after June 15,
2005.  The  Company has not  awarded or granted  any  share-based  compensation;
therefore,  the adoption of this  standard is not expected to have any effect on
the Company's financial position or results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets.
SFAS  No.  153  amends  APB  Opinion  No.  29,   Accounting   for   Non-monetary
Transactions,  to eliminate the exception for non-monetary  exchanges of similar
productive  assets.  The Company  will be required  to apply this  statement  to
non-monetary exchanges after December 31, 2005. The adoption of this standard is
not expected to have a material  effect on the Company's  financial  position or
results of operations.

NOTE 2 - LEASES

Operating  Leases  --The  Company  leases  its  operating   facilities  under  a
non-cancelable operating lease that expires during April 2006. The monthly lease
payment  in the first  year of the lease is $1,316  increasing  to $1,416 in the
second  year.  Additionally,  the  Company  leases  its  executive  offices on a
month-to-month  basis.  The monthly  rental  payment is $1,000.  Rent expense is
recognized on a  straight-line  basis over the term of the leases.  Rent expense
for the  years  ended  December  31,  2004  and 2003 was  $28,033  and  $31,835,
respectively.  The following represents future payments under the non-cancelable
lease:


        Years Ending December 31,
        ---------------------------------------------------------------
        2005                                                  $ 16,592
        2006                                                     5,664
        ---------------------------------------------------------------
        Total                                                 $ 22,256
        ===============================================================


Capital  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, 2004:


        Property and equipment                               $ 115,721
        Less:  Accumulated amortization                        (77,130)
        ---------------------------------------------------------------
        Net property and equipment under capital lease        $ 38,591
        ===============================================================


                                      -29-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

During the year ended December 31, 2004, the Company  restructured  the terms of
its capital lease with a vendor.  The monthly  payments were reduced from $1,274
to zero for the first two months, $250 for the next thirty-five months, followed
by a lump sum payment of $17,798.  The  restructure  lease term was  extended to
November  30, 2007,  from the  original due date of April 1, 2006.  The implicit
interest rate of the lease  decreased from 8.091% to 8.055%.  The following is a
schedule of future minimum lease payments under capital lease obligations:


        Years Ending December 31,
        ---------------------------------------------------------------
        2005                                                  $ 13,884
        2006                                                    10,545
        2007                                                    18,591
        ---------------------------------------------------------------
        Total minimum lease payments                            43,020
        Less:  Amount representing interest                     (4,778)
        ---------------------------------------------------------------
        Present value of net minimum lease payments             38,242
        Less: current portion of capital lease obligations     (10,747)
        ---------------------------------------------------------------
        Long-term portion of capital lease obligations        $ 27,495
        ===============================================================


NOTE 3 - INCOME TAXES

The  provision  for income taxes for the years ended  December 31, 2004 and 2003
consisted  of the  following:


                                                 Federal     State       Total
--------------------------------------------------------------------------------
For The Year Ended December 31, 2004
Current tax expense                             $  --       $   800     $   800
Deferred tax expense                             (1,315)        310      (1,005)
--------------------------------------------------------------------------------
Benefit from Income Taxes                       $(1,315)    $ 1,110     $  (205)
--------------------------------------------------------------------------------

For The Year Ended December 31, 2003
Current tax expense                             $   295     $   827     $ 1,122
Benefit of net operating loss                      (295)       --          (295)
Deferred tax expense                              1,315        (310)      1,005
--------------------------------------------------------------------------------
Provision For Income Taxes                      $ 1,315     $   517     $ 1,832
================================================================================


As of December 31, 2004 the Company had net  operating  loss carry  forwards for
federal income tax reporting purposes of $44,687 which will expire, beginning in
2021.  The  following  is a  reconciliation  of the  income  tax at the  federal
statutory  tax rate with the  provision  for  income  taxes for the years  ended
December 31, 2004 and 2003:


                                                             2004         2003
--------------------------------------------------------------------------------
Income tax at statutory rate (34%)                        $  3,484     $  9,130
Non-taxable items                                            1,871       (1,004)
Allowance for doubtful accounts from prior years           (33,289)        --
Change in valuation allowance                               27,135       (7,851)
State (tax) benefit net of federal tax                         594        1,557
--------------------------------------------------------------------------------
Provision for (Benefit from) Income Taxes                 $   (205)    $  1,832
================================================================================


                                      -30-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

The components of the net deferred tax asset (liability) as of December 31, 2004
and 2003 are as follows:


                                                         2004             2003
--------------------------------------------------------------------------------
Operating loss carry forwards                          $ 18,167        $  2,756
Allowance for bad debts                                  15,732           4,526
Valuation allowance                                     (27,135)           --
--------------------------------------------------------------------------------
Net Deferred Tax Asset                                    6,764           7,282
Depreciation                                             (6,764)         (8,286)
--------------------------------------------------------------------------------
Net Deferred Tax Asset (Liability)                     $   --          $ (1,004)
================================================================================


NOTE 4 - RELATED PARTY TRANSACTIONS

During  the years  ended  December  31,  2004 and 2003,  the  Company  purchased
inventory totaling $34,304 and $90,992,  respectively,  from Amrx Corporation, a
corporation  owned by the president of the Company.  As of December 31, 2004 and
2003, accounts payable to Amrx totaled $13,140 and $18,588, respectively.

In December 2004, the Company borrowed $16,534 from the wife of the president of
the Company. The loan is intended to be short-term. Accordingly, the balance due
is reflected in payables - related party in the accompanying  balance sheets. In
January 2005, the Company borrowed an additional $59,261 from this person.

NOTE 5 - CONTINGENCIES

On June 9,  2003 a  lawsuit  was  filed in the  Superior  Court of the  State of
California,   County  of  Los  Angeles  against  the  Company,  its  predecessor
corporation,  Harlyn  Products,  Inc., a California  corporation,  the Company's
wholly  owned  subsidiary,   Allied  Med,  Inc.,  and  the  Company's  principal
shareholder, Jack Amin. The plaintiffs alleged in the complaint that the parties
entered into a one page  finder's  agreement  on April 10, 2000  relating to the
acquisition of Harlyn  Products,  Inc., and that the plaintiffs were entitled to
receive a finder's fee equal to 7.5% (approximately 603,959 shares) of the fully
diluted  shares  of  the  Company  with a  value  not  less  than  $600,000  and
unspecified lost profits.  The plaintiffs alleged causes of action for breach of
contract,  for  specific  performance,  for  services  rendered  and for  unjust
enrichment.  The plaintiffs sought  compensation for damages,  legal fees, costs
and interest.  Although management had determined,  with the advice of its legal
counsel, that there was some likelihood that a loss from the claim may have been
incurred,  on October 26, 2004,  the trial court  entered a decision in favor of
the Company  disallowing the plaintiffs' claim. The plaintiffs filed a notice of
intent of move for a new trial,  which was denied by the court on  December  13,
2004.  The  plaintiffs  then filed a notice of  appeal.  The appeal of the trial
court's  decision  is now  pending in the  California  Court of  Appeal,  Second
District.  Management  is  currently  unable  to  predict  or  speculate  on the
likelihood of an unfavorable outcome from the appeal; therefore, no amounts have
been accrued in the  accompanying  financial  statements for any losses that may
result from the outcome of the appeal.

During 2003, the Company initiated action against one of its vendors. At dispute
were pharmaceutical  products the Company contended were non-conforming.  In its
action,  the Company  sought for damages for losses  suffered as a result of the
delivery of the  non-conforming  products.  The vendor filed a counterclaim  for
$365,603,  plus costs and attorney fees.  Effective August 24, 2004, the Company


                                      -31-
<PAGE>


                       AMEXDRUG CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

entered  into a  settlement  agreement  with the vendor.  Under the terms of the
agreement,  the Company  transferred its eight real estate parcels to the vendor
in return  for the  release of all of the  counterclaims.  The  properties  were
valued at $165,000, their estimated fair value and the Company recognized a gain
from the  disposition  of the  property of $165,000.  Since  $30,426 of accounts
payable to the vendor had been previously accrued,  the transfer of the property
settled the remaining  payable and resulted in a loss from the settlement during
the year totaling $134,574.

The Franchise  Tax Board of the State of  California  has asserted that Amexdrug
Corporation  (formerly Harlyn  Products,  Inc.) owes  approximately  $544,822 in
franchise  taxes from periods  prior to April 2000,  when it was acquired by the
current  shareholders.  A stipulation in the bankruptcy court's order for Harlyn
Products,  Inc. dated April 25, 2000, stated that Jack Amin purchased  1,000,000
common  shares  of  Harlyn  Products,   Inc.  free  of  any  and  all  liens  or
encumbrances. Management has asserted that the Company had no liability relating
to the claim.  During the year ended December 31, 2004,  the Company  reached an
agreement with the State of California to pay $1,606 to settle all amounts under
the claim.

On October 9, 2004 a vendor filed suit to collect on an account in the amount of
$32,917 plus accrued interest. Subsequent to the balance sheet date, the Company
reached a settlement  whereby it will pay $5,000 for a full and broad release of
all claims. The payment is due no later than April 15, 2005. The full amount due
the  vendor as of  December  31,  2004 is  accrued  in  accounts  payable in the
accompanying  balance sheets. If the settlement occurs, of which there can be no
assurance, a gain will be recognized on the date of settlement.

NOTE 6 - SUBSEQUENT EVENTS

As discussed in Note 4, in January  2005,  the Company  borrowed  money from the
wife of the Company's president.

On January 17, 2005, the Company  reached a settlement  with a customer  whereby
the Company  will receive  $35,083 in exchange for the  dismissal of its lawsuit
against  the  customer.  The  lawsuit  stems from the  receipt by the Company of
dishonored checks related to the sale of merchandise to the customer.

On February 17, 2005, the Company received a judgment against a customer related
to non-payment for merchandise sold. The Company is to receive payments totaling
$19,800 for the merchandise, plus interest and legal fees.

















                                      -32-
<PAGE>


--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

Amexdrug has had no changes in its independent registered public accounting firm
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.

--------------------------------------------------------------------------------

                        ITEM 8A. CONTROLS AND PROCEDURES

--------------------------------------------------------------------------------

     (a) Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic SEC
reports. It should be noted that the design of any system of controls is based
in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote.

     (b) Changes in Internal Controls Over Financial Reporting.

There has been no change in our internal control over financial reporting during
the period covered by this report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

                                    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 April 12, 2004, includes the name, age, and position
of each executive officer and director of Amexdrug and the term of office of
each director.

Name                Age  Position                  Director and/or Officer Since
-----------------   ---  ----------------------    -----------------------------

Jack Amin           46   President, Secretary,     April 2000
                         Treasurer and Director

Rodney S. Barron,   52   Director                  December 2001
M.D

Behrooz Meimand     56   Director                  December 2001


                                      -33-
<PAGE>


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.

Significant employees

Amexdrug and its subsidiaries have no present employees who are expected to make
a significant contribution to Amexdrug's business other than Amexdrug's 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 officers, directors or managers of its subsidiary companies,
Allied Med, Inc., Royal Health Care, Inc. and Biorx Pharmaceuticals, 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;


                                      -34-
<PAGE>


          (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

Based solely upon a review of Forms 3 and 4 furnished to the Company under Rule
16a-3(d) during its most recent fiscal year, 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") that failed to file on a timely basis any reports required
to be furnished pursuant to Section 16(a) during the most recent fiscal year,
except for the following:

  1. Jack Amin filed a Form 4 report on June 1, 2004 to report sales of 2,500
     shares that occurred on May 20, 2004 and a sale of 1,000 shares that
     occurred on May 21, 2004; and

  2. Jack Amin filed a Form 4 report on June 1, 2004 to report sales of 5,000
     shares that occurred on May 24, 2004.


--------------------------------------------------------------------------------

                         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   12/31/02  $29,905   0       0      0         0       0     0
President/  12/31/03  $24,000   0       0      0         0       0     0
Director    12/31/04  $     0   0       0      0         0       0     0


                                      -35-
<PAGE>


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, 2004 and 2003. 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.

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 subsidiaries, 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, 2005, 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


                                      -36-
<PAGE>


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 April 12, 2005. 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                           7,775,000                   96.3%
8909 West Olympic Blvd.
Suite 208
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 April 12, 2005. 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                           7,775,000                   96.3%
Rodney Barron, M.D.                         0                    0.0%
Behrooz Meimand                             0                    0.0%

All directors and executive
officers as a group (3)             7,775,000                   96.3%

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.


                                      -37-
<PAGE>


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, 2004, or since December 31, 2004, or any currently
proposed transactions, or series of similar transactions, to which the Company
was or is to be party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder who is known by
the Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest, other than the following:

     1. 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, 2005, 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.

     2. In October 2003 Mrs. Amin transferred four undeveloped parcels of real
property to Allied Med, Inc. as an additional capital contribution to the
Company. The Company did not pay anything to Mrs. Amin for the properties. The
properties are held by the Company for investment purposes. For more information
concerning the properties, see "Item. 2 Description of Properties."

     3. During the years ended December 31, 2004 and 2003 Amexdrug purchased
inventory totaling $34,304 and $90,992, respectively, from Amrx Corporation, a
corporation owned by Jack Amin, the Company's president. As of December 31, 2004
and 2003, accounts payable to Amrx Corporation totaled $13,140 and $18,588,
respectively.

     4. In December 2004, the Company borrowed $16,534 from the wife of the
President of the Company. The loan is intended to be short term. The loan bears
no interest, is unsecured and due upon demand. Accordingly, the balance due is
reflected in the Company's balance sheet in payables - related party. In January
2005, the Company borrowed an additional $59,261 from the same person.

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


                                      -38-
<PAGE>


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)*

 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***

31.1            Certification of Chief Executive Officer
                pursuant to Section 302 of the Sarbanes-
                Oxley Act of 2002

31.2            Certification of Chief Financial Officer
                pursuant to Section 302 of the Sarbanes-
                Oxley Act of 2002

32.1            Certification of Chief Executive Officer
                pursuant to Section 906 of the Sarbanes-
                Oxley Act of 2002

32.2            Certification of Chief Financial Officer
                pursuant to Section 906 of the Sarbanes-
                Oxley Act of 2002

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

          *     Exhibit 2.1 is incorporated by reference from Amexdrug's Form
                8-K Current Report filed December 31, 2001 as Exhibit 10.01

          **    Exhibit 2.2 is incorporated by reference from Amexdrug's
                Form 8-K Current Report filed January 15, 2002 as Exhibit 10.01

          ***   Exhibits 3.1, 3.2 and 21.1 are incorporated by reference
                from Amexdrug's 2001 Form 10-KSB filed April 1, 2002.


                                      -39-
<PAGE>


(b)  Reports on Form 8-K

Amexdrug filed no reports on Form 8-K during the last quarter of the period
covered by this report:

--------------------------------------------------------------------------------

                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

--------------------------------------------------------------------------------


Audit Fees

For the fiscal years ended December 31, 2004 and 2003, our principal accountant
billed $15,000 and $12,387, respectively, for the audit of our annual financial
statements and review of financial statements included in our Form 10-QSB
filings.

Audit-Related Fees

There were $0 and $0 in fees, respectively, billed for services reasonably
related to the performance of the audit or review of our financial statements
outside of those fees disclosed above under "Audit Fees" for the fiscal years
ended December 31, 2004 and 2003.

Tax Fees

For the fiscal years ended December 31, 2004 and 2003, our principal accountant
billed us $866 and $500, respectively, for services for tax compliance, tax
advice, and tax planning work.

All Other Fees

There were $0 and $0 in other fees, respectively, billed by our principal
accountants other than those disclosed above for fiscal years ended December 31,
2003 and 2002.

Pre-Approved Policies and Procedures

Prior to engaging our accountants to perform a particular service, our board of
directors obtains an estimate for the service to be performed. All of the
services described above were approved by the board of directors in accordance
with its procedures.










                                      -40-
<PAGE>


--------------------------------------------------------------------------------

                                   SIGNATURES

--------------------------------------------------------------------------------

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

                                AMEXDRUG CORPORATION



Date: April 13, 2005            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: April 13, 2005            By /s/ Jack Amin
                                  ------------------------------------------
                                  Jack Amin, Director, President and
                                  Chief Executive Officer, Chief
                                  Financial Officer and Chief Accounting Officer



Date: April 13, 2005            By
                                  ------------------------------------------
                                  Rodney Barron, M.D., Director



Date: April 13, 2005            By /s/ Behrooz Meimand
                                  ------------------------------------------
                                  Behrooz Meimand, Director








                                      -41-
<PAGE>


                                  EXHIBIT INDEX

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

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

 2.2             Agreement and Plan of Reorganization                  **

 3.1             Articles of Incorporation                             ***

 3.2             By-Laws                                               ***

21.1             List of Subsidiaries of Amexdrug                      ***
                 Corporation

31.1             Certification of Chief Executive Officer              __
                 pursuant to Section 302 of the Sarbanes-
                 Oxley Act of 2002

31.2             Certification of Chief Financial Officer              __
                 pursuant to Section 302 of the Sarbanes-
                 Oxley Act of 2002

32.1             Certification of Chief Executive Officer              __
                 pursuant to Section 906 of the Sarbanes-
                 Oxley Act of 2002

32.2             Certification of Chief Financial Officer              __
                 pursuant to Section 906 of the Sarbanes-
                 Oxley Act of 2002

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

          *      Exhibit 2.1 is incorporated by reference from Amexdrug's Form
                 8-K Current Report filed December 31, 2001 as Exhibit 10.01

          **     Exhibit 2.2 is incorporated by reference from Amexdrug's
                 Form 8-K Current Report filed January 15, 2002 as Exhibit 10.01

          ***    Exhibits 3.1, 3.2 and 21.1 are incorporated by reference
                 from Amexdrug's 2001 Form 10-KSB filed April 1, 2002.


                                      -42-