UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

(x)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

     For the fiscal year ended June 30, 1999
                              ---------------

( )  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

    For the transition period from         to
                                  --------    -------

    Commission File number   1-10304
                          -------------

              AMEXDRUG CORPORATION (formally Harlyn Products Inc.)
       -------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

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

369 South Doheny Dr.,   # 326, Beverly Hills, Ca               90211
-------------------------------------------------      ------------------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code     1-310-855-0475
                                               -----------------------

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

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

         Securities registered pursuant to section 12 (g ) of the Act:
                                      None
           ----------------------------------------------------------
                                (Title of Class)

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $     0
                                                           -----------

State the aggregate  market value of the voting stock held by non  affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such

                                       -1-

<PAGE>



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

At June 30,  1999,  the  aggregate  market value of the voting stock held by non
affiliates  is  undeterminable  and is  considered  to be 0. During the past two
years there has been no trading on any exchange or over the counter.

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

                                 Not applicable

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of June 30, 1999, the registrant had 52,783 shares of common stock issued and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of the form 10- KSB (e.g.,  part I, part II,  etc.) into which the  document  is
incorporated:  (1) Any annual report to security holders; (2) any proxy or other
information statement;  and (3) Any prospectus filed pursuant to rule 424 (b) or
(c) under the Securities Act of 1933: None



                                       -2-

<PAGE>




                                TABLE OF CONTENTS
--------------------------------------------------------------------------------


PART I
------                                                                      Page
                                                                            ----
ITEM 1.   DESCRIPTION OF BUSINESS                                            4

ITEM 2.   DESCRIPTION OF PROPERTIES                                          4

ITEM 3.   LEGAL PROCEEDINGS                                                  5

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                  5


PART II
-------

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


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          5

ITEM 7.   FINANCIAL STATEMENTS                                               7

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                           7


PART III
--------

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT                 7

ITEM 10.  EXECUTIVE COMPENSATION                                             9

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     10

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     10


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                   11

                                       -3-

<PAGE>



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

                         ITEM 1. DESCRIPTION OF BUSINESS

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


History and Organization

The Company was incorporated  under the laws of the state of California on April
30, 1963 with  authorized  common stock of  10,000,000  shares at a par value of
$.10 and 1,000,000  preferred  shares with a par value of $1.00 with the name of
Harlyn Products Inc,.

The Company has been  engaged in the business of selling  jewelry to  department
stores and retail jewelry stores.

On March  21,  1997 the  Company  filed  for  bankruptcy  in the  United  States
Bankruptcy  Court,  Central  District of California in the Los Angeles  Division
under  Chapter 11,  with  Howard M.  Ehrenberg  as  trustee,  and  emerged  from
bankruptcy  on April  24,  2000  under  Chapter  7 with no  remaining  assets or
liabilities.

The bankruptcy  settlement included a name change from "Harlyn Products Inc." to
"Amexdrug  Corporation",  a change in officers, a change in the par value of the
common  shares from $.10 to $.001,  a  cancellation  of the  authorized  and any
outstanding preferred shares, a reverse common stock split of one hundred shares
of  outstanding  stock for one share,  and the issuance of 1,000,000  post split
common shares in exchange for $100,000 which was paid into the bankruptcy court.
The total of the post split  outstanding  shares,  following  completion  of the
terms of the settlement, was 1,052,783.

Amended  articles of  incorporation  completing  the terms of the bankruptcy was
filed by the trustee in the state of California on June 22, 2000.

This report has been  prepared  showing the name "Amedrug  Corporation"  and the
common stock,  after the stock split,  at a par value of $.001,  from inception.
The retained earnings  (deficit) and the capital in excess of par value has been
restated and dated April 25, 2000 with the  statement of  operations to begin on
April 25, 2000. This report has been prepared  showing  financial  statements at
April 24, 2000 assuming that they were the balances at June 30, 1999.

After April 25, 2000 the Company has been in the development stage.

The  Company  intends to take  advantage  of any  reasonable  business  proposal
presented   which   management   believes  will  provide  the  Company  and  its
stockholders  with a viable  business  opportunity.  The board of directors will
make the final approval in determining whether to complete any acquisition,  and
unless required by applicable law, the articles of incorporation or bylaws or by
contract, stockholders' approval will not be sought.

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

                        ITEM 2. DESCRIPTION OF PROPERTIES

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


The Company does not own or lease any real estate properties.

                                       -4-

<PAGE>

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

                            ITEM 3. LEGAL PROCEEDINGS

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

None except for the bankruptcy reported in form 8K filed during September 2000



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

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

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

None



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

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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


During the past two years through June 30, 1999 there has been no trading of the
Company's  capital  stock.  Since its  inception,  the  Company has not paid any
dividends on its common stock,  and the Company does not anticipate that it will
pay  dividends  in the  foreseeable  future.  At June 30,  1999 the  Company had
approximately 198 shareholders.


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

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

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


Overview

The Company was incorporated  under the laws of the state of California on April
30, 1963 with  authorized  common stock of  10,000,000  shares at a par value of
$.10 and 1,000,000  preferred  shares with a par value of $1.00 with the name of
Harlyn Products Inc,.

The Company has been  engaged in the business of selling  jewelry to  department
stores and retail jewelry stores.

On March  21,  1997 the  Company  filed  for  bankruptcy  in the  United  States
Bankruptcy  Court,  Central  District of California in the Los Angeles  Division
under  Chapter 11,  with  Howard M.  Ehrenberg  as  trustee,  and  emerged  from
bankruptcy  on April  24,  2000  under  Chapter  7 with no  remaining  assets or
liabilities.

The bankruptcy  settlement included a name change from "Harlyn Products Inc." to
"Amexdrug  Corporation",  a change in officers, a change in the par value of the
common shares from $.10 to $.001, a cancellation of

                                       -5-

<PAGE>



the  authorized and any  outstanding  preferred  shares,  a reverse common stock
split of one hundred shares of outstanding stock for one share, and the issuance
of 1,000,000  post split common  shares in exchange for $100,000  which was paid
into the  bankruptcy  court.  The total of the post  split  outstanding  shares,
following completion of the terms of the settlement, was 1,052,783.

Amended  articles of  incorporation  completing  the terms of the bankruptcy was
filed by the trustee in the state of California on June 22, 2000.

This report has been  prepared  showing the name "Amedrug  Corporation"  and the
common stock,  after the stock split,  at a par value of $.001,  from inception.
The retained earnings  (deficit) and the capital in excess of par value has been
restated and dated April 25, 2000 with the  statement of  operations to begin on
April 25, 2000. This report has been prepared  showing the financial  statements
at April 24, 2000 assuming that they were the balances at June 30, 1999.

After April 25, 2000 the Company has been in the development stage.

The  Company  intends to take  advantage  of any  reasonable  business  proposal
presented   which   management   believes  will  provide  the  Company  and  its
stockholders  with a viable  business  opportunity.  The board of directors will
make the final approval in determining whether to complete any acquisition,  and
unless required by applicable law, the articles of incorporation or bylaws or by
contract, stockholders' approval will not be sought.

The  investigation  of  specific  business  opportunities  and the  negotiation,
drafting, and execution of relevant agreements,  disclosure documents, and other
instruments  will require  substantial  management  time and  attention and will
require  the  Company to incur  substantial  costs for  payment of  accountants,
attorneys,  and others.  If a decision is made not to participate in or complete
the  acquisition  of a specific  business  opportunity,  the costs incurred in a
related investigation will not be recoverable.  Further, even if an agreement is
reached  for the  participation  in a specific  business  opportunity  by way of
investment or otherwise,  the failure to consummate the  particular  transaction
may result in the loss to the Company of all related costs incurred. In the past
the board of  directors  has approved a  resolution  authorizing  the Company to
issue  shares of its  common  stock as  consideration  for  monies  advanced  or
services rendered on behalf of the Company.

Currently,  management is not able to determine the time or resources  that will
be necessary  to complete  the  participation  in or  acquisition  of any future
business prospect.


Liquidity and Capital Resources

The Company does not have any assets.

Results of Operations

Since the Company  ceased  operations in 1997,  its only  activity,  to date has
involved the investigation and purchase of potential business opportunities.

                                       -6-

<PAGE>


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

                          ITEM 7. FINANCIAL STATEMENTS

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


The financial statements of the Company are included  immediately  following the
signature page to this form.



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

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

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


The Company has had no disagreements  with its certified public accountants with
respect to accounting  practices or procedures of financial disclosure except as
reported in form 8K filed in September 2000.



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

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

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


On June 30, 1999 the Company was in  bankruptcy  and under control of the court.
The following information is given assuming it was effective for June 30, 1999.

The following  table as of April 24, 2000,  includes the name, age, and position
of each  executive  officer and director and the term of office of each director
of the Company.

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

Jack Amin     41       President and Director                 April  2000


Each  director  of the  Company  serves  for a term of one  year and  until  his
successor  is elected  at the  Company's  annual  shareholders'  meeting  and is
qualified,  subject to  removal  by the  Company's  shareholders.  Each  officer
serves,  at the pleasure of the board of  directors,  for a term of one year and
until his  successor is elected at the annual  meeting of the board of directors
and is qualified.

Included  below  is  certain  biographical  information  regarding  each  of the
Company's executive officers and directors.

 Jack Amin

Mr.  Amin holds a Bachelor of science in  Electronic  Engineering  from  Western
State College of Engineering of LA,  California in 1982. Since 1980 Mr. Amin has
been engaged in various capacities,  including sales and management,  within the
pharmaceutical industry. He is currently the President,  Chief Executive Officer
and Director of Allied Med Wholesale drug company, which he founded in 1997.


                                       -7-

<PAGE>



Except as indicated below, to the knowledge of management, during the past year,
no present or former director, executive officer or person nominated to become a
director or an executive officer of the Company:

(1) filed a petition under the federal  bankruptcy laws or any state  insolvency
law, nor had a receiver,  fiscal agent or similar  officer  appointed by a court
for the business or property of such person,  or any partnership in which he was
a general partner at or within two years before the time of such filing;

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

(3) was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily enjoining him from or otherwise limiting, the following activities:

              (i) acting as a futures commission  merchant,  introducing broker,
              commodity trading advisor,  commodity pool operator, floor broker,
              leverage  transaction  merchant,  associated  person of any of the
              foregoing,  or as an investment  advisor,  underwriter,  broker or
              dealer in  securities,  or as an  affiliate  person,  director  or
              employee of any investment  company,  or engaging in or continuing
              any conduct or practice in connection with such activity;

              (ii)  engaging in any type of business practice; or

              (iii) engaging in any activity in connection  with the purchase or
              sale of any  security  or  commodity  or in  connection  with  any
              violation  of  federal  or  state   securities   laws  or  federal
              commodities laws;

(4)  was the  subject  of any  order,  judgment,  or  decree,  not  subsequently
reversed,  suspended,  or vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

(5) was found by a court of competent  jurisdiction  in a civil action or by the
Securities  and  Exchange  Commission  to have  violated  any  federal  or state
securities  law,  and the  judgment  in such  civil  action  or  finding  by the
Securities  and  Exchange   Commission  has  not  been  subsequently   reversed,
suspended, or vacated.

(6) was found by a court of competent  jurisdiction  in a civil action or by the
Commodity  Futures Trading  Commission to have violated any federal  commodities
law, and the judgement in such civil action or finding by the Commodity  Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

                Compliance with Section 16(a) of the Exchange Act

Since the Company ceased operations in 1997, the Company knows of no person, who
at any time  during  the  subsequent  fiscal  years,  was a  director,  officer,
beneficial  owner of more than ten percent of any class of equity  securities of
the  registrant  registered  pursuant to Section 12 ("Reporting  Person"),  that
failed to file on a timely basis any reports  required to be furnished  pursuant
to  Section  16 (a).  Based  upon a  review  of Forms 3 and 4  furnished  to the
registrant  under Rule 16a-3(d)  during its most recent fiscal year,  other than
disclosed below, the registrant knows of no Reporting Person that failed to file
the required reports during the most recent fiscal year or prior years.


                                       -8-

<PAGE>



The following table as of April 24, 2000, includes the name and position of each
Reporting  Person  that failed to file on a timely  basis any  reports  required
pursuant to Section 16(a) during the most recent fiscal year or prior years.


Name                      Position                            Report to be Filed
----                      --------                            ------------------

Jack Amin                 President and Director              Form 3


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

                         ITEM 10. EXECUTIVE COMPENSATION

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


Cash Compensation

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal year ended June 30, 1999.

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table

None.

Other Compensation

None

Compensation of Directors

None.

Termination of Employment and Change of Control Arrangement

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received from the Company, with respect to any person named in Cash Compensation
set out above  which  would in any way  result in  payments  to any such  person
because of his resignation,  retirement,  or other  termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company,  or a change in the person's  responsibilities  following a changing in
control of the Company.

                                       -9-

<PAGE>




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

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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


On June 30, 1999 the Company was in  bankruptcy  and under control of the court.
The following information is given assuming it was effective for June 30, 1999.

The following table as of April 24, 2000,  includes the name and address and the
number of shares of the Company's Common Stock, par value $0.001 per share, held
of record or beneficially by each person who held of record, or was known by the
Company  to  own  beneficially,  more  than  5%  of  the  1,052,783  issued  and
outstanding  shares  of the  Company's  Common  Stock,  and the name  and  share
holdings of each director and of all officers and directors as a group.

                             Nature of            Number of
Name of Person or Group      Ownership (1)        Shares Owned         Percent
-----------------------      --------------       ------------         -------

Officers and Directors and
  Principal Shareholders:

        Jack Amin             Direct                 1,000,000           95%


All Officers and Directors
  as a Group (1 persons)      Direct                 1,000,000           95%

(1)  All shares owned directly are owned  beneficially  and of record,  and such
     shareholder  has sole voting,  investment,  and dispositive  power,  unless
     otherwise noted.

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

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


Transactions with Management and Others

Except as indicated below, and for the periods indicated, there were no material
transactions,  or series of similar  transactions,  since the  beginning  of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar  transactions,  to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any  security  holder  who  is  known  by the  Company  to own of  record  or
beneficially  more than 5% of any class of the Company's  common  stock,  or any
member of the immediate family of any of the foregoing persons, has an interest.

services  rendered  and  reimbursement  of  expenses  incurred  on behalf of the
Company due to the  Company's  reduced  operational  status and lack of funds to
cover such expenses.


                                      -10-

<PAGE>



Indebtedness of Management

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a party,  in which the amount  involved  exceeds  $60,000 and in which any
director  or  executive  officer,  or any  security  holder  who is known to the
Company  to own of  record  or  beneficially  more  than 5% of any  class of the
Company's  common  stock,  or any member of the  immediate  family of any of the
foregoing persons, has an interest.

Transactions with Promoters

The  Company  was  organized  more than five  years ago  therefore  transactions
between the Company and its promoters or founders are not deemed to be material.

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

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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


(a) (1) Financial Statements. The following financial statements are included in
        this report:

Title of Document                                                          Page

Unaudited financial statements - prepared by management                     13

Balance Sheet as of June 30, 1999                                           14

Statement of Operations for year ended June 30, 1999                        15

Statement of Stockholders' Equity for the year ended June 30, 1999          16

Statement of Cash Flows for the year ended June 30, 1999                    17


Notes to Financial Statements                                               19




(a)(2)  Financial  Statement   Schedules.   The  following  financial  statement
        schedules are included as part of this report: None

(a)(3)  Exhibits.
None

                                      -11-

<PAGE>


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

                                   SIGNATURES

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


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has been  signed  below by  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:







                                                AMEXDRUG CORPORATION
                                               (formally Harlyn Productrs Inc.)

                                               /s/ Jack Amin
                                               ------------------------------
                                               Jack Amin - President & CFO

Date: May 21, 2001










                                      -12-

<PAGE>



                         UNAUDITED FINANCIAL STATEMENTS




The  accompanying  balance  sheet of  Amexdrug  Corporation  (development  stage
company) at June 30, 1999, and the related  statements of operations,  statement
of stockholders' equity, and the statement of cash flows for the year ended June
30, 1999,  have been  prepared by the Company's  management  in conformity  with
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments  considered  necessary  for a fair  presentation  of the  results of
operations  and financial  position have been included and all such  adjustments
are of a normal recurring nature.

On March  21,  1997 the  Company  filed  for  bankruptcy  in the  United  States
Bankruptcy  Court,  Central  District of California in the Los Angeles  Division
under  Chapter 11,  with  Howard M.  Ehrenberg  as  trustee,  and  emerged  from
bankruptcy  on April  24,  2000  under  Chapter  7 with no  remaining  assets or
liabilities.

This report has been  prepared  showing  financial  statements at April 24, 2000
assuming that they were the balances at June 30, 1999.












                                      -13-

<PAGE>





                              AMEXDRUG CORPORATION
                           (development stage company)
                                  BALANCE SHEET
                                  June 30, 1999
--------------------------------------------------------------------------------



ASSETS

CURRENT ASSETS

   Cash                                                               $     -
                                                                       ---------

       Total Current Assets                                           $     -
                                                                       =========

LIABILITIES AND STOCKHOLDERS'
   EQUITY

CURRENT LIABILITIES

   Accounts payable                                                    $     -
                                                                        --------

       Total Current Liabilities                                             -
                                                                        --------

STOCKHOLDERS' EQUITY

   Common stock
       10,000,000 shares authorized, at $0.001 par value,
       52,783  shares issued and outstanding                                 53

   Capital in excess of par value - dated April 25, 2000 - Note 1           (53)

    Deficit - dated April 25, 2000 - Note 1                                  -
                                                                       ---------

       Total Stockholders' Equity                                            -
                                                                       ---------


                                                                      $      -
                                                                       =========


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




                                      -14-

<PAGE>



                              AMEXDRUG CORPORATION
                           (development stage company)
                             STATEMENT OF OPERATIONS
                        For the Year Ended June 30, 1999

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






REVENUES                                                                 $  --

EXPENSES                                                                    --
                                                                         -------

NET LOSS                                                                 $  --
                                                                         =======

NET LOSS PER COMMON
   SHARE

       Basic                                                             $  --
                                                                         -------



AVERAGE OUTSTANDING
    SHARES

        Basic                                                             52,783
                                                                         -------










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




                                      -15-

<PAGE>




                              AMEXDRUG CORPORATION
                           (development stage company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        For the Year Ended June 30, 1999
--------------------------------------------------------------------------------



                                                   (Dated April 25, 2000)
                                                   ----------------------
                           Common Stock         Capital in
                         ----------------       Excess of       Accumulated
                         Shares    Amount       Par Value         Deficit
                         ------    ------       ---------       ------------




Balance June  30, 1999   52,783    $   53        $   (53)       $      -
                         ======    ======        ========       ===========







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



                                      -16-

<PAGE>



                              AMEXDRUG CORPORATION
                           (development stage company)
                             STATEMENT OF CASH FLOWS
                        For the Year Ended June 30, 1999
--------------------------------------------------------------------------------




CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                                        $     -

   Adjustments to reconcile net loss to
       net cash provided by operating
       activities



          Net Cash From Operations                                        -
                                                                    --------

CASH FLOWS FROM INVESTING
   ACTIVITIES                                                             -
                                                                    ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES
                                                                          -
                                                                     --------

   Net Increase (Decrease) in Cash                                        -

   Cash at Beginning of Period                                            -
                                                                     --------

   Cash at End of Period                                            $     -
                                                                     ========










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

                                      -17-

<PAGE>



                              AMEXDRUG CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.     ORGANIZATION

The Company was incorporated  under the laws of the state of California on April
30, 1963 with  authorized  common stock of  10,000,000  shares at a par value of
$.10 and 1,000,000  preferred  shares with a par value of $1.00 with the name of
Harlyn Products Inc,.

The Company has been  engaged in the business of selling  jewelry to  department
stores and retail jewelry stores.

On March  21,  1997 the  Company  filed  for  bankruptcy  in the  United  States
Bankruptcy  Court,  Central  District of California in the Los Angeles  Division
under  Chapter 11,  with  Howard M.  Ehrenberg  as  trustee,  and  emerged  from
bankruptcy  on April  24,  2000  under  Chapter  7 with no  remaining  assets or
liabilities.

The bankruptcy  settlement included a name change from "Harlyn Products Inc." to
"Amexdrug  Corporation",  a change in officers, a change in the par value of the
common  shares from $.10 to $.001,  a  cancellation  of the  authorized  and any
outstanding preferred shares, a reverse common stock split of one hundred shares
of  outstanding  stock for one share,  and the issuance of 1,000,000  post split
common shares in exchange for $100,000 which was paid into the bankruptcy court.
The total of the post split  outstanding  shares,  following  completion  of the
terms of the  settlement,  was  1,052,783.  Amended  articles  of  incorporation
completing  the terms of the bankruptcy was filed by the trustee in the state of
Nevada on June 22, 2000.

This report has been  prepared  showing the name "Amedrug  Corporation"  and the
common stock,  after the stock split,  at a par value of $.001,  from inception.
The retained earnings  (deficit) and the capital in excess of par value has been
restated and dated April 25, 2000 with the  statement of  operations to begin on
April 25,  2000.This report has been prepared  showing  financial  statements at
April 24, 2000 assuming that they were the balances at June 30, 1999.

After April 25, 2000 the Company has been in the development stage.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.


                                      -18-

<PAGE>

                              AMEXDRUG CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

For the year ended June 30, 1999 the Company did not have a net  operating  loss
carry forward.  The pre-  bankruptcy net operating  losses are not available for
carryover because there are no assets and there has been a substantial change in
its stockholders.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes  antidilutive
and then only the basic per share amounts are shown in the report.

Financial Instruments
---------------------

The carrying amounts of financial instruments are considered by management to be
their estimated fair values.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

Comprehensive Income
--------------------

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.


                                      -19-

<PAGE>

                              AMEXDRUG CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  GOING CONCERN

The  Company  intends to acquire  interests  in various  business  opportunities
which,  in the  opinion  of  management,  will  provide a profit to the  Company
however the Company does not have the working  capital to be  successful in this
effort.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity funding which will enable the Company to operate for the coming year.

4.  RELATED PARTY TRANSACTIONS

On the emergence from bankruptcy related parties acquired 95% of the outstanding
common capital stock



                                      -20-