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


                                  FORM 10-KSB/A
                               (Amendment No. 1)


(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, 2000
                                 ---------------------------

(  )   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)



                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


<PAGE>



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

At June 30, 2000, 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, 2000, the registrant had 1,052,783 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





<PAGE>


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

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

Report of Andersen, Andersen & Strong, Certified Public Accountants          13

Balance Sheet as of June 30, 2000                                            14


Statements of Operations for years ended June 30, 2000 and June 30, 1999     15


Statements of Stockholders' Equity for the year ended June 30, 2000          16

Statements of Cash Flows for the year ended June 30, 2000 and 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  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.




                                                     AMEXDRUG CORPORATION


Date: September 29, 2000                   By   /s/ Jack Amin
                                              ----------------------------------
                                               Jack Amin
                                               President, Secretary,
                                               Treasurer  and  Director


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


                                                     AMEXDRUG CORPORATION


Date: September 29, 2000                   By  /s/ Jack Amin
                                              ----------------------------------
                                               Jack Amin,
                                               President, Secretary
                                               Treasurer and Director






                                      -12-

<PAGE>




ANDERSEN ANDERSEN & STRONG, L.C.
Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA
A member of ACF International with affiliated offices worldwide.

                                                  941 East 3300 South, Suite 202
                                                      Salt Lake City, utah 84106
                                                          Telephone 801-486-0096
                                                                Fax 801-486-0098




Board of Directors
Amexdrug Corporation
Beverly  Hills,  California

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the  accompanying   balance  sheet  of  Amexdrug  Corporation
(development  stage  company) at June 20, 2000, and the statement of operations,
and the  stockholders'  equity for the years ended June 30, 2000 and 1999. 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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 over all financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Amexdrug  Corporation at June
30,  2000 and the  results of  operations  for the years ended June 30, 2000 and
1999, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company will need working capital
for any planned  activity,  which raises  substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
described in Note 3 . These financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.



Salt Lake City, Utah
September 29, 2000                              s/ Andersen Andersen and Strong




                                      -13-




<PAGE>



                              AMEXDRUG CORPORATION
                           (development stage company)
                                  BALANCE SHEET
                                  June 30, 2000

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



ASSETS

CURRENT ASSETS

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

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

LIABILITIES AND STOCKHOLDERS'
   EQUITY

CURRENT LIABILITIES

   Accounts payable                                                  $    6,850
                                                                      ----------

       Total Current Liabilities                                          6,850
                                                                      ----------

STOCKHOLDERS' EQUITY

   Common stock
       10,000,000 shares authorized, at $0.001 par value,
       1,052,783  shares issued and outstanding                           1,053

   Capital in excess of par value - dated April 25, 2000 - Note 1        (1,053)

    Deficit - dated April 25, 2000 - Note 1                              (6,850)
                                                                      ----------

       Total Stockholders' Deficiency                                    (6,850)
                                                                      ----------


                                                                     $      -
                                                                      ==========


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



                                      -14-

<PAGE>




                              AMEXDRUG CORPORATION
                           (development stage company)
                             STATEMENT OF OPERATIONS
                   For the Years Ended June 30, 2000 and 1999

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



                                                  Jun 30,               Jun 30,
                                                   2000                  1999
                                                -----------          -----------

REVENUES                                        $      --            $      --

EXPENSES                                              6,850                 --
                                                -----------          -----------

NET LOSS                                        $    (6,850)         $      --
                                                ===========          ===========

NET LOSS PER COMMON
   SHARE

       Basic                                    $      (.01)         $      --
                                                -----------          -----------



AVERAGE OUTSTANDING
    SHARES

        Basic                                     1,052,783               52,783
                                                -----------          -----------











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




                                      -15-

<PAGE>
<TABLE>
<CAPTION>





                                            AMEXDRUG CORPORATION
                                          (development stage company)
                                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                        For the Year Ended June 30, 2000

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



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


Balance June  30, 1999                                  49,106            49             (49)              -


Provision for additional common shares
   resulting from reverse stock split -
   April  25, 2000 - Note 1                              3,677             4              (4)              -

Issuance of common shares for cash -
   April 25, 2000 - Note 1                           1,000,000         1,000          (1,000)              -
                                                     ---------      --------        ---------        ---------

Net operating loss for the year ended
    June 30, 2000 - Note 1                                  -              -                -         (6,850)


Balance June 30, 2000                                1,052,783      $  1,053        $ (1,053)        $ (6,850)
                                                     =========      ========        =========         ========









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




</TABLE>



                                      -16-

<PAGE>






                              AMEXDRUG CORPORATION
                           (development stage company)
                             STATEMENT OF CASH FLOWS


               For the Year Ended June 30, 2000 and June 30, 1999

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


                                                          Jun 30,       Jun 30,
                                                           2000           1999
                                                          -------       --------

CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                               $(6,850)      $   --

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

            Change in accounts payable                      6,850           --


          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.

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.

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

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


                                      -18-

<PAGE>


                              AMEXDRUG CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

For the year ended June 30,  2000 the  Company  had a net  operating  loss carry
forward of $6,850 and  pre-bankruptcy net operating losses. The tax benefit from
the carry forwards have been fully offset by a valuation reserve because the use
of the future tax benefit is doubtful  since the Company has no  operations  and
there has been a substantial  change in its stockholders  which would effect the
loss prior to April 25, 2000.

Earnings (Loss) Per Share
-------------------------

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding.

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

The carrying amounts of financial  instruments,  including accounts payable, 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.

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.




                                      -19-

<PAGE>

                              AMEXDRUG CORPORATION
                          NOTES TO 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

Related parties have acquired 95% of the outstanding common capital stock

                                      -20-