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, 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>

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

                    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 years ended June 30, 1999 and June 30, 1998      15

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

Statement of Cash Flows for the years ended June 30, 1999 and June 30, 1998  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



<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 years ended
June 30, 1999 and June 30, 1998, 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 Years Ended June 30, 1999 and 1998

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



                                                        Jun 30,          Jun 30,
                                                          1999            1998
                                                        -------          -------

REVENUES                                                $  --            $  --

EXPENSES                                                   --               --
                                                        -------          -------


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

NET LOSS PER COMMON
   SHARE

       Basic                                            $  --            $  --
                                                        -------          -------

AVERAGE OUTSTANDING  SHARES

        Basic                                            52,783           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, 1999

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




                                                                      (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 and 1998          52,783       $   53       $  (53)           $    -
                                         ======       ======       =======            =======







</TABLE>







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



                                      -16-

<PAGE>


                              AMEXDRUG CORPORATION
                           (development stage company)
                             STATEMENT OF CASH FLOWS
                   For the Years Ended June 30, 1999 and 1998

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



                                                          Jun 30,       Jun 30,
                                                           1999           1998
                                                          -------       --------
 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-