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, 2001
                                ---------------------------

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

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

     Commission File number      0-7473
                            -------------------

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


        California                                            95-2251025
-------------------------------                          --------------------
State or other jurisdiction of                        (I.R.S. Employer I.D. No.)
incorporation  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,  2001,  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, 2001, 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



                                       -2-

<PAGE>




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



                                                                            Page
                                                                            ----
PART I
------

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.

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

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


                                       -4-

<PAGE>



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

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

                            ITEM 3. LEGAL PROCEEDINGS

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


None except for bankrupcty 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, 2000 there has been no trading of the
Company's  capital stock. On April 24, 2000 the Company issued  1,000,000 common
shares of its capital stock in connection  with the  bankruptcy  reported in the
form 8K filed in September 2000.  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, 2001 the Company had
approximately 151 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 the  authorized  and any
outstanding preferred shares, a reverse common stock split of one hundred shares
of

                                       -5-

<PAGE>



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.

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 the assets to satisfy its liabilities

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

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


The following table as of June 30, 2001, 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       42      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.

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:


                                       -7-

<PAGE>



(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

                                       -8-

<PAGE>



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.

The following table as of June 30, 2001,  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, 2001.

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


                                       -9-

<PAGE>



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.

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

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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


The following  table as of June 30, 2001,  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

                                      -10-

<PAGE>



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.

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:
<TABLE>
<CAPTION>

Title of Document                                                                    Page
-----------------                                                                    ----
<S>                                                                                 <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants                   13

Balance Sheet as of June 30, 2001                                                     14

Statements of Operations for years ended June 30, 2001 and June 30, 2000 and the
     period April 25, 2000 to June 30, 2001                                           15

Statements of Stockholders' Equity for the two years ended June 30, 2001              16

Statements of Cash Flows for the years ended June 30, 2001 and June 30, 2000
   and the period April 25, 2000 to June 30, 2001                                     17

Notes to Financial Statements                                                         19

</TABLE>


                                      -11-

<PAGE>



(a)(2)  Financial  Statement   Schedules.   The  following  financial  statement
schedules are included as part of this report:

None

(a)(3)  Exhibits.

None

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

                                   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


Date:  7/20/2001            By  /s/ Jack Amin
                                -----------------------------------------------
                                Jack Amin, President and Director













                                      -12-

<PAGE>



ANDERSEN ANDERSEN & STRONG, L.C.
--------------------------------
Certified Public Accountants and Business Consultants

Member SEC Practice Section of the AICPA          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, 2001, and the statement of operations,
and the stockholders'  equity for the years ended June 30, 2001 and 2000 and the
period April 25, 2000 (date of inception of development stage) to June 30, 2001.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  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,  2001 and the  results of  operations  for the years ended June 30, 2001 and
2000  and the  period  April  25,  2000 to June 30,  2001,  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
 July 25, 2001                                s/ Andersen Andersen and Strong LC

                                      -13-

<PAGE>



                              AMEXDRUG CORPORATION
                           (development stage company)
                                  BALANCE SHEET
                                  June 30, 2001

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



ASSETS

CURRENT ASSETS

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable - related party                                  $   11,247
                                                                     -----------

       Total Current Liabilities                                         11,247
                                                                     -----------

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                             (11,247)
                                                                     -----------

       Total Stockholders' Deficiency                                   (11,247)
                                                                     -----------

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


   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, 2001 and 2000 and the Period
     April 25, 2000 (date of inception of development stage) to June 30, 200

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



                                  Jun 30,            Jun 30,        Apr  25, to
                                   2001               2000         Jun 30, 2001
                                -----------       -----------      ------------

REVENUES                        $      --         $      --         $      --

EXPENSES                              4,397             6,850            11,247
                                -----------       -----------       -----------

NET LOSS                        $    (4,397)      $    (6,850)      $   (11,247)
                                ===========       ===========       ===========

NET LOSS PER COMMON
   SHARE

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



AVERAGE OUTSTANDING
    SHARES

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










   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 Period June 30, 1999 to June 30, 2001

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



                                                                                    (Dated  April 25, 2000)
                                                                                Capital in
                                                         Common Stock           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 paid into
   bankruptsy court - 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)

Net operating loss for the year ended
    June 30, 2001 - Note 1                                  -           -                -          (4,397)


Balance June 30, 2001                                1,052,783    $ 1,053        $ (1,053)       $ (11,247)
                                                     =========     ======          =======        =========









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






                                                     -16-
</TABLE>

<PAGE>



                              AMEXDRUG CORPORATION
                           (development stage company)
                             STATEMENT OF CASH FLOWS
       For the Years Ended June 30, 2001 and June 30, 2000 and the Period
    April 25, 2000 (date of inception of development stage) to June 30, 2001

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

                                                Jun 30,    Jun 30,   Apr 25, to
                                                 2001       2000    Jun 30, 2001
                                               --------    -------- ------------

CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                    $ (4,397)   $ (6,850)   $(11,247)

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

            Change in accounts payable            4,397       6,850      11,247


          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 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.

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, 2001 the Company had a post-bankruptcy net operating
loss carry  forward of  $11,247.  The tax  benefit of $3,374 from the loss carry
forward  has been fully  offset by a  valuation  reserve  because the use of the
future tax benefit is doubtful  since the  Company has no  operations.  The loss
carryforward will expire in 2021.

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.

Related parties have advanced $11,247 to the Company for operating expenses.




                                      -20-