SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) April 25, 2000
AMEXDRUG CORPORATION
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Exact name of registrant as specified in its charter
California 0-7473 95-2251025
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(State or other jurisdiction of Commission (IRS Employer
Incorporation or organization) File Number Identification No.)
369 South Doheny Dr. Suite 326,
Beverly Hills, Ca 90211
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(Address of Principal Executive Offices) (Zip Code)
310-855-0475
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Registrant's Telephone Number, including Area Code:
Harlyn Products, Inc., 1515 South Main St., Los Angeles, Ca
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(Former name, former address, and former fiscal year, if changed since last
report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The Company has had a change in control in which Mr. Jack Amin (address as shown
on page one) received 1,000,000 post split common shares representing 95% of the
post split outstanding stock. Mr. Amin received the stock as part of the terms
of a bankruptcy outlined in Item 3. The terms of the acquisition of the stock
included the payment of $100,000 into the bankruptcy court which was paid from
Mr. Amin's personal assets.
ITEM 3. BANKRUPTCY
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 25, 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.
On April 25, 2000, the date on which Bankruptcy Court approved the
aforementioned transaction, the Company had no assets nor any liabilities.
Amended and restated articles of incorporation completing the terms of the
bankruptcy was filed by the trustee in the state of California on June 22, 2000.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 2, 2000, the Company engaged the services of Andersen
Andersen & Strong LC as its auditors to audit its financial statements. The
Company had no auditors during the period that the Company was in bankrupcty
proceedings.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
As of the last published and filed report of the Company prior to the bankruptcy
proceedings, the board of directors consisted of Harold Weisbrod, Edward
Dudziak, and Barbara Rodriguez. As a part of the April 25, 2000 transaction
which removed the Company from the bankruptcy proceedings, Mr. Jack Amin was
appointed as sole director of the Company. Mr. Amin also assumed the positions
of President, Secretary, and Treasurer of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Find attached the following financial statements and exhibits:
1. Audited financial statements as of April 25, 2000.
2. Transcript of Certificate of Amendment and Restatement of Articles of
incorporation of Harlyn Products, Inc. fIled July 22, 2000.
3. Order Re Motion to Approve Sale of Property of the Estate Entered by the
United States Bankruptcy Court, Central District of California, Los Angeles
Division on April 25, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Amexdrug Corporation
(Registrant)
Date: September 26, 2000 S/ Jack Amin
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Jack Amin, President
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
<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
Email KAndersen @msn.com
Board of Directors
Amexdrug Corporation
Beverly Hills, California
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Amexdrug Corporation at April
25, 2000, and the statement of operations, and the stockholders' equity for the
ten months ended April 25, 2000. 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 April
25, 2000 and the results of operations for the ten months ended April 25, 2000,
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.
Andersen Andersen & Strong
Salt Lake City, Utah
August 23, 2000
<PAGE>
AMEXDRUG CORPORATION
BALANCE SHEET
April 25, 2000
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ASSETS
CURRENT ASSETS
Cash $ -
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Total Current Assets $ -
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LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable $ -
-----------
Total Current Liabilities -
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STOCKHOLDERS' EQUITY
Common stock
10,000,000 shares authorized, at $0.001 par value,
1,052,783 shares issued and outstanding 1,053
Capital in excess of par value - dated April 25, 2000 - Note 1 (1,053)
Retained earnings - dated April 25, 2000 - Note 1 -
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Total Stockholders' Equity -
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$ -
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The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEXDRUG CORPORATION
STATEMENT OF OPERATIONS
For the Ten Months Ended April 25, 2000
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Dated
April 25 2000
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SALES $ -
COST OF SALES -
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Gross Profit -
EXPENSES -
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NET LOSS $ -
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NET LOSS PER COMMON
SHARE
Basic $ -
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AVERAGE OUTSTANDING
SHARES
Basic 1,052,783
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The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
AMEXDRUG CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period July 1, 1999 to April 25, 2000
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(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 -
April 25, 2000 - Note 1 1,000,000 1,000 (1,000) -
Net operating loss for the ten months ended
April 25, 2000 - Note 1 - - - -
Balance April 25, 2000 1,052,783 $ 1,053 $ (1,053) $ -
========= ========= ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEXDRUG CORPORATION
STATEMENT OF CASH FLOWS
For the Ten Months Ended April 25, 2000
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Dated
April 25, 2000
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CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ -
Adjustments to reconcile net loss to
net cash provided by operating
activities
Net Cash From Operations -
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CASH FLOWS FROM INVESTING
ACTIVITIES -
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CASH FLOWS FROM FINANCING
ACTIVITIES
Net Increase (Decrease) in Cash -
Cash at Beginning of Period -
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Cash at End of Period $ -
=========
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMEXDRUG CORPORATION
NOTES TO FINANCIAL STATEMENTS
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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 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
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The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
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The Company has not yet adopted a policy regarding payment of dividends.
<PAGE>
AMEXDRUG CORPORATION
NOTES TO FINANCIAL STATEMENTS
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
------------
On April 25, 2000, the Company had pre-bankruptcy net operating losses carry
forward however 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.
Earnings (Loss) Per Share
-------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.
Financial Instruments
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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
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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.
<PAGE>
AMEXDRUG CORPORATION
NOTES TO FINANCIAL STATEMENTS
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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
