AXRX AmexDrug Corporation (CE)

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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission file number 0-7473

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

 7251 Condor Street
 Commerce, California 90040
 --------------------------
 (Address of principal executive offices) (Zip code)

Registrant's telephone number: (323) 725-3100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of May 10, 2011, there were 8,457,309 shares of the issuer's common stock issued and outstanding, and an additional 13,172 shares held as treasury shares.

AMEXDRUG CORPORATION
FORM 10-Q

TABLE OF CONTENTS

 PART I - FINANCIAL INFORMATION

 Page
 ----
Item 1. Financial Statements (Unaudited)...................................3

 Consolidated Balance Sheets -- As of March 31, 2011
 (Unaudited) and December 31, 2010 (Audited)......................5

 Consolidated Statements of Operations for the Three Months
 Ended March 31, 2011 and 2010 (Unaudited)........................6

 Consolidated Statements of Cash Flows for the Three Months
 Ended March 31, 2011 and 2010 (Unaudited)........................7

 Notes to Consolidated Financial Statements (Unaudited).............8

Item 2. Management's Discussion and Analysis of Financial Condition
 and Results of Operations........................................10

Item 3. Quantitative and Qualitative Disclosures About Market Risk.........14

Item 4. Controls and Procedures............................................14


 PART II - OTHER INFORMATION

Item 1. Legal Proceedings..................................................14

Item 1A. Risk Factors.......................................................15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........15

Item 3. Defaults Upon Senior Securities....................................15

Item 4. (Removed and Reserved)............................................15

Item 5. Other Information.................................................15

Item 6. Exhibits..........................................................15

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The consolidated balance sheets of Amexdrug Corporation, a Nevada corporation, and subsidiaries as of March 31, 2011 (unaudited) and December 31, 2010 (audited), the related unaudited consolidated statements of operations for the three month periods ended March 31, 2011 and March 31, 2010, the related unaudited consolidated statements of cash flows for the three month periods ended March 31, 2011 and March 31, 2010 and the notes to the unaudited consolidated financial statements follow. The consolidated financial statements have been prepared by Amexdrug's management, and are condensed; therefore they do not include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations and cash flows, in conformity with accounting principles generally accepted in the United States of America, and should be read in conjunction with the annual consolidated financial statements included in Amexdrug's annual report on Form 10-K for the year ended December 31, 2010.

The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results of operations and financial position of Amexdrug Corporation consolidated with BioRx Pharmaceuticals, Inc., Allied Med, Inc. and Dermagen, Inc., its wholly owned subsidiaries, and all such adjustments are of a normal recurring nature. The names "Amexdrug", "we", "our" and "us" used in this report refer to Amexdrug Corporation.

Operating results for the quarter ended March 31, 2011, are not necessarily indicative of the results that can be expected for the year ending December 31, 2011.

Amexdrug Corporation and Subsidiaries

index to financial statements

 Page
 ----

Consolidated Balance Sheets - March 31, 2011 (Unaudited)
 and December 31, 2010 (Audited)...........................................5

Consolidated Statements of Operations (Unaudited) for the
 Three Months Ended March 31, 2011 and 2010...............................6

Consolidated Statements of Cash Flows (Unaudited) for the
 Three Months Ended March 31, 2011 and 2010...............................7

Notes to Consolidated Financial Statements..................................8

AMEXDRUG CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 March 31, December 31,
 2011 2010
 -------------- ---------------
 (Unaudited)
 Assets

Current Assets
 Cash and cash equivalents $ 257,925 $ 443,703
 Investment 6,568 7,649
 Accounts receivable, net of allowance
 of $37,000 and 37,000, respectively 623,222 473,983
 Prepaid expenses 6,875 8,079
 Inventory, net of allowance of $33,613
 and 33,613, respectively 409,379 304,186
 Deferred tax asset 43,970 53,140
 Advances officer 4,950 3,918
 -------------- ---------------

 Total Current Assets 1,352,889 1,294,658
 -------------- ---------------

Property and Equipment, at cost
 Office and computer equipment 197,295 197,295
 Leasehold improvements 15,700 15,700
 -------------- ---------------
 212,995 212,995
 Less accumulated depreciation (200,280) (199,364)
 -------------- ---------------

 Net Property and Equipment 12,715 13,631
 -------------- ---------------

Other Assets
 Other deposits 28,212 14,462
 Intangibles
 Customer base, net of accumulated
 amortization of $18,259 - -
 Trademark, net of accumulated
 amortization of $670 and $629,
 respectively 980 1,021
 Goodwill 17,765 17,765
 -------------- ---------------

 Total Other Assets 46,957 33,248
 -------------- ---------------
 Total Assets $ 1,412,561 $ 1,341,537
 ============== ===============

 Liabilities and Shareholders' Equity

Current Liabilities:
 Accounts payable $ 465,780 $ 534,337
 Accrued liabilities 16,200 29,776
 Corporate tax payable 162,615 108,304
 Notes payable related parties 108,023 108,023
 Business lines 245,932 310,590
 -------------- ---------------

 Total Current Liabilities 998,550 1,091,030
 -------------- ---------------

Shareholders' Equity
 Common stock, $0.0001 par value;
 50,000,000 authorized common shares
 8,470,481 shares issued and outstanding 8,471 8,471
 Additional paid in capital 83,345 83,345
 Treasury stock (12,048) (11,441)
 Retained earnings 334,243 170,132
 -------------- ---------------

 Total Shareholders' Equity 414,011 250,507
 -------------- ---------------

 Total Liabilities and
 Shareholders' Equity $ 1,412,561 $ 1,341,537
 ============== ===============

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

AMEXDRUG CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 Three Months Ended
 March 31, March 31,
 2011 2010
 -------------- ---------------

Sales $ 2,840,717 $ 2,749,686

Cost of Goods Sold 2,409,415 2,515,851
 -------------- ---------------

Gross Profit 431,302 233,835
 -------------- ---------------

Operating Expenses
 Selling, general and administrative expense 150,632 127,249
 -------------- ---------------

 Total Operating Expenses 150,632 127,249
 -------------- ---------------

Income before depreciation expense 280,670 106,586

 Depreciation and amortization expense 958 1,600
 -------------- ---------------

Income before Other Income/(Expenses) 279,712 104,986
 -------------- ---------------

Other Income/(Expenses)
 Interest income - -
 Penalty (221) -
 Unrealized gain/(loss) (474) 330
 Interest expense (6,426) (6,279)
 -------------- ---------------

 Total Other Income/(Expenses) (7,121) (5,949)
 -------------- ---------------

Income/(Loss) before Provision for Income Taxes 272,591 99,037

Income tax benefit/(expense) (108,480) (22,828)
 -------------- ---------------

Net Income $ 164,111 $ 76,209
 ============== ===============

BASIC AND DILUTED INCOME/(LOSS) PER SHARE $ 0.02 $ 0.01
 ============== ===============

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
 BASIC AND DILUTED 8,470,481 8,470,481
 ============== ===============

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

AMEXDRUG CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 Three Months Ended
 March 31, March 31,
 2011 2010
 -------------- ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income $ 164,111 $ 76,209
 Adjustment to reconcile net income to
 net cash used in operating activities
 Depreciation and amortization 958 1,600
 Unrealized loss (gain) on investment 474 (330)
 Change in Assets and Liabilities
 (Increase) Decrease in:
 Accounts receivable (149,239) (80,947)
 Inventory (105,192) (46,139)
 Prepaid expenses 1,204 -
 Deferred tax asset 9,170 (13,655)
 Other assets (13,750) (2,304)
 Increase (Decrease) in:
 Accounts payable and accrued liabilities (82,135) 13,773
 Corporate income tax payable 54,311 34,883
 -------------- ---------------

 NET CASH USED IN
 OPERATING ACTIVITIES (120,088) (16,910)
 -------------- ---------------

Net CASH FLOWS USED IN INVESTING ACTIVITIES:
 Proceeds (payments) from investments 607 (1,094)
 Purchase of fixed assets - (826)
 -------------- ---------------

 NET CASH PROVIDED (USED) IN
 INVESTING ACTIVITIES 607 (1,920)
 -------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Advances to officer (1,032) (33)
 Purchase of treasury stock (607) (405)
 Proceeds (Payments) from credit line (64,658) 24,721
 -------------- ---------------

 NET CASH (USED) PROVIDED
 BY FINANCING ACTIVITIES (66,297) 24,283
 -------------- ---------------

 NET INCREASE (DECREASE) IN CASH (185,778) 5,453


CASH, BEGINNING OF PERIOD 443,703 121,182
 -------------- ---------------

CASH, END OF PERIOD $ 257,925 $ 126,635
 ============== ===============

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION
 Interest paid $ 2,819 $ 4,118
 ============== ===============
 Income taxes $ 45,000 $ 800
 ============== ===============

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

AMEXDRUG CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS-UNAUDITED
MARCH 31, 2011

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2010.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of AmexDrug Corporation is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Income per Share Calculations
Income per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company's diluted income per share is the same as the basic income per share for the three month period ended March 31, 2011, because there are no outstanding dilutive instruments.

3. CAPITAL STOCK

During the three month period ended March 31, 2011, the Company issued no shares of common stock.

4. INCOME TAXES

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2007.

The Company accounts for uncertainty in tax positions by recognition in the financial statements.

The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

AMEXDRUG CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS-UNAUDITED
MARCH 31, 2011

5. BUSINESS SEGMENT INFORMATION

Beginning in 2005, the Company has operations in two segments of its business, namely: Distribution and Health and Beauty Products. Distribution consists of the wholesale pharmaceutical distribution and resale of brand and generic pharmaceutical products, over-the-counter drugs and non-drug products and health and beauty products. Health and Beauty Products consist of the manufacture and distribution of primarily health and beauty products.

The following tables describe information regarding the operations and assets of these reportable business segments:

 Health and
 Beauty
 Distributions Products Total
 ============== ============== ===============
For the period ended March 31,
 2011
 Sales to external customers $ 2,446,688 $ 394,029 $ 2,840,717
 Depreciation and amortization 797 161 958
 Segment income (loss) before
 taxes 118,498 154,094 272,592
 Segment assets 756,986 655,574 1,412,560


For the period ended March 31,
 2010
 Sales to external customers $ 2,526,591 $ 223,095 $ 2,749,686
 Depreciation and amortization 794 806 1,600
 Segment income (loss) before
 taxes 36,710 62,327 99,037
 Segment assets 564,519 383,077 947,596

6. SUBSEQUENT EVENT

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no subsequent events to be reported.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Amexdrug Corporation is located at 7251 Condor Street, Commerce, California 90040. Its phone number is (323) 725-3100. Its fax number is (323) 725-3133. Its website is www.amexdrug.com. Shares of Amexdrug common stock are traded on the OTC Bulletin Board under the symbol AXRX.OB. The President of Amexdrug has had experience working in the pharmaceutical industry for the past 29 years.

Amexdrug Corporation, through its wholly-owned subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care, Inc., is a pharmaceutical and cosmeceutical company specializing in the research and development, manufacturing and distribution of pharmaceutical drugs, cosmetics and distribution of prescription and over-the-counter drugs, private manufacturing and labeling and a quality control laboratory. At Amexdrug Corporation, it is our anticipation to give our clientele the opportunity to purchase cost effective products while attempting to maximize the return of investments to our shareholders.

Amexdrug Corporation distributes its products through its subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care, Inc. primarily to independent pharmacies and secondarily to small-sized pharmacy chains, alternative care facilities and other wholesalers and retailers in the state of California.

BioRx Pharmaceuticals, Inc. is a proud member of the National Association of Chain Drug Stores (NACDS). BioRx Pharmaceuticals, Inc. has developed numerous unique innovative products in the industry under the name Sponix.

Our team of professionals fully pledges the effectiveness of our distinct products.

At this time, we have certain distribution channels with suppliers and customers whom we know and trust, such as Amazon, and hundreds of independent pharmacies. Of the estimated 100,000 retailers (drug stores and food mass), our goal is to have 20,000 stores carry our products in 2011.

References in this report to "we," "our," "us," the "company" and "Amexdrug" refer to Amexdrug Corporation and also to our subsidiaries, BioRx Pharmaceuticals, Inc., Allied Med, Inc., Dermagen, Inc. and Royal Health Care.

Amexdrug currently has 50,000,000 shares of authorized common stock $.001 par value, of which 8,457,309 are issued and outstanding as of March 31, 2011, with an additional 13,172 shares held as treasury shares.

On November 8, 2004, Amexdrug formed a new subsidiary, BioRx Pharmaceuticals, Inc. as a Nevada corporation. BioRx Pharmaceuticals, Inc. is committed to offer over the counter (OTC) products that are recommended with trust and faith by physicians, primarily podiatrists and dermatologists. The focus and mission of BioRx Pharmaceuticals, Inc. is to create, develop and manufacture products to help ease pain and restore and maintain the overall well-being of our customers. We strive for high performance and quality. Our commitment is to offer natural and OTC products that are recommended with confidence by doctors and pharmacists and that the customer can use with pleasure. Our compliance program is diligently followed through the Company. BioRx Pharmaceuticals, Inc. maintains high ethics for animal welfare and our products are never tested on animals. All products are made in the USA.

A total of fourteen innovative health and wellness products have been manufactured for sale by BioRx Pharmaceuticals, Inc. These over-the-counter and natural products are effective for treatment of fungus, arthritis, sunburn protection and for healthy feet and nails. BioRx Pharmaceuticals is planning to sell these products to national chain drugstores, sport chain stores, natural food markets and other mass markets. These products will be marketed under the name of Sponix, and will be sold under the name of BioRx Pharmaceuticals.

On December 31, 2001, Amexdrug acquired all of the issued and outstanding common shares of Allied Med, Inc., an Oregon corporation, in a share exchange in a related party transaction.

Allied Med, Inc., was formed as an Oregon corporation in October 1997 to operate in the pharmaceutical wholesale business of selling a full line of brand name and generic pharmaceutical products, over-the-counter (OTC) drug and non-drug products and health and beauty products to independent and chain pharmacies, alternative care facilities and other wholesalers. At Allied Med our sincere interest is our customers' needs. Our competitive discount pricing allows our customers an advantage.

Amexdrug assumed the operations of Allied Med, and Amexdrug has been building on the wholesale pharmaceutical operations of Allied Med.

The accompanying financial information includes the operations of Allied Med for all periods presented and the operations of Amexdrug Corporation from April 25, 2000.

Amexdrug completed its purchase of Dermagen, Inc. on October 7, 2005. Dermagen, Inc. is now an operating subsidiary of Amexdrug. The acquisition of Dermagen, Inc. is not considered to be an acquisition of a significant amount of assets which would require audited financial statements of Dermagen, Inc.

Dermagen, Inc. is a growing manufacturing company specializing in the manufacturing and distribution of certain pharmaceuticals, medical devices, health and beauty products. Dermagen, Inc. has a U.S.-FDA registered and state FDA approved manufacturing facility licensed to develop high margin skin and novel health and beauty products for niche markets. Dermagen's competitive advantage is in its superior product research and development.

In October 2003, Allied Med, Inc. acquired 100% of the assets of Royal Health Care Company. Royal Health Care Company is a health and beauty company which has sold specially manufactured facial and body creams, arthritic pain relief medications and an exclusive patented hair care product to pharmacies, beauty salons, beauty supply stores and other fine shops. Royal Health Care Company uses the highest quality ingredients for the finest quality products. Each product has been formulated with the essential ingredients and plant extracts to achieve optimum potential and quality. Royal Health Care Company products are manufactured by Dermagen, Inc. in an FDA approved manufacturing facility.

The Royal Health Care Company assets acquired include the "Royal Health Care Company" name, logo, and related trademarks, all formulas to products manufactured for sale under the Royal Health Care Company name, and the Royal Health Care Company list of customers. These intellectual property rights were acquired without cost from a company in which Jack Amin's wife is a principal shareholder. Mr. Amin is the CEO and Chairman of Amexdrug Corporation and Allied Med, Inc. Management believes this acquisition will provide the Company with an opportunity to increase the number of products sold by the Company, and expand the Company's customer base.

On October 28, 2004, Amexdrug formed a new subsidiary, Royal Health Care, Inc. as a Nevada corporation. Royal Health Care, Inc. was formed to manufacture and sell health and beauty products.

The Company has one written lease agreement covering the property leased to the Company in Fullerton, California, and one lease agreement covering the property leased to the Company in Commerce, California. The Company's loan agreement with Nora Amin is verbal. The Company does not have written contracts with its major suppliers or buyers. The Company has a written line of credit agreement with National Bank of California. Copies of the Company's written lease agreements and material contracts have been filed as exhibits to certain of its quarterly and annual reports. See the Exhibit Index for a description of these agreements and for information on where copies can be found.

Since 2005, Amexdrug has had operations in two segments of its business, namely: Distribution and Health and Beauty Products. Distribution consists of the wholesale pharmaceutical distribution and resale of brand and generic pharmaceutical products, over-the-counter drugs and non-drug products and health and beauty products. Health and Beauty Products consist of the manufacture and distribution of primarily health and beauty products. Manufacturing includes expertise in research and development for health care industry products, including pharmacy supplies.

For the three months ended March 31, 2011, Amexdrug reported sales of $2,840,717, comprised of $2,446,688 of sales from the Company's pharmaceutical wholesale business of selling brand name and generic pharmaceutical products, and (OTC) health and beauty products, and $394,029 of sales of health and beauty products manufactured by the Company. This is $91,031 more than the $2,749,686 of sales reported for the three months ended March 31, 2010 which was comprised primarily of $2,526,591 sales from the Company's pharmaceutical wholesale distribution business of selling brand name and generic pharmaceutical products, and over the counter (OTC) health and beauty products, and $223,095 of sales of health and beauty products manufactured by the Company. During the three month period ended March 31, 2011, Amexdrug experienced a modest increase in total sales due, in part, to increased marketing efforts by the Company, as well as having an increased number of products to sell.

Cost of goods sold for the three months ended March 31, 2011 was $2,409,415, a decrease of $106,436 from the $2,515,851 cost of goods sold for the three months ended March 31, 2010.

During the three months ended March 31, 2011, gross profit increased by $197,467 to $431,302, or 15.2% of sales, from the $233,835, or 8.5% of sales, recorded for the three months ended March 31, 2010. The change in gross profit margin is attributable to increased sales of higher gross margin products sold in 2011.

Total operating expenses for the three months ended March 31, 2011, consisting entirely of selling, general and administrative expenses were $150,632, an increase of $23,383 from the total operating expenses of $127,249 recorded for the three months ended March 31, 2010. The increase in selling, general and administrative expense is primarily attributed to increased commissions payable on the increased sales and increased amounts paid for outside services and moving expenses.

During the three months ended March 31, 2011, Amexdrug experienced net income of $164,111, an increase of $87,902 from the $76,209 of net income recorded for the three months ended March 31, 2010. Amexdrug's increase in net profits during the three month period ended March 31, 2011, is attributable largely to the increase of sales of higher gross margin products sold and resulting increase in gross profits earned in the later period.

As of March 31, 2011, Amexdrug reported total current assets of $1,352,889, comprised primarily of cash and cash equivalents of $257,925, net accounts receivable of $623,222, inventory of $409,379, and a deferred tax asset of $43,970. Total assets as of March 31, 2011 were $1,412,561, which included total current assets, plus net property and equipment of $12,715, other deposits of $28,212, trademark of $980, and goodwill of $17,765.

Amexdrug's liabilities as of March 31, 2011, consisted primarily of accounts payable of $465,780, note payable to related party of $108,023, business lines of credit of $245,932, accrued liabilities of $16,200 and corporate tax payable of $162,615.

During the three months ended March 31, 2011, Amexdrug used $120,088 cash in operating activities compared to $16,910 cash used in operating activities in the three months ended March 31, 2010. The primary adjustments to reconcile net income to net cash used in operating activities during the first quarter of 2011 were as follows: an increase in accounts receivable of $149,239, an increase in inventory of $105,192, a decrease in accounts payable and accrued liabilities of $82,135, an increase in other assets of $13,750, a decrease in deferred tax asset of $9,170 and an increase in corporate income tax payable of $54,311. Amexdrug had $257,925 in cash and cash equivalents at March 31, 2011. Operations have primarily been funded through net income and an increase in the credit line balances when needed. Management does not anticipate that Amexdrug will need to seek additional financing during the next twelve months.

Between approximately June 2007 and March 31, 2011, Amexdrug repurchased a total of 13,172 shares of its common stock at prices ranging from a low of $0.20 per share to a high of $3.03 per share. These shares are held by Amexdrug as treasury shares. Amexdrug anticipates that it may make additional small purchases of its shares throughout the remainder of 2011.

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

The Company expended $0 and $826 on capital expenditures during the three month periods ended March 31, 2011 and 2010, respectively. The Company has no current plans for any significant capital expenditures.

In the notes to the audited consolidated financial statements for the year ended December 31, 2010, included in the Company's Annual Report on Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

This document includes various forward-looking statements with respect to future operations of Amexdrug that are subject to risks and uncertainties. Forward-looking statements include information concerning expectations of future results of operations and such statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "estimates" or similar expressions. For those statements, Amexdrug claims the protection of the safe harbor for forward-looking statements contained in the Private Litigation Reform Act of 1995. Actual results may vary materially.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A "smaller reporting company" (as defined by Item 10 of Regulation S-K) is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Under the supervision and with the participation of management, our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"), as of March 31, 2011. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding required disclosures.

During the last fiscal quarter ended March 31, 2011, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-Q REPORT REFLECT MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Amexdrug is not presently a party to any material pending legal proceedings. To the best of Amexdrug's knowledge, no governmental authority or other party has threatened or is contemplating the filing of any material legal proceeding against Amexdrug.

Item 1A. Risk Factors.

A "smaller reporting company" (as defined by Item 10 of Regulation S-K) is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three month period ended March 31, 2011, the Company did not issue any shares of its unregistered common stock. For a description of any sales of shares of the Company's unregistered stock made in the past three years, please refer to the Company's Annual Reports on Form 10-KSB or Form 10-K, and the Company's Quarterly Reports on Form 10-QSB or Form 10-Q filed since December 31, 2007.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None; not applicable.

Item 6. Exhibits.

(a) Exhibits.

The following exhibits are filed as part of this report.

Exhibit Exhibit
Number Description Location
------- ----------- --------

 2.1 Agreement and Plan of Merger *
 (to change domicile from California)

 2.2 Agreement and Plan of Reorganization **

 3.1 Articles of Incorporation ***

 3.2 By-Laws ***

10.1 Promissory Note with National Bank of California *****
 dated June 23, 2008

10.2 Change in Terms Agreement with National Bank of *****
 California dated June 9, 2009

10.3 Change in Terms Agreement with National Bank of ******
 California dated March 3, 2009

10.4 Subordination Agreement between Nora Y. Amin, ******
 National Bank of California, Amexdrug and its
 subsidiaries dated June 9, 2009

10.5 Business Loan Agreement between National Bank of ******
 California, Amexdrug and its subsidiaries dated
 June 23, 2008

 15

10.6 Commercial Security Agreement between National ******
 Bank of California, Amexdrug and its subsidiaries
 dated June 23, 2008

10.7 Commercial Guarantee between National Bank of ******
 California, Jack N. Amin, Amexdrug and its
 Subsidiaries

10.8 Commercial Guarantee between National Bank of ******
 California, Nora Y. Amin, Amexdrug and its
 subsidiaries

10.9 Lease Agreement between Fullerton Business *******
 Center, LLC, Lessor, and Allied Med, Inc.,
 Lessee, dated March 1, 2011 (Units I & J)

10.10 Guaranty of Lease by Jack Amin (Units I & J) *******

10.11 Lease Agreement between Condor Associates, LLC, *******
 Lessor, and Allied Med, Inc.,
 Lessee, dated February 22, 2011

10.12 Guaranty of Lease by Jack Amin and Nora Amin *******

14.1 Code of Ethics ****

21.1 List of Subsidiaries of Amexdrug Corporation ******

31.1 Certification of Chief Executive Officer This Filing
 pursuant to Section 302 of the Sarbanes-
 Oxley Act of 2002

 31.2 Certification of Chief Financial Officer This Filing
 pursuant to Section 302 of the Sarbanes-
 Oxley Act of 2002

32.1 Certification of Chief Executive Officer This Filing
 pursuant to Section 906 of the Sarbanes-
 Oxley Act of 2002

32.2 Certification of Chief Financial Officer This Filing
 pursuant to Section 906 of the Sarbanes-
 Oxley Act of 2002

 Summaries of all exhibits contained within this
 report are modified in their entirety by reference
 to these Exhibits.

* Exhibit 2.1 is incorporated by reference from Amexdrug's Form 8-K Current Report filed December 21, 2001 as Exhibit No. 10.01.

** Exhibit 2.2 is incorporated by reference from Amexdrug's Form 8-K Current Report filed January 15, 2002 as Exhibit No. 10.01.

*** Exhibit 3.1 and 3.2 are incorporated by reference from Amexdrug's Form 10-KSB for the year ended December 31, 2001 filed on April 1, 2002.

**** Exhibit 14.1 is incorporated by reference from Amexdrug's Form 10-K for the year ended December 31, 2008 filed April 13, 2009

***** Exhibits 10.1 and 10.2 are incorporated by reference From Amexdrug's Form 10-Q for the period ended June 30, 2009 filed August 14, 2009

****** Exhibits 10.3 through 10.8 and 21.1 are incorporated by reference from Amexdrug's Form 10-Q/A for the period ended June 30, 2009 filed September 18, 2009

******* Exhibits 10.9 through 10.12 are incorporated by reference from Amexdrug's Form 10-K for the year ended December 31, 2010 filed March 31, 2011

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 thereunto duly authorized.

AMEXDRUG CORPORATION

Date: May 5, 2011 By: /s/ Jack Amin
 --------------------------
 Jack Amin
 Director, President, Chief
 Executive Officer, Chief
 Financial Officer and
 Chief Accounting Officer

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