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 September 30, 2008

[ ] 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.)

 8909 West Olympic Boulevard, Suite 208
 Beverly Hills, California 90211
 ----------------------------------------
 (Address of principal executive offices)

Registrant's telephone number, including area code: (310) 855-0475

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 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 [ ] Smaller reporting company [ X ]
(Do not check if a smaller reporting company)

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 November 10, 2008, there were 8,470,481 shares of the issuer's common stock issued and outstanding.

AMEXDRUG CORPORATION
FORM 10-Q

TABLE OF CONTENTS

 PART I - FINANCIAL INFORMATION


 Page
 ----

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

 Condensed Consolidated Balance Sheets -- As of
 September 30, 2008 (Unaudited) and December 31,
 2007 (Audited)....................................................5

 Condensed Consolidated Statements of Operations for the
 Three and Nine Months Ended September 30, 2008 and 2007
 (Unaudited).......................................................6

 Condensed Consolidated Statements of Cash Flows for
 the Nine Months Ended September 30, 2008 and 2007
 (Unaudited).......................................................7

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

Item 2. Management's Discussion and Analysis of Financial
 Condition and Results of Operations...............................9

Item 3. Quantitative and Qualitative Disclosures About Market Risk........12

Item 4T. Controls and Procedures..........................................12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.................................................13

Item 1A. Risk Factors......................................................13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......13

Item 3. Defaults Upon Senior Securities...................................13

Item 4. Submission of Matters to a Vote of Security Holders...............13

Item 5. Other Information.................................................13

Item 6. Exhibits and Reports on Form 8-K..................................13

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The condensed consolidated balance sheets of Amexdrug Corporation, a Nevada corporation, and subsidiaries as of September 30, 2008 (unaudited) and December 31, 2007 (unaudited), the related unaudited condensed consolidated statements of operations for the three and nine month periods ended September 30, 2008 and September 30, 2007, the related unaudited condensed consolidated statements of cash flows for the nine month periods ended September 30, 2008 and September 30, 2007 and the notes to the unaudited condensed 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-KSB for the year ended December 31, 2007.

The accompanying condensed 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 Allied Med, Inc., Dermagen, Inc., and BioRx Pharmaceuticals, 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 September 30, 2008, are not necessarily indicative of the results that can be expected for the year ending December 31, 2008.

AMEXDRUG CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets - September 30, 2008 (Unaudited) and December 31, 2007 (Audited).......................5

Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2008 and 2007..........................................................6

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2008 and 2007.............7

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

AMEXDRUG CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 September 30, December 31,
 2008 2007
 -------------- --------------
 (Unaudited)
 Assets

Current Assets
 Cash and cash equivalents $ 94,967 $ 217,549
 Accounts receivable 318,760 210,557
 Inventory 136,008 194,542
 Deferred tax asset 11,500 7,000
 Other receivable 8,288 8,288
 Prepaid insurance 1,397 -
 -------------- --------------

 Total Current Assets 570,920 637,936
 -------------- --------------

Property and Equipment, at cost
 Office and computer equipment 231,090 181,026
 Leasehold improvements 15,700 15,700
 -------------- --------------
 246,790 196,726
 Less accumulated depreciation (186,469) (175,665)
 -------------- --------------

 Net Property and Equipment 60,321 21,061
 -------------- --------------

Other Assets
 Other deposits 12,158 12,158
 Intangibles
 Customer base, net of accumulated
 amortization of $4,561 2,281 4,561
 Trademark, net of accumulated
 amortization of $134 1,516 1,516
 Goodwill 17,765 17,765
 -------------- --------------

 Total Other Assets 33,720 36,000
 -------------- --------------

 Total Assets $ 664,961 $ 694,997
 ============== ==============

 Liabilities and Shareholders' Equity

Current Liabilities:
 Accounts payable $ 351,593 $ 518,540
 Accrued liabilities 7,831 16,971
 Corporate tax payable 13,487 -
 Loan payable-Dell 714 -
 Notes payable related parties 122,342 62,342
 Wells Fargo Business Line 66,987 54,936
 National Bank of California Credit Line 22,000 -
 -------------- --------------

 Total Current Liabilities 584,954 652,789
 -------------- --------------

Shareholders' Equity
 Capital stock 8,471 8,471
 Additional paid in capital 83,345 83,345
 Accumulated deficit (11,809) (49,608)
 -------------- --------------

 Total Shareholders' Equity 80,007 42,208
 -------------- --------------

 Total Liabilities and
 Shareholders' Equity $ 664,961 $ 694,997
 ============== ==============

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 September 30, Nine Months Ended September 30,
 2008 2007 2008 2007
 ------------- -------------- -------------- --------------
Sales $ 1,331,654 $ 1,248,547 $ 4,104,641 $ 4,721,093

Cost of Goods Sold 1,190,200 1,165,679 3,760,487 4,361,981
 ------------- -------------- -------------- --------------

Gross Profit 141,454 82,868 344,154 359,112
 ------------- -------------- -------------- --------------

Operating Expenses
 Selling, general and
 administrative expense 92,725 144,752 269,561 355,823
 Research and development 1,050 - 3,309 -
 ------------- -------------- -------------- --------------

 Total Operating
 Expenses 93,775 144,752 272,870 355,823
 ------------- -------------- -------------- --------------

Income/(Loss) before
 depreciation and amortization
 expense 47,679 (61,884) 71,284 3,289

 Depreciation and
 amortization expense 3,601 - 13,085 25,883
 ------------- -------------- -------------- --------------

Income/(Loss) before Other
 Income/(Expenses) 44,078 (61,884) 58,199 (22,594)
 ------------- -------------- -------------- --------------

Other Income/(Expenses)
 Interest and other income 266 55,415 266 110,862
 Penalty - - (344) -
 Unrealized gain/(loss) (470) (797) -
 Interest expense (4,714) (1,146) (10,947) (3,546)
 ------------- -------------- -------------- --------------

 Total Other
 Income/(Expenses) (4,918) 54,269 (11,822) 107,316
 ------------- -------------- -------------- --------------

Income/(Loss) before Provision
 for Income Taxes 39,160 (7,615) 46,377 84,722

Income tax benefit/(expense) (14,188) (669) (8,575) 64
 ------------- -------------- -------------- --------------

Net Income/(Loss) $ 24,972 $ (8,284) $ 37,802 $ 84,786
 ============= ============== ============== ==============

BASIC AND DILUTED INCOME/(LOSS)
 PER SHARE $ 0.00 $ (0.00) $ 0.00 $ 0.01
 ============= ============== ============== ==============

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

 Nine Months Ended September 30,
 2008 2007
 -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income/(loss) $ 37,802 $ 84,786
 Adjustment to reconcile net loss to net cash
 used in operating activities
 Depreciation and amortization 13,085 25,883
 (Increase) Decrease in:
 Accounts receivable (108,203) (99,918)
 Allowance for doubtful accounts - (29,788)
 Inventory 58,534 (58,280)
 Prepaid expenses (1,397) 3,993
 Account settlement receivable - (8,288)
 Deferred tax asset (4,500) 64
 Increase (Decrease) in:
 Accounts payable and accrued liabilities (176,091) 51,840
 Corporate income tax payable 13,487 8,151
 Deferred tax liability - (13,954)
 -------------- --------------

 NET CASH USED IN OPERATING ACTIVITIES (167,283) (35,511)
 -------------- --------------

NET CASH FLOWS USED IN INVESTING ACTIVITIES:
 Purchase of fixed assets (50,064) (8,337)
 Purchase of trademark - (650)
 -------------- --------------
 NET CASH USED IN INVESTING ACTIVITIES (50,064) (8,987)
 -------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Loan payable, Dell 714 -
 Payments on capital leases - (19,823)
 Proceeds from credit lines 34,051 58,217
 Proceeds from related parties 60,000 (10,798)
 -------------- --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES 94,765 27,596
 -------------- --------------

NET DECREASE IN CASH (122,582) (16,902)


CASH, BEGINNING OF PERIOD 217,549 89,017
 -------------- --------------

CASH, END OF PERIOD $ 94,967 $ 72,115
 ============== ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION
 Interest paid $ 2,464 $ 3,546
 ============== ==============
 Income taxes $ 2,974 $ -
 ============== ==============

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

AMEXDRUG CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
SEPTEMBER 30, 2008

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 nine month period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-KSB for the year ended December 31, 2007.

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.

3. CAPITAL STOCK

 During the nine months ended September 30, 2008, 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 2004.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain.

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

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

Overview

Amexdrug Corporation is located at 8909 West Olympic Boulevard, Suite 208, Beverly Hills, California 90211. Its phone number is (310) 855-0475. Its fax number is (310) 855-0477. 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 26 years.

Amexdrug Corporation, through its wholly-owned subsidiaries, Dermagen, Inc., Allied Med, Inc., Royal Health Care, Inc. and BioRx Pharmaceuticals, Inc. is a growing 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 maximizing the return of investments to our shareholders.

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

Amexdrug Corporation was initially incorporated under the laws of the State of California on April 30, 1963 under the name of Harlyn Products, Inc. Harlyn Products, Inc. was engaged in the business of selling jewelry to department stores and retail jewelry stores until the mid-1990s.

The name of the Company was changed to Amexdrug Corporation in April 2000 to reflect the change in the Company's business to the sale of pharmaceutical products. The officers and directors of the Company also changed in April 2000. The domicile of the Company was changed from California to Nevada in December 2001. At that time the Company changed its fiscal year end from June 30 to December 31.

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

Amexdrug currently has 50,000,000 shares of authorized common stock $.001 par value, of which 8,470,481 are issued and outstanding as of September 30, 2008.

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

Allied Med 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.

Amexdrug has assumed the operations of Allied Med, and Amexdrug intends to build on the pharmaceutical wholesale 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 for large leading domestic and international companies.

In October 2003, Allied Med 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.

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 eleven products are currently under different stages of development. 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 names of Sponix and Bactivex, and will be sold under the name of BioRx Pharmaceuticals.

For the Three Months Ended September 30, 2008. For the three months ended September 30, 2008, Amexdrug reported sales of $1,331,654, comprised entirely of income from the pharmaceutical wholesale business of selling brand name and generic pharmaceutical products, and (OTC) health and beauty products by our subsidiaries, Dermagen, Inc., Allied Med and BioRx Pharmaceuticals, Inc. This is $83,107 more than the $1,248,547 of sales reported for the three months ended September 30, 2007. Cost of goods sold for the three months ended September 30, 2008 was $1,190,200, an increase of $24,521 from the $1,165,679 cost of goods sold for the three months ended September 30, 2007. During the three months ended September 30, 2008 gross profit increased by $58,586 to $141,454, or 10.6% of sales, from the $82,868, or 6.6% of sales recorded for the three months ended September 30, 2007. The change in gross profit margin is attributable to an increased percentage of sales made from higher gross margin products manufactured and sold in the three month period ended September 30, 2008.

For the three months ended September 30, 2008, Amexdrug reported other income of $266, a decrease of $55,149 from the $55,415 of other income reported for the three months ended September 30, 2007.

Selling, general and administrative expense was $92,725 for the three months ended September 30, 2008, a decrease of $52,027 from the $144,752 of selling, general and administrative expense recorded for the three months ended September 30, 2007. This decrease in selling, general and administrative expense is largely attributable to decreases in trade show expenses and traveling expenses in the later period.

During the three months ended September 30, 2008, Amexdrug experienced net income of $24,972, as compared to a net loss of $8,284 experienced in the three months ended September 30, 2007. Amexdrug's improvement during the three month period ended September 30, 2008 is attributable largely to the decrease of selling, general and administrative expense in the later period.

For the Nine Months Ended September 30, 2008. For the nine months ended September 30, 2008, Amexdrug reported sales of $4,104,641, comprised entirely of income from the pharmaceutical wholesale business of selling brand name and generic pharmaceutical products, and (OTC) health and beauty products by our subsidiaries, Dermagen, Inc., Allied Med and BioRx Pharmaceuticals, Inc. This is $616,452 less than the $4,721,093 of sales reported for the nine months ended September 30, 2007. During the nine month period ended September 30, 2008, Amexdrug experienced a decrease in total sales due, in part, to the loss of a few customers. Cost of goods sold for the nine months ended September 30, 2008 was $3,760,487, a decrease of $601,494 from the $4,361,981 cost of goods sold for the nine months ended September 30, 2007. During the nine months ended September 30, 2008 gross profit decreased by $14,958 to $344,154, or 8.4% of sales, from the $359,112, or 7.6% of sales recorded for the nine months ended September 30, 2007. The change in gross profit margin is attributable to an increased percentage of sales of higher gross margin products manufactured and sold in the first nine months of 2008.

For the nine months ended September 30, 2008, Amexdrug reported other income of $266, a decrease of $110,596 from the $110,862 of other income reported for the nine months ended September 30, 2007.

Selling, general and administrative expense was $269,561 for the nine months ended September 30, 2008, a decrease of $86,262 from the $355,823 of selling, general and administrative expense recorded for the nine months ended September 30, 2007. This decrease in selling, general and administrative expense is largely attributable to decreases in trade show expenses and traveling expenses in the later period.

During the nine months ended September 30, 2008, Amexdrug experienced net income of $37,802, a decrease of $46,984 from the net income of $84,786 experienced in the nine months ended September 30, 2007. Amexdrug's decrease in net profits during the nine month period ended September 30, 2008 is attributable largely to the decrease in other income earned in the later period.

As of September 30, 2008, Amexdrug reported total current assets of $570,920, comprised of cash and cash equivalents of $94,967, accounts receivable of $318,760, inventory of $136,008, a deferred tax asset of $11,500, other receivable of $8,288 and prepaid insurance of 1,397. Total assets as of September 30, 2008 were $664,961, which included total current assets, plus net property and equipment of $60,321, other deposits of $12,158, customer base of $2,281, trademark of $1,516, and goodwill of $17,765.

Amexdrug's liabilities as of September 30, 2008 consisted primarily of accounts payable of $351,593, notes payables to related parties of $122,342, business lines of credit of $88,987and corporate tax payable of $13,487.

During the nine months ended September 30, 2008, Amexdrug used $167,283 cash in operating activities compared to $35,511 cash used in operating activities in the nine months ended September 30, 2007. The primary adjustments to reconcile net income to net cash used in operating activities during the nine months ended September 30, 2008 were as follows: a decrease in accounts payable and accrued liabilities of $176,091, a decrease in inventory of $58,534, and an increase in accounts receivable of $108,203. Amexdrug had $94,967 in cash and cash equivalents at September 30, 2008. Operations have primarily been funded through cash generated from operations, and from loans made from the wife of our President. Management does not anticipate that Amexdrug will need to seek additional financing during the next twelve months.

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 the Regulation S-K) is not required to provide the information required by this Item.

Item 4T. 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 September 30, 2008. 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 disclosure.

During the last fiscal quarter ended September 30, 2008, 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 the 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.

None; not applicable.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

None; not applicable.

Item 5. Other Information.

None; not applicable.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

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

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

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

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

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

(b) Reports on Form 8-K.

No Current Reports on Form 8-K were filed by Amexdrug during the quarter ended September 30, 2008.

SIGNATURES

In accordance with 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: November 12, 2008 By: /s/ Jack Amin
 ------------------------------------
 Jack Amin
 Director, President, Chief Executive
 Officer, Chief Financial Officer and
 Chief Accounting Officer

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