##### Table of Contents





U. S. SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number 1-16695
  AMDL, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

33-0413161(IRS Employer
    Identification No.)2492 Walnut Avenue, Suite 100
    Tustin, California
    92780-7039(Address of principal
    executive offices)

(714) 505-4460(Registrants
    telephone
    number, including area
    code)   Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.001 par value

NYSE Alternext US   Securities registered pursuant to Section 12(g) of the
    Act:
  Common Stock, $.001 par value
 (Title of class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2).  Yes o þ
    Documents
    Incorporated by Reference




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##### 





TABLE
    OF CONTENTS
   
 PagePART IItem 1.


Business


2Item 1A.


Risk Factors


13Item 2.


Properties


18Item 3.


Legal Proceedings


18Item 4.


Submission of Matters to a Vote of Security
    Holders


19PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


19Item 6.


Selected Financial Data


25Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


25Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


38Item 8.


Financial Statements


39Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


75Item 9A.


Controls and Procedures


75PART IIIItem 10.


Directors, Executive Officers, Promoters, Control
    Persons and Corporate Governance; Compliance with
    Section 16(a) of the Exchange Act


77Item 11.


Executive Compensation


79Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


83Item 13.


Certain Relationships and Related Transactions
    and Director Independence


84Item 14.


Principal Accountant Fees and Services


85PART IVItem 15.


Exhibits, Financial Statement Schedules


85SIGNATURES


89EXHIBIT 10.44EXHIBIT 10.49EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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Cautionary Statement under the Private Securities Litigation
    Reform Act of 1995:
  This Annual Report on
    Form 10-K
    and the documents incorporated by reference herein contain
    forward-looking statements within the meaning of
    Section 21E of the Securities Exchange Act of 1934, which
    include information relating to future events, future financial
    performance, strategies, expectations, competitive environment,
    regulation and availability of resources. From time to time, we
    also provide forward-looking statements in other materials we
    release to the public as well as verbal forward-looking
    statements. These forward-looking statements include, without
    limitation, statements regarding: regulatory approval for our
    products; market demand for our products and competition; our
    dependence on licensees, distributors and management; impact of
    technological changes on our products; results of operations or
    liquidity; statements concerning projections, predictions,
    expectations, estimates or forecasts as to our business,
    financial and operational results and future economic
    performance; and statements of managements goals and
    objectives and other similar expressions. Such statements give
    our current expectations or forecasts of future events; they do
    not relate strictly to historical or current facts. Given these
    uncertainties, readers are cautioned not to place undue reliance
    on such forward-looking statements. Words such as
    may, will, should,
    could, would, predicts,
    potential, continue,
    expects, anticipates,
    future, intends, plans,
    believes, estimates, and similar
    expressions, as well as statements in future tense, identify
    forward-looking statements.
  We cannot guarantee that any forward-looking statement will
    be realized, although we believe we have been prudent in our
    plans and assumptions. Achievement of future results is subject
    to risks, uncertainties and potentially inaccurate assumptions.
    Many events beyond our control may determine whether results we
    anticipate will be achieved. Should known or unknown risks or
    uncertainties materialize, or should underlying assumptions
    prove inaccurate, actual results could differ materially from
    past results and those anticipated, estimated or projected. You
    should bear this in mind as you consider forward-looking
    statements.
  We undertake no obligation to publicly update or revise
    forward-looking statements, whether as a result of new
    information, future events or otherwise. You are advised,
    however, to consult any further disclosures we make on related
    subjects in our
    Form 10-Q
    and 8-K
    reports to the SEC. Also note that we provide the following
    cautionary discussion of risks, uncertainties and possibly
    inaccurate assumptions relevant to our business. These factors
    individually or in the aggregate, we think could cause our
    actual results to differ materially from expected and historical
    results. You should understand that it is not possible to
    predict or identify all such factors. Our actual results may
    differ materially from those currently anticipated and expressed
    in such forward-looking statements as a result of a number of
    factors, including those we discuss under Risk
    Factors and elsewhere in this Annual Report on
    Form 10-K.
 1




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PART I  Item 1.
    Business            IVD
    DIAGNOSTICS DIVISION
  IVD
    Industry and Market
   2




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Our DR-70
    Test Kit
  63-72),
    
  DR-70
    Test Kit Sales and Licensing Strategy
  
  
    obtain China SFDA, Korean FDA, and Taiwan FDA and other
    international approvals;
    develop new distribution channels in new markets;
    distribute greater quantities of kits in approved markets;
    fully utilize our GMP manufacturing facilities in the
    U.S. to foster worldwide sales;
    automate the DR-70test kit;
    create a next generation
    DR-70test kit
    with improved clinical performance; and
    eventually create a rapid test format of
    DR-70test kit to
    extend sales into rural areas and POL (physician owned labs).  
   3




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##### Table of Contents



DR-70
    Test Kit Competition
  
  
  U.S.
    based DR-70 Test Kit Manufacturing
  
  
    Regulatory
    Approval and Clinical Trials of the DR-70 Test Kit
  
 4




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Chinese-language
  
   5




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Collaboration
    with Mayo Clinic
    DR-70
    Test Kit Research and Development
    MyHPV
    Chip Kit Market
    AMDL/MyGene
    Marketing Collaboration
    Regulatory
    Approval of MyHPV Chip Kit
    Reimbursability
    of Our IVD Products
   6




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CHINA-BASED
    INTEGRATED PHARMACEUTICALS DIVISION
        and/or
  Overview
    of JPIs Business
    HPE-based
       7




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JJB and
    YYB Product Lines
      
    HPE Solutions
    Domperidone Tablets
    Compound Benzoic Acid and Camphor Solution
    Diavitamin, Calcium and Lysine Tablets
    Levofloxacin Lactate Injection
    Guyanling Tablets
    GS Solution
    GNS Solution
    NaCL Solution  JPIs
    China Business Strategy
  General
    and/or
    GeographicLocation  ChinaSoutheastern


38
%Northeastern


31
%Central


14
%Southwestern


13
%North


4
%   Marketing
    and Sales of JJB and YYB Products
     8




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Manufacturing
    of JJB and YYB Products
    JPIs
    Competition
    JPIs
    Research and Development
         9




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##### Table of Contents



JPIs
    Product Development
  12-36 months.
  
    Pidotimod Tablets (an anti-aging product)
    Epinastine Tablets (allergy product)
    Paclitaxel (a cancer medication)
    Creatine Phosphate Sodium Injections (a heart medicine)
    Drotaverrine Hydrochloric (a chemotherapy therapeutic product)
    Diammonium Glycyrrhizinate (a chemotherapy therapeutic product)    Chinese
    Pharmaceutical Regulations
      CANCER
    THERAPEUTICS DIVISION
  Combination
    Immunogene Therapy
     10




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##### Table of Contents



and/or
  OUR DR-70
    AND CIT PATENTS
     11




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EMPLOYEES
    EXECUTIVE
    OFFICES
  (714) 505-4460. 1-800-SEC-0330 http://www.sec.gov
 12




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##### Table of Contents



Item 1A.
    Risk
    Factors    Limited
    product development activities; our product development efforts
    may not result in commercial products.
    
    the product candidate did not demonstrate acceptable clinical
    trial results even though it demonstrated positive preclinical
    trial results;
    the product candidate was not effective in treating a specified
    condition or illness;
    the product candidate had harmful side effects on humans;
    the necessary regulatory bodies, such as the SFDA, did not
    approve our product candidate for an intended use;
    the product candidate was not economical for us to manufacture
    and commercialize; and
    the product candidate is not cost effective in light of existing
    therapeutics.    and/or
  Our
    operations in China involve significant risk.
       13




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We may
    not be able to continue to operate our business if we are unable
    to attract additional operating capital.
    and/or
 14




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Our
    independent registered public accounting firm has included a
    going concern paragraph in their report on our financial
    statements.
    Our
    current products cannot be sold in certain countries if we do
    not obtain and maintain regulatory approval.
    Our
    future prospects will be negatively impacted if we are
    unsuccessful in pending litigation over the CIT
    technology.
    The
    value of intangible assets may not be equal to their carrying
    values.
   15




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If our
    intellectual property positions are challenged, invalidated or
    circumvented, or if we fail to prevail in future intellectual
    property litigation, our business could be adversely
    affected.
    We
    face substantial competition, and others may discover, develop,
    acquire or commercialize products before or more successfully
    than we do.
    We
    have limited sales of the DR-70 test kit and are reliant on our
    distributors for sales of our products.
    JPI is
    reliant on its distributors for sales of its
    products.
   16




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We are
    subject to risks associated with our foreign
    distributors.
    We do
    not intend to pay dividends on our common stock in the
    foreseeable future.
    If we
    fail to comply with the rules under the Sarbanes-Oxley Act
    related to accounting controls and procedures or if the material
    weaknesses or other deficiencies in our internal accounting
    procedures are not remediated, our stock price could decline
    significantly.
    Form 10-K
      Our
    stock price is volatile, which could adversely affect your
    investment.
  and/or
  
    clinical trial results;
    product development announcements by us or our competitors;
    regulatory matters; 17




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
    announcements in the scientific and research community;
    intellectual property and legal matters;
    broader industry and market trends unrelated to our performance;
    economic markets in Asia; and
    competition in local Chinese markets where we sell JPIs
    product.    Our
    stock price and financing may be adversely affected by
    outstanding warrants and convertible securities.
  and/or
  We
    have limited product liability insurance.
    Item 2.
    Properties      Item 3.
    Legal
    Proceedings   18




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and/or
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      
    clinical trial results;
    product development announcements by us or our competitors;
    regulatory matters;
    announcements in the scientific and research community;
    intellectual property and legal matters;
    broader industry and market trends unrelated to our
    performance; and
    economic markets in Asia.     19




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Quarter Ended

High


LowMarch 31, 2007

$
4.00


$
2.54June 30, 2007

$
4.20


$
2.90September 30, 2007

$
3.48


$
2.41December 31, 2007

$
4.64


$
3.24   Quarter Ended

High


LowMarch 31, 2008

$
4.18


$
2.93June 30, 2008

$
3.89


$
2.78September 30, 2008

$
3.05


$
1.26December 31, 2008

$
2.00


$
0.69   Record Holders.
  Dividend Policy.
  Securities Authorized for Issuance Under Equity Compensation
    Plans.
  Purchases
    of Securities by the Company
    Recent
    Sales of Unregistered Securities
    non-U.S. persons.
  April
    2007 Offering
   20




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December
    2007 Offering
          10%
    Convertible Note Financing
   21




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##### Table of Contents



so-called lock-up
      12%
    Senior Note Financing
          Form S-3
   22




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Non-Cash
    Financing Activities
               23




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EITF 96-18, Accounting for Equity Instruments that are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services (EITF 96-18),
    ten-day
 24




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EITF 96-18,
      Item 6.
    Selected
    Financial Data    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    IV
    Diagnostics
  DR-70
    Test Kit
    License
    Agreement with MyGene International, Inc.
   25




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##### Table of Contents



The MyHPV
    Chip Kit
    
    pre-diagnosis of cervical cancer;
    diagnosis of HPV infection and the genotype of HPV infection;
    diagnosis for low copy of HPV infection;
    diagnosis of multiple HPV infections;
    simple and easy sample collecting;
    accurate and prompt results; and
    identification of a total of 24 types of HPV infections.  Regulatory
    Approval of the MyHPV Chip Kit
    China-based
    Integrated Pharmaceuticals
  HPE-based
       26




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New
    Beauty Formulations of the HPE-Based Anti-Aging
    Product
    
    Hydrating Firming Cream (Dry-Mix skin)
    Hydrating Firming Cream (Oily skin)
    Renergie Hydrating Cleanser
    Intense Hydrating Cleanser
    Visable Renewing Hydrating Softener
    Smoothing Renewing Eye Moisturizer      Distribution
    Channels for Beauty Product Lines
        The
    Current Chinese Economic and Market Environment
   27




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Research
    and Development
        HPE-based
  Cancer
    Therapeutics
    Critical
    Accounting Policies
      Allowance for Doubtful Accounts.
 28




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Inventories. first-in,
  Sales Allowances.
  Valuation of Intangible Assets. Accounting for the
    Impairment or Disposal of Long-Lived Assets
  
    significant under performance relative to expected historical or
    projected future operating results;
    market projections for cancer research technology;
    its ability to obtain patents, including continuation patents,
    on technology;
    significant changes in its strategic business objectives and
    utilization of the assets;
    significant negative industry or economic trends, including
    legal factors;
    potential for strategic partnerships for the development of its
    patented technology;
    changing or implementation of rules regarding manufacture or
    sale of pharmaceuticals in China; and
    ability to maintain Good Manufacturing Process (GMP)
    certifications.   29




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Revenue Recognition  Wholesale
    Sales. Revenue Recognition in
    Financial Statements
  No. 01-9, Accounting for Consideration Given by a Vendor to a Customer
    (Including a Reseller of the Vendors Products)
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross Versus Net Presentation)
  Revenue Recognition  Direct
    Distribution.
      Deferred Taxes.
  Litigation. Accounting for
    Contingencies
 30




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##### Table of Contents



Stock-Based Compensation Expense.
  No. 96-18, Accounting for Equity Instruments that are Issued to Other
    than Employees for Acquiring, or in Conjunction with Selling
    Goods or Services, No. 00-18, Accounting Recognition for Certain Transactions Involving
    Equity Instruments Granted to Other than Employees.
  No. 00-18,
  Share-Based
    Payment
  Derivative Financial Instruments. Accounting for
    Derivative Instruments and Hedging Activities
  Results
    of Operations
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Net Revenues.
  Corporate
     31




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##### Table of Contents



China-Wholesale
        Percentage of SalesHPE Solutions


45.67
%Domperidone Tablet


29.85
%Compound Benzoic Acid and Camphor Solution


3.81
%Diavitamin, Calcium and Lysine Tablets


5.05
%Levofloxacin Lactate Injection


6.94
%Guyanling Tablet


2.45
%GS Solution


2.63
%GNS Solution


1.95
%NaCl Solution


1.13
%Other


0.51
%   China-Direct
    Distribution
    Gross Profit.
  Corporate
    China-Wholesale
   32




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##### Table of Contents



China-Direct
    Distribution
    Research and Development.
      
    Additional expenditures for research and development is needed
    in China for SFDA approval of DR-70 test kit and the need for
    clinical trials in China for SFDA approval of DR-70 test kit;
    The need for research and development for an updated version of
    the DR-70 test kit in the US, clinical trials for such tests and
    funds for ultimate USFDA approval; and
    Research and development for the HPE-based cosmetic product.  Selling, General and Administrative
    Expenses. ,
    Corporate
   33




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##### Table of Contents



Year Ended December 31,2008


2007Investor relations (including value of warrants/options)

$
1,851,033


$
2,184,293Salary and wages (including value of options)

$
3,859,506


$
2,417,310Directors fees (including value of options)

$
721,874


$
909,359Consulting fees

$
104,040


$
258,584Accounting and other professional fees

$
972,141


$
456,088Legal

$
630,939


$
322,585   China-Wholesale
    China-Direct
    Distribution
    Interest Expense.
  Corporate
    China-Wholesale
    Income (Loss) from Operations and Net Income
    (Loss).
   34




---



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Liquidity
    and Capital Resources
  and/or
    60-90 days
         35




---



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Going
    Concern
    and/or
       36




---



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and/or and/or
      China
    Credit Facilities
      Issuance
    of Securities for Services
       37




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Currency Exchange Risk
       38




---



##### Table of Contents



Item 8.
    Financial
    Statements  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 39




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##### Table of Contents



AMDL,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
2,287,283


$
6,157,493Accounts receivable, net


14,506,302



2,954,902Inventories


1,987,833



921,135Prepaid consulting


89,773



872,688Prepaid expenses and other current assets


997,598



1,248,637Total current assets


19,868,789



12,154,855Property and equipment, net


13,452,247



11,672,462Intangible assets, net


5,358,763



5,615,312Note receivable






574,123Other assets


4,072,432



2,850,426Total assets

$
42,752,231


$
32,867,178LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
2,087,394


$
1,441,239Accrued salaries and wages


881,737



238,397Income taxes payable


686,829



59,332Deferred revenue


87,538



246,758Current portion of notes payable, net of debt discount


3,128,765



5,159,939Total current liabilities


6,872,263



7,145,665Other long-term liabilities


353,811



Notes payable, net of current portion and debt discount


581,305



Total liabilities


7,807,379



7,145,665Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; 25,000,000 shares
    authorized; none issued and outstanding






Common stock, $0.001 par value; 100,000,000 shares
    authorized; 16,006,074 and 15,079,528 shares issued at
    December 31, 2008 and 2007, respectively; 15,826,074 and
    14,979,528 shares outstanding at December 31, 2008 and
    2007, respectively


15,826



14,980Additional paid-in capital


68,192,411



61,525,001Accumulated other comprehensive income


2,443,452



1,068,429Accumulated deficit


(35,706,837
)


(36,886,897
)Total stockholders equity


34,944,852



25,721,513Total liabilities and stockholders equity

$
42,752,231


$
32,867,178     40




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##### Table of Contents



AMDL,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
    (LOSS)
  Year Ended December 31,2008


2007Gross revenues

$
33,624,148


$
15,009,100Sales promotion discounts


5,354,352



Net revenues


28,269,796



15,009,100Cost of sales


13,515,175



6,903,408Gross profit


14,754,621



8,105,692Operating expenses:Research and development


194,693



28,628Selling, general and administrative


11,249,991



9,869,48311,444,684



9,898,111Income (loss) from operations


3,309,937



(1,792,419
)Other income (expense):Other income (expense), net


19,984



(18,856
)Interest expense


(426,348
)


(377,379
)Total other expense, net


(406,364
)


(396,235
)Income (loss) before provision for income taxes


2,903,573



(2,188,654
)Provision for income taxes


1,723,513



163,100Net income (loss)


1,180,060



(2,351,754
)Other comprehensive gain:Foreign currency translation gain


1,375,023



1,090,157Comprehensive income (loss)

$
2,555,083


$
(1,261,597
)Basic income (loss) per common share

$
0.08


$
(0.20
)Diluted income (loss) per common share

$
0.07


$
(0.20
)Weighted average common shares outstanding  basic


15,608,697



11,718,586Weighted average common shares outstanding  diluted


18,337,162



11,718,586     41




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##### Table of Contents



AMDL,
    INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 For The
    Years Ended December 31, 2008 and 2007
  AccumulatedAdditional


Other





TotalCommon Stock


Preferred Stock


Paid-in


Comprehensive


Accumulated


StockholdersShares


Amount


Shares


Amount


Capital


Income (Loss)


Deficit


EquityBalance, January 1, 2007


10,095,697


$
10,096






$



$
47,209,931


$
(21,728
)

$
(34,535,143
)

$
12,663,156Common stock issued for cash, net of issuance costs of $1,543,780


4,038,128



4,038











9,985,759











9,989,797Exercise of warrants and options


155,703



156











418,541











418,697Common stock issued for consulting services


690,000



690











2,333,160











2,333,850Stock-based employee and director compensation


















1,507,310











1,507,310Estimated fair market value of warrants and options issued to
    third parties for services


















70,300











70,300Translation gain






















1,090,157







1,090,157Net loss


























(2,351,754
)


(2,351,754
)Balance, December 31, 2007


14,979,528



14,980











61,525,001



1,068,429



(36,886,897
)


25,721,513Beneficial conversion feature related to Convertible Debt


















2,635,000











2,635,000Common stock issued for cash, net of issuance costs of $142,729


323,626



323











856,948











857,271Exercise of warrants net of commissions of $29,600


252,733



253











559,277











559,530Common stock issued for consulting services


270,187



270











706,780











707,050Stock-based employee and director compensation


















1,034,175











1,034,175Estimated fair value of warrants issued to brokers and note
    holders for debt issuances


















768,604











768,604Estimated fair value of warrants and options issued to third
    parties for services


















106,626











106,626Translation gain






















1,375,023







1,375,023Net income


























1,180,060



1,180,060Balance, December 31, 2008


15,826,074


$
15,826






$



$
68,192,411


$
2,443,452


$
(35,706,837
)

$
34,944,852     42




---



##### Table of Contents



AMDL,
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007Cash flows from operating activities:Net income (loss)

$
1,180,060


$
(2,351,754
)Adjustments to reconcile net income (loss) to net cash used in
    operating activities:Depreciation and amortization


1,490,415



1,265,782Amortization of debt issuance costs


12,386



Fair market value of options granted to employees and directors
    for services


1,034,175



1,507,310Fair market value of common stock, warrants and options expensed
    for services


1,617,592



2,179,089Changes in operating assets and liabilities:Accounts receivable


(11,289,276
)


(986,262
)Related party account with Jade Capital


(47,375
)


Inventories


(1,013,658
)


(155,270
)Prepaid consulting, expenses and other assets


261,059



(1,600,348
)Accounts payable, accrued expenses, accrued salaries and wages
    and other long-term liabilities


1,569,046



(281,061
)Income taxes payable


686,957



59,332Deferred revenue


(172,405
)


238,939Net cash used in operating activities


(4,671,024
)


(124,243
)Cash flows from investing activities:Purchase of property and equipment


(1,507,476
)


(2,536,163
)Funds advanced to KangDa (Note 14)


(635,386
)


Repayment of funds from KangDa (Note 14)


655,471



Purchase of product licenses






(2,561,773
)Payments received from (cash invested in) notes receivable
    (Note 1)


159,859



(574,123
)Net cash used in investing activities


(1,327,532
)


(5,672,059
)Cash flows from financing activities:Payments on notes payable


(2,282,402
)


(135,215
)Proceeds from issuance of Convertible Debt, net of cash offering
    costs of $425,599


2,084,401



Proceeds from issuance of Senior Notes, net of cash offering
    costs of $220,786


856,714



Proceeds from issuance of common stock, net of cash offering
    costs of $142,729 and $1,543,780 in 2008 and 2007, respectively


857,271



9,989,797Proceeds from the exercise of warrants and options, net of
    commission and expenses of $29,600 in 2008 and $- in 2007


559,530



418,697Net cash provided by financing activities


2,075,514



10,273,279Effect of exchange rates on cash and cash equivalents


52,832



95,543Net change in cash and cash equivalents


(3,870,210
)


4,572,520Cash and cash equivalents, beginning of year


6,157,493



1,584,973Cash and cash equivalents, end of year

$
2,287,283


$
6,157,493      43




---



##### Table of Contents



NOTE 1 
    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
  Nature
    of Business
      Bio-Chemical over-the-counter
  Going
    Concern
    and/or
  and/or
     44




---



##### Table of Contents



and/or and/or
      Principles
    of Consolidation
    Reclassifications
    Revenue
    Recognition  Wholesale Sales
  Revenue Recognition in Financial Statements
   45




---



##### Table of Contents



No. 01-9, Accounting for Consideration Given by a Vendor to a Customer
    (Including a Reseller of the Vendors Products)
    No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross Versus Net Presentation)
  Revenue
    Recognition  Direct Distribution
    sub-operators sub-operators. sub-operators,
  Accounting
    for Shipping and Handling Revenue, Fees and Costs
  No. 00-10, Accounting for Shipping and Handling Fees and Costs.
  Other
    Comprehensive Income and Foreign Currency
    Translation
  Reporting Comprehensive Income
   46




---



##### Table of Contents



Research
    and Development
    Cash
    Equivalents
    Inventories
  first-in,
  Property
    and Equipment
    Buildings and improvements


5 to 30 yearsMachinery and equipment, including lab equipment


5 to 15 yearsOffice equipment


3 to 10 years     Intangible
    Assets
    Intellectual
    Property
    Production
    Rights
   47




---



##### Table of Contents



Land Use
    Rights
    Non-Compete
    Agreements
  5-year
  Customer
    Relationships
    Trade
    Name and Logo
    Notes
    Receivable
      Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  
    significant under performance relative to expected historical or
    projected future operating results;
    market projections for cancer research technology;
    its ability to obtain patents, including continuation patents,
    on technology;
    significant changes in its strategic business objectives and
    utilization of the assets; 48




---



##### Table of Contents




    significant negative industry or economic trends, including
    legal factors;
    potential for strategic partnerships for the development of its
    patented technology;
    changing or implementation of rules regarding manufacture or
    sale of pharmaceuticals in China; and
    ability to maintain Good Manufacturing Process (GMP)
    certifications.    Risks
    and Uncertainties
  Manufacturing
    and Distribution Operations in China
        Regulatory
    Environment
     49




---



##### Table of Contents



12-18 months.
        
    Compile technical file and prepare clinical protocol;
    Clinical trial preparation and design;
    Clinical trial supervision and monitoring;
    When appropriate, apply for SFDA approval.    Share-Based
    Compensation
    No. 96-18, Accounting for Equity Instruments that are Issued to Other
    than Employees for Acquiring, or in Conjunction with Selling
    Goods or Services, No. 00-18, Accounting Recognition for Certain Transactions Involving
    Equity Instruments Granted to Other than Employees.
  No. 00-18,
 50




---



##### Table of Contents



Share-Based Payment
  Basic
    and Diluted Income (Loss) Per Share
      2008


2007Numerator:Net income (loss)

$
1,180,060


$
(2,351,754
)Numerator for basic per share amounts  income
    available (loss attributable) to common stockholders

$
1,180,060


$
(2,351,754
)Interest on Convertible Debt


73,581



Numerator for diluted per share amounts

$
1,253,641


$
(2,351,754
)Denominator:Denominator for basic per share amounts 
    weighted-average shares


15,608,697



11,718,586Effect of dilutive securities:Options and warrants  dilutive potential common
    shares calculated using the treasury stock method


573,593



Incremental shares from assumed conversion 
    Convertible Debt


2,154,872



Denominator for diluted per share amounts


18,337,162



11,718,586Basic income (loss) per common share

$
0.08


$
(0.20
)Diluted income (loss) per common share

$
0.07


$
(0.20
)      51




---



##### Table of Contents



Income
    Taxes
  Accounting for Income Taxes.
      Use of
    Estimates
    Fair
    Value of Financial Instruments
    Derivative
    Financial Instruments
  Accounting for Derivative Instruments and Hedging Activities
  Advertising
    Costs
   52




---



##### Table of Contents



Concentrations
    of Credit Risk
  Cash
    Customers
        Supplemental
    Cash Flow Information
  2008


2007Supplemental disclosure of cash flow information:Cash paid during the period for interest

$
332,233


$
276,045Cash paid during the period for taxes

$
2,562,485


$
108,199Supplemental disclosure of non-cash activities:Fair market value of common stock recorded as prepaid consulting

$
527,801


$
1,893,600Fair value of warrants issued for services, included in prepaid
    expense

$
83,875


$
Derivative asset recorded in issuance of Convertible Debt

$
125,000


$
Broker warrants issued in connection with Convertible Debt

$
209,167


$
Broker and noteholder warrants issued in connection with Senior
    Debt

$
559,438


$
Receipt of machines as partial settlement of note receivable

$
472,451


$
Increase in debt and fixed assets due to purchase price
    adjustment

$



$
214,617  53




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Fair Value
    Measurements No. FAS 157-2 (FSP 157-2), Effective Date of FASB Statement No. 157 FSP 157-2
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  No. 07-1, Accounting for Collaborative Arrangements, (EITF 07-1) EITF 07-1 EITF 07-1; EITF 07-1
  Business Combinations Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51
  No. 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 Goodwill and Other Intangible
    Assets FSP 142-3 No. 142-3
  The
    Hierarchy of Generally Accepted Accounting Principles
 54




---



##### Table of Contents



The Meaning of Present Fairly in Conformity
    with Generally Accepted Accounting Principles
  No. 07-5, Determining Whether an Instrument (or an Embedded Feature) Is
    Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 EITF 07-5 EITF 07-5
  NOTE 2 
    INVENTORIES
    December 31,2008


2007Raw materials

$
846,084


$
620,128Work-in-process


68,084



17,331Finished goods


1,073,665



283,676$
1,987,833


$
921,135   NOTE 3 
    PROPERTY AND EQUIPMENT
    December 31,2008


2007Building and improvements

$
9,792,852


$
7,397,254Machinery and equipment


4,233,129



3,503,968Office equipment


431,049



164,467Lab equipment


12,372



12,371Construction in progress


1,229,319



1,791,31815,698,721



12,869,378Less accumulated depreciation


(2,246,474
)


(1,196,916
)$
13,452,247


$
11,672,462    55




---



##### Table of Contents



NOTE 4 
    INTANGIBLE ASSETS
    Effect ofGross





ForeignCarrying


Accumulated


CurrencyValue


Amortization


Translation


NetAssets subject to amortization:Intellectual property

$
2,000,000


$
(741,667
)

$



$
1,258,333Production rights


1,916,622



(318,986
)


154,007



1,751,643Land use rights


1,405,829



(102,963
)


209,839



1,512,705Non-compete agreements


324,415



(163,652
)


32,483



193,246Customer relationships


214,328



(77,904
)


26,569



162,993Trade name and logo


530,829



(129,041
)


78,055



479,843$
6,392,023


$
(1,534,213
)

$
500,953


$
5,358,763     Effect ofGross





ForeignCarrying


Accumulated


CurrencyValue


Amortization


Translation


NetAssets subject to amortization:Intellectual property

$
2,000,000


$
(641,667
)

$



$
1,358,333Production rights


1,916,622



(113,985
)


38,725



1,841,362Land use rights


1,405,829



(49,304
)


111,645



1,468,170Non-compete agreements


324,415



(90,269
)


17,488



251,634Customer relationships


214,328



(42,960
)


15,153



186,521Trade name and logo


530,829



(67,888
)


46,351



509,292$
6,392,023


$
(1,006,073
)

$
229,362


$
5,615,312     Years Ending December 31,2009

$
529,6842010


529,6842011


499,3612012


455,1532013


446,280      56




---



##### Table of Contents



NOTE 5 
    PREPAID EXPENSES, OTHER CURRENT ASSETS, AND OTHER
    ASSETS
    December 31,2008


2007Material deposits

$
627,390


$
617,661Other receivables






498,726Due from related parties


10,569



9,764Current deferred tax asset


92,798



Other


266,841



122,486$
997,598


$
1,248,637     December 31,2008


2007Deposits, primarily product licenses

$
3,000,354


$
2,827,526Debt issuance costs (Note 7)


906,408



Convertible Debt derivative (Note 7)


125,000



Refundable deposits


40,670



22,900$
4,072,432


$
2,850,426     NOTE 6 
    INCOME TAXES
    2008


2007Current:Federal

$



$
State


1,000



1,000Foreign


1,815,000



162,000Total current


1,816,000



163,000Deferred:Foreign


(92,000
)


Provision for income taxes

$
1,724,000


$
163,000     2008


2007United States

$
(9,794,491
)

$
(7,470,450
)Foreign


12,698,064



5,281,796$
2,903,573


$
(2,188,654
)  57




---



##### Table of Contents



2008


2007Computed tax benefit at federal statutory rate

$
987,000


$
(744,000
)State income tax benefit, net of federal benefit


1,000



1,000Foreign earnings taxed at different rates


(2,609,000
)


(1,639,000
)Stock issuances


640,000



718,000Valuation allowance on federal tax benefit


2,685,000



1,609,000Other


20,000



218,000$
1,724,000


$
163,000     December 31,2008


2007Deferred tax asset:Net operating loss carryforwards

$
13,288,000


$
11,685,000Expenses recognized for granting of options and warrants


2,036,000



1,752,000Tax credit carryforwards


216,000



206,000Other temporary differences


408,000



Total gross deferred tax asset


15,948,000



13,643,000Valuation allowance


(15,663,000
)


(13,450,000
)Net deferred tax asset


285,000



193,000Deferred tax liabilities:Depreciation


(193,000
)


(193,000
)Total deferred tax liabilities


(193,000
)


(193,000
)Net deferred tax asset

$
92,000


$
      58




---



##### Table of Contents



non-U.S. subsidiaries
      2008


2007Unrecognized Tax Benefits:Balance at beginning of year

$
123,000


$
Increases for tax positions taken during the current period


10,000



123,000Decrease for tax positions taken in prior years, net


(81,000
)


Balance at end of year

$
52,000


$
123,000     Value
    Added Tax Payable
   59




---



##### Table of Contents



NOTE 7 
    NOTES PAYABLE
    December 31,2008


2007Convertible Debt, net of unamortized discount, inclusive of
    bonus interest, of $3,762,000 and $0 at December 31, 2008
    and 2007, respectively

$



$
Senior Notes payable, net of unamortized discount of $496,195
    and $0 at December 31, 2008 and 2007, respectively


581,305



Bank debt


3,128,765



5,159,939$
3,710,070


$
5,159,939   Convertible
    Debt
    lock-up
    No. 98-5, Accounting for Convertible Securities with Beneficial
    Conversion Features or Contingently Adjustable Conversion Ratios No. 00-27, Application of Issue
    No. 98-5
    to Certain Convertible Instruments
 60




---



##### Table of Contents



Senior
    Notes Payable
  st st
    Form S-3 EITF 00-19-2 Accounting for Registration Payment Arrangements.
  Bank
    Debt
   61




---



##### Table of Contents



Debt
    Repayment Obligations
    2009

$
3,128,7652010


4,842,500$
7,971,265   NOTE 8 
    EMPLOYMENT CONTRACT TERMINATION LIABILITY
  Accounting for Costs Associated with Exit or Disposal
    Activities
  NOTE 9 
    COMMITMENTS AND CONTINGENCIES
  Operating
    Leases
     62




---



##### Table of Contents



Litigation
          Production
    License Acquisition Agreements
    Licensing
    Agreements
    Contingent
    Issuance of Shares  Acquisition of JPI
   63




---



##### Table of Contents



Indemnities
    and Guarantees
    Tax
    Matters
    Change
    in Control Severance Plan
  90-day and/or
  NOTE 10 
    SHARE-BASED COMPENSATION
   64




---



##### Table of Contents



Summary
    of Assumptions and Activity
   65




---



##### Table of Contents



2008


2007Expected volatility


111
%


353
%Expected term


5 years



5 yearsRisk-free interest rate


2.48
%


4.92
%Dividend yield



%



%            66




---



##### Table of Contents



2008


2007Weighted





WeightedAverage





AverageExercise





ExerciseOptions


Price


Options


PriceOutstanding and exercisable, beginning of year


2,093,236


$
3.97



2,062,637


$
3.97Granted


850,000



3.45



437,000



4.06Expired/forfeited


(186,238
)


4.81



(293,401
)


5.01Exercised










(113,000
)


2.40Outstanding and expected to vest, end of year


2,757,001


$
3.75



2,093,236


$
3.97Exercisable, end of year


2,444,918


$
3.79



2,093,236


$
3.97     NOTE 11 
    STOCK WARRANTS
                   67




---



##### Table of Contents



2008


2007Weighted





WeightedAverage





AverageExercise





ExerciseWarrants


Price


Warrants


PriceOutstanding and exercisable, beginning of year


4,528,668


$
3.98



2,627,992


$
4.22Issued


1,469,180



1.91



2,447,878



4.20Expired/forfeited


(492,416
)


5.00



(504,499
)


6.38Exercised


(252,733
)


2.34



(42,703
)


3.45Outstanding and exercisable, end of year


5,252,699


$
3.38



4,528,668


$
3.98     WeightedAverageNumber of


RemainingWarrant


ContractualExercise Price

Shares


Life (Years)$5.51


367,137



1.0$4.74


1,366,319



3.0$3.68


1,199,382



1.8$3.50


150,000



5.0$2.78


1,012,495



0.3$2.69


209,166



4.7$1.00


948,200



4.95,252,699



2.5     NOTE 12 
    STOCKHOLDERS EQUITY
  Preferred
    Stock
    Common
    Stock
    Cash
    Equity Financing Activities
   68




---



##### Table of Contents



non-U.S. persons.
  April
    2007 Offering
        December
    2007 Offering
         69




---



##### Table of Contents



Convertible
    Debt
    Senior
    Notes  Warrants
    Non-Cash
    Equity Financing Activities
             70




---



##### Table of Contents



EITF 96-18, Accounting for Equity Instruments that are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services (EITF 96-18),
   71




---



##### Table of Contents



ten-day
  EITF 96-18,
    NOTE 13 
    SEGMENT REPORTING
  Disclosures
    about Segments of an Enterprise and Related Information.
      China-Wholesale


China-Direct


Corporate


TotalNet revenue

$
28,017,170


$
172,404


$
80,222


$
28,269,796Gross profit

$
14,522,612


$
172,404


$
59,605


$
14,754,621Depreciation

$
937,885


$



$
24,190


$
962,075Amortization

$
428,340


$



$
100,000


$
528,340Interest expense

$
325,787


$



$
100,561


$
426,348Net income (loss)

$
10,802,947


$
172,404


$
(9,795,291
)

$
1,180,060Identifiable assets

$
39,028,896


$



$
3,723,335


$
42,752,231Capital expenditures

$
1,302,038


$



$
205,438


$
1,507,476  72




---



##### Table of Contents



China-Wholesale


China-Direct


Corporate


TotalNet revenue

$
14,813,299


$
80,000


$
115,801


$
15,009,100Gross profit

$
7,929,280


$
80,000


$
96,412


$
8,105,692Depreciation

$
821,129


$



$
7,400


$
828,529Amortization

$
337,273


$



$
100,000


$
437,273Interest expense

$
373,508


$



$
3,871


$
377,379Net income (loss)

$
5,039,496


$
80,000


$
(7,471,250
)

$
(2,351,754
)Identifiable assets

$
24,287,399


$
574,123


$
8,005,656


$
32,867,178Capital expenditures

$
2,536,163


$



$



$
2,536,163   NOTE 14 
    RELATED PARTY TRANSACTIONS
      NOTE 15 
    SUBSEQUENT EVENTS (Unaudited)
  2008-2009
         73




---



##### Table of Contents



74




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Managements
    Report on Internal Control Over Financial Reporting
    
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with accounting principles generally accepted in the
    United States and that our receipts and expenditures are being
    made only in accordance with authorizations of our management
    and directors; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition or disposition of our
    assets that could have a material effect on the financial
    statements.  Internal Control  Integrated
    Framework
     75




---



##### Table of Contents



Remediation
    of Material Weakness
                Inherent
    Limitations Over Internal Controls
   76




---



##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers, Promoters, Control Persons and Corporate
    Governance; Compliance with Section 16 (a) of the
    Exchange Act    Year FirstName

Age

Elected

Position(s)Douglas C. MacLellan


53



1991


Executive Chairman and Chief Executive OfficerMichael Boswell


40



2008


DirectorWilliam M. Thompson III, M.D.


82



1989


DirectorEdward R. Arquilla, M.D., Ph.D.


87



1997


DirectorMinghui Jia


49



2006


Director   Mr. MacLellan
 77




---



##### Table of Contents



Mr. Boswell start-up,
  Dr. Thompson 1992-1994. 25-year
  Dr. Arquilla
  Mr. Minghui Jia
  Communications
    with Directors
   78




---



##### Table of Contents



http://www.amdl.com,
  Board of
    Directors Meetings
    Audit
    Committee
    Executive
    Officers
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics for Financial Professionals
  .
  Item 11.
    Executive
    Compensation  All OtherSalary

Bonus

Option

CompensationName and Position(4)

Year

($)

($)

Awards(1)

($)

TotalGary L. Dreher,


2008


$
541,667


$
100,000


$
500,420


$
164,815
(2)(3)

$
1,306,902President and CEO


2007


$
457,896


$
90,000


$
607,160


$
61,337
(2)

$
1,216,393Frank Zheng


2008


$
360,000


$
85,000


$
48,958






$
493,9582007


$
204,000














$
204,000Minghui Jia


2008


$
240,000


$
85,000


$
48,958






$
373,9582007


$
156,000














$
156,000  79




---



##### Table of Contents



(1)
    
    The value of option awards included in this column represents
    the compensation costs recognized by the Company in fiscal year
    2008 and 2007 for option awards made or modified in 2008 and
    2007 calculated pursuant to SFAS No. 123(R). The
    values included within this column have not been, and may never
    be realized. The options might never be exercised and the value
    received by the executive officer or the Chief Financial
    Officer, if any, will depend on the share price on the exercise
    date. The assumptions used by the Company with respect to the
    valuation of the option awards are set forth in the Notes to our
    Consolidated Financial Statements, which are included in our
    Form 10-K.
    There were no forfeitures during the year.(2)
    
    Mr. Drehers perquisites and other personal benefits
    include certain amounts for life insurance, car allowance and
    membership dues aggregate $14,815.(3)
    
    Effective as of October 31, 2008, Mr. Dreher resigned
    and his compensation as an executive officer ceased as of such
    date. He received $125,000 upon the effective date of his
    Severance Agreement, and the Company paid $25,000 of his legal
    expenses. In addition we agreed to pay Mr. Dreher $540,000
    in monthly installments of $18,000, commencing January 31,
    2009 for consulting services, as well as continuation of certain
    insurance coverages.(4)
    
    Excludes any compensation payable to Mr. MacLellan who
    replaced Mr. Dreher as our President and Chief Executive
    Officer in November 2008,  Employment
    Agreements
    seven-day
       80




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year End
  Option AwardsEquity IncentivePlan Awards:Number of


Number of


Number ofSecurities


Securities


SecuritiesUnderlying


Underlying


UnderlyingUnexercised


Unexercised


Unexercised


Option


OptionOptions (#)


Options (#)


Unearned


Exercise


ExpirationName of Person

Exercisable


Unexerciseable


Options (#)


Price ($/Sh)


DateGary L. Dreher,


60,000



0



0



2.85



2/27/11President and CEO


200,000



0



0



3.70



10/08/11172,000



0



0



4.06



5/31/1260,000



0



0



4.15



6/30/0950,000



0



0



4.65



10/06/09140,000



0



0



6.15



2/23/09300,000



0



0



3.45



3/3/13Frank Zheng


220,000



0



0



2.95



9/28/0920,833



29,167



0



3.45



3/3//13Minghui Jia


220,000



0



0



2.95



9/28/0920,833



29,167



0



3.45



3/3/13   Change in
    Control Severance Pay Plan
    90-day and/or
          2008-2009
    Performance and Equity Incentive Plan
  2008-2009
 81




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##### Table of Contents



Director
    Compensation
 NonqualifiedDeferredFees Earned or


Option


Compensation


All OtherName of Person

Paid in Cash ($)


Awards(1)


Earnings


Compensation


TotalWilliam M. Thompson III

$
130,000


$
48,958



-0-



-0-


$
178,958Gary L. Dreher

$
0


$
0



-0-



-0-


$
0Douglas C. MacLellan

$
255,000


$
195,833



-0-



-0-


$
450,833Edward R. Arquilla

$
62,500


$
19,583



-0-



-0-


$
82,083Minghui Jia

$
0


$
0



-0-



-0-


$
0Michael Boswell

$
10,000


$
0



-0-



-0-


$
10,000     (1)
    
    The value of option awards included in this column represents
    the compensation costs recognized by us in fiscal year 2008 for
    option awards made in 2008 calculated pursuant to
    SFAS No. 123(R). The values included within this
    column have not been, and may never be realized. The options
    might never be exercised and the value received by the director,
    if any, will depend on the share price on the exercise date. The
    assumptions used by us with respect to the valuation of the
    option awards are set forth in the Notes to our Consolidated
    Financial Statements, which are included in this
    Form 10-K.     82




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    Compensation Plan Information
  Number of SecuritiesNumber of





Remaining AvailableSecurities to be


Weighted-Average


for Future IssuanceIssued Upon Exercise of


Exercise Price of


Under Equity CompensationOutstanding Options,


Outstanding Options,


Plans (Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved by security holders


2,257,001


$
3.93



965,489Equity compensations plans not approved by security holders


168,750



3.52



0Total


2,425,751


$
3.90



965,489   Stock
    Ownership of Certain Beneficial Owners and Management
    Number of


PercentageName and Address(1)

Shares*


OwnedDouglas C. MacLellan


477,000
(2)


3
%Akio Ariura


140,000
(3)


0.8
%William M. Thompson III, M.D.


231,000
(4)


1.3
%408 Town Square LaneHuntington Beach, CA 92648Edward R. Arquilla, M.D., Ph.D.


111,000
(5)


0.6
%Department of PathologyUniversity of California  IrvineIrvine, CA 92697Minghui Jia


1,843,672
(6)


10.6
%Room 2502 Shun Hing Square5002 Shennan Ave LuoHuShenzhen China 518008Fang Zheng


1,842,672
(7)


10.6
%Room 2502 Shun Hing Square5002 Shennan Ave LuoHuShenzhen China 518008Jade Capital Group


972,672
(8)


5.4
%Room 2502 Shun Hing Square5002 Shennan Ave LuoHuShenzhen China 518008Mike Boswell


0
(9)


0
%400 Professional DriveSuite 310Gaithersburg, MD 20879Gary L. Dreher


982,000
(10)


7.0
%6301 Acacia Hill Dr.Yorba Linda, CA 92886All Directors and Officers as a group (8 persons)


6,600,016



17.5
%  83




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##### Table of Contents



*
    
    Does not include any shares which may be earned under the
    2008-2009 Performance and Equity Plan, which are subject to
    shareholder approval if earned.(1)
    
    Unless otherwise indicated, address is 2492 Walnut Avenue, Suite
    100, Tustin, California, 92780.(2)
    
    Includes 36,000 shares of common stock issuable upon the
    exercise of options at $2.85 per share, 11,000 shares of
    common stock issuable upon the exercise of options at $4.65 per
    share, 20,000 shares of common stock issuable upon the
    exercise of options at $6.15 per share, 120,000 shares of
    common stock issuable upon the exercise of options at $3.70 per
    share, 90,000 shares of common stock issuable upon the
    exercise of options at $4.06 per share and 200,000 shares
    of common stock issuable upon the exercise of options at $3.45
    per share.(3)
    
    Includes 40,000 shares of common stock issuable on exercise
    of options at $3.70 per share, 50,000 shares of common
    stock issuable on exercise of options at $4.06 per share and
    50,000 shares of common stock issuable on exercise of
    options at $3.45 per share.(4)
    
    Includes 30,000 shares of common stock issuable upon the
    exercise of options at $2.85 per share, 11,000 shares of
    common stock issuable upon the exercise of options at $4.65 per
    share, 40,000 shares of common stock issuable upon the
    exercise of options at $6.15 per share, 50,000 shares of
    common stock issuable upon the exercise of options at $3.70 per
    share, 50,000 shares of common stock issuable upon the
    exercise of options at $4.06 per share and 50,000 of common
    stock issuable upon exercise of options at $3.45 per share.
    Excludes 40,000 shares of common stock subject to
    stockholder approval granted January 9, 2009.(5)
    
    Includes 20,000 shares of common stock issuable upon the
    exercise of options at $2.85 per share, 11,000 shares of
    common stock issuable upon the exercise of options at $4.65 per
    share, 20,000 shares of common stock issuable upon the
    exercise of options at $6.15 per share, 20,000 shares of
    common stock issuable upon the exercise of options at $3.70 per
    share, 20,000 shares of common stock issuable upon the
    exercise of options at $4.06 per share and 20,000 shares of
    common stock issuable upon exercise of options at $3.45 per
    share. Excludes 40,000 shares of common stock subject to
    stockholder approval granted January 9, 2009.(6)
    
    Includes 972,672 shares held in the name of Jade Capital
    Group Limited of which Mr. Jia is a director and principal
    stockholder, options to purchase 220,000 shares of common
    stock exercisable at $2.95 per share and 50,000 shares of
    common stock exercisable at $3.45 per share.(7)
    
    Includes 972,672 shares held in the name of Jade Capital
    Group Limited of which Mr. Zheng is a director and
    principal stockholder, options to purchase 220,000 shares
    of common stock exercisable at $2.95 per share and
    50,000 shares of common stock exercisable at $3.45 per
    share.(8)
    
    Includes 100,000 shares held in escrow held by a third
    party for the issuance by the SFDA of a permit or the equivalent
    regulatory approval for the Company to sell and distribute DR-70
    in the PRC. Amendment No. 3 to the Escrow agreement was
    executed on March 24 2009 extending the required approval date
    to March 28, 2010.(9)
    
    Excludes 40,000 shares of common stock subject to
    stockholder approval granted January 9, 2009.(10)
    
    Includes 60,000 shares of common stock issuable upon the
    exercise of options at $2.85 per share, 50,000 shares of
    common stock issuable upon the exercise of options at $4.65 per
    share, per share, 140,000 shares of common stock issuable
    upon the exercise of options at $6.15 per share,
    60,000 shares of common stock issuable upon the exercise of
    options at $4.15 per share, 200,000 shares of common stock
    issuable upon the exercise of options at $3.70 per share,
    172,000 shares of common stock issuable upon the exercise
    of options at $4.06 per share and 300,000 shares of common
    stock issuable upon exercise of options at $3.45 per share.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence     84




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Services Provided

2008


2007Audit Fees

$
430,000


$
345,000Audit Related Fees


41,000



27,000Tax Fees






All Other FeesTotal

$
471,000


$
372,000   Audit Fees.
  Audit Related Fees.
  Tax Fees.
  All Other Fees. (Forms S-3).
  Audit
    Committee Pre-Approval Policies and Procedures
   PART IV Item 15.  Exhibits,
    Financial Statement Schedules  Form 10-K:
  (1)
    The financial statements required to be included in this Annual
    Report on
    Form 10-K
    are included in Item 8 of this Report.      ExhibitNumber

Description:3
.1

Certificate of Incorporation of Registrant. (Incorporated by
    reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1989.)3
.2

Bylaws of the Company. (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1991.)3
.3

Certificate of Amendment of Certificate of Incorporation.
    (Incorporated by reference to the Companys Report on
    Form 10-QSB
    for the period ended September 30, 1998.) 85




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##### Table of Contents



ExhibitNumber

Description:3
.4

Certificate of Amendment of Certificate of Incorporation filed
    with the Delaware Secretary of State on September 8, 2006.
    (Incorporated by reference to the Companys definitive
    Proxy Statement dated July 14, 2006.)3
.5

Specimen of Common Stock Certificate. (Incorporated by reference
    to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)3
.6

Certificate of Designations. (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)9
.1

Voting Trust Agreement by and between Jeanne Lai and Gary
    L. Dreher, as Co-Trustees, and Chinese Universal Technologies
    Co., Ltd. (Incorporated by reference to the Companys
    Report on
    Form 8-K
    dated December 26, 2000.)10
.1

Amendments to License Agreement between the Company and AMDL
    Canada, Inc., dated September 20, 1989, June 16, 1990
    and July 5, 1990. (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1990.)10
.2

The Companys 1992 Stock Option Plan. (Incorporated by
    reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1991.)10
.3

Operating Agreement of ICD, L.L.C. (Incorporated by reference to
    the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1993.)10
.4

Letter Agreement between the Company and BrianaBio-Tech, Inc.
    and AMDL Canada, Inc., dated February 7, 1995 (Incorporated
    by reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1993.)10
.5

The Companys Stock Bonus Plan (Incorporated by reference
    to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1995.)10
.6

Employment Agreement between the Company and Gary L. Dreher
    dated January 15, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1997.)10
.7

Salary Continuation Agreement between the Company and That T.
    Ngo, Ph.D., dated May 21, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.8

Salary Continuation Agreement between the Company and Thomas V.
    Tilton dated May 21, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.9

Salary Continuation Agreement between the Company and Harry Berk
    dated May 21, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.1

Salary Continuation Agreement between the Company and Gary L.
    Dreher dated May 21, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.11

Agreement between the Company and William M.
    Thompson, M.D., dated May 21, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.12

Amendment No. 1 to Employment Agreement with That T.
    Ngo, Ph.D., dated July 1, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.13

Agreement Relating to Salary deferral between the Company and
    Thomas V. Tilton dated July 1, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.14

Agreement Relating to Salary deferral between the Company and
    Harry Berk dated July 1, 1998 (Incorporated by reference to
    the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.15

Securities Purchase Agreement between the Company and the
    Purchasers listed on the Purchaser Signature Pages attached
    thereto, dated February 17, 1999. (Incorporated by
    reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.16

The Companys 1999 Stock Option Plan (Incorporated by
    reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.) 86




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##### Table of Contents



ExhibitNumber

Description:10
.17

Agreement Regarding Cancellation of Indebtedness between the
    Company and William M. Thompson, III, M.D., dated
    July 1, 1999 (Incorporated by reference to the
    Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.18

Agreement Regarding Cancellation of Indebtedness between the
    Company and Harry Berk dated July 1, 1999 (Incorporated by
    reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.19

Agreement Regarding Cancellation of Indebtedness between the
    Company and Edward Arquilla, M.D., dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.20

Agreement Regarding Cancellation of Indebtedness between the
    Company and Thomas V. Tilton dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.21

Agreement Regarding Cancellation of Indebtedness between the
    Company and Donald Rounds, dated July 1, 1999 (Incorporated
    by reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.22

Agreement Regarding Cancellation of Indebtedness between the
    Company and That T. Ngo, Ph.D., dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.23

Agreement Regarding Cancellation of Indebtedness between the
    Company and Gary L. Dreher dated July 1, 1999 (Incorporated
    by reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.24

Agreement Regarding Cancellation of Indebtedness between the
    Company and Douglas C. MacLellan dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.25

Employment Agreement of Gary L. Dreher dated November 23,
    1999 (Incorporated by reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)10
.26

Consulting Agreement with That T. Ngo dated October 1, 1999
    (Incorporated by reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)10
.27

Securities Purchase Agreement between the Company and the
    Purchasers listed on the Purchaser Signature Pages attached
    thereto dated February 9, 2000 (Incorporated by reference
    to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)10
.28

Securities Purchase Agreement dated as of December 14, 2000
    executed December 19, 2000 (Incorporated by reference to
    the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.29

Secured Promissory Note dated December 14, 2000, effective
    December 19, 2000 (Incorporated by reference to the
    Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.30

Security and Pledge Agreement dated as of December 14,
    2000, executed December 19, 2000 (Incorporated by reference
    to the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.31

Voting Trust Agreement dated as of December 14, 2000,
    executed December 19, 2000. (Incorporated by reference to
    the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.32

Exclusive Distribution Agreement dated December 14, 2000,
    effective December 19, 2000. (Incorporated by reference to
    the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.33

Technology Transfer Agreement effective July 30, 2001
    between the Company and Lung-Ji Chang, Ph.D. (Incorporated
    by reference from the Companys Report on
    Form 8-K
    dated August 31, 2001.)10
.34

Executive Management Change in Control Severance Plan.
    (Incorporated by reference from the Companys Report on
    Form 10-KSB
    for the year ended December 31, 2001.)10
.35

The Companys 2002 Stock Option Plan. (Incorporated by
    reference from the Companys Report on
    Form 10-KSB
    for the year ended December 31, 2002.)10
.36

The Companys 2004 Stock Option Plan. (Incorporated by
    reference from the Companys Report on
    Form 10-KSB
    for the year ended December 31, 2004.) 87




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##### Table of Contents



ExhibitNumber

Description:10
.37

Employment Agreement of Gary L. Dreher dated January 31,
    2005. (Incorporated by reference from the Companys
    Form 8-K
    filed February 1, 2005.)10
.38

Letter of Intent with Jade Capital Group Ltd. dated
    November 21, 2005. (Incorporated by reference from the
    Companys
    Form 8-K
    filed November 22, 2005.)10
.39

Stock Purchase and Sale Agreement between the Company and Jade
    Capital Group Limited dated May 12, 2006 and First
    Amendment to Purchase and Sale Agreement dated June 30,
    2006. (Incorporated by reference from the Companys
    definitive Proxy Statement dated July 14, 2006.)10
.40

2006 Equity Incentive Plan. (Incorporated by reference from the
    Companys definitive Proxy Statement dated July 14,
    2006.)10
.41

Escrow Agreement between the Company and Jade Capital Group
    Limited (dated as of the closing on September 28, 2006.
    (Incorporated by reference from the Companys definitive
    Proxy Statement dated July 14, 2006.)10
.42

Opinion of Amaroq Capital, LLC dated May 9, 2006.
    (Incorporated by reference from the Companys definitive
    Proxy Statement dated July 14, 2006.)10
.43

Amendment No. 1 to Escrow Agreement dated August 10,
    2007. (Incorporated by reference from the Companys
    Form 10-K
    filed10
.44

Amendment No 2 to Escrow Agreement dated March 11, 2007
    (Filed herewith.)10
.45

Employment Agreement of Gary L. Dreher dated March 31,
    2008. (Previously filed)10
.46

Change in Control Severance Pay Plan. (Previously filed)10
.47

Product License, Distribution and Manufacturing Agreement with
    MGI dated March 28, 2008. (Incorporated by reference from
    the Companys
    Form 8-K
    filed April 2, 2008.)10
.48

2008-2009
    Performance Incentive Plan (Incorporated from the Companys
    Form 8-K
    filed January 9, 2009)10
.49

Amendment No. 3 to Escrow Agreement dated March 24,
    2008 (Filed herewith.)21
.1

Subsidiaries of AMDL, Inc. include Jade Pharmaceutical Inc., a
    British Virgin Islands corporation, Jiangxi Jiezhong
    Bio-Chemical Pharmacy Company Limited, a China WFOE, Yangbian
    Yiqiao Bio-Chemical Pharmacy Company Limited, a China WFOE, and
    AMDL Diagnostics, Inc, a United States corporation.23
.1

Consent of KMJ Corbin & Company LLP. (Filed herewith.)24
.1

Power of Attorney. (Included on signature page.)31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)32
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. § 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)32
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. § 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)  88




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##### Table of Contents



SIGNATURES      By:
    /s/  Douglas
    C. MacLellan     POWER OF
    ATTORNEY
  Form 10-K
    Signature

Title

Date/s/  Douglas
    C. MacLellanDOUGLAS
    C. MACLELLAN

President, Chief Executive Officer, and Director (Principal
    Executive Officer)

April 15, 2009/s/  Akio
    AriuraAKIO
    ARIURA

Chief Operating Officer, Chief Financial Officer and Secretary
    (Principal Financial Officer and Principal Accounting Officer)

April 15, 2009/s/  Edward
    R. ArquillaEDWARD
    R. ARQUILLA

Director

April 15, 2009/s/  Michael
    BoswellMICHAEL
    BOSWELL

Director

April 15, 2009/s/  Minghui
    JiaMINGHUI
    JIA

Director

April 15, 2009/s/  William
    M. Thompson IIIWILLIAM
    M. THOMPSON III

Director

April 15, 2009  89




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description:3
.1

Certificate of Incorporation of Registrant. (Incorporated by
    reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1989.)3
.2

Bylaws of the Company. (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1991.)3
.3

Certificate of Amendment of Certificate of Incorporation.
    (Incorporated by reference to the Companys Report on
    Form 10-QSB
    for the period ended September 30, 1998.)3
.4

Certificate of Amendment of Certificate of Incorporation filed
    with the Delaware Secretary of State on September 8, 2006.
    (Incorporated by reference to the Companys definitive
    Proxy Statement dated July 14, 2006.)3
.5

Specimen of Common Stock Certificate. (Incorporated by reference
    to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)3
.6

Certificate of Designations. (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)9
.1

Voting Trust Agreement by and between Jeanne Lai and Gary
    L. Dreher, as Co-Trustees, and Chinese Universal Technologies
    Co., Ltd. (Incorporated by reference to the Companys
    Report on
    Form 8-K
    dated December 26, 2000.)10
.1

Amendments to License Agreement between the Company and AMDL
    Canada, Inc., dated September 20, 1989, June 16, 1990
    and July 5, 1990. (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1990.)10
.2

The Companys 1992 Stock Option Plan. (Incorporated by
    reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1991.)10
.3

Operating Agreement of ICD, L.L.C. (Incorporated by reference to
    the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1993.)10
.4

Letter Agreement between the Company and BrianaBio-Tech, Inc.
    and AMDL Canada, Inc., dated February 7, 1995 (Incorporated
    by reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1993.)10
.5

The Companys Stock Bonus Plan (Incorporated by reference
    to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1995.)10
.6

Employment Agreement between the Company and Gary L. Dreher
    dated January 15, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-KSB
    for the year ended December 31, 1997.)10
.7

Salary Continuation Agreement between the Company and That T.
    Ngo, Ph.D., dated May 21, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.8

Salary Continuation Agreement between the Company and Thomas V.
    Tilton dated May 21, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.9

Salary Continuation Agreement between the Company and Harry Berk
    dated May 21, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.1

Salary Continuation Agreement between the Company and Gary L.
    Dreher dated May 21, 1998 (Incorporated by reference to the
    Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.11

Agreement between the Company and William M.
    Thompson, M.D., dated May 21, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.12

Amendment No. 1 to Employment Agreement with That T.
    Ngo, Ph.D., dated July 1, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.13

Agreement Relating to Salary deferral between the Company and
    Thomas V. Tilton dated July 1, 1998 (Incorporated by
    reference to the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)10
.14

Agreement Relating to Salary deferral between the Company and
    Harry Berk dated July 1, 1998 (Incorporated by reference to
    the Companys Report on
    Form 10-QSB
    for the period ended June 30, 1998.)




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##### Table of Contents



ExhibitNumber

Description:10
.15

Securities Purchase Agreement between the Company and the
    Purchasers listed on the Purchaser Signature Pages attached
    thereto, dated February 17, 1999. (Incorporated by
    reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.16

The Companys 1999 Stock Option Plan (Incorporated by
    reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.17

Agreement Regarding Cancellation of Indebtedness between the
    Company and William M. Thompson, III, M.D., dated
    July 1, 1999 (Incorporated by reference to the
    Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.18

Agreement Regarding Cancellation of Indebtedness between the
    Company and Harry Berk dated July 1, 1999 (Incorporated by
    reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.19

Agreement Regarding Cancellation of Indebtedness between the
    Company and Edward Arquilla, M.D., dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.20

Agreement Regarding Cancellation of Indebtedness between the
    Company and Thomas V. Tilton dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.21

Agreement Regarding Cancellation of Indebtedness between the
    Company and Donald Rounds, dated July 1, 1999 (Incorporated
    by reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.22

Agreement Regarding Cancellation of Indebtedness between the
    Company and That T. Ngo, Ph.D., dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.23

Agreement Regarding Cancellation of Indebtedness between the
    Company and Gary L. Dreher dated July 1, 1999 (Incorporated
    by reference to the Companys Registration Statement on
    Form 10-SB
    dated October 15, 1999.)10
.24

Agreement Regarding Cancellation of Indebtedness between the
    Company and Douglas C. MacLellan dated July 1, 1999
    (Incorporated by reference to the Companys Registration
    Statement on
    Form 10-SB
    dated October 15, 1999.)10
.25

Employment Agreement of Gary L. Dreher dated November 23,
    1999 (Incorporated by reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)10
.26

Consulting Agreement with That T. Ngo dated October 1, 1999
    (Incorporated by reference to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)10
.27

Securities Purchase Agreement between the Company and the
    Purchasers listed on the Purchaser Signature Pages attached
    thereto dated February 9, 2000 (Incorporated by reference
    to the Companys Report on
    Form 10-KSB
    for the year ended December 31, 1999.)10
.28

Securities Purchase Agreement dated as of December 14, 2000
    executed December 19, 2000 (Incorporated by reference to
    the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.29

Secured Promissory Note dated December 14, 2000, effective
    December 19, 2000 (Incorporated by reference to the
    Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.30

Security and Pledge Agreement dated as of December 14,
    2000, executed December 19, 2000 (Incorporated by reference
    to the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.31

Voting Trust Agreement dated as of December 14, 2000,
    executed December 19, 2000. (Incorporated by reference to
    the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.32

Exclusive Distribution Agreement dated December 14, 2000,
    effective December 19, 2000. (Incorporated by reference to
    the Companys Report on
    Form 8-K
    dated December 26, 2000.)10
.33

Technology Transfer Agreement effective July 30, 2001
    between the Company and Lung-Ji Chang, Ph.D. (Incorporated
    by reference from the Companys Report on
    Form 8-K
    dated August 31, 2001.)10
.34

Executive Management Change in Control Severance Plan.
    (Incorporated by reference from the Companys Report on
    Form 10-KSB
    for the year ended December 31, 2001.)10
.35

The Companys 2002 Stock Option Plan. (Incorporated by
    reference from the Companys Report on
    Form 10-KSB
    for the year ended December 31, 2002.)




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##### Table of Contents



ExhibitNumber

Description:10
.36

The Companys 2004 Stock Option Plan. (Incorporated by
    reference from the Companys Report on
    Form 10-KSB
    for the year ended December 31, 2004.)10
.37

Employment Agreement of Gary L. Dreher dated January 31,
    2005. (Incorporated by reference from the Companys
    Form 8-K
    filed February 1, 2005.)10
.38

Letter of Intent with Jade Capital Group Ltd. dated
    November 21, 2005. (Incorporated by reference from the
    Companys
    Form 8-K
    filed November 22, 2005.)10
.39

Stock Purchase and Sale Agreement between the Company and Jade
    Capital Group Limited dated May 12, 2006 and First
    Amendment to Purchase and Sale Agreement dated June 30,
    2006. (Incorporated by reference from the Companys
    definitive Proxy Statement dated July 14, 2006.)10
.40

2006 Equity Incentive Plan. (Incorporated by reference from the
    Companys definitive Proxy Statement dated July 14,
    2006.)10
.41

Escrow Agreement between the Company and Jade Capital Group
    Limited (dated as of the closing on September 28, 2006.
    (Incorporated by reference from the Companys definitive
    Proxy Statement dated July 14, 2006.)10
.42

Opinion of Amaroq Capital, LLC dated May 9, 2006.
    (Incorporated by reference from the Companys definitive
    Proxy Statement dated July 14, 2006.)10
.43

Amendment No. 1 to Escrow Agreement dated August 10,
    2007. (Incorporated by reference from the Companys
    Form 10-K
    filed10
.44

Amendment No 2 to Escrow Agreement dated March 11, 2007
    (Filed herewith.)10
.45

Employment Agreement of Gary L. Dreher dated March 31,
    2008. (Previously filed)10
.46

Change in Control Severance Pay Plan. (Previously filed)10
.47

Product License, Distribution and Manufacturing Agreement with
    MGI dated March 28, 2008. (Incorporated by reference from
    the Companys
    Form 8-K
    filed April 2, 2008.)10
.48

2008-2009
    Performance Incentive Plan (Incorporated from the Companys
    Form 8-K
    filed January 9, 2009)10
.49

Amendment No. 3 to Escrow Agreement dated March 24,
    2008 (Filed herewith.)21
.1

Subsidiaries of AMDL, Inc. include Jade Pharmaceutical Inc., a
    British Virgin Islands corporation, Jiangxi Jiezhong
    Bio-Chemical Pharmacy Company Limited, a China WFOE, Yangbian
    Yiqiao Bio-Chemical Pharmacy Company Limited, a China WFOE, and
    AMDL Diagnostics, Inc, a United States corporation.23
.1

Consent of KMJ Corbin & Company LLP. (Filed herewith.)24
.1

Power of Attorney. (Included on signature page.)31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)32
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. § 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)32
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. § 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
    herewith.)