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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 PRE-EFFECTIVE
AMENDMENT NO. 1TO
 
 FORM S-3
 
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 AMDL, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction 
of incorporation or organization)
    
    33-0413161(I.R.S. Employer
Identification No.)
 (Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
 (Name, address, including zip code, and telephone
number, including area code, of agent for service)
  
 
 
 
 o
 þ
 o
 o
 o
 o
 
  Large Accelerated
filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 
 
 The registrant hereby amends this registration statement on such date or dates as may be necessary
to delay its effective date until the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may determine.




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SUBJECT
TO COMPLETION, DATED APRIL 7, 2008
 
 PROSPECTUS
 AMDL, INC.
 
 4,345,257 SHARES
OF COMMON STOCK
 
   
  
  
 The shares of common stock offered or sold under this prospectus involve a high degree of
risk. See Risk Factors beginning at page 18 of this prospectus to read about certain factors you
should consider before deciding whether to invest in our common stock.
 
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS
 
 PageSUMMARY
    
    
    3RISK FACTORS
    
    
    4USE OF PROCEEDS
    
    
    11DETERMINATION OF OFFERING PRICE
    
    
    11SELLING STOCKHOLDERS
    
    
    11PLAN OF DISTRIBUTION
    
    
    14LEGAL MATTERS
    
    
    15EXPERTS
    
    
    15AVAILABLE INFORMATION
    
    
    15INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
    
    
    15EXHIBIT 5.1EXHIBIT 23.2
 
    ABOUT FORWARD-LOOKING STATEMENTS
  2




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SUMMARY
  ®
    ® ® ® ® ® U.S. ® U.S. . ®
 http://www.sec.gov http://www.amdlcorporate.com
 
 3




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##### Table of Contents



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 USFDA or 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.
  
 ®
 
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Our operations in China involve significant risk.
     We may not be able to continue to operate our business if we are unable to attract additional
operating capital.
 
 ® ®
 
 5




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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.
  USFDA
approval for marketing
DR-70 ® is not assured.
 ® ®
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Our future prospects will be negatively impacted if we are unsuccessful in pending litigation over
the combination immunogene therapy technology.
  The value of intangible assets may not be equal to their carrying values.
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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.
  
 Our U.S. operations have
limited sales of
DR-70 ® and are reliant on our distributors for sales of our
products.
 
 
 ® ® ® ® ® ® ®
 
 JPI is reliant on its distributors for sales of its products.
  We are subject to risks associated with our foreign distributors.
 ® ®
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##### Table of Contents



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 material weaknesses or other deficiencies are discovered in our internal
accounting procedures, our stock price could decline significantly.
 
     
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##### Table of Contents



Loss of our listing on the American Stock Exchange could adversely affect the marketability and
price of our shares.
  Our stock price is volatile, which could adversely affect your investment.
  
    
    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;
    
    economic markets in Asia; and
    
    competition in local Chinese markets where we sell JPIs product.
  We have limited product liability insurance.
  10




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USE OF PROCEEDS
  
 DETERMINATION OF OFFERING PRICE
  
 SELLING STOCKHOLDERS
  
  
 11




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Shares beneficiallyowned as of
    
    
    Number of
    
    
    Shares beneficiallyApril 3, 2008
    
    
    shares being
    
    
    owned after offering(1)Name of beneficial owner
    
    Number
    
    
    Percentage
    
    
    Offered
    
    
    Number
    
    
    PercentageAlpha Capital Anstalt(2)
    
    
    361,211
    
    
    
    2.0
    %
    
    
    242,718
    
    
    
    118,493
    
    
    
    *Gemini Master Fund Ltd.(3)
    
    
    544,484
    
    
    
    3.4
    %
    
    
    240,000
    
    
    
    304,484
    
    
    
    1.9
    %Eisenberger Investments(4)
    
    
    65,946
    
    
    
    *
    
    
    
    33,750
    
    
    
    32,196
    
    
    
    *David Herzog(5)
    
    
    77,500
    
    
    
    *
    
    
    
    52,500
    
    
    
    25,000
    
    
    
    *David Herzog HPB, Inc.
    
    
    48,750
    
    
    
    *
    
    
    
    48,750
    
    
    
    0
    
    
    
    0Cranshire Capital, LP(6)
    
    
    169,047
    
    
    
    1.1
    %
    
    
    150,000
    
    
    
    19,047
    
    
    
    *El Coronado Holdings, LLC(7)
    
    
    187,500
    
    
    
    1.27
    %
    
    
    187,500
    
    
    
    0
    
    
    
    0MAC & CO(8)
    
    
    242,720
    
    
    
    1.5
    %
    
    
    242,720
    
    
    
    0
    
    
    
    0MidSouth Investor Fund LP(9)
    
    
    242,720
    
    
    
    1.5
    %
    
    
    242,720
    
    
    
    0
    
    
    
    0Heidtke 401(k) Profit Sharing Plan and
Trust(10)
    
    
    12,137
    
    
    
    *
    
    
    
    12,137
    
    
    
    0
    
    
    
    0Lyman O. Heidtke(11)
    
    
    48,543
    
    
    
    *
    
    
    
    48,543
    
    
    
    0
    
    
    
    0Momona, LLC(12)
    
    
    72,814
    
    
    
    *
    
    
    
    72,814
    
    
    
    0
    
    
    
    0Alder Offshore Mansterfund LP(13)
    
    
    136,500
    
    
    
    *
    
    
    
    136,500
    
    
    
    0
    
    
    
    0Alder Capital Partners I, LP(14)
    
    
    352,500
    
    
    
    2.2
    %
    
    
    352,500
    
    
    
    0
    
    
    
    0John Connors
    
    
    22,500
    
    
    
    *
    
    
    
    22,500
    
    
    
    0
    
    
    
    0BH Capital Investments LP(15)
    
    
    52,500
    
    
    
    *
    
    
    
    52,500
    
    
    
    0
    
    
    
    0Excalibur Small-Cap Opportunities LP(16)
    
    
    193,500
    
    
    
    1.2
    %
    
    
    193,500
    
    
    
    0
    
    
    
    0Credit Suisse Client Nominees (UK) Limited FBO RAB
Special Situations (Master) Fund
Limited(17)
    
    
    1,080,811
    
    
    
    6.7
    %
    
    
    242,718
    
    
    
    838,093
    
    
    
    5.2
    %Whalehaven Capital Fund Limited(18)
    
    
    194,175
    
    
    
    1.2
    %
    
    
    194,175
    
    
    
    0
    
    
    
    0Chestnut Ridge Partners, LP(19)
    
    
    242,718
    
    
    
    1.5
    %
    
    
    242,718
    
    
    
    0
    
    
    
    0Boston Financial Partners(20)
    
    
    509,301
    
    
    
    3.2
    %
    
    
    75,000
    
    
    
    434,301
    
    
    
    2.7
    %First International Capital Group, Ltd.(21)
    
    
    644,480
    
    
    
    4.1
    %
    
    
    250,000
    
    
    
    394,480
    
    
    
    2.5
    %Madden Consulting, Inc.(22)
    
    
    50,000
    
    
    
    *
    
    
    
    50,000
    
    
    
    0
    
    
    
    0LWP1, Inc.(23)
    
    
    300,000
    
    
    
    1.9
    %
    
    
    300,000
    
    
    
    0
    
    
    
    0GreenBridge Capital Partners IV, LLC(24)
    
    
    485,439
    
    
    
    3.3
    %
    
    
    485,439
    
    
    
    0
    
    
    
    0Brighton Capital(25)
    
    
    19,450
    
    
    
    *
    
    
    
    19,450
    
    
    
    0
    
    
    
    0Galileo Asset Management, S.A.(26)
    
    
    334,757
    
    
    
    2.1
    %
    
    
    107,171
    
    
    
    227,586
    
    
    
    1.4
    %Spencer Clarke, LLC(27)
    
    
    28,160
    
    
    
    *
    
    
    
    28,160
    
    
    
    0
    
    
    
    0Ariel Imas
    
    
    9,387
    
    
    
    *
    
    
    
    9,387
    
    
    
    0
    
    
    
    0Braden Anthony Ferrari
    
    
    9,387
    
    
    
    *
    
    
    
    9,387
    
    
    
    0
    
    
    
    0
 
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*
    
    Less than 1%(1)
    
    Assumes all shares offered hereby are sold.(2)
    
    Konrad Ackerman, Director, has sole voting and investment power with respect to
these shares. Includes warrants to purchase 118,493 shares of common stock previously issued
and outstanding.(3)
    
    Gemini Strategies, LLC is the investment manager of Gemini Master Fund, Ltd. and Mr.
Steven Winters is the sole managing member of Gemini Strategies, LLC. Each of Gemini
Strategies, LLC and Mr. Winters disclaims any equitable or beneficial ownership of such
securities. Includes warrants to purchase 166,356 shares of common stock previously issued
and outstanding held by Gemini Master Fund Ltd. and warrants to purchase 138,128 shares held
by Gemini Strategies, LLC.(4)
    
    Stuart Eisenberger, sole owner, has sole investment and voting power over these
shares. Includes warrants to purchase 32,196 shares of common stock previously issued and
outstanding.(5)
    
    Includes warrants to purchase 25,000 shares of common stock previously issued and
outstanding, but does not include any shares owned by David Herzog HPB, Inc. David Herzog has
sole investment and voting power over these shares.(6)
    
    Mitchell R. Kopin, President of Downsview Capital, Inc., the General Partner of
Cranshire Capital, L.P. has sole voting and investment control with respect to these shares.
Includes warrants to purchase 19,047 shares of common stock previously issued and outstanding.(7)
    
    Josiah T. Austin, Managing Member, has sole voting and investment power with respect
to these shares.(8)
    
    Nominee for The Gabelli Healthcare & Wellness RX Trust, a U.S. closed-end mutual
fund (business trust).(9)
    
    Lyman O. Heidtke, General Partner, has sole voting and investment power with respect
to these shares. Does not include any shares held by the Heidtke 401(k) Profit Sharing Plan
and Trust or Lyman O. Heidtke, individually.(10)
    
    Lyman O. Heidtke, Trustee, has sole voting and investment power with respect to
these shares. Does not include any shares held by MidSouth Investor Fund LP or Lyman O.
Heidtke, individually.(11)
    
    Excludes shares held by MidSouth Investor Fund LP and Heidtke 401(k) Profit Sharing
Plan & Trust.(12)
    
    Arte Rabinowitz, Director and President, has sole voting and investment power with
respect to these shares.(13)
    
    Michael Licosati, President of Alder Capital LLC, has sole voting and investment
power with respect to these shares.(14)
    
    Michael Licosati, President of Alder Capital LLC, has sole voting and investment
power with respect to these shares.(15)
    
    Henry Brachfeld, President of BH Capital Investments, LP, has sole voting and
investment power with respect to these shares.(16)
    
    William Hecter, President of the General Partner, has sole voting and investment
power with respect to these shares.(17)
    
    Philip Richards, principal of RAB Special Situations (Master) Fund Limited, has
voting and investment power with respect to these shares. Includes 476,190 shares of common
stock and warrants to purchase 361,903 shares of common stock previously issued and
outstanding.(18)
    
    Michael Finkelstein, Investment Manager, Arthur Jones, Director, Trevor Williams,
Director, and Marco Westfield, Director, have voting an investment control with respect to
these shares. 13




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(19)
    
    Kenneth Pasternak, the Managing Member of the General Partner of Chestnut Ridge
Partners, LP, has sole voting and investment control with respect to these shares.(20)
    
    Thomas Brazil, President and beneficial owner, has sole investment power with
respect to these shares. Includes 386,600 shares of common stock and warrants to purchase an
aggregate of 115,701 shares of common stock previously issued and outstanding.(21)
    
    Mr. Benjamin Levi, attorney and beneficial owner, has sole voting and investment
power with respect to these shares. Includes an aggregate of 494,480 shares previously issued
and outstanding.(22)
    
    Thomas Madden, President and Owner, has sole voting and investment power with
respect to these shares.(23)
    
    Jamie Lissette, President and Owner, has sole voting and investment power with
respect to these shares.(24)
    
    Cory P. Schlossmann, managing member, and Joseph Kowal, Member, have voting and
investment power with respect to these shares.(25)
    
    Jeffrey Wolin, Owner, has sole voting and investment power with respect to these
shares.(26)
    
    Marie-Christine Wright, Director and beneficial owner, has sole voting and
investment power with respect to these shares. Includes previously issued and outstanding
warrants to purchase 227,586 shares of common stock.(27)
    
    Reid Drescher, President and CEO, has sole voting and investment power with respect
to these shares.   
 PLAN OF DISTRIBUTION
   14




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LEGAL MATTERS
  
 EXPERTS
 
  
 
 AVAILABLE INFORMATION
 http://www.sec.gov
  
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  15




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
    
    Registrants Annual Report on Form 10-K for the year
ended December 31, 2007, filed March 31, 2008;
    
    Registrants Current Report on Form 8-K filed
March  7, 2008 and portions of Registrants Current Report on Form 8-K filed April 3, 2008;
and
    
    The description of the Registrants common stock contained in its Registration
Statement on Form 8-A filed September 21, 2001.
  16




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PART II
 INFORMATION NOT REQUIRED
IN PROSPECTUS
 Item 14. Itemized Statement of Expenses.
  SEC Registration Fee
    
    $
    543Legal Fees and Expenses
    
    
    15,000Accounting Fees and Expenses
    
    
    10,000Printing Fees and Expenses
    
    
    2,000Miscellaneous
    
    
    457Total
    
    $
    28,000
 Item 15. Indemnification of Directors and Officers.
     Item 16. Exhibits.
  Item 17. Undertakings.
  II-1




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(1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement;(iii)
    
    To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
 provided, however
 (2)
    
    That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
   II-2




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SIGNATURES










| |            |                           |  | 
| | ---------- | ------------------------- |  | 
| | AMDL, INC. |                          
| | By:        | /s/  Gary L. Dreher       | 
| |            | Gary L. Dreher, President | 
| |            |                           | 
|






Signature
    
    Title/s/ Gary L. Dreher

GARY L. DREHER
    
    President, Chief Executive Officer and
Director (Principal Executive Officer)/s/ Akio Ariura

AKIO ARIURA
    
    Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)/s/                                                           *

DOUGLAS C. MACLELLAN
    
    Director/s/                                                           *

EDWARD R. ARQUILLA
    
    Director/s/                                                           *

MINGHUI JIA
    
    Director/s/                                                           *

WILLIAM M. THOMPSON III
    
    Director *By:
    
    /s/ Gary L. Dreher
Gary L. Dreher
(Attorney-in-fact for
each person indicated)
 II-3




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INDEX TO EXHIBITS
 Exhibit5.1
    
    *Opinion and Consent of Bryan Cave LLP23.1
    
    *Consent of Bryan Cave LLP (included within Exhibit 5.1)23.2
    
    *Consent of KMJ Corbin & Company LLP24.1
    
    +Power of Attorney (included on the signature page of this Registration Statement)
 
 *
    
    Filed herewith+
    
    Previously Filed II-4