##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 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)
 
 CALCULATION OF REGISTRATION FEE
 Proposed
    
    
    Proposedmaximum
    
    
    maximumTitle of each class of
    
    
    Amount
    
    
    offering
price
    
    
    aggregate
    
    
    Amount ofsecurities to be registered
    
    
    registered(1)
    
    
    per share
(1)(2)
    
    
    offering price(2)
    
    
    registration feeCommon Stock, $.001
par value per share
    
    
    
    4,345,257
    
    
    
    $
    3.18
    
    
    
    $
    13,817,918
    
    
    
    $
    543.04
 
 (1)
    
    In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement includes an indeterminate number of additional shares as may be issuable as a result
of stock splits or stock dividends which occur during this continuous offering.(2)
    
    Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457 under the Securities Act of 1933 based upon the reported closing sales price of
the registrants common stock on February 20, 2008 on the American Stock Exchange. 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 FEBRUARY 27, 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
 PageBUSINESS
    
    
    3RISK FACTORS
    
    
    18USE OF PROCEEDS
    
    
    25DETERMINATION OF OFFERING PRICE
    
    
    25SELLING STOCKHOLDERS
    
    
    25PLAN OF DISTRIBUTION
    
    
    28LEGAL MATTERS
    
    
    29EXPERTS
    
    
    29AVAILABLE INFORMATION
    
    
    29INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
    
    
    29EXHIBIT 5.1EXHIBIT 23.2
    ABOUT FORWARD-LOOKING STATEMENTS
  2




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BUSINESS
 Overview of Our Business
 ® ® ® ® ® U.S. ® U.S. . ®
    http://www.sec.gov http://www.amdlcorporate.com.
 3




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##### Table of Contents



Acquisition of Jade Pharmaceutical Inc.
  ® ®
 Business Combinations,
 Our Products and Regulatory Approval
 ®
  4




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##### Table of Contents



DR-70 ®
 ® ® ® ®
 ® ® ®
 ® ® ® ® ® ®
 ® ® ® ® ®
 ®
 5




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® ® ® ® ® ® ® ® ® ® ®
 ® ® German Journal of Obstetrics and Gynecology ®
 ® ® ® ® ® ®
 ® ®
 6




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® ® ® ® ® ®
 ® ®
 ® ® ®
 Our Combination Immunogene Therapy
   7




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##### Table of Contents



Pylori-Probe
  OEM Products
  8




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##### Table of Contents



Our Strategy
  ® ® ® ® ® ®
   
    
    obtain USFDA and SFDA clearance and international approvals for our
DR-70® product;
    
    expand JPIs business through new distribution channels, including, but not limited
to the JPGreen Clinics;
    
    distribute greater quantities of DR-70® kits in approved markets;
    
    develop DR-70® distribution channels in new markets;
    
    pursue one or more strategic partners to license and develop our combination
immunogene therapy technology;
    
    in-license North American drugs for manufacture and sales in China and Asia;
JPI has signed a memorandum of understanding with Bio-Health Technology Inc. (BTI) to
act as their sole manufacturer of PROVIN-C. In February of 2008, JPI assisted BTI in
setting up their representative office in Beijing. JPI will submit an application to
the SFDA for approval to market PROVIN-C which we hope will be completed by the end of
2009, although there can be no assurance that such application will
be approved at that
time, if at all; and
    
    fully utilize our Chinese Good Manufacturing Practices (GMP) recognition
manufacturing facilities to foster worldwide sales of existing and to-be developed
products.
 9




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®
 
    
    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, did not approve the 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.
 ®
 Sales and Marketing
 ®
  Manufacturing
 ®
 10




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®
  Our Patents
 ® ®
      11




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Research and Development on DR-70 ®
 ® ®
 Competition
 ® ®
 ® ®
 JADE PHARMACEUTICAL INC.
 Overview of JPIs Business
   12




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13




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##### Table of Contents



;
  Sales $Product
    
    (rounded)Domperidone Tablet
    
    $
    5,230,300Human Placental Histosolution (GOODNAK)
    
    
    3,706,400Diavitamin, Calcium Hydrogen Phosphate and Lysine Tablets
    
    
    1,420,500Levofloxacin Lactate and Sodium Chloride Injection
(concentration)
    
    
    570,800Glucose Injectible Solution (250 ml Bottle)
    
    
    480,140GuYanLin Tablet
    
    
    470,49050% Glucose Injectible Solution (20 mls Amp)
    
    
    416,980Glucose Injectible Solution (500 ml Bottle)
    
    
    295,700Human Placental Histosolution
    
    
    241,350Compound Benzoic Acid and Camphor Solution I
    
    
    193,250Total
    
    $
    13,025,910
   Name of Product
    
    Use
    
    Sale Commencement DateEpinastine Tablets
    
    Allergy
    
    3rd Quarter of 2008Pidotimod Tablets
    
    Anti-Aging
    
    3rd Quarter of 2008Creatine Phosphate Sodium Injectible
    
    Heart/Angina
    
    3rd Quarter of 2008Doxtaxel
    
    Cancer
    
    3rd Quarter of 2008
 Chinese Strategy
 General
 ®
 14




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Distribution Agreements
  Northern:
    
    Liaoning and Heilongjiang ProvincesSouthern:
    
    Hunnan, Zehejiang and Fujian ProvincesWestern:
    
    Shanxi, Xinjiang and Gansu ProvincesCentral:
    
    Henan, Sichuan and Guizhou Provinces
    JPGreen Health and Beauty Centers
  15




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Sales, Marketing and Distribution
      Manufacturing
   Research and Development
  16




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Competition
   Chinese Credit Facilities
  Chinese Regulation
   17




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® ® ®
 
 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.
  ®
 18




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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.
 ® ®
 ® ®
 19




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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.
 ® ®
 20




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##### Table of Contents



SFDA
approval for marketing
DR-70 ® is not assured.
 ® ® ® ® ®
 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.
   21




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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
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.
 ® ®
 22




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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.
  
    
    We did not maintain effective internal control over financial reporting relating to
accurate recording and presentation of certain routine and non-routine accounting
transactions in accordance with GAAP; and
    
    We did not have adequate controls to property determine and account for (i) the
contractual arrangements with ShenZhen JieKang Technologies Ltd. or (ii) our business
arrangement with Shanghai XiangEn Food Company Ltd. relating to certain retail stores.
     23




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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.
  24




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USE OF PROCEEDS
  
 DETERMINATION OF OFFERING PRICE
  
 SELLING STOCKHOLDERS
   25




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Shares beneficiallyowned as of
    
    
    Number of
    
    
    Shares beneficiallyFebruary 20, 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
    
    
    
    227,256
    
    
    
    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
 26




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##### Table of Contents



*
    
    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. 27




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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
   28




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LEGAL MATTERS
  
 EXPERTS
  
 AVAILABLE INFORMATION
 http://www.sec.gov
  
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  29




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
    
    Registrants Annual Report on Form 10-KSB for the year ended December 31, 2006, as
amended by Amendment No. 1 to our Annual Report on Form 10-KSB filed June 21, 2007;
    
    Registrants Quarterly Reports on Form 10-QSB for the periods ended March 31, 2007
and June 30, 2007, as well as the Form 10-QSB for the period ended September 30, 2007,
which was amended on February 22, 2008;
    
    Registrants Current Reports on Form 8-K filed October 5, 2007 and October 15, 2007;
Registrants Current Report on Form 8-K/A filed December 10, 2007; and Portions of
Registrants Current Reports on Form 8-K filed May 7, 2007, June 7, 2007 and December
26, 2007; and
    
    The description of the Registrants common stock contained in its Registration
Statement on Form 8-A filed September 21, 2001.
  30




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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. DreherGary L. Dreher, President POWER OF ATTORNEY
   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

DOUGLAS C. MACLELLAN
    
    Director/s/ Edward R. Arquilla

EDWARD R. ARQUILLA
    
    Director/s/ Minghui Jia

MINGHUI JIA
    
    Director/s/ William M. Thompson, III

WILLIAM M. THOMPSON III
    
    Director
 II-3




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##### Table of Contents



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 II-4