##### Table of Contents



,
    SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 AMDL, Inc.
  Delaware
    
    33-0413161(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2492 Walnut Avenue, Suite 100
Tustin, California 92780-7039
 2006 EQUITY INCENTIVE PLAN
 Gary L. Dreher, President
AMDL, Inc.
2492 Walnut Avenue, Suite 100
Tustin, California 92780-7039
(714) 505-4460
 Randolf W. Katz, Esquire
Bryan Cave LLP
1900 Main Street, Suite 700
Irvine, California 92614-7328
(949) 223-7100
 Richard H. Bruck, Esquire
19100 Von Karman Avenue, Suite 950
Irvine, California 92612
(949) 975-8181
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ  Amount
    
    
    Proposed Maximum
    
    
    Proposed MaximumTitle of Securities
    
    
    to be
    
    
    Offering Price
    
    
    Aggregate Offering
    
    
    Amount ofto be Registered
    
    
    Registered(1)
    
    
    Per Share(2)
    
    
    Price (2)
    
    
    Registration FeeCommon Stock, $.001 par value per share
    
    
    1,000,000
    
    
    $2.95
    
    
    $2,950,000
    
    
    $115.94
 (1)
    
    Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of the Registrants common stock
that become issuable under the Registrants 2006 Equity Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction.(2)
    
    Calculated pursuant to Rule 457(h) under the Securities Act. The proposed maximum offering
price per share represents the average of the high $3.01 and low $2.89 prices of the Common
Stock as of July 24, 2008 as quoted by the American Stock Exchange.




---



TABLE OF CONTENTS  PART IPART IIItem 3.  Incorporation of Documents by Reference.Item 4.  Description of Securities.Item 5.  Interests of Named Experts and Counsel.Item 6.  Indemnification of Directors and Officers.Item 7.  Exemption from Registration Claimed.Item 8.  Exhibits.Item 9.  Undertakings.SIGNATURESEXHIBIT INDEXEXHIBIT 5.1EXHIBIT 10.1EXHIBIT 23.2    Table of Contents  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
 PART II
 INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
 Item 3.  Incorporation of Documents by Reference.
  
    
    Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as
amended on Form 10-K/A, filed on April 14, 2008;
    
    Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008,
filed on May 15, 2008;
    
    Registrants Current Reports on Form 8-K filed on March 7, 2008 and April 11, 2008 and
portions of Registrants Current Reports on Form 8-K filed on April 3, 2008 and July 7,
2008; and
    
    The description of the Registrants common stock set forth in Registrants Registration
Statement on Form 8-A, filed on September 21, 2001.
   
 Item 4.  Description of Securities.
  
 Item 5.   Interests of Named Experts and Counsel.
  2




---



##### Table of Contents



Item 6.    Indemnification of Directors and Officers.
     
 Item 7.   Exemption from Registration Claimed.
  
 Item 8.   Exhibits.
  
 Item 9.   Undertakings.
 (a)
    
    The undersigned registrant hereby undertakes:
 (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;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent 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 this Registration Statement or any
material change to such information in this Registration Statement;
 3




---



##### Table of Contents



provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the SEC by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
 (2)
    
    That, for the purpose of determining any liability under the Securities Act, 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.(4)
    
    That, for the purpose of determining liability of the registrant under the Securities
Act to any purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this Registration Statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant; (iii) the portion of any other free
writing prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and (iv) any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
 (b)
    
    The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrants annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement 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.(c)
    
    Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 4




---



##### Table of Contents



SIGNATURES
 st
 AMDL, INC.By:

/s/ Gary L. DreherGary L. Dreher, President POWER OF ATTORNEY
   SIGNATURE
    
    CAPACITY
    
    DATE/s/ Gary L. Dreher 
Gary
L. Dreher
    
    President, Chief Executive Officer and Director (Principal Executive Officer)
    
    July 31,
2008/s/ Akio Ariura 
Akio Ariura
    
    Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
    
    July 31, 2008/s/ Douglas C. MacLellan 
Douglas C. MacLellan
    
    Director
    
    July 31,
2008/s/ Edward R. Arquilla 
Edward R. Arquilla
    
    Director
    
    July 31,
2008/s/ Minghui Jia 
Minghui Jia
    
    Director
    
    July 31,
2008/s/ William M. Thompson III 
William M. Thompson III
    
    Director
    
    July 31,
2008
 5




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description5.1
    
    *Opinion of Bryan Cave LLP10.1
    
    *2006 Equity Incentive Plan23.1
    
    *Consent of Bryan Cave LLP (Included in Exhibit 5.1.)23.2
    
    *Consent of KMJ Corbin & Company LLP24.1
    
    *Power of Attorney (Contained on Signature Page.)
 
 *
    
    Filed herewith
 6