##### 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, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number 1-16695
 RADIENT PHARMACEUTICALS
    CORPORATION
 (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-T o 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
    Smaller
    reporting
    company þ   o þ
    Documents
    Incorporated by Reference




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##### 





TABLE
    OF CONTENTS
   
 PagePART IItem 1.


Business


2Item 1A.


Risk Factors


14Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


20Item 3.


Legal Proceedings


20Item 4.


(Removed and Reserved)


22PART IIItem 5.


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


22Item 6.


Selected Financial Data


29Item 7.


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


29Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


45Item 8.


Financial Statements and Supplementary Data


46Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


87Item 9A.


Controls and Procedures


87Item 9B.


Other Information


89PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance;


89Item 11.


Executive Compensation


92Item 12.


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


96Item 13.


Certain Relationships and Related Transactions
    and Director Independence


98Item 14.


Principal Accountant Fees and Services


100PART IVItem 15.


Exhibits, Financial Statement Schedules


100SIGNATURES


104EX-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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##### Table of Contents



PART I  Item 1.
    Business  tm
  Discontinued Operations Deconsolidation
    tm
  tm
  Discontinued
    Operations and Dispositions
    Deconsolidation
    
    Non responsiveness by the management in China to our requests
    for financial information;
    Non responsiveness by management in China to our requests to
    transfer our funds to bank accounts under corporate control; 2




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
    Lack of timely communication with their corporate management
    concerning significant decisions made by management in China
    concerning the disposal of the YYB subsidiary; and
    Lack of timely communication with corporate officers concerning
    operations in China.        Elleuxe
    Brand of Premium Anti-Aging Skin Care Products
      
    Hydrating Firming Cream
    Renergie Hydrating Cleanser
    Intense Hydrating Cleanser
    Visable Renewing Hydrating Softener
    Smoothing Renewing Eye Moisturizer  IVD
    DIAGNOSTICS DIVISION
  IVD
    Industry and Market
  tm
  ONKO-SUREtm
  tm in-vitro DR-70tm tm
 3




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##### Table of Contents



tm tm and/or tm tm
  tm tm tm tm
  tm  tm  tm tm
  tm
  tm
  tm tm tm
  ONKO-SUREtm Test Kit Sales and Licensing Strategy
  tm tm
  
    obtain 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
    ONKO-SUREtm

    test kit; and 4




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
    eventually create a rapid test format of
    ONKO-SUREtm

    test kit to extend sales into rural areas and POL (physician
    owned labs).  tm
    
    Exclusive five-year distribution agreement with Grifols USA,
    LLC. This distribution agreement allows Grifols USA, LLC to
    market and sell
    ONKO-SUREtm

    for the monitoring of colorectal cancer to hospitals, clinical
    laboratories, clinics and other health care organizations.
    Exclusive two-year distribution agreement with Tarom Applied
    Technologies Ltd for the marketing and sales of
    ONKO-SUREtm

    in Israel.
    Two distinct exclusive five year distribution agreement with
    GenWay Biotech, Inc. This distribution agreement allows Genway
    Biotech, Inc, to market and see
    Onko-Suretm

    for uses other than colorectal cancer to CLIA-certified
    laboratories in the US and as a lung cancer screen to
    laboratories in Canada.  tm
  tm tm
  ONKO-SUREtm Test Kit Competition
  tm tm
  tm ONKO-SURE tm
 5




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##### Table of Contents



U.S.
    based
    ONKO-SUREtm Test Kit Manufacturing
  tm
  tm
    Regulatory
    Approval and Clinical Trials of the
    ONKO-SUREtm Test Kit
  tm tm ONKO-SURE tm tm  tm
    tm  tm tm tm tm  tm tm
  tm tm
 6




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tm  ONKO-SURE tm Chinese-language tm tm
  tm tm tm tm tm tm tm
  tm
  Collaboration
    with Mayo Clinic
  tm ONKO-SURE tm tm tm
  ONKO-SUREtm Test Kit Research and Development
  tm
  Reimbursability
    of Our IVD Products
  tm tm
 7




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##### Table of Contents



CHINA-BASED
    INTEGRATED PHARMACEUTICALS
    and/or
    Overview
    of JPIs Business
  over-the-counter
    JPIs
    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 8




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##### Table of Contents



JPIs
    China Business Strategy
  General
  over-the-counter
  and/or
    GeographicLocation  ChinaSoutheastern


38
%Northeastern


31
%Central


14
%Southwestern


13
%North


4
%   Marketing
    and Sales of JJB and YYB Products
        Manufacturing
    of JPI Products
    JPIs
    Competition
  over-the-counter
 9




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##### Table of Contents



JPIs
    Research and Development
          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
   10




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CANCER
    THERAPEUTICS
  Combination
    Immunogene Therapy
       11




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5-year
  OUR
    ONKO-SUREtmAND CIT PATENTS
    tm tm
   12




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EMPLOYEES
    EXECUTIVE
    OFFICES
  (714) 505-4460. 1-800-SEC-0330 http://www.sec.gov
 13




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Item 1A.
    Risk
    Factors    Limited
    product development activities; our product development efforts
    may not result in commercial products.
  tm tm
  
    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.    Our
    operations in China involve significant risk.
       14




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We may
    not be able to continue to operate our business if we are unable
    to attract additional operating capital.
  tm
  tm
  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.
   15




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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.
      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.
   16




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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
    ONKO-SUREtm test kit and are reliant on our distributors for sales of
    our products.
  tm tm tm tm tm tm
  We
    have a significant amount of relatively short term indebtedness
    that is in default and we may be unable to satisfy our
    obligations to pay interest and principal thereon when
    due.
               17




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We are
    subject to risks associated with our foreign
    distributors.
  tm tm
  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
   18




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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;
    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 JPI sells it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.
   19




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings      and/or
 20




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EXECUTIVE
    OFFICERS OF THE REGISTRANT
    Name

Age

Position(s)Douglas C. MacLellan


54


Executive Chairman and Chief Executive OfficerAkio Ariura


52


Chief Financial Officer and Secretary   Mr. MacLellan
  Mr. Ariura
 21




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##### Table of Contents



Item 4.
    (Removed
    and Reserved) 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.        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   Quarter Ended

High


LowMarch 31, 2009

$
1.38


$
0.70June 30, 2009

$
1.35


$
0.75September 30, 2009

$
1.01


$
0.55December 31, 2009

$
0.60


$
0.22   Record Holders.
  Dividend Policy.
 22




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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
   23




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December
    2007 Offering
          10%
    Convertible Note Financing
     24




---



##### Table of Contents



lock-up
      12%
    Senior Note Financing
          Form S-3
   25




---



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Note and
    Warrant Purchase Agreements- March and April 2010
   26




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Non-Cash
    Financing Activities
       27




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##### Table of Contents



ASC 505-50-30, Equity-Based Payments to Non-Employees, 505-50-30),
    ten-day
 28




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ASC 505-50-30,
      ASC 505-50-30,
    Item 6.
    Selected
    Financial Data    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The
    Company
    
    Manufacturer and Distributor of
    Onko-Suretm

    a Proprietary In-Vitro Diagnostic (IVD) Cancer Test;
    Distribution of Elleuxe brand of Anti-Aging Skin Care Products;
    A Cancer Therapeutics Technology. 29




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The
    Companys Revised Strategic Focus
  tm
    tm
    IV
    Diagnostics
  IVD
    Cancer Diagnostics
  Onko-SuretmKit
    
    Exclusive five year distribution agreement with Grifols USA,
    LLC. This distribution agreement allows Grifols USA, LLC to
    market and sell
    Onko-Suretm

    for the monitoring of colorectal cancer to hospitals, clinical
    laboratories, clinics and other health care organizations.
    Exclusive two year distribution agreement with Tarom Applied
    Technologies Ltd for the marketing and sales of
    Onko-Suretm

    in Israel.
    Two distinct exclusive five year distribution agreement with
    GenWay Biotech, Inc. This distribution agreement allows Genway
    Biotech, Inc, to market and see
    Onko-Suretm

    for uses other than colorectal cancer to CLIA-certified
    laboratories in the US and as a lung cancer screen to
    laboratories in Canada  tm
 30




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tm in- vitro and/or tm and/or tm tm
  tm
  tm tm tm
  in-vitro DR-70 tm
  Elleuxe
    Brand of Premium Anti-Aging Skin Care Products
    
    Hydrating Firming Cream
    Renergie Hydrating Cleanser
    Intense Hydrating Cleanser
    Visable Renewing Hydrating Softener
    Smoothing Renewing Eye Moisturizer   31




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##### Table of Contents



IVD
    Cancer Research and Development
  tm tm tm
  tm tm tm
    New
    Corporate Name
    China-based
    Integrated Pharmaceuticals
  China
    Pharmaceutical Manufacturing and Distribution; Discontinued
    Operations and Dispositions
      
    The forgiveness of amounts owed to YYB from JJB; and
    The buyer of YYB has contractually agreed to pay off the balance
    of the 16 million RMB obligation secured by a mortgage on
    certain land owned by JJB.     32




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##### Table of Contents




    Non responsiveness by the management in China to requests by
    Company management for financial information;
    Non responsiveness by management in China to requests for
    transfer of Company funds to bank accounts under corporate
    control;
    Lack of timely communication with Corporate management
    concerning significant decisions made by management in China
    concerning the disposal of the YYB subsidiary; and
    Lack of timely communication with corporate officers concerning
    operations in China.           33




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##### Table of Contents



Operations
    of JJB
    Facilities
        Marketing
    and Distribution
   34




---



##### Table of Contents



New
    Beauty Formulations of the HPE-Based Anti-Aging
    Product
  easy-to-apply
  Distribution
    Channels for Beauty Product Lines
      The
    Current Chinese Economic and Market Environment
    Cancer
    Therapeutics
    Critical
    Accounting Policies
   35




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##### Table of Contents



Inventories. first-in,
  Sales Allowances.
  Allowance for Doubtful Accounts.
  Valuation of Intangible 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; and
    changing or implementation of rules regarding sale of
    pharmaceuticals in China.   36




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Revenue Recognition.
      Deferred Taxes.
  Litigation.
  Stock-Based Compensation Expense.
   37




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##### Table of Contents



Derivative Financial Instruments.
  Wholesale Sales.
  ASC 605-50-25 Accounting for Consideration Given to a
    Customer
  ASC 605-45-50, Taxes Collected from Customers and Remitted to Governmental
    Authorities
 38




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Results
    of Operations
  Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Net Revenues.
  Corporate
  tm
  tm
  tm
  tm
  tm
  tm
    China-Wholesale
    
    Management conflicts between JPI and its subsidiary JJB;
    The sale of YYB; and
    The lack of sales of HPE solutions due to the mandatory
    5-year cGMP
    recertification by the SFDA of JJBs small injectible line
    and the expiration of contracts with beauty distributors that
    sell topical HPE solution. Although, the small injectible line
    received GMP recertification in the second quarter of 2009, the
    lack of qualified distributors is hampered sales of the product.   39




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Gross Profit.
  Corporate
  tm
  China-
      Research and Development.
  tm tm tm
    
    Additional expenditures for research and development is needed
    in China for SFDA approval of
    ONKO-SUREtm

    test kit and the need for clinical trials in China for SFDA
    approval of
    ONKO-SUREtm

    test kit;
    The need for research and development for an updated version of
    the
    ONKO-SUREtm

    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
   40




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##### Table of Contents



Year Ended December 31,2009


2008Investor relations (including value of warrants/options)

$
864,905


$
1,851,033Salary and wages (including value of options)

$
2,701,530


$
3,859,506Directors fees (including value of options)

$
378,521


$
721,874Consulting fees

$
192,692


$
104,040Accounting and other professional fees

$
735,618


$
972,141Legal

$
825,727


$
630,939   China-Wholesale
      Interest Expense.
  Corporate
    China-Wholesale
    Results
    of Discontinued Operations
    Years EndedDecember 312009

2008Revenue

$
594,839


$
3,967,643Income (loss) before income taxes

$
277,743


$
1,081,021     Income (loss) before discontinued
    operations.
 41




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Liquidity
    and Capital Resources
    Operating activities.
      Investing activities. tm
    Future
    Capital Needs
  tm
 42




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China
    Credit Facilities
    Issuance
    of Securities for Services
              Off-Balance
    Sheet Arrangements
   43




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Going
    Concern
      tm
  tm
  tm tm
  tm tm and/or
 44




---



##### Table of Contents



and/or
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Currency Exchange Risk
     45




---



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Item 8.
    Financial
    Statements  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 46




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##### Table of Contents



RADIENT
    PHARMACEUTICALS CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
12,145


$
2,287,283Accounts receivable, net






13,575,534Inventories


79,255



1,563,991Prepaid expenses and other current assets


57,778



1,006,960Prepaid consulting


358,667



1,435,021Total current assets


507,845



19,868,789Property and equipment, net


83,547



11,709,508Intangible assets, net


1,158,333



5,311,568Receivable from JPI, net


2,675,000



Investment in JPI


20,500,000



Other assets


1,394,361



4,072,432Noncurrent assets of discontinued operations






1,789,934Total assets

$
26,319,086


$
42,752,231LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
1,975,311


$
1,675,539Accrued salaries and wages


738,331



822,201Derivative liabilities


354,758



Income taxes payable






472,860Deferred revenue


103,128



87,538Convertible note, net of discount of $2,000,649


240,482



Current portion of notes payable


1,316,667



2,662,610Current liabilities of discontinued operations






1,151,515Total current liabilities


4,728,677



6,872,263Other long-term liabilities


295,830



353,811Notes payable, net of current portion and debt discount of
    $1,701,402


601,819



581,305Total liabilities


5,626,326



7,807,379Commitments 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; 22,682,116 and 16,006,074 shares issued at
    December 31, 2009 and 2008, respectively; 22,265,441 and
    15,826,074 shares outstanding at December 31, 2009 and
    2008, respectively


22,265



15,826Additional paid-in capital


73,109,048



68,192,411Accumulated other comprehensive income






2,443,452Accumulated deficit


(52,438,553
)


(35,706,837
)Total stockholders equity


20,692,760



34,944,852Total liabilities and stockholders equity

$
26,319,086


$
42,752,231    47




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##### Table of Contents



RADIENT
    PHARMACEUTICALS CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
    (LOSS)
  Year Ended December 31,2009


2008Net revenues

$
8,627,669


$
23,774,900Cost of sales


5,360,213



11,530,391Gross profit


3,267,456



12,244,509Operating expenses:Research and development


563,690



194,693Selling, general and administrative


10,936,789



10,962,05811,500,479



11,156,751Income (loss) from continuing operations


(8,233,023
)


1,087,758Other income (expense):Interest and other income (expense), net


(328,071
)


(24,210
)Change in fair value of derivative liabilities


648,313



Loss on deconsolidation


(1,953,516
)


Interest expense


(2,596,606
)


(468,531
)Total other expense, net


(4,229,880
)


(492,741
)Income (loss) from continuing operations before provision for
    income taxes


(12,462,903
)


595,017Provision for income taxes


19,115



1,307,965Loss before from continuing operations


(12,482,018
)


(712,948
)Income (loss) from discontinued operations, net


(4,139,037
)


1,893,008Net income (loss)


(16,621,055
)


1,180,060Other comprehensive gain:Foreign currency translation gain






1,375,023Comprehensive income (loss)

$
(16,621,055
)

$
2,555,083Basic income (loss) per common shareLoss from continuing operations

$
(0.75
)

$
(0.05
)Income (loss) from discontinued operations

$
(0.25
)

$
0.12Net income (loss)

$
(1.00
)

$
0.08Diluted income (loss) per common shareLoss from continuing operations

$
(0.75
)

$
(0.04
)Income (loss) from discontinued operations

$
(0.25
)

$
0.10Net income (loss)

$
(1.00
)

$
0.06Weighted average common shares outstanding  basic


16,680,946



15,608,697Weighted average common shares outstanding  diluted


16,680,946



18,337,162    48




---



##### Table of Contents



RADIENT
    PHARMACEUTICALS CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  For The
    Years Ended December 31, 2009 and 2008
  AccumulatedAdditional


Other





TotalCommon Stock


Preferred Stock


Paid-in


Comprehensive


Accumulated


StockholdersShares


Amount


Shares


Amount


Capital


Income (Loss)


Deficit


EquityBalance, January 1, 2008


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 $142,410


323,626



323











856,948











857,271Exercise of warrants


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 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
)


34,944,852Common stock issued for consulting services


1,437,126



1,438











650,390











651,828Stock-based employee and director compensation


















666,623











666,623Estimated fair value of warrants issued to brokers for debt
    issuances


















1,975,920











1,975,920Estimated fair value of warrants and options issued to third
    parties for services


















35,625











35,625Common stock granted as compensation to members of the
    Companys Board of Directors


120,000



120











71,880











72,000Stock option modification


















129,360











129,360Voluntary conversion of debt


1,342,956



1,342











1,090,447











1,091,789Common stock sold for cash


3,289,285



3,289











809,031











812,320Derivative liability in connection with stock offering


















(509,839
)










(509,839
)Common stock issued to note holder due to default


250,000



250











72,500











72,750Adoption of change in accounting principal related to derivatives






















(209,166
)


(110,661
)


(319,827
)Reclassification of derivative liability upon expiration of
    share adjustment terms


















133,866











133,866Reclassification adjustment of accumulated translation gains in
    connection with deconsolidation and sale of YYB






















(2,443,452
)






(2,443,452
)Net loss


























(16,621,055
)


(16,621,055
)Balance, December 31, 2009


22,265,441


$
22,265






$



$
73,109,048


$



$
(52,438,553
)

$
20,692,760    49




---



##### Table of Contents



RADIENT
    PHARMACEUTICALS CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008Cash flows from operating activities:Net income (loss)

$
(16,621,055
)

$
1,180,060Less: (loss) income from discontinued operations


(4,139,037
)


1,893,008(12,482,018
)


(712,948
)Adjustments to reconcile net income (loss) to net cash used in
    operating activitiesDepreciation and amortization


1,095,771



1,343,677Amortization of debt issuance costs


1,770,377



12,386Fair market value of common stock options granted to employees
    and directors for services


795,983



1,034,175Fair market value of common stock, warrants and options granted
    for services


593,279



1,617,592Fair market value of warrants accounted for as derivative
    liabilities


35,558



Change in fair value of derivative liabilities


(648,313
)


Penalties on Cantone Debt


192,131



Provision for bad debts


1,890,762



Loss on deconsolidation


1,953,516



Gain on the settlement of accounts payable


(47,251
)


Changes in operating assets and liabilities:Accounts receivable


4,489,789



(11,656,294
)Related party account with Jade Capital






880,927Inventories


122,670



(1,313,331
)Prepaid consulting, expenses and other assets


(3,890,720
)


261,059Accounts payable, accrued expenses, accrued salaries and wages
    and other long-term liabilities


1,228,486



1,679,871Income taxes payable


(320,398
)


794,411Deferred revenue


15,393



(172,405
)Net cash used in operating activities of continuing operations


(3,204,985
)


(6,230,880
)Net cash provided by operating activities of discontinued
    operations


101,457



1,559,721Net cash used in operating activities


(3,103,528
)


(4,671,159
)Cash flows from investing activities:Purchase of property and equipment


(1,744,065
)


(1,490,224
)Cash balance divested from deconsolidation of subsidiary


(53,658
)


Funds advanced to KangDa






(635,386
)Repayment of funds from KangDa






655,471Payments received from notes receivable






159,859Net cash used in investing activities


(1,797,723
)


(1,310,280
)Net cash used in investing activities of discontinued operations


(852,955
)


(17,252
)Net cash used in investing activities


(2,650,678
)


(1,327,532
)Cash flows from financing activities:Proceeds from issuance of bridgenote, net of issuance costs


43,000



Payments on notes payable






(2,195,644
)Proceeds from issuance of convertible debt, net of cash offering
    costs


520,556



2,084,401Proceeds from issuance of senior notes, net of cash offering
    costs


2,088,592



856,714Proceeds from issuance of common stock, net of cash offering
    costs


812,320



857,271Proceeds from the exercise of warrants and options, net of
    commission and expenses






559,530Net cash provided by financing activities of continuing
    operations


3,464,468



2,162,272Net cash used in financing activities of discontinued operations






(86,758
)Net cash provided by financing activities


3,464,468



2,075,514Effect of exchange rates on cash and cash equivalents


14,600



52,967Net change in cash and cash equivalents


(2,275,138
)


(3,870,210
)Cash and cash equivalents, beginning of year


2,287,283



6,157,493Cash and cash equivalents, end of year

$
12,145


$
2,287,283      50




---



##### Table of Contents



NOTE 1 
    ORGANIZATION
    AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Nature
    of Business
    
    commercial development of, and obtaining various governmental
    regulatory approvals for its proprietary diagnostic tumor-marker
    test kit,
    Onko-Suretm

    (formally
    ONKO-SUREtm®),

    which detects the presence of multiple types of cancer, and
    the international commercialization of its
    Elleuxetm

    branded Skin Care products.      Deconsolidation
    
    Lack of timely responses by the management in China to requests
    by Company management for financial information;
    Non responsiveness by management in China to requests for
    transfer of Company funds to bank accounts under corporate
    control;
    Lack of timely communication with Corporate management
    concerning significant decisions made by management in China
    concerning the disposal of the YYB subsidiary; and
    Lack of timely communication with corporate officers concerning
    operations in China.       51




---



##### Table of Contents



Consideration Received

$
3,405,946
(1)Fair value of noncontrolling interest


20,500,000
(2)23,905,946Net assets of JPI


(25,859,462
)(3)Loss on deconsolidation

$
(1,953,516
)     (1)
    
    Consideration consisted of the following:  a.
    
    Note receivable of $5,350,000, which the Company recorded a
    reserve of $2,675,000 based on its evaluation of collectibility,
    including historical and expected repayment patterns. The note
    receivable bears interest at 12%, which the Company is currently
    not accruing. Final repayment terms are being negotiated.b.
    
    $730,946 of salaries and related interest which were accrued by
    the Company and will be exchanged for 730,946 shares of JPI
    common stock.  (2)
    
    The fair value assigned to the investment was based on estimates
    and assumptions determined by management, including, but not
    limited to:  
    Sales growth  based on managements expectations
    and historical analysis
    Cost of sales/Gross Margin  Based on historical
    analysis and management expectations
    Selling, General and Administrative Expenses  Based
    on historical analysis and management expectations
    Comparable Public Companies  Based on same or similar
    line of business as the Company and those that possessed similar
    to those of the Company.
    Discounts  The Company evaluated discounts related to
    the following:  
    Lack of control
    Lack of marketability  (3)
    
    The net assets of JPI consisted of the following:  Cash

$
53,658Other current assets


18,920,177Property and equipment


9,381,118Other long term assets


3,464,715Total assets

$
31,819,668Current portion of notes payable

$
(2,673,154
)Other current liabilities


(1,122,936
)Other comprehensive income


(2,164,116
)Total liabilities

$
(5,960,206
)Net Assets

$
25,859,462   Discontinued
    Operations and Dispositions
   52




---



##### Table of Contents



Sales price

$
2,337,541Carrying value of net assets


6,723,605Loss on sale

$
(4,386,064
)     Year Ended December 31,2009

2008Revenue

$
594,839


$
3,967,643Income before income taxes

$
277,743


$
1,081,021     December 31,2008Current assets:Cash


1,044,550Accounts receivable, net


1,094,399


$
930,769Inventories


584,886



423,842Other current assets


3,975



80,4102,727,810


$
1,435,021Long-lived assets:Property and equipment


2,097,076


$
1,742,739Other


3,040,406



47,1955,137,482


$
1,789,934Current liabilities:Accounts payable and accrued liabilities


569,188


$
685,360Debt


572,500



466,1551,141,687


$
1,151,515   Going
    Concern
   53




---



##### Table of Contents



tm
  th 5-year
  tm tm
  tm tm and/or
  and/or
  Principles
    of Consolidation
   54




---



##### Table of Contents



Reclassifications
    Revenue
    Recognition
  over-the-counter
  Wholesale
    Sales
      ASC 815-30-35 Accounting for Consideration Given by a Vendor to a Customer
    (Including a Reseller of the Vendors Products),
    ( 815-30-35).
    ASC 605-45-50-3, Taxes Collected from Customers and Remitted to Governmental
    Authorities, 605-45-50-3),
  Accounting
    for Shipping and Handling Revenue, Fees and Costs
  605-45-50-2, Shipping and Handling Fees and Costs 605-45-50-2).
  Other
    Comprehensive Income and Foreign Currency
    Translation
  ASC 220-10-05, Comprehensive Income
 55




---



##### Table of Contents



Research
    and Development
    Cash
    Equivalents
    Inventories
  first-in,
  Property
    and Equipment
    Machinery and equipment, including lab equipment

5 to 15 yearsOffice equipment

3 to 5 years     Intangible
    Assets
   56




---



##### Table of Contents



Impairment
    of Long-Lived Assets
  ASC 360-10-5, 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.    Risks
    and Uncertainties
  tm tm
  tm tm tm tm
  tm tm tm
 57




---



##### Table of Contents



12-18 months. tm
  tm
  tm tm tm tm
    
    Compile technical file and prepare clinical protocol;
    Clinical trial preparation and design;
    Clinical trial supervision and monitoring;
    When appropriate, apply for SFDA approval.    Risks
    and Uncertainties
  tm tm and/or
  Share-Based
    Compensation
    ASC 505-50-30, Equity-Based Payments to Non-Employees, 505-50-30)
 58




---



##### Table of Contents



ASC 718-10, Stock Compensation 718-10).
  Basic
    and Diluted Income (Loss) Per Share
      2008Numerator:Net income

$
1,180,060Numerator for basic per share amounts  income
    available to common stockholders

$
1,180,060Interest on Convertible Debt


73,581Numerator for diluted per share amounts

$
1,253,641Denominator:Denominator for basic per share amounts 
    weighted-average shares


15,608,697Effect of dilutive securities:Options and warrants  dilutive potential common
    shares calculated using the treasury stock method


573,593Incremental shares from assumed conversion 
    convertible debt


2,154,872Denominator for diluted per share amounts


18,337,162Basic income per common share

$
0.08Diluted income per common share

$
0.07      59




---



##### Table of Contents



Income
    Taxes
  740-10,
    Income Taxes ( 740-10 ). 740-10,
      Use of
    Estimates
    Fair
    Value of Financial Instruments
    Derivative
    Financial Instruments
  ASC 815-10, Derivatives and Hedging 815-10). ASC 815-10
 60




---



##### Table of Contents



Fair
    Value Measurements
    Level 1
  Level 2
  Level 3
      Level 3CarryingValueDecember 31,2009Embedded conversion options

$
269,75885,000Warrants

$
354,758Decrease in fair value included in other income (expense)

$
648,313  61




---



##### Table of Contents



Balance at January 1, 2009

$
Derivative liabilities added  warrants


250,000Derivative liabilities added  conversion options


770,256Amount converted to additional paid-in capital for the
    conversion of debt


(17,185
)Change in fair value


(648,313
)Balance at December 31, 2009

$
354,758   Advertising
    Costs
    Concentrations
    of Credit Risk
  Cash
    Customers
     62




---



##### Table of Contents



Supplemental
    Cash Flow Information
  2009


2008Supplemental disclosure of cash flow information:Cash paid during the period for interest

$
323,201


$
332,233Cash paid during the period for taxes

$
695,322


$
2,562,485Supplemental disclosure of non-cash activities:Warrants issued to brokers, included in prepaid consulting

$
88.000


$
Warrants issued in connection with senior notes and bridge loan
    included in debt discount

$
1,887,920


$
Reclassification of amounts recorded to additional paid-in
    capital to warrant liability, including $110,858 recorded to
    retained earnings, representing the change in value of the
    warrants from date of issuance to January 1, 2009

$
209,166


$
Reclassification of derivative liability related to warrants to
    additional paid-in capital upon expiration of share adjustment
    terms

$
133,866


$
Conversion of warrants to common stock

$
38


$
Voluntary conversion of convertible debt and accrued interest

$
1,074,605


$
Conversion of accounts payable to stock

$
102,193


$
Broker warrants issued in connection with convertible debt

$



$
209,166Broker warrants issued in connection with senior debt

$



$
559,438Receipt of machines as partial settlement of note receivable

$



$
472,451Derivative asset recorded in issuance of convertible debt

$



$
125,000Fair value of common stock recorded as prepaid consulting

$



$
527,801Fair value of warrants issued for services, included in prepaid
    expense

$
283,951


$
83,875Carrying value of net assets of JPI before deconsolidation

$
25,698,405


$
Fair value of derivative liabilities

$
1,020,256


$
Conversion of accrued salaries to ownership of JPI

$
730,496


$
   Recent
    Accounting Pronouncements
  No. 2009-05, Measuring Liabilities at Fair Value
  No. 2009-15, Accounting for Own-Share Lending Arrangements in
    Contemplation of Convertible Debt Issuance
 63




---



##### Table of Contents



NOTE 2 
    INVENTORIES    December 31,2009


2008Raw materials


48,852


$
719,389Work-in-process


3,265



11,808Finished goods


27,138



832,794$
79,255


$
1,563,991   NOTE 3 
    PROPERTY
    AND EQUIPMENT    December 31,2009


2008Building and improvements

$



$
7,774,591Machinery and equipment






4,233,129Office equipment


120,019



431,049Lab equipment


71,755



12,372Construction in progress






1,229,319191,774



13,680,460Less accumulated depreciation


(108,227
)


(1,970,872
)$
83,547


$
11,709,588     NOTE 4 
    INTANGIBLE
    ASSETS    Gross

Accumulated



AmortizationValue

Amortization

Net

(in years)Assets subject to amortization:Intellectual property

$
2,000,000


$
(841,667
)

$
1,158,333



20  64




---



##### Table of Contents



Effect ofForeignGross


Accumulated


Currency





AmortizationValue


Amortization


Translation


Net


(in years)Assets subject to amortization:Intellectual property

$
2,000,000


$
(741,667
)





$
1,258,333



20Production rights


1,916,622



(318,986
)


154,007



1,751,643



10Land use rights


1,354,765



(99,094
)


209,839



1,465,510



33Non-compete agreements


324,415



(163,652
)


32,483



193,246



5Customer relationships


214,328



(77,904
)


26,569



162,993



7Trade name and logo


530,829



(129,041
)


78,055



479,843



10$
6,340,959


$
(1,530,344
)

$
500,953


$
5,311,568           NOTE 5 
    PREPAID
    EXPENSES, OTHER CURRENT ASSETS, AND OTHER ASSETS    December 31,2009


2008Material deposits

$



$
627,390Due from officers and directors






9,693Current deferred tax asset






92,798Prepaid Insurance


52,703



143,566Other


5,075



133,513$
57,778


$
1,006,960     December 31,2009


2008Deposits, primarily product licenses

$



$
3,000,354Debt issuance costs (Note 7)


1,288,910



906,408Convertible Debt derivative (Note 7)


80,913



125,000Refundable deposits


24,538



40,670$
1,394,361


$
4,072,432  65




---



##### Table of Contents



NOTE 6 
    INCOME
    TAXES    2009


2008Current:Federal

$
(2,000
)

$
State


1,000



1,000Foreign






1,815,000Total current


(1,000
)


1,816,000Deferred:Foreign






(92,000
)Provision for income taxes

$
(1,000
)

$
1,724,000     2009


2008United States

$
(11,748,766
)

$
(9,794,491
)Foreign


(5,225,636
)


12,698,064$
(16,974,202
)

$
2,903,573   See note 1 for details.
    2009


2008Computed tax benefit at federal statutory rate

$
(5,772,000
)

$
987,000State income tax benefit, net of federal benefit


1,000



1,000Nondeductible Interest Expense


731,000



Deferred Gain on JPI


5,518,000



Foreign earnings taxed at different rates


1,776,000



(2,609,000
)Stock issuances


481,000



640,000Expired Net Operating Losses


546,000



Valuation allowance on federal tax benefit


(3,285,000
)


2,685,000Other


3,000



20,000$
(1,000
)

$
1,724,000  66




---



##### Table of Contents



December 31,2009


2008Deferred tax asset:Net operating loss carryforwards

$
15,529,000


$
13,288,000Expenses recognized for granting of options and warrants


1,727,000



2,036,000Tax credit carryforwards


245,000



216,000Depreciation


3,000



Other temporary differences


309,000



408,000Total gross deferred tax asset


17,813,000



15,948,000Valuation allowance


(11,698,000
)


(15,663,000
)Net deferred tax asset


6,115,000



285,000Deferred tax liabilities:Deferred Gain on JPI


(6,115,000
)


Depreciation






(193,000
)Total deferred tax liabilities


(6,115,000
)


(193,000
)Net deferred tax asset

$



$
92,000          67




---



##### Table of Contents



2009


2008Unrecognized Tax Benefits:Balance at beginning of year

$
52,000


$
123,000Increase/(Decrease) for tax positions taken during the current
    period






10,000Increase/(Decrease) for tax positions taken in prior years, net


1,000



(81,000
)Balance at end of year

$
53,000


$
52,000     NOTE 7 
    NOTES PAYABLE    December 31,2009


2008Convertible Debt, net of unamortized discount, inclusive of
    bonus interest, of $2,000,649 and $3,765,000 at
    December 31, 2009 and 2008, respectively

$
240,482


$
Senior Notes payable, net of unamortized discount of $1,701,398
    and $496,195 at December 31, 2009 and 2008, respectively


1,918,486



581,305Bank debt






3,128,7652,158,968



3,710,070Less: Bank debt associated with discontinued operations of YYB






(466,155
)Less: Current portion of long-term debt


(1,316,667
)


(2,662,610
)Less: Current portion of convertible note


(240,482
)


$
601,819


$
581,305   Convertible
    Debt
     68




---



##### Table of Contents



lock-up
    ASC 815-10,
  ASC 320-10, Investments-Debt and Equity 320-10) ASC 470-20, Debt with Conversion and Other Options
  470-20-40-1,
  The
    Convertible Note and Warrant Purchase Agreement
  56 100
 69




---



##### Table of Contents



The
    Bridge Loan Agreement
    Consulting
    Agreement
    Senior
    Notes Payable
   70




---



##### Table of Contents



Form S-3
         71




---



##### Table of Contents



Debt
    Repayment Obligations
    2010

$
3,557,7982011


888,2242012


1,414,997$
5,861,019   NOTE 8 
    EMPLOYMENT
    CONTRACT TERMINATION LIABILITY  ASC 420-10,
 72




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##### Table of Contents



NOTE 9 
    COMMITMENTS
    AND CONTINGENCIES  Operating
    Leases
      Litigation
          Licensing
    Agreements
    Contingent
    Issuance of Shares  Acquisition of JPI
   73




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##### Table of Contents



tm
    Indemnities
    and Guarantees
    Tax
    Matters
    Change
    in Control Severance Plan
  90-day and/or
  NOTE 10 
    SHARE-BASED
    COMPENSATION   74




---



##### Table of Contents



2008-2009
  Summary
    of Assumptions and Activity
   75




---



##### Table of Contents



Expected volatility


111
%Expected term


5 yearsRisk-free interest rate


2.48
%Dividend yield



%     ASC 718-10
    ASC 718-10
     76




---



##### Table of Contents



2009


2008Weighted





WeightedAverage





AverageExercise





ExerciseOptions


Price


Options


PriceOutstanding and exercisable, beginning of year


2,757,001


$
3.75



2,093,239


$
3.97Granted










850,000



3.45Expired/forfeited


(899,000
)


4.02



(186,238
)


4.81Outstanding and expected to vest, end of year


1,858,001


$
3.59



2,757,001


$
3.75Vested and exercisable, end of year


1,753,626


$
3.60



2,444,918


$
3.79     NOTE 11 
    STOCK
    WARRANTS    ASC 505-50-30, ASC 505-50-30
      ASC 505-50,
 77




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##### Table of Contents



2009


2008Weighted





WeightedAverage





AverageExercise





ExerciseWarrants


Price


Warrants


PriceOutstanding and exercisable, beginning of year


5,252,699


$
3.38



4,528,668


$
3.98Granted


6,688,970



1.02



1,469,180



1.91Expired/forfeited


(1,548,382
)


2.85



(492,416
)


5.00Exercised










(252,733
)


2.34Outstanding and exercisable, end of year


10,393,287


$
1.84



5,252,699


$
3.38  78




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##### Table of Contents



WeightedAverageNumber of


RemainingWarrant


ContractualExercise Price

Shares


Life (Years)$3.68


1,180,632



0.83$4.74


1,366,319



2.00$0.60


116,000



1.69$2.69


209,166



3.71$1.00


948,200



3.94$1.13


598,400



4.08$0.98


2,335,960



4.34$1.11


824,560



4.44$0.66


403,621



4.65$0.60


200,000



4.69$0.65


500,000



4.71$1.25


1,710,429



0.4210,393,287     NOTE 12 
    STOCKHOLDERS EQUITY
  Preferred
    Stock
    Common
    Stock
      non-U.S. persons.
 79




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##### Table of Contents



December
    2007 Offering
      November
    2007 Offering
  ten-day
  Common
    Stock Issued for Services
        ASC 505-50
 80




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##### Table of Contents



ASC 505-50,
          ASC 505-50,
       81




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##### Table of Contents



NOTE 13 
    SEGMENT REPORTING
      China


Corporate


TotalNet revenue

$
8,469,652


$
158,017


$
8,627,669Gross profit

$
3,147,110


$
120,346


$
3,267,456Depreciation and amortization

$
888,589


$
207,182


$
1,095,771Interest expense

$
81,834


$
2,423,271


$
2,596,606Loss before discontinued operations

$
(1,397,511
)

$
(11,084,507
)

$
(12,482,018
)Capital expenditures

$
1,447,356


$
296,709


$
1,744,065     China


Corporate


TotalNet revenue

$
23,694,678


$
80,222


$
23,774,900Gross profit

$
12,184,904


$
59,605


$
12,244,509Depreciation and amortization

$
1,219,487


$
124,190


$
1,343,677Interest expense

$
367,970


$
100,561


$
468,531Income (loss) before discontinued operations

$
10,508,239


$
(9,795,291
)

$
712,948   NOTE 14 
    RELATED PARTY TRANSACTIONS
   82




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##### Table of Contents



ASC 420-10,
      NOTE 15 
    SUBSEQUENT EVENTS (Unaudited)
    NYSE
    Amex Listing
  and/or
  Defaults
    on Prior Note Financings: Proposed Debt Exchanges
   83




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##### Table of Contents



84




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##### Table of Contents



St.
    George Convertible Note and Warrant Purchase Agreement Defaults
    and Waivers; Note Conversions and Warrant Exercises After
    January 1, 2010
      Note
    and Warrant Purchase Agreements- March and April
    2010
     85




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##### Table of Contents



86




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##### 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
     87




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##### Table of Contents



Remediation
    of Material Weakness
          Inherent
    Limitations Over Internal Controls
   88




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Item 9B.
    Other
    Information  Form 8-K
  PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Year FirstName

Age

Elected

Position(s)Douglas C. MacLellan


55



1991


Executive Chairman and Chief Executive OfficerAkio Ariura


52



2006


Chief Financial 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
 89




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##### Table of Contents



Mr. Boswell start-up small-to-mid-sized and/or
  Dr. Thompson 1992-1994. 25-year
  Dr. Arquilla
  Mr. Minghui Jia
 90




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##### Table of Contents



Communications
    with Directors
  http://www.amdl.com,
  Board of
    Directors Meetings
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics for Financial Professionals
    Audit
    Committee and Financial Expert
  Rule 10A-3. Forms 10-K
 91




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##### Table of Contents



10-Q,
      Item 11.
    Executive
    Compensation    SUMMARY
    COMPENSATION TABLE
  Non-Equity

Non-qualifiedIncentive Plan

Deferred

All OtherSalary

Bonus

Stock

Option

Compensation

Compensation

CompensationName and Principal Position

Year

($)

($)

Awards ($)

Awards ($)

Earnings ($)

Earnings ($)

($)

Total ($)Gary L. Dreher(1)


2009


$



$



$



$



$



$



$



$
Gary L. Dreher President & CEO(1)


2008


$
541,667


$
100,000


$



$
500,420
(2)

$



$



$
164,815
(3),(4)

$
1,306,902Douglas MacLellan,


2009


$
360,000


$
30,000


$



$
127,940


$



$



$



$
517,940President, CEO & Chairman
    Douglas MacLellan, President, CEO & Chairman(1)


2008


$



$
60,000
(6)

$



$



$



$



$
180,000
(5)

$
240,000Akio Ariura, CFO


2009


$
300,000


$
20,000


$



$
40,900


$



$



$



$
360,900Akio Ariura


2008


$
218,749


$
20,000


$



$



$



$



$



$
238,749Frank Zheng(7)


2009


$
186,667


$



$



$
20,000


$



$



$



$
206,667Frank Zheng


2008


$
360,000


$
85,000


$



$
48,958


$



$



$



$
493,958Minghui Jia(7)


2009


$
186,667


$



$



$
20,000


$



$



$



$
206,667Minghui Jia


2008


$
240,000


$
85,000


$



$
48,958


$



$



$



$
373,958     (1)
    
    Effective as of October 31, 2008, Mr. Dreher resigned
    from all of his positions; Mr. MacLellan replaced
    Mr. Dreher as our President, Chief Executive Officer and
    Chairman in November 2008.(2)
    
    The value of option awards included in this column represents
    the compensation costs recognized by the Company in fiscal year
    2008 for option awards made or modified 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
    Mr. Dreher, if any, will depend on the share price on the
    exercise date. The assumptions we used 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
    for the year ending December 31, 2009. There were no
    forfeitures during the year.(3)
    
    Mr. Drehers perquisites and other personal benefits
    include certain amounts for life insurance, car allowance and
    membership dues aggregate $14,815. 92




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##### Table of Contents



(4)
    
    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 we 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.(5)
    
    As Chairman of our Compensation Committee and as Chairman of our
    Governance and Audit Committees, Douglas MacLellan received an
    additional $15,000 per month.(6)
    
    Pursuant to Mr. MacLellans appointment as our
    President and CEO in November 2008, he earned a bonus of $60,000
    for the quarter ended December 31, 2008.(7)
    
    Due to the compensation received, we are including
    Mr. Zheng and Mr. Jia  two of our
    directors  in this table since disclosure would be
    required but for the fact that they were not serving as an
    executive officer at the end of the last completed fiscal year.  Employment
    Agreements
    seven-day
       93




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##### Table of Contents



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


Number of


Number ofSecurities


Securities


SecuritiesUnderlying


Underlying


UnderlyingUnexercised


Unexercised


Unexercised


Option


OptionOptions (#)


Options (#)


Unearned


Exercise


ExpirationName

Exercisable


Unexercisable


Options (#)


Price ($/Sh)


DateGary Dreher


35,088











2.85



2/27/201124,913











2.85



2/27/2011200,000











3.70



10/8/2011172,000











4.06



5/31/2012262,500



37,500







3.45



3/3/2013Douglas MacLellan


36,000











2.85



2/27/2011120,000











3.70



10/8/201190,000











4.06



5/31/2012175,000



25,000







3.45



3/3/2013Akio Ariura


27,027











3.70



10/8/201112,973











3.70



10/8/201150,000











4.06



5/31/201243,750



6,250







3.45



3/3/2013Frank Zheng


43,750



6,250







3.45



3/3/2013Minghui Jia


43,750



6,250







3.45



3/3/2013   2008-2009
    Performance and Equity Incentive Plan
  2008-2009
      
    Change in
    Control Severance Pay Plan
    90-day and/or
 94




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##### Table of Contents



Director
    Compensation
    NonqualifiedNon-equity


DeferredOption


Incentive Plan


Compensation


All otherFees Earned or


Stock


Awards


Compensation


Earnings


Compensation


TotalName

Paid in Cash ($)


Awards ($)


($) (1)


($)


($)


($)


($)William M. Thompson, III, MD

$
1,000


$



$
46,200


$



$



$



$
77,200Michael Boswell

$
37,500


$







$



$



$



$
37,500Edward R Arquilla, MD, PhD

$
15,500


$



$
21,600


$



$



$



$
37,100     (1)
    
    The value of option awards included in this column represent the
    compensation costs recognized by the Company in fiscal year 2009
    for option awards made in 2009 and in prior fiscal years
    calculated pursuant to ASC
    718-10. The
    values included within this column have not been, and may never
    be realized. The options might never be exercised and the value
    received, if any, by the director, 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 Annual Report on
    Form 10-K
    for the period ending December 31, 2009.       95




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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


2,257,000



3.93



844,251Equity compensations plans not approved by security holders


0



0



0Total


2,257,000



3.93



844,251  96




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##### Table of Contents



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


1,943,672
(6)


10.3
%Room 2502 Shun Hing Square5002 Shennan Ave LuoHuShenzhen China 518008Fang Zheng


1,942,672
(7)


10.3
%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)


6,800,016



16
%     (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 97




---



##### Table of Contents



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 and not
    presently exercisable.(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 and not
    presently exercisable.(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
    ONKO-SUREtm

    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 and not
    presently exercisable.(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    Review,
    Approval and Ratification of Related Party
    Transactions
    Promoters
    and Certain Control Persons
   98




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##### Table of Contents



Director
    Independence
        
    No non-employee director receives any direct compensation from
    WidePoint other than under the director compensation program
    described in this proxy statement.
    No immediate family member (within the meaning of the NYSE Amex
    listing standards) of any non-employee director is an employee
    of Radient or otherwise receives direct compensation from
    Radient.
    No non-employee director (or any of their respective immediate
    family members) is affiliated with or employed in a professional
    capacity by Radients independent accountants.
    No non-employee director is a member, partner, or principal of
    any law firm, accounting firm or investment banking firm that
    receives any consulting, advisory or other fees from Radient.
    No Radient executive officer is on the compensation committee of
    the board of directors of a company that employs any of our
    non-employee directors (or any of their respective immediate
    family members) as an executive officer.
    No non-employee director (or any of their respective immediate
    family members) is indebted to Radient, nor is Radient indebted
    to any non-employee director (or any of their respective
    immediate family members).
    No non-employee director serves as an executive officer of a
    charitable or other tax-exempt organization that received
    contributions from Radient.   99




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Services Provided

2009


2008Audit Fees

$
427,000


$
430,000Audit Related Fees






41,000Tax Fees






[     ]All Other Fees






[     ]Total


427,000


$
471,000   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.(2)
    All other schedules have been omitted because they are not
    required.    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.) 100




---



##### Table of Contents



ExhibitNumber

Description: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.)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.) 101




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##### Table of Contents



ExhibitNumber

Description: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.)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.) 102




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##### Table of Contents



ExhibitNumber

Description: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
    filed March 31, 2008)10
.44

Amendment No 2 to Escrow Agreement dated March 11, 2007
    (Incorporated by reference from the
    Form 10-K
    filed April 15, 2009).10
.45

Employment Agreement of Gary L. Dreher dated March 31,
    2008. (Incorporated by reference from the
    Form 10-K
    filed March 31, 2008)10
.46

Change in Control Severance Pay Plan. (Incorporated by reference
    from the
    Form 10-K
    filed March 31, 2008)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 ( Incorporated by reference from the
    Form 10-K
    filed April 15, 2009.)10
.50

Note and Warrant Purchase Agreement dated March 22, 2010 (
    Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)10
.51

Form of Note ( Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)10
.52

Form of Warrant ( Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)10
.53

Form of Registration Rights Agreement dated March 22, 2010
    ( Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)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.)  103




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##### Table of Contents



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

Title

Date/s/  Douglas
    C. MacClellanDOUGLAS
    C. MACCLELLAN

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

April 15, 2010/s/  Akio
    AriuraAKIO
    ARIURA

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

April 15, 2010/s/  Edward
    R. ArquillaEDWARD
    R. ARQUILLA

Director

April 15, 2010/s/  Michael
    BoswellMICHAEL
    BOSWELL

Director

April 15, 2010/s/  Minghui
    JiaMINGHUI
    JIA

Director

April 15, 2010/s/  William
    M. Thompson, IIIWILLIAM
    M. THOMPSON III

Director

April 15, 2010  104




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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
    filed March 31, 2008)10
.44

Amendment No 2 to Escrow Agreement dated March 11, 2007
    (Incorporated by reference from the
    Form 10-K
    filed April 15, 2009).10
.45

Employment Agreement of Gary L. Dreher dated March 31,
    2008. (Incorporated by reference from the
    Form 10-K
    filed March 31, 2008)10
.46

Change in Control Severance Pay Plan. (Incorporated by reference
    from the
    Form 10-K
    filed March 31, 2008)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 ( Incorporated by reference from the
    Form 10-K
    filed April 15, 2009.)10
.50

Note and Warrant Purchase Agreement dated March 22, 2010 (
    Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)10
.51

Form of Note ( Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)10
.52

Form of Warrant ( Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)10
.53

Form of Registration Rights Agreement dated March 22, 2010
    ( Incorporated by reference from the
    Form 8-K
    filed March 26, 2010.)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.)