##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File Number 0-27689
 AMDL, Inc.
 
  Delaware
    
    33-0413161(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer Identification No.)
  
  (Issuers telephone number)
  Title of each class
    
    Name of each exchange on which
registeredCommon Stock, $.001 par value
    
    AMEX
   
  o þ
  þ o
 þ
  o þ
     DOCUMENTS INCORPORATED BY REFERENCE
   o þ




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TABLE OF CONTENTS  Part 1Item 1. Description of BusinessItem 2. Description of PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPart IIItem 5. Market for Common Equity and Related Stockholder MattersItem 6. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7. Financial StatementsItem 8. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 8A. Controls and ProceduresPart IIIItem 9. Directors and Executive Officers of the RegistrantItem 10. Executive CompensationItem 11. Security Ownership of Certain Beneficial Owners and ManagementItem 12. Certain Relationships and Related TransactionsItem 13. ExhibitsItem 14. Principal Accountant Fees and ServicesSIGNATURESEXHIBIT 10.39EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Table of Contents  
 Part 1
 
 Item 1. Description of Business
  Overview
   German Journal of Obstetrics and Gynecology
   1




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2




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Our Products
     3




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Proposed Chinese Pharmaceutical Manufacturing Operations
  Our Strategy
   4




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
    
    obtain U.S. FDA clearance and international approvals for our DR-70®  product;
    
    distribute DR-70®  kits in approved markets;
    
    develop DR-70®  distribution channels in new markets; and
    
    pursue one or more strategic partners to license and develop our combination
immunogene therapy technology.
  
    
    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 U.S. FDA, did not approve the
product candidate for an intended use;
    
    the product candidate was not economical for us to manufacture and commercialize; and
    
    the product candidate is not cost effective in light of existing therapeutics.
  Sales and Marketing
   5




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Manufacturing
  Regulation
     6




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Patents
       7




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Research and Development
  Competition
   Risk Factors
  Limited product development activities; our product development efforts may not result in
commercial products.
  
    
    the product candidate did not demonstrate acceptable clinical trial results
even though it demonstrated positive preclinical trial results;
    
    the product candidate was not effective in treating a specified condition or illness;
    
    the product candidate had harmful side effects on humans;
    
    the necessary regulatory bodies, such as the FDA, 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.
 8




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We may not be able to continue to operate our business if we are unable to attract additional
operating capital.
   Our current products cannot be sold in certain countries if we do not obtain and maintain
regulatory approval.
  9




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FDA approval for marketing DR-70®  is not assured.
  Our future prospects will be negatively impacted if we are unsuccessful in pending litigation over
the combination immunogene therapy technology.
    The value of our combination immunogene therapy technology may not be equal to its carrying value.
  10




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If our intellectual property positions are challenged, invalidated or circumvented, or if we fail
to prevail in future intellectual property litigation, our business could be adversely affected.
  We face substantial competition, and others may discover, develop, acquire or commercialize
products before or more successfully than we do.
  We are reliant on a few customers and our distributors for sales of our products.
  We are subject to risks associated with our foreign distributors.
  11




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Risks related to Jade Acquisition and operations on China
  We do not intend to pay dividends on our common stock in the foreseeable future.
  If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls
and procedures or if material weaknesses or other deficiencies are discovered in our internal
accounting procedures, our stock price could decline significantly.
  Loss of AMEX listing could adversely affect the marketability and price of our shares.
  Our stock price is volatile, which could adversely affect your investment.
  
    
    clinical trial results;
    
    product development announcements by us or our competitors;
    
    regulatory matters;
    
    announcements in the scientific and research community;
    
    intellectual property and legal matters; and
    
    broader industry and market trends unrelated to our performance.
  We have Limited Product Liability Insurance
  12




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Employees
  
 Item 2. Description of Properties
  
 Item 3. Legal Proceedings
    
 Item 4. Submission of Matters to a Vote of Security Holders
  13




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Part II
 
 Item 5. Market for Common Equity and Related Stockholder Matters
   
    
    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; and
    
    broader industry and market trends unrelated to our performance.
   Quarter Ended
    
    High
    
    LowMarch 31, 2004
    
    $
    1.71
    
    
    $
    0.93June 30, 2004
    
    $
    1.13
    
    
    $
    0.76September 30, 2004
    
    $
    1.00
    
    
    $
    0.56December 31, 2004
    
    $
    1.23
    
    
    $
    0.78
 Quarter Ended
    
    High
    
    LowMarch 31, 2005
    
    $
    0.76
    
    
    $
    0.76June 30, 2005
    
    $
    0.82
    
    
    $
    0.30September 30, 2005
    
    $
    0.52
    
    
    $
    0.37December 31, 2005
    
    $
    0.44
    
    
    $
    0.28
   14




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Securities Authorized for Issuance Under Equity Compensation Plans.
 (a)
    
    (b)
    
    (c)Number of securitiesremaining availableWeighed-
    
    for future issuancesNumber of securities
    
    average exercise
    
    under equityto be issued upon
    
    price of
    
    compensation plansexercise of
    
    outstanding
    
    (excluding securitiesoutstanding options,
    
    options, warrants
    
    reflected inPlan Category
    
    warrants and rights
    
    and rights
    
    column (a))Equity compensation plans
approved by security holders
    
    
    4,083,185
    
    
    $
    1.40
    
    
    
    1,071,261Equity compensation plans not approved by security holders
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Total
    
    
    4,083,185
    
    
    $
    1.40
    
    
    
    1,071,261
  Voting Trust Agreement ® ®
 Recent Sales of Unregistered Securities
   15




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Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Liquidity and Capital Resources
   ®
 ®
 16




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®
  Critical Accounting Policies
   Allowance for Doubtful Accounts
 Inventory
 Sales Allowances.
 Valuation of Intangibles
 17




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Deferred Taxes
 Litigation
 Results of Operations
 Year Ended December 31, 2005 Compared to Year Ended December 31, 2004
 Net Revenue. ® ® ®
 18




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® ® ®
 ® ®
 Gross Profit. ®
  Research and Development.
 General and Administrative Expenses.
 Interest Income and Expense.
 Net Loss and Loss from Operations.
 Assets and Liabilities
   19




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Going Concern
 ® ®
 ®
    Forward Looking Statements
 ®
 
 Item 7. Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    F-1Balance Sheet as of December 31, 2005
    
    F-2Statements of Operations for the years ended December 31, 2004 and 2005
    
    F-3Statements of Stockholders Equity for the years endedDecember 31, 2004 and 2005
    
    F-4Statements of Cash Flows for the years ended December 31, 2004 and 2005
    
    F-6Notes to Financial Statements
    
    F-7
 20




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F-1




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AMDL, INC.
 BALANCE SHEET
 December 31,2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,398,092Inventories
    
    
    78,671Prepaid expenses
    
    
    123,671Total current assets
    
    
    1,600,434Intellectual property, net
    
    
    1,558,333Equipment, net
    
    
    17,317Other assets
    
    
    5,757Total Assets
    
    $
    3,181,841LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    97,335Accrued payroll and related expenses
    
    
    99,996Total current liabilities
    
    
    197,331Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; 10,000,000 shares
authorized; no shares issued and outstanding
    
    
    Common stock, $0.001 par value; 50,000,000 shares
authorized; 27,313,080 shares issued and outstanding
    
    
    27,313Additional paid-in capital
    
    
    31,646,801Prepaid consulting
    
    
    (21,889
    )Accumulated deficit
    
    
    (28,667,715
    )Total stockholders equity
    
    
    2,984,510Total Liabilities and Stockholders Equity
    
    $
    3,181,841
  F-2




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AMDL, INC.
 STATEMENTS OF OPERATIONS
 Year EndedDecember 31,
    
    
    December 31,2004
    
    
    2005Net revenues
    
    $
    186,182
    
    
    $
    67,565Cost of sales
    
    
    72,695
    
    
    
    12,595Gross profit
    
    
    113,487
    
    
    
    54,970Operating expenses:Research and development
    
    
    292,652
    
    
    
    272,650General and administrative
    
    
    2,476,740
    
    
    
    2,327,0242,769,392
    
    
    
    2,599,674Loss from operations
    
    
    (2,655,905
    )
    
    
    (2,544,704
    )Other income (expense):Interest income
    
    
    26,544
    
    
    
    38,039Net loss
    
    $
    (2,629,361
    )
    
    $
    (2,506,665
    )Basic and diluted loss available to common
stockholders per common share
    
    $
    (0.12
    )
    
    $
    (0.10
    )Weighted average common shares outstanding,
basic and diluted
    
    
    21,829,371
    
    
    
    25,014,432
  F-3




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AMDL, INC.
 STATEMENTS OF STOCKHOLDERS EQUITY
 For The Years Ended December 31, 2004 and 2005
 AdditionalCommon Stock
    
    
    Preferred Stock
    
    
    Paid-in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance, December 31, 2003
    
    
    18,711,763
    
    
    $
    18,712
    
    
    
    
    
    
    $
    
    
    
    $
    26,907,021
    
    
    $
    (23,531,689
    )
    
    $
    3,394,044Common stock issued for cash,
net of cash offering costs of $492,489
    
    
    4,264,041
    
    
    
    4,264
    
    
    
    
    
    
    
    
    
    
    
    2,866,277
    
    
    
    
    
    
    
    2,870,541Common stock issued for consulting services
    
    
    300,000
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    247,050
    
    
    
    
    
    
    
    247,350Common stock issued for options exercised
    
    
    223,685
    
    
    
    223
    
    
    
    
    
    
    
    
    
    
    
    162,081
    
    
    
    
    
    
    
    162,304Estimated fair market value of options and
warrants granted to consultants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    193,500
    
    
    
    
    
    
    
    193,500Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,629,361
    )
    
    
    (2,629,361
    )Balance, December 31, 2004
    
    
    23,499,489
    
    
    $
    23,499
    
    
    
    
    
    
    $
    
    
    
    $
    30,375,929
    
    
    $
    (26,161,050
    )
    
    $
    4,238,378
  F-4




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AMDL, INC.
 STATEMENTS OF STOCKHOLDERS EQUITY (Continued)
 For The Years Ended December 31, 2004 and 2005
 Common Stock
    
    Preferred Stock
    
    Additional
    
    Prepaid
    
    AccumulatedShares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in Capital
    
    Consulting
    
    Deficit
    
    TotalBalance, December 31, 2004
    
    
    23,499,489
    
    
    $
    23,499
    
    
    
    
    
    
    $
    
    
    
    $
    30,375,929
    
    
    $
    
    
    
    $
    (26,161,050
    )
    
    $
    4,238,378Common stock issued for
cash, net of issuance
costs of $138,814
    
    
    3,163,591
    
    
    
    3,164
    
    
    
    
    
    
    
    
    
    
    
    865,022
    
    
    
    
    
    
    
    
    
    
    
    868,186Common stock issued for
consulting services
    
    
    650,000
    
    
    
    650
    
    
    
    
    
    
    
    
    
    
    
    385,350
    
    
    
    (386,000
    )
    
    
    
    
    
    
    Estimated fair market
value of options and
warrants issued to third
parties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,500
    
    
    
    (20,500
    )
    
    
    
    
    
    
    Amortization of prepaid
consulting costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    384,611
    
    
    
    
    
    
    
    384,611Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,506,665
    )
    
    
    (2,506,665
    )Balance, December 31, 2005
    
    
    27,313,080
    
    
    $
    27,313
    
    
    
    
    
    
    $
    
    
    
    $
    31,646,801
    
    
    $
    (21,889
    )
    
    $
    (28,667,715
    )
    
    $
    2,984,510
  F-5




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AMDL, INC.
 STATEMENTS OF CASH FLOWS
 Year EndedDecember 31,
    
    
    December 31,2004
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (2,629,361
    )
    
    $
    (2,506,665
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    108,483
    
    
    
    107,508Common stock issued for services
    
    
    247,350
    
    
    
    365,778Warrants and options issued for services
    
    
    193,500
    
    
    
    18,833Changes in operating assets and liabilities:Accounts receivable
    
    
    152,967
    
    
    
    Inventories
    
    
    790
    
    
    
    (10,636
    )Prepaid expenses
    
    
    (21,969
    )
    
    
    (71,470
    )Accounts payable and accrued expenses
    
    
    (176,881
    )
    
    
    13,574Accrued payroll and related expenses
    
    
    (10,284
    )
    
    
    18,384Net cash used in operating activities
    
    
    (2,135,405
    )
    
    
    (2,064,694
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (789
    )
    
    
    (10,937
    )Net cash used in investing activities
    
    
    (789
    )
    
    
    (10,937
    )Cash flows from financing activities:Proceeds from issuance of common stock,
net of cash offering costs of $492,489 in 2004
and $138,814 in 2005
    
    
    2,870,541
    
    
    
    868,186Proceeds from the exercise of options
    
    
    162,304
    
    
    
    Net cash provided by financing activities
    
    
    3,032,845
    
    
    
    868,186Net change in cash and cash equivalents
    
    
    896,651
    
    
    
    (1,207,445
    )Cash and cash equivalents, beginning of year
    
    
    1,708,886
    
    
    
    2,605,537Cash and cash equivalents, end of year
    
    $
    2,605,537
    
    
    $
    1,398,092Supplemental disclosure of cash flow information:Cash paid during the year for interest
    
    $
    
    
    
    $
    Cash paid during the year for taxes
    
    $
    800
    
    
    $
    800
    F-6




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 NOTE 1
 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of Business
   Going Concern
      F-7




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 Revenue Recognition
  Advertising
  Research and Development
  Cash Equivalents
  Inventories
  Equipment
   Intangible Assets
   F-8




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 Impairment 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; and
    
    potential for strategic partnerships for the development of its patented technology.
  Common Stock Issued for Services Rendered
  Risks and Uncertainties
 â
 ® ® ®
 F-9




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 ® ®
  Accounting for Stock-Based Compensation
      F-10




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 Year ended December 31,2004
    
    
    2005Net loss as reported
    
    $
    (2,629,361
    )
    
    $
    (2,506,665
    )Deduct: Total stock-based employee
compensation under fair value based method
for all awards, net of related tax effects
    
    
    (1,094,200
    )
    
    
    (72,000
    )Pro forma net loss
    
    $
    (3,723,561
    )
    
    $
    (2,578,665
    )Basic and
diluted loss per share  as reported
    
    $
    (0.12
    )
    
    $
    (0.10
    )Basic and
diluted loss per share  pro forma
    
    $
    (0.17
    )
    
    $
    (0.10
    )
  Basic and Diluted Loss Per Share
  Income Taxes
  Use of Estimates
  Fair Value of Financial Instruments
  F-11




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##### Table of Contents



AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 Comprehensive Income
  Segments of an Enterprise and Related Information
  Concentration of Risk
   Recent Accounting Pronouncements
    F-12




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
   .
  NOTE 2  INVENTORIES
  Raw materials
    
    $
    64,542Work-in-process
    
    
    14,012Finished goods
    
    
    117$
    78,671
 F-13




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 NOTE 3
 PROPERTY AND EQUIPMENT
  Office equipment
    
    $
    42,709Lab equipment
    
    
    12,37155,080Less accumulated depreciation
    
    
    (37,763
    )$
    17,317
  NOTE 4
 INTELLECTUAL PROPERTY
  Purchased patent pending technology
    
    $
    2,000,000Accumulated amortization
    
    
    (441,667
    )$
    1,558,333
  Years Ending2006
    
    
    
    $
    100,0002007
    
    
    
    
    100,0002008
    
    
    
    
    100,0002009
    
    
    
    
    100,0002010
    
    
    
    
    100,000
   NOTE 5
 INCOME TAXES
  F-14




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 Deferred tax asset:Net operating loss carry forward
    
    $
    10,026,000Expenses recognized for granting of options and warrants
    
    
    680,000Total gross deferred tax asset
    
    
    10,706,000Less valuation allowance
    
    
    (10,706,000
    )Net deferred tax asset
    
    $
    
   2004
    
    
    2005Computed tax benefit at federal statutory rate
    
    $
    (894,000
    )
    
    $
    (852,000
    )State income tax benefit, net of federal effect
    
    
    (158,000
    )
    
    
    (150,000
    )Expired net operating losses
    
    
    
    
    
    
    138,000Increase in valuation allowance
    
    
    1,052,000
    
    
    
    864,000Other
    
    
    800
    
    
    
    800$
    800
    
    
    $
    800
   NOTE 6
 COMMITMENTS AND CONTINGENCIES
 Operating Lease
   F-15




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 Litigation
     Change in Control Severance Plan
    F-16




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
   Consulting Agreements
  Employment Agreement
  Licensing Agreements
 ®
 Indemnities and Guarantees
  NOTE 7
 STOCK OPTIONS
  F-17




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
     2004
    
    
    2005Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding,
beginning of year
    
    
    3,000,000
    
    
    $
    1.51
    
    
    
    4,318,185
    
    
    $
    1.46Granted
    
    
    1,870,000
    
    
    
    1.15
    
    
    
    300,000
    
    
    
    0.83Exercised
    
    
    (223,685
    )
    
    
    (0.73
    )
    
    
    
    
    
    
    Expired/forfeited
    
    
    (328,130
    )
    
    
    (0.68
    )
    
    
    (535,000
    )
    
    
    (1.53
    )
 F-18




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AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
 Outstanding and exercisable,
end of year
    
    
    4,318,185
    
    
    $
    1.46
    
    
    
    4,083,185
    
    
    $
    1.40Weighted average fair value
of options granted
    
    
    
    
    
    $
    0.61
    
    
    
    
    
    
    $
    0.24
  WeightedAverageNumber of
    
    RemainingOptioned
    
    ContractualExercise Price
    
    Shares
    
    Life (Years)$4.00
    
    
    475,000
    
    
    
    1.7$2.39
    
    
    50,000
    
    
    
    2.4$2.25
    
    
    177,000
    
    
    
    2.0$1.23
    
    
    1,395,000
    
    
    
    4.2$1.10
    
    
    516,185
    
    
    
    4.0$0.97
    
    
    5,000
    
    
    
    4.3$0.93
    
    
    470,000
    
    
    
    4.8$0.83
    
    
    300,000
    
    
    
    3.5$0.48
    
    
    695,000
    
    
    
    1.6
  NOTE 8
 STOCK WARRANTS
     F-19




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##### Table of Contents



AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
         F-20




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##### Table of Contents



AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
  2004
    
    
    2005Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageWarrants
    
    
    Exercise Price
    
    
    Warrants
    
    
    Exercise PriceOutstanding,
beginning of year
    
    
    754,908
    
    
    $
    0.77
    
    
    
    4,816,897
    
    
    $
    1.19Granted
    
    
    4,205,795
    
    
    
    1.24
    
    
    
    1,998,155
    
    
    
    0.48Expired/forfeited
    
    
    (143,806
    )
    
    
    (0.68
    )
    
    
    (200,000
    )
    
    
    (0.39
    )Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding and exercisable,
end of year
    
    
    4,816,897
    
    
    $
    1.19
    
    
    
    6,615,052
    
    
    $
    1.00Weighted average fair value
of warrants granted
    
    
    
    
    
    $
    0.63
    
    
    
    
    
    
    $
    0.21
  WeightedAverageNumber of
    
    RemainingWarrant
    
    ContractualExercise Price
    
    Shares
    
    Life (Years)$1.58
    
    
    205,620
    
    
    
    0.1$1.46
    
    
    1,588,380
    
    
    
    1.0$1.17
    
    
    1,767,415
    
    
    
    3.0$1.09
    
    
    250,000
    
    
    
    1.6$0.99
    
    
    250,000
    
    
    
    1.6$0.94
    
    
    250,000
    
    
    
    1.6$0.92
    
    
    100,000
    
    
    
    1.6$0.90
    
    
    25,000
    
    
    
    1.2$0.71
    
    
    25,000
    
    
    
    1.4$0.49
    
    
    1,256,250
    
    
    
    2.6$0.44
    
    
    641,905
    
    
    
    2.6$0.39
    
    
    230,482
    
    
    
    0.7$0.35
    
    
    25,000
    
    
    
    1.9
  NOTE 9
 STOCKHOLDERS EQUITY
 Preferred Stock
  F-21




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##### Table of Contents



AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
  Common Stock
 Cash Financing Activities
     F-22




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##### Table of Contents



AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
  Non-Cash Financing Activities
    NOTE 10  LOSS PER SHARE
  2004
    
    
    2005Numerator
for basic and diluted earnings per share 
Net loss available to common stockholders
    
    $
    (2,629,361
    )
    
    $
    (2,506,665
    )Denominator
for basic and diluted earnings per share 
Weighted average shares
    
    
    21,829,371
    
    
    
    25,014,432Basic and diluted loss per share
    
    $
    (0.12
    )
    
    $
    (0.10
    )
 NOTE
11  RELATED PARTY TRANSACTIONS
 ®
 F-23




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##### Table of Contents



AMDL, INC.
 NOTES TO FINANCIAL STATEMENTS
 For The Years Ended December 31, 2004 and 2005
  NOTE
12  SUBSEQUENT EVENTS
    F-24




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##### Table of Contents



Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
  
 Item 8A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  
 Part III
 
 Item 9. Directors and Executive Officers of the Registrant.
  Year FirstName
    
    Age
    
    Elected
    
    PositionWilliam M. Thompson III, M.D.
    
    77
    
    1989
    
    Chairman of the board of directorsGary L. Dreher
    
    59
    
    1999
    
    President, Chief ExecutiveOfficer, Secretary and DirectorDouglas C. MacLellan
    
    50
    
    1992
    
    DirectorEdward R. Arquilla, M.D., Ph.D.
    
    83
    
    1997
    
    DirectorMarvin E. Rosenthale, Ph.D.
    
    72
    
    2002
    
    Director
   21




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##### Table of Contents



Board of Directors Meetings and Committees
  Section 16(a) Beneficial Ownership Reporting Compliance
   22




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##### Table of Contents



Code of Ethics for Financial Professionals
  
 Item 10. Executive Compensation.
 Cash Compensation of Executive Officers
 Long-TermAnnual Compensation
    
    CompensationOther
    
    Common SharesAwards
    
    Underlying
    
    All OtherName and Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Compensation ($)
    
    Options Granted (#)
    
    Compensation ($)Gary L. Dreher,
    
    
    2005
    
    
    $
    400,000
    
    
    
    -0-
    
    
    $
    18,197
    
    
    
    300,000
    
    
    
    -0-President and CEO
    
    
    2004
    
    
    $
    373,750
    (1)
    
    
    -0-
    
    
    $
    18,000
    (2)
    
    
    950,000
    
    
    
    -0-2003
    
    
    $
    330,000
    (1)
    
    
    -0-
    
    
    $
    17,856
    (2)
    
    
    245,000
    
    
    
    -0-Arthur S. Rosten,
    
    
    2005
    
    
    $
    175,000
    (3)
    
    $
    12,000
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Chief Financial Officer
    
    
    2004
    
    
    $
    175,000
    (3)
    
    $
    8,000
    
    
    
    -0-
    
    
    
    75,000
    
    
    
    -0-2003
    
    
    $
    175,000
    (3)
    
    $
    8,000
    
    
    
    -0-
    
    
    
    70,000
    
    
    
    -0-
 
 (1)
    
    Effective May, 1, 2004 Mr. Drehers compensation was raised to $400,000 per
annum.(2)
    
    In addition to Mr. Drehers base salary in each year, he received $4,356
for life insurance, $9,000 for car allowance and approximately $4,500 for membership dues.(3)
    
    Mr. Rosten resigned as Chief Financial Officer on December 21, 2005, but
worked for the Company until the end of the 2005 fiscal year. OPTION GRANTS IN LAST FISCAL YEAR
 Individual Grants
 % of Total OptionsNumber of Securities
    
    Granted to
    
    Exercise orUnderlying Options
    
    Employees in Fiscal
    
    Base Price
    
    ExpirationName
    
    Granted
    
    Year(3)
    
    ($/Sh)
    
    DateGary L. Dreher,President and CEO
    
    
    300,000
    (1)
    
    
    100
    %
    
    $
    0.83
    (1)
    
    
    06/30/2009
 
 (1)
    
    These options were granted as non-qualified stock options under our 1999 Stock
Option Plan in connection with this Employment Agreement exercisable at $0.83 per share and
expiring on June 30, 2009. All of these options are fully vested and became exercisable on
the date of grant. 23




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##### Table of Contents



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
 Number of SecuritiesShares
    
    
    
    
    
    Underlying Unexercised
    
    Value of Unexercised In-the-Acquired on
    
    Value
    
    Options at FY-End (#)
    
    Money Options at FY-End ($)Name
    
    Exercise (#)
    
    Realized ($)
    
    Exercisable/Unexerciseable
    
    Exercisable/Unexercisable(1)Gary Dreher,
    
    
    0
    
    
    
    0
    
    
    
    2,405,500/0
    
    
    $
    721,650/0President and CEOArthur S. Rosten,
    
    
    0
    
    
    
    0
    
    
    
    224,000/0
    
    
    $
    67,200/0Chief FinancialOfficer
 
 (1)
    
    Based on a price of $0.30 per share, the closing price as reported on the
American Stock Exchange on December 31, 2005. Director Compensation
  Employment Agreement
  Change in Control Severance Pay Plan
    24




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##### Table of Contents



Report of the Compensation Committee on Executive Compensation
 Our Compensation Committee has issued the following report:
 Compensation Philosophy.
 Base Salaries.
 Cash Bonuses.
 Stock Options.
  CEO Compensation.
 Compensation Limitations.
 William M. Thompson III, M.D., ChairmanDouglas C. MacLellanEdward R. Arquilla, M.D., Ph.D.COMPENSATION COMMITTEE
 25




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##### Table of Contents



Item 11. Security Ownership of Certain Beneficial Owners and Management.
  Number of
    
    PercentageName and Address(1)
    
    Shares
    
    OwnedGary L. Dreher
    
    
    4,705,500
    (2)
    
    
    15.4
    %William M. Thompson III, M.D.
    
    
    610,191
    (3)
    
    
    2.1
    %408 Town Square Lane
Huntington Beach, CA 92648Douglas C. MacLellan
    
    
    530,500
    (4)
    
    
    1.9
    %8324 Delgany Avenue
Playa del Rey, CA 90293Edward R. Arquilla, M.D., Ph.D.
    
    
    459,820
    (5)
    
    
    1.6
    %Department of Pathology
University of California  Irvine
Irvine, CA 92697Marvin E. Rosenthale, Ph.D.
    
    
    380,000
    (6)
    
    
    1.3
    %32 Canyon Fairway Drive
Newport Beach, CA 92660Chinese Universal Technologies Co., Ltd.
    
    
    2,000,000
    (7)
    
    
    7.3
    %7F-3B1, 61 SEC GUN GYI Road
403 Taichuna, TaiwanAll Directors and Officers
    
    
    6,686,011
    
    
    
    20.6
    %as a group (5 persons)
 
 (1)
    
    Unless otherwise indicated, address is 2492 Walnut Avenue, Suite 100, Tustin,
California, 92780.(2)
    
    Includes 350,000 shares of common stock issuable upon the exercise of
options at $0.48 per share, 300,000 shares of common stock issuable upon the exercise
of options at $0.57, 300,000 shares of common stock issuable upon the exercise of
options at $0.83 per share, 250,000 shares of common stock issuable upon the exercise
of options at $0.93 per share, per share, 245,000 shares of common stock issuable upon the
exercise of options at $1.10 per share, 700,000 shares of common stock issuable upon
the exercise of options at $1.23 per share, 100,000 shares of common stock issuable
upon the exercise of options at $2.25 per share, and 350,000 shares of common stock
issuable upon the exercise of options at $4.00 per share. Also includes 2,000,000
shares of common stock for which Mr. Dreher serves as a voting co-trustee (see footnote
(8)below) of which he disclaims beneficial ownership.(3)
    
    Includes, 65,000 shares of common stock issuable upon the exercise of
options at $0.48 per share, 150,000 shares of common stock issuable upon the exercise
of options at $0.57 per share, 55,000 shares of common stock issuable upon the
exercise of options at $0.93 per share, 40,000 shares of common stock issuable upon
the exercise of options at $1.10 per share, 200,000 shares of common stock issuable upon
the exercise of options at $1.23 per share, 20,000 shares of common stock issuable
upon the exercise of options at $2.25 per share, and 35,000 shares of common stock
issuable upon the exercise of options at $4.00 per share.(4)
    
    Includes, 65,000 shares of common stock issuable upon the exercise of
options at $0.48 per share, 180,000 shares of common stock issuable upon the exercise
of options at $0.57 per share, 55,000 shares of common stock issuable upon the
exercise of options at $0.93 per share, 40,000 shares of common stock issuable upon
the exercise of options at $1.10 per share, 200,000 shares of common stock issuable upon
the exercise of options at $1.23 per share, 20,000 shares of common stock issuable
upon the exercise of options at $2.25 per share, and 35,000 shares of common stock
issuable upon the exercise of options at $4.00 per share. 26




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##### Table of Contents



(5)
    
    Includes, 65,000 shares of common stock issuable upon the exercise of
options at $0.48 per share, 100,000 shares of common stock issuable upon the exercise
of options at $0.57 per share, 55,000 shares of common stock issuable upon the
exercise of options at $0.93 per share, 40,000 shares of common stock issuable upon
the exercise of options at $1.10 per share, 200,000 shares of common stock issuable upon
the exercise of options at $1.23 per share, 20,000 shares of common stock issuable
upon the exercise of options at $2.25 per share, and 35,000 shares of common stock
issuable upon the exercise of options at $4.00 per share.(6)
    
    Includes 35,000 shares of common stock issuable upon the exercise of
options at $0.48 per share, 55,000 shares of common stock issuable upon the exercise
of options at $0.93 per share, 40,000 shares of common stock issuable upon the
exercise of options at $1.10, per share, 100,000 shares of common stock issuable upon
the exercise of options at $1.23 per share, and 50,000 shares of common stock issuable upon
the exercise of options at an exercise price of $2.39 per share.(7)
    
    The Company believes that one or more individuals may be deemed to share
beneficial ownership in these shares due to their control of Chinese Universal
Technologies Co., Ltd. The Company is unable to ascertain who those individuals or
entities might be. These same 2,000,000 shares of common stock are subject to a
Voting Trust Agreement dated as of December 14, 2000 pursuant to which Dr. Fong-Lin Huang
and Gary L. Dreher serve as voting co-trustees. The Voting Trust Agreement provides
that during its 10 year term, (i) the voting trustees shall not be required to elect
to cumulatively vote the shares subject to the voting trust, (ii) Mr. Dreher or his
successor shall always, in any election of directors, vote in favor of one nominee of
Chinese Universal Technologies Co., Ltd., and (iii) on all other matters coming
before the stockholders, the voting trustees shall be required to vote unanimously in
favor (or opposed or in abstention) with regard to all such matters, otherwise such
vote shall not be counted as having been voted on a proposal, except that the vote or
proxy of only one trustee shall be required to count the shares as present for purposes of
establishing a quorum. 
 Item 12. Certain Relationships and Related Transactions.
 ® ®
 
 Item 13. Exhibits.
 Exhibit No.
 3.1
    
    Certificate of Incorporation of the Company(1)3.2
    
    Bylaws of the Company(2)3.3
    
    Certificate of Amendment(3)4.1
    
    Specimen of Common Stock Certificate(4)4.2
    
    Certificate of Designations(4)9.1
    
    Voting Trust Agreement by and between Jeanne Lai and Gary L. Dreher, as Co-Trustees, and
Chinese Universal Technologies Co., Ltd.(5)10.1
    
    Amendments to License Agreement between the Company and AMDL Canada, Inc., dated September
20, 1989, June 16, 1990 and July 5, 1990(6)10.2
    
    The Companys 1992 Stock Option Plan(2)10.3
    
    Operating Agreement of ICD, L.L.C.(7)
 27




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##### Table of Contents



10.4
    
    Letter Agreement between the Company and BrianaBio-Tech, Inc. and AMDL Canada, Inc., dated
February 7, 1995(7)10.5
    
    The Companys Stock Bonus Plan(8)10.6
    
    Employment Agreement between the Company and Gary L. Dreher, dated January 15, 1998(9)10.7
    
    Salary Continuation Agreement between the Company and That T. Ngo, Ph.D., dated May 21, 1998(10)10.8
    
    Salary Continuation Agreement between the Company and Thomas V. Tilton, dated May 21, 1998(10)10.9
    
    Salary Continuation Agreement between the Company and Harry Berk, dated May 21, 1998(10)10.10
    
    Salary Continuation Agreement between the Company and Gary L. Dreher, dated May 21, 1998(10)10.11
    
    Agreement between the Company and William M. Thompson, M.D., dated May 21, 1998(10)10.12
    
    Amendment No. 1 to Employment Agreement with That T. Ngo, Ph.D., dated July 1, 1998 (10)10.13
    
    Agreement Relating to Salary deferral between the Company and Thomas V. Tilton, dated July
1, 1998(10)10.14
    
    Agreement Relating to Salary deferral between the Company and Harry Berk, dated July 1,
1998(10)10.15
    
    Securities Purchase Agreement between the Company and the Purchasers listed on the Purchaser
Signature Pages attached thereto, dated February 17, 1999(11)10.16
    
    The Companys 1999 Stock Option Plan(11)10.17
    
    Agreement Regarding Cancellation of Indebtedness between the Company and William M.
Thompson, III, M.D., dated July 1, 1999(11)10.18
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Harry Berk, dated
July 1, 1999(11)10.19
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Edward Arquilla,
M.D., dated July 1, 1999(11)10.20
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Thomas V. Tilton,
dated July 1, 1999(11)10.21
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Donald Rounds,
dated July 1, 1999(11)10.22
    
    Agreement Regarding Cancellation of Indebtedness between the Company and That T. Ngo, Ph.D.,
dated July 1, 1999(11)10.23
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Gary L. Dreher,
dated July 1, 1999(11)10.24
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Douglas C.
MacLellan, dated July 1, 1999(11)10.25
    
    Employment Agreement of Gary L. Dreher dated November 23, 1999(4)10.26
    
    Consulting Agreement with That T. Ngo dated October 1, 1999(4)10.27
    
    Securities Purchase Agreement between the Company and the Purchasers listed on the Purchaser
Signature Pages attached thereto dated February 9, 2000(4)
 28




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##### Table of Contents



10.28
    
    Securities Purchase Agreement dated as of December 14, 2000 executed December 19, 2000(5).10.29
    
    Secured Promissory Note dated December 14, 2000, effective December 19, 2000(5)10.30
    
    Security and Pledge Agreement dated as of December 14, 2000, executed December 19, 2000(5)10.31
    
    Voting Trust Agreement dated as of December 14, 2000, executed December 19, 2000(5)10.32
    
    Exclusive Distribution Agreement dated December 14, 2000, effective December 19, 2000(5)10.33
    
    Technology Transfer Agreement effective July 30, 2001 between the Company and Lung-Ji Chang,
Ph.D.(12)10.34
    
    Executive Management Change in Control Severance Plan (13)10.35
    
    The Companys 2002 Stock Option Plan (14)10.36
    
    The Companys 2004 Stock Option Plan (15)10.37
    
    Employment Agreement of Gary L. Dreher dated January 31, 2005 (16)10.38
    
    Letter of Intent with Jade Capital Group Ltd. dated November 21, 2005 (17)*
    10.39
    
    2006 Equity Incentive Plan21.1
    
    Subsidiaries of the small business issuerNot Applicable.*
    31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
    31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
    32.1
    
    Certification Pursuant to 18 U.S.C. §1350 of Chief Executive Officer*
    32.2
    
    Certification Pursuant to 18 U.S.C. §1350 of Chief Financial Officer
 
 *
    
    filed herewith(1)
    
    Incorporated by reference to the Companys Report on Form 10-K for the
year ended December 31, 1989.(2)
    
    Incorporated by reference to the Companys Report on Form 10-K for the
year ended December 31, 1991.(3)
    
    Incorporated by reference to the Companys Report on Form 10-QSB for the
period ended September 30, 1998.(4)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1999.(5)
    
    Incorporated by reference to the Companys Report on Form 8-K dated
December 26, 2000.(6)
    
    Incorporated by reference to the Companys Report on Form 10-K for the
year ended December 31, 1990. 29




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##### Table of Contents



(7)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1993.(8)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1995.(9)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1997.(10)
    
    Incorporated by reference to the Companys Report on Form 10-QSB for the
period ended June 30, 1998.(11)
    
    Incorporated by reference to the Companys Registration Statement on Form
10-SB dated October 15, 1999.(12)
    
    Incorporated by reference from the Companys Report on Form 8-K dated
August 31, 2001(13)
    
    Incorporated by reference from the Companys Report on Form 10-KSB for
the year ended December 31, 2001.(14)
    
    Incorporated by reference from the Companys Report on Form 10-KSB for
the year ended December 31, 2002.(15)
    
    Incorporated by reference from the Companys Report on Form 10-KSB for
the year ended December 31, 2004.(16)
    
    Incorporated by reference from the Companys Form 8-K filed February 1,
2005.(17)
    
    Incorporated by reference from the Companys Form 8-K filed November 22,
2005 
 Item 14. Principal Accountant Fees and Services
  Audit and Non-Audit Fees
  Services Provided
    
    2005
    
    
    2004Audit Fees
    
    $
    45,000
    
    
    $
    38,000Audit Related Fees
    
    $
    
    
    
    $
    Tax Fees
    
    $
    
    
    
    $
    All Other Fees
    
    $
    10,300
    
    
    $
    18,050Total
    
    $
    55,300
    
    
    $
    56,050
    30




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##### Table of Contents



Audit Committee Pre-Approval Policies and Procedures
  31




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##### Table of Contents



SIGNATURES
  AMDL, INC.Dated:  March 29, 2006
    By:

/s/   Gary L. DreherGary L. DreherPresident and Chief Executive OfficerDated:  March 29, 2006
    By:

/s/ Gary L. DreherGary L. DreherActing Chief Financial Officer  Signatures
    
    Title
    
    Date/s/ Gary L. Dreher
    
    President and Chief Executive Officer and
Director
    
    March 29, 2006Gary L. Dreher
    
    (principal
executive officer)
Principal Financial and
Accounting Officer/s/ William M. Thompson
    
    Chairman of the Board
    
    March 29, 2006William M. Thompson III, M.D./s/ Edward R. Arquilla
    
    Director
    
    March 29, 2006Edward R. Arquilla, M.D./s/ Douglas C. MacLellan
    
    Director
    
    March 29, 2006Douglas C. MacLellan/s/ Marvin E. Rosenthale
    
    Director
    
    March 29, 2006Marvin E. Rosenthale
 32




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
 3.1
    
    Certificate of Incorporation of the Company(1)3.2
    
    Bylaws of the Company(2)3.3
    
    Certificate of Amendment(3)4.1
    
    Specimen of Common Stock Certificate(4)4.2
    
    Certificate of Designations(4)9.1
    
    Voting Trust Agreement by and between Jeanne Lai and Gary L. Dreher, as Co-Trustees, and
Chinese Universal Technologies Co., Ltd.(5)10.1
    
    Amendments to License Agreement between the Company and AMDL Canada, Inc., dated September
20, 1989, June 16, 1990 and July 5, 1990(6)10.2
    
    The Companys 1992 Stock Option Plan(2)10.3
    
    Operating Agreement of ICD, L.L.C.(7)




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##### Table of Contents



10.4
    
    Letter Agreement between the Company and BrianaBio-Tech, Inc. and AMDL Canada, Inc., dated
February 7, 1995(7)10.5
    
    The Companys Stock Bonus Plan(8)10.6
    
    Employment Agreement between the Company and Gary L. Dreher, dated January 15, 1998(9)10.7
    
    Salary Continuation Agreement between the Company and That T. Ngo, Ph.D., dated May 21, 1998(10)10.8
    
    Salary Continuation Agreement between the Company and Thomas V. Tilton, dated May 21, 1998(10)10.9
    
    Salary Continuation Agreement between the Company and Harry Berk, dated May 21, 1998(10)10.10
    
    Salary Continuation Agreement between the Company and Gary L. Dreher, dated May 21, 1998(10)10.11
    
    Agreement between the Company and William M. Thompson, M.D., dated May 21, 1998(10)10.12
    
    Amendment No. 1 to Employment Agreement with That T. Ngo, Ph.D., dated July 1, 1998 (10)10.13
    
    Agreement Relating to Salary deferral between the Company and Thomas V. Tilton, dated July
1, 1998(10)10.14
    
    Agreement Relating to Salary deferral between the Company and Harry Berk, dated July 1,
1998(10)10.15
    
    Securities Purchase Agreement between the Company and the Purchasers listed on the Purchaser
Signature Pages attached thereto, dated February 17, 1999(11)10.16
    
    The Companys 1999 Stock Option Plan(11)10.17
    
    Agreement Regarding Cancellation of Indebtedness between the Company and William M.
Thompson, III, M.D., dated July 1, 1999(11)10.18
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Harry Berk, dated
July 1, 1999(11)10.19
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Edward Arquilla,
M.D., dated July 1, 1999(11)10.20
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Thomas V. Tilton,
dated July 1, 1999(11)10.21
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Donald Rounds,
dated July 1, 1999(11)10.22
    
    Agreement Regarding Cancellation of Indebtedness between the Company and That T. Ngo, Ph.D.,
dated July 1, 1999(11)10.23
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Gary L. Dreher,
dated July 1, 1999(11)10.24
    
    Agreement Regarding Cancellation of Indebtedness between the Company and Douglas C.
MacLellan, dated July 1, 1999(11)10.25
    
    Employment Agreement of Gary L. Dreher dated November 23, 1999(4)10.26
    
    Consulting Agreement with That T. Ngo dated October 1, 1999(4)10.27
    
    Securities Purchase Agreement between the Company and the Purchasers listed on the Purchaser
Signature Pages attached thereto dated February 9, 2000(4)




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##### Table of Contents



10.28
    
    Securities Purchase Agreement dated as of December 14, 2000 executed December 19, 2000(5).10.29
    
    Secured Promissory Note dated December 14, 2000, effective December 19, 2000(5)10.30
    
    Security and Pledge Agreement dated as of December 14, 2000, executed December 19, 2000(5)10.31
    
    Voting Trust Agreement dated as of December 14, 2000, executed December 19, 2000(5)10.32
    
    Exclusive Distribution Agreement dated December 14, 2000, effective December 19, 2000(5)10.33
    
    Technology Transfer Agreement effective July 30, 2001 between the Company and Lung-Ji Chang,
Ph.D.(12)10.34
    
    Executive Management Change in Control Severance Plan (13)10.35
    
    The Companys 2002 Stock Option Plan (14)10.36
    
    The Companys 2004 Stock Option Plan (15)10.37
    
    Employment Agreement of Gary L. Dreher dated January 31, 2005 (16)10.38
    
    Letter of Intent with Jade Capital Group Ltd. dated November 21, 2005 (17)*
    10.39
    
    2006 Equity Incentive Plan21.1
    
    Subsidiaries of the small business issuerNot Applicable.*
    31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
    31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
    32.1
    
    Certification Pursuant to 18 U.S.C. §1350 of Chief Executive Officer*
    32.2
    
    Certification Pursuant to 18 U.S.C. §1350 of Chief Financial Officer
 
 *
    
    filed herewith(1)
    
    Incorporated by reference to the Companys Report on Form 10-K for the
year ended December 31, 1989.(2)
    
    Incorporated by reference to the Companys Report on Form 10-K for the
year ended December 31, 1991.(3)
    
    Incorporated by reference to the Companys Report on Form 10-QSB for the
period ended September 30, 1998.(4)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1999.(5)
    
    Incorporated by reference to the Companys Report on Form 8-K dated
December 26, 2000.(6)
    
    Incorporated by reference to the Companys Report on Form 10-K for the
year ended December 31, 1990.




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##### Table of Contents



(7)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1993.(8)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1995.(9)
    
    Incorporated by reference to the Companys Report on Form 10-KSB for the
year ended December 31, 1997.(10)
    
    Incorporated by reference to the Companys Report on Form 10-QSB for the
period ended June 30, 1998.(11)
    
    Incorporated by reference to the Companys Registration Statement on Form
10-SB dated October 15, 1999.(12)
    
    Incorporated by reference from the Companys Report on Form 8-K dated
August 31, 2001(13)
    
    Incorporated by reference from the Companys Report on Form 10-KSB for
the year ended December 31, 2001.(14)
    
    Incorporated by reference from the Companys Report on Form 10-KSB for
the year ended December 31, 2002.(15)
    
    Incorporated by reference from the Companys Report on Form 10-KSB for
the year ended December 31, 2004.(16)
    
    Incorporated by reference from the Companys Form 8-K filed February 1,
2005.(17)
    
    Incorporated by reference from the Companys Form 8-K filed November 22,
2005