U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB/A No. 2
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 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 1-16695
 AMDL, Inc.
 (Exact name of small business issuer as specified in its charter)
 Delaware
    
    33-0413161(State or other jurisdiction
    
    (IRS Employerof incorporation or organization)
    
    Identification No.)
 2492 Walnut Avenue, Suite 100, Tustin, California 92780
   (Issuers telephone number)
 Not Applicable
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ
  þ o
  EXPLANATORY
NOTE:




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AMDL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenues
    
    $
    5,808,376
    
    
    $
    21,005
    
    
    $
    9,646,056
    
    
    $
    54,105Cost of sales
    
    
    2,226,692
    
    
    
    8,972
    
    
    
    4,186,051
    
    
    
    21,460Gross profit
    
    
    3,581,684
    
    
    
    12,033
    
    
    
    5,460,005
    
    
    
    32,645Operating expenses:Research and development
    
    
    2,407
    
    
    
    162,894
    
    
    
    15,534
    
    
    
    282,139Selling, general and administrative
    
    
    3,090,059
    
    
    
    819,265
    
    
    
    8,330,604
    
    
    
    2,340,319Total operating expenses
    
    
    3,092,466
    
    
    
    982,159
    
    
    
    8,346,138
    
    
    
    2,622,458Gain (loss) from operations
    
    
    489,218
    
    
    
    (970,126
    )
    
    
    (2,886,133
    )
    
    
    (2,589,813
    )Other income (expense):Loss on the disposal of equipment
    
    
    (1,555
    )
    
    
    
    
    
    
    (3,855
    )
    
    
    Interest income
    
    
    1,996
    
    
    
    7,789
    
    
    
    7,584
    
    
    
    22,489Interest expense
    
    
    (87,081
    )
    
    
    
    
    
    
    (276,045
    )
    
    
    Total other income (expense), net
    
    
    (86,640
    )
    
    
    7,789
    
    
    
    (272,316
    )
    
    
    22,489Income (loss) before provision for income taxes
    
    
    402,578
    
    
    
    (962,337
    )
    
    
    (3,158,499
    )
    
    
    (2,567,324
    )Provision for income taxes
    
    
    19,470
    
    
    
    
    
    
    
    108,154
    
    
    
    Net income (loss)
    
    
    383,108
    
    
    
    (962,337
    )
    
    
    (3,266,603
    )
    
    
    (2,567,324
    )Other comprehensive income:Foreign currency translation gain
    
    
    247,918
    
    
    
    
    
    
    
    591,254
    
    
    
    Comprehensive gain (loss)
    
    $
    631,026
    
    
    $
    (962,337
    )
    
    $
    (2,675,349
    )
    
    $
    (2,567,324
    )Basic income (loss) per common share
    
    $
    0.03
    
    
    $
    (0.13
    )
    
    $
    (0.29
    )
    
    $
    (0.38
    )Diluted income (loss) per common share
    
    $
    0.03
    
    
    $
    
    
    
    $
    (0.29
    )
    
    $
    Weighted average common shares outstanding  basic
    
    
    12,550,666
    
    
    
    7,372,750
    
    
    
    11,357,055
    
    
    
    6,689,326Weighted average common shares outstanding  diluted
    
    
    12,773,521
    
    
    
    7,372,750
    
    
    
    11,357,055
    
    
    
    6,689,326
  2




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AMDL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months EndedSeptember 30, 2007
    
    
    September 30, 2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (3,266,603
    )
    
    $
    (2,567,324
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    884,812
    
    
    
    81,463Loss on disposal of equipment
    
    
    3,855
    
    
    
    Fair market value of common stock, warrants and options issued for services
    
    
    1,814,464
    
    
    
    481,525Fair market value of options granted to employees and directors for services
    
    
    1,507,310
    
    
    
    240,300Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,176,945
    )
    
    
    Inventories
    
    
    (94,847
    )
    
    
    4,983Prepaid expenses and other current assets
    
    
    (1,928,412
    )
    
    
    21,115Other assets
    
    
    (465,166
    )
    
    
    Accounts payable and accrued expenses
    
    
    (34,868
    )
    
    
    220,630Deferred revenue
    
    
    279,344
    
    
    
    Value added and other taxes payable
    
    
    558,240
    
    
    
    Net cash used in operating activities
    
    
    (1,918,816
    )
    
    
    (1,517,308
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (1,946,551
    )
    
    
    (2,797
    )Purchases of production rights
    
    
    (1,340,853
    )
    
    
    Cash paid for JPI acquisition, net of cash acquired
    
    
    
    
    
    
    (373,104
    )Net cash used in investing activities
    
    
    (3,287,404
    )
    
    
    (375,901
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock, net of offering costs of $757,014 in
2007 and $354,571 in 2006
    
    
    4,572,497
    
    
    
    1,457,924Proceeds from exercise of options
    
    
    271,200
    
    
    
    Proceeds from exercise of warrants
    
    
    
    
    
    
    42,241Net cash provided by financing activities
    
    
    4,843,697
    
    
    
    1,500,165Effect of exchange rates on cash and cash equivalents
    
    
    (5,572
    )
    
    
    Net change in cash and cash equivalents
    
    
    (356,951
    )
    
    
    (393,044
    )Cash and cash equivalents, beginning of the period
    
    
    1,584,973
    
    
    
    1,398,092Cash and cash equivalents, end of period
    
    $
    1,228,022
    
    
    $
    1,005,048SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period for interest
    
    $
    276,045
    
    
    $
    Cash paid during the period for income taxes
    
    $
    108,199
    
    
    $
    2,881SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:Value of common stock recorded as prepaid consulting and accrued expenses
    
    $
    1,893,600
    
    
    
    Increase in debt and fixed assets due to purchase price adjustment
    
    $
    214,617
    
    
    
    
  3




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SIGNATURES
  AMDL, Inc.Dated:  November 14, 2008
    By:
    /s/ Douglas C. MacLellanDouglas C. MacLellan, Chief Executive Officer 4




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Exhibit No.
    
    Description31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
    
    Certification Pursuant to 18 U.S.C. §1350 of Chief Executive Officer32.2
    
    Certification Pursuant to 18 U.S.C. §1350 of Chief Financial Officer
 5