<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended March 31, 2001

[ ] 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.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Delaware                                               33-0413161
---------------------------------                            -------------------
  (State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)


             2492 Walnut Avenue, Suite 100, Tustin, California 92780
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (714) 505-4460
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                Yes  X    No
                                    ---      ---

     As of May 14, 2001 the Company had 5,524,024 shares of its $.001 par value
common stock issued and outstanding.

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                                                                            PAGE
                                                                            ----
PART I - FINANCIAL INFORMATION.............................................   2

ITEM 1. Financial Statements

        Balance Sheets at March 31, 2001 (unaudited) and December 31, 2000.   2

        Unaudited Statements of Operations for the three month periods
          ended March 31, 2001 and 2000....................................   3

        Unaudited Statements of Cash Flows for the three month periods
          ended March 31, 2001 and 2000....................................   5

        Notes to Condensed Consolidated Financial Statements...............   7

ITEM 2. Management's Discussion and Analysis...............................  10

PART II  OTHER INFORMATION.................................................  11


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<PAGE>   3

                                   AMDL, INC.

                                 BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                         March 31,     December 31,
                                                           2001            2000
                                                       ------------    ------------
                                                        (Unaudited)     (Audited)
<S>                                                    <C>             <C>
Current assets
  Cash and cash equivalents                            $  2,738,096    $  1,241,360
  Accounts receivable                                        30,050          23,718
  Inventories                                                69,907          73,192
  Stock subscription receivable                                  --       2,000,000
                                                       ------------    ------------
Total current assets                                      2,838,053       3,338,270

  Other assets                                                5,758           5,758
                                                       ------------    ------------
                                                       $  2,843,811    $  3,344,028
                                                       ============    ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Notes payable                                        $     25,000    $     25,000
  Accounts payable and accrued expenses                     157,679         270,219
  Accrued payroll and related expenses                       53,093          58,396
  Customer deposits                                           5,800           5,800
  Deferred revenue                                           62,069          62,069
                                                       ------------    ------------
Total current liabilities                                   303,641         421,484

  Deferred revenue, net of current portion                  217,242         232,759
                                                       ------------    ------------
Total liabilities                                           520,883         654,243

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.001 par value; 50,000,000 shares
    authorized; 5,384,024 and 5,279,024 shares
    issued and outstanding at March 31, 2001 and
    December 31, 2000, respectively                           5,383           5,279
  Prepaid offering costs                                    (82,621)             --
  Additional paid in capital                             17,569,553      17,393,926
  Accumulated deficit                                   (15,169,387)    (14,709,420)
                                                       ------------    ------------
Total stockholders' equity                                2,322,928       2,689,785
                                                       ------------    ------------
                                                       $  2,843,811    $  3,344,028
                                                       ============    ============
</TABLE>

See accompanying notes to financial statements.

                                       2

<PAGE>   4

                                   AMDL, INC.

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                          -------------------------------
                                          MARCH 31, 2001   MARCH 31, 2000
                                          --------------   --------------
<S>                                        <C>               <C>
Revenues                                   $    59,747       $     2,585

Cost of sales                                   14,463             2,006
                                           -----------       -----------
Gross profit (loss)                             45,284               579
                                           -----------       -----------

Operating expenses:
   Research and development                     22,127            66,732
   General and administrative                  501,756           238,076
                                           -----------       -----------
                                               523,883           304,808
                                           -----------       -----------
Loss from operations                          (478,599)         (304,229)
                                           -----------       -----------

Other income (expense):
   Interest expense                                 --            (1,765)
   Interest income                              18,632               528
   Other                                            --                --
                                           -----------       -----------
                                                18,632            (1,237)
                                           -----------       -----------
         Net (loss)                        $  (459,967)      $  (305,466)
                                           ===========       ===========
Basic and diluted (loss) per share         $     (0.09)      $     (0.19)
                                           ===========       ===========
Weighted average shares outstanding          5,349,357         1,651,124
                                           ===========       ===========
</TABLE>

See accompanying notes to financial statements.

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<PAGE>   5

                                   AMDL, INC.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                    ------------------------------
                                                    MARCH 31, 2001  MARCH 31, 2000
                                                    --------------  --------------
<S>                                                  <C>              <C>
Cash flows from operating activities:
  Net (loss)                                         $  (459,967)     $(305,466)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Common stock issued for services                     131,200             --
    Warrants and options issued for services               5,156         69,056
    Changes in operating assets and liabilities:
Accounts receivable, net                                  (6,332)        (2,941)
Prepaid expenses                                              --          5,757
Inventories                                                3,285             --
Other current assets                                          --           (126)
Accounts payable and accrued expenses                   (112,540)        (1,030)
Accrued payroll and related expenses                      (5,303)        43,586
Deferred revenue                                         (15,517)            --
                                                     -----------      ---------
    Net cash used in operating activities               (460,018)      (191,164)
                                                     -----------      ---------

Cash flows from financing activities:

Stock subscription receivable                          2,000,000             --
Proceeds from issuance of common stock,
  net of offering costs of $4,375                         39,375             --
Proceeds from issuance of preferred stock                     --        135,000
Offering costs paid in advance for monies raised         (82,621)            --
                                                     -----------      ---------
    Net cash provided/(used) by
      financing activities                             1,956,754        135,000
                                                     -----------      ---------

Net change in cash                                     1,496,736        (56,164)

Cash at beginning of period                            1,241,360         75,867
                                                     -----------      ---------
Cash at end of period                                $ 2,738,096      $  19,703
                                                     ===========      =========
</TABLE>

See notes to financial statements for supplemental disclosures of non-cash
investing and financing activities.

See accompanying notes to financial statements.


                                       4

<PAGE>   6

                                   AMDL, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                  FOR THE PERIODS ENDED MARCH 31, 2001 AND 2000


NOTE 1 - MANAGEMENT'S REPRESENTATION

The financial statements included herein have been prepared by AMDL, Inc. (the
"Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information normally included in the
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America has been omitted pursuant to such rules
and regulations. However, the Company believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that the
financial statements be read in conjunction with the audited financial
statements and notes for the fiscal year ended December 31, 2000 included in the
Company's Annual Report on Form 10-KSB. The interim results are not necessarily
indicative of the results for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

AMDL, Inc. was incorporated July 10, 1987, in the state of Delaware; however, no
financial activity occurred until 1988.

Since inception, the Company has primarily been engaged in the commercial
development of, and the obtaining of various governmental regulatory approvals
for the marketing of its proprietary diagnostic tumor-marker test kit (DR-70(R))
to detect the presence of lung and other types of cancer, and its proprietary
test kit (Pylori Probe) designed to detect antibodies to Helicobacter pylori
("H. pylori"), a bacterium associated with chronic gastritis and ulcers which,
if left untreated, may lead to stomach cancer. The Company has recently
broadened its scope and product line and has a selection of diagnostic test kits
for several types of cancer, infectious diseases, endocrinology, diabetes,
nephrology and allergy

TERMINATION OF DEVELOPMENT STAGE

Effective December 14, 2000, as a result of an Exclusive Distribution Agreement
with Chinese Universal Technologies and the commencement of planned operations
in relation to the Company's business plan, as discussed above, management has
determined that the Company is no longer in the development stage. All
references to cumulative statement of operations, stockholders' equity
(deficit), and statements of cash flows have been eliminated in the accompanying
financial statements.

DEFERRED REVENUE

Deferred revenue represents the unamortized portion of a $300,000 exclusive
distribution agreement with a related party. The exclusive distribution
agreement expires in October, 2005 and requires the related party to market and
distribute the Company's products and to purchase a minimum of 10,000 DR-70(R)
kits per year. The Company is amortizing the balance of the exclusive
distribution agreement as income in the statement of operations over the term of
the agreement, totaling $15,517 for the three-month period ended March 31, 2001.

INVENTORIES

Inventories, which consist primarily of raw materials and related materials, are
stated at the lower of cost or market with cost determined on a first-in,
first-out (FIFO) basis. The Company regularly monitors inventory for excess or
obsolete items and makes any valuation corrections when such adjustments are
needed.

COMMON STOCK ISSUED FOR SERVICES RENDERED

The Company periodically issues common stock for services rendered. Common stock
issued is valued at the estimated fair market value, as determined by management
and the board of directors of the Company. Management and the board of directors
consider market price quotations, recent stock offering prices and other factors
in determining fair market value for purposes of valuing the common stock.


                                       5

<PAGE>   7

                                   AMDL, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                  FOR THE PERIODS ENDED MARCH 31, 2001 AND 2000


RISK AND UNCERTAINTIES

Both of the Company's lines of proprietary test kits are deemed as medical
devices or biologics, and as such are governed by the Federal Food and Drug and
Cosmetics Act and by the regulations of state agencies and various foreign
government agencies. Currently, the Company is marketing DR-70(R) to reference
laboratories in the United States under a "Research Use Only" labeling
exemption. In addition, the Company has received regulatory approval from
various foreign governments to sell its products and is in the process of
obtaining regulatory approval within other foreign markets. There can be no
assurance that the Company will maintain the regulatory approvals required to
market its products.

The Company is subject to the risk of failure in maintaining its current
regulatory approvals and in obtaining future regulatory approval, as well as the
timely receipt of such approval, if obtained. Therefore, the Company is subject
to substantial business risks and uncertainties inherent in such an entity;
including the potential of business failure.

The Company's revenue from product sales derived from its operations is small.
However, the Company believes that its current cash position of $2,738,096 at
March 31, 2001 is more than sufficient to fund its operations and working
capital requirements through December 31, 2001.

REVENUE RECOGNITION

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB 101"), "Revenue Recognition", which outlines the basic criteria
that must be met to recognize revenue and provides guidance for presentation of
revenue and for disclosure related to revenue recognition policies in financial
statements filed with the Securities and Exchange Commission. The effective date
of this pronouncement is the fourth quarter of the fiscal year beginning after
December 15, 1999. The adoption of SAB 101 did not have a material impact on the
Company's financial position and results of operations.

WEB SITE DEVELOPMENT COSTS

In March 2000, the Emerging Issues Task Force reached a consensus on Issue No.
00-2, "Accounting for Web Site Development Costs" (EITF 00-2") to be applicable
to all web site development costs incurred for the quarter beginning after June
30, 2000. The consensus state that for specific web site development costs, the
accounting for such costs should be accounted for under AICPA Statement of
Position 98-1 (SOP 98-1), "Accounting for the Cost of Computer Software
Developed or Obtained for Internet Use". The adoption of EITF 00-2 did not have
a material effect on the Company's financial statements.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The FASB Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities on the balance sheet at their fair value. This
statement, as amended by SFAS 137, is effective for financial statements for all
fiscal quarters of all fiscal years beginning after June 15, 2000. The adoption
of this standard did not have a material effect on the Company's results of
operations, financial position or cash flows.

NOTE 3 - STOCK ISSUANCE

On March 5, 2001, the Company issued 25,000 shares of common stock at $1.75 per
share for aggregate cash consideration of $39,375 (net of offering costs of
$4,375). Other funding costs incurred during the quarter ended March 31, 2001
included consulting, legal and travel expenses related to the sale of stock,
occurring after the end of the quarter, amounting to $82,621. These costs have
been recorded as prepaid offering costs under stockholders' equity as of March
31, 2001.

On January 9, 2001, the Company issued 40,000 shares of common stock valued at
$64,800 (based on the market price on the date of grant) to consultants for
investor relations services.


                                       6

<PAGE>   8
                                   AMDL, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                  FOR THE PERIODS ENDED MARCH 31, 2001 AND 2000


On January 29, 2001, the Company issued 40,000 shares of common stock valued at
$66,400 (based on the market price on the date of grant) to consultants for
investor relations services.

NOTE 4 - STOCK OPTIONS

The Company has a Stock Option Plan (the "Plan"). Under the Plan, incentive
stock options and nonqualified options may be granted to officers and employees
of the Company for the purchase of up to 2,000,000 shares of the Company's
common stock. The exercise price per share under the incentive stock option plan
shall not be less than 100% of the fair market value per share on the date of
grant. The exercise price per share under the non-qualified stock option plan
shall not be less than 85% of the fair market value per share on the date of
grant. Expiration dates for the grants may not exceed 10 years from the date of
grant. The Plan terminates on June 30, 2009. No options were granted under the
plan during the quarter ended March 31, 2001; however, pursuant to SFAS 123
stock option expense of $5,156 was recognized in the statement of operations
during the first quarter ended March 31, 2001 for options previously issued.

NOTE 5 - SUBSEQUENT EVENTS

On April 9, 2001, the Company received $100,000 and issued 100,000 shares of
common stock in accordance with the exercise of outstanding warrants.

On April 16, 2001, the Company issued 40,000 shares of common stock valued at
$76,400 (based on the market price on the date of grant) to consultants for
investor relations services.

On April 20, 2001 the Company received $99,750 for the purchase of 57,000 shares
of common stock. On April 30, 2001, the Company received $35,000 for the
purchase of 20,000 shares of common stock. On May 2, 2001, the Company received
$8,750 for the purchase of 5000 shares of common stock. None of this stock has
been issued as of the date of filing.


                                       7


<PAGE>   9

ITEM 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

GENERAL

Since inception, we have been in the development stage and have devoted our
resources to research and development, obtaining regulatory approval and raising
working capital to support our DR-70(R) activities. Effective December 14, 2000,
as a result of an Exclusive Distribution Agreement with Chinese Universal and
the commencement of planned operations, management has determined the we are no
longer in the development stage. For the quarter ended March 31, 2001, we
generated $59,747 in net sales of products and marketing rights. Historically,
our income has come from the sale of licenses, royalties and options to purchase
marketing rights. We have incurred losses since inception, including an
operating loss of $459,967 for the quarter ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

From December 31, 2000 to March 31, 2001, our cash and cash equivalents
increased by $1,496,736 as a result of successful efforts in raising capital. As
of May 14, 2001, cash is being depleted at the rate of approximately $100,000
per month. We expect to receive additional cash from product sales. We have
commitments for the purchase of our products to be marketed in the United
States, the United Kingdom and Asia. There is no assurance as to when, if ever,
we will be able to conduct our operations on a profitable basis. However, the
Company believes that its current cash position of $2,738,096 at March 31, 2001
is more than sufficient to fund its operations and working capital requirements
through December 31, 2001.

Our total outstanding indebtedness, including accounts payable, accrued
expenses, accrued payroll and related expense, deferred revenue and customer
deposits was $520,883 at March 31, 2001. We are continuing our efforts to expand
our operations, including international market development for our products and
obtaining the required regulatory approvals. There can be no assurance, however,
as to the success of these efforts, or, if successful, what the cost or terms
thereof will be.

We do not anticipate any significant changes in the number of employees;
however, we may seek to add employees to further our efforts to distribute our
products. The loss of any of our key employees could have a material adverse
effect upon our operations.

ASSETS AND LIABILITIES

Total assets decreased from $3,344,028 at December 31, 2000 to $2,843,811 at
March 31, 2001. The decrease is a result of a $459,967 loss from continuing
operations and the fact that no cash proceeds were received from the issuance of
securities during the period.

Total liabilities decreased from $654,243 at December 31, 2000 to $520,883 at
March 31, 2001. At March 31, 2001 total liabilities included $279,311of deferred
revenue to be amortized over a five year period, which did not exist during the
same period of the prior year, therefore, the amount actually owed to third
parties was $241,572 as of March 31, 2001. The decrease resulted from payments
of accounts payable and accrued expenses.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000.

During the three months ended March 31, 2001, the Company generated $59,747 from
product sales compared to revenues for the three months ended March 31, 2000 of
$2,585. The increase in revenues is due to a greater number of orders for OEM
products, sales of DR-70(R), and the amortization of deferred revenue for
marketing rights. Total operating expenses for the three months ended March 31,
2001 were $523,883 compared to total operating expenses for the three months
ended March 31, 2000 of $304,808. The increase in expenses for the three months
ended March 31, 2001 is the result of bonuses paid to employees, higher
professional fees, and consulting expense recorded for stock issued for
services, which has increased as the stock price increases and is a non-cash
item. In the three months ended March 31, 2001, the Company's net loss was
$459,967 compared to a net loss of $305,466 for the prior year period and the
Company's gross profit was 75.8% and 22.4%, respectively. If the affect of the
non-cash consulting expense is removed from the current period loss, it would be
only slightly higher than the loss for the prior year. The increase in gross
profit is the result of sales of DR-70(R), which occurred in the first quarter
of the current year but not the prior year.


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<PAGE>   10

FORWARD LOOKING STATEMENTS

This Form 10-QSB contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements made by the Company involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from
the forward looking statements include, but are not limited to, risks associated
with lack of significant operating history, demand for the Company's products,
international business operations, dependence on licensees, governmental
regulations, technological changes, intense competition and dependence on
management. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. The Company's management disclaims
any obligation to forward-looking statements contained herein to reflect any
change in the Company's expectation with regard thereto or any change in events,
conditions, circumstances or assumptions underlying such statements.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        Inapplicable.

Item 2. Changes in Securities and Use of Proceeds.

On March 5, 2001, the Company issued 25,000 shares of common stock at $1.75 per
share for aggregate cash consideration of $39,375 (net of offering costs of
$4,375). Other funding costs incurred during the quarter ended March 31, 2001
included consulting, legal and travel expenses related to the sale of stock,
occurring after the end of the quarter, amounting to $82,621. These costs have
been recorded as prepaid offering costs as of March 31, 2001.

On January 9, 2001, the Company issued 40,000 shares of common stock (valued at
$64,800 based on the market price on the date of grant) to consultants for
investor relations services.

On January 29, 2001, the Company issued 40,000 shares of common stock (valued at
$66,400 based on the market price on the date of grant) to consultants for
investor relations services.

On April 9, 2001, the Company received $100,000 and issued 100,000 shares of
common stock in accordance with the exercise of outstanding warrants.

On April 16, 2001, the Company issued 40,000 shares of common stock valued at
$76,400 (based on the market price on the date of grant) to consultants for
investor relations services.

On April 20, 2001 the Company received $99,750 for the purchase of 57,000 shares
of common stock. On April 30, 2001, the Company received $35,000 for the
purchase of 20,000 shares of common stock. On May 2, 2001, the Company received
$8,750 for the purchase of 5000 shares of common stock. None of this stock has
been issued as of May 14, 2001.

Item 3. Defaults Upon Senior Securities.

        Inapplicable.

Item 4. Submission of Matters to a Vote of Security Holders.

        Inapplicable.

Item 5. Other Information.

        Inapplicable.

Item 6. Exhibits and Reports on Form 8-K.

        None


                                       9

<PAGE>   11

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                  AMDL, Inc.


Dated: May 14, 2001                               By: /s/ Gary L. Dreher
                                                      --------------------------
                                                          GARY L. DREHER,
                                                          President



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