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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-QSB / A

(Mark One)

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

For the quarterly period ended June 30, 2002

|    |                                          |                                                
|--- | ---------------------------------------- | -----------------------------------------------
|[ ] | 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 August 9, 2002 the Company had 8,749,990 shares of its $.001 par
value common stock issued and outstanding.





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TABLE OF CONTENTS



|                             |                                                                                               |                               |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                                                                 
|                             |                                                                                               | BALANCE SHEETS               
|                             |                                                                                               | STATEMENTS OF OPERATIONS     
|                             |                                                                                               | STATEMENTS OF CASH FLOWS     
|                             |                                                                                               | NOTES TO FINANCIAL STATEMENTS
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II  OTHER INFORMATION 
|SIGNATURES                  
|CERTIFICATIONS              
|EXHIBIT INDEX               
|EXHIBIT 99.1                
|EXHIBIT 99.2                



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|                                                                                                    |  |      |    | 
|--------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                    |  | PAGE
|                                                                                                    |  |     
|PART
I - FINANCIAL INFORMATION                                                                      |  |      | 2  | 
|Item 1. Financial Statements                                                                        |  |      |    | 
|Balance Sheets at June 30, 2002 (unaudited) and December 31, 2001                                   |  |      | 2  | 
|Unaudited Statements of Operations for the three and
six month periods ended June 30, 2002 and 2001 |  |      | 3  | 
|Unaudited Statements of Cash Flows for the
six month periods ended June 30, 2002 and 2001           |  |      | 4  | 
|Notes to Condensed Consolidated Financial Statements                                                |  |      | 5  | 
|Item 2. Managements Discussion and Analysis                                                        |  |      | 8  | 
|PART II OTHER INFORMATION                                                                           |  |      | 10 | 

1



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##### Table of Contents






PART I FINANCIAL INFORMATION




Item 1. Financial Statements

AMDL, INC.




BALANCE SHEETS

|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |   |  | 
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | --------- | ----------- | ----------- | - | ------------ | ----------- | - |  | 
|                                      |                                                                                                                                                                          |   |           |             | June 30,    |   | December 31,
|                                      |                                                                                                                                                                          |   |           |             | 2002        |   | 2001        
|                                      |                                                                                                                                                                          |   |           |             |             |   |             
|                                      |                                                                                                                                                                          |   |           |             | (Unaudited) |   | (Audited)   
|ASSETS                               
|Current assets:                       |                                                                                                                                                                          |   |           |             |             |   |              |            
|                                      | Cash and cash equivalents                                                                                                                                                |   | $         | 1,347,188   |             |   | $            | 2,929,833   |  
|                                      | Accounts receivable                                                                                                                                                      |   |           | 22,404      |             |   |              | 10,287      |  
|                                      | Inventories                                                                                                                                                              |   |           | 99,227      |             |   |              | 79,466      |  
|                                      | Prepaid expenses                                                                                                                                                         |   |           | 3,604       |             |   |              | 27,727      |  
|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |  
|Total current assets                  |                                                                                                                                                                          |   | 1,472,423 |             |             |   | 3,047,313    |            
|Intellectual property, net            |                                                                                                                                                                          |   | 1,908,333 |             |             |   | 1,958,333    |            
|Fixed assets, net                     |                                                                                                                                                                          |   | 36,564    |             |             |   | 15,000       |            
|Other assets                          |                                                                                                                                                                          |   | 5,758     |             |             |   | 5,758        |            
|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |  
|                                      |                                                                                                                                                                          | $ | 3,423,078 |             |             | $ | 5,026,404    |            
|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT
|Current liabilities:                  |                                                                                                                                                                          |   |           |             |             |   |              |            
|                                      | Accounts payable and accrued expenses                                                                                                                                    |   | $         | 201,676     |             |   | $            | 126,416     |  
|                                      | Accrued payroll and related expenses                                                                                                                                     |   |           | 73,529      |             |   |              | 85,778      |  
|                                      | Customer deposits                                                                                                                                                        |   |           | 5,800       |             |   |              | 5,800       |  
|                                      | Notes payable                                                                                                                                                            |   |           | 25,000      |             |   |              | 25,000      |  
|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |  
|Total current liabilities             |                                                                                                                                                                          |   | 306,005   |             |             |   | 242,994      |            
|Commitments and contingencies         |                                                                                                                                                                          |   |           |             |             |   |              |            
|Stockholders equity:                 |                                                                                                                                                                          |   |           |             |             |   |              |            
|                                      | Common
stock, $0.001 par value; 50,000,000 shares
authorized; 8,716,657 and 8,076,657 shares
issued and outstanding at June 30, 2002 and
December 31, 2001, respectively |   |           | 8,716       |             |   |              | 8,077       |  
|                                      | Additional paid in capital                                                                                                                                               |   |           | 22,672,496  |             |   |              | 21,831,200  |  
|                                      | Accumulated deficit                                                                                                                                                      |   |           | (19,564,139 | )           |   |              | (17,055,867 | )
|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |  
|Total stockholders equity            |                                                                                                                                                                          |   | 3,117,073 |             |             |   | 4,783,410    |            
|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |  
|                                      |                                                                                                                                                                          | $ | 3,423,078 |             |             | $ | 5,026,404    |            
|                                      |                                                                                                                                                                          |   |           |             |             |   |              |             |  

See accompanying notes to financial statements.

2



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AMDL, INC.




STATEMENTS OF OPERATIONS
(Unaudited)

|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |         |            |  
|----------------------------------- | -------------------------- | -------- | ---------- | ------------------ | ---------- | ---------------- | --------- | ------- | -------- | ---- | ---------- | --------- | ---------- | - | ---------- | ------- | ---------- | -
|                                    |                            |          |            | Three Months Ended |            | Six Months Ended
|                                    |                            |          |            | June 30,           |            | June 30,        
|                                    |                            |          |            |                    |            |                 
|                                    |                            |          |            | 2002               |            | 2001             |           | 2002    |          | 2001
|                                    |                            |          |            |                    |            |                  |           |         |          |     
|Revenues:                           |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        
|                                    | Product sales              |          | $          | 43,062             |            |                  | $         | 52,359  |          |      | $          | 73,807    |            |   | $          | 96,589  |           
|                                    | Licensing                  |          |            |                   |            |                  |           | 15,517  |          |      |            |          |            |   |            | 31,034  |           
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        
|                                    |                            |          | 43,062     |                    |            |                  | 67,876    |         |          |      | 73,807     |           |            |   | 127,623    |        
|Cost of sales                       |                            |          | 18,772     |                    |            |                  | 24,159    |         |          |      | 34,066     |           |            |   | 38,623     |        
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        
|Gross profit                        |                            |          | 24,290     |                    |            |                  | 43,717    |         |          |      | 39,741     |           |            |   | 89,000     |        
|Operating expenses:                 |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        
|                                    | Research and development   |          |            | 91,361             |            |                  |           | 39,935  |          |      |            | 240,758   |            |   |            | 62,063  |           
|                                    | Non-cash consulting        |          |            | 317,690            |            |                  |           | 728,110 |          |      |            | 587,987   |            |   |            | 859,310 |           
|                                    | General and administrative |          |            | 752,498            |            |                  |           | 259,702 |          |      |            | 1,735,988 |            |   |            | 630,256 |           
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        
|                                    |                            |          | 1,161,549  |                    |            |                  | 1,027,747 |         |          |      | 2,564,733  |           |            |   | 1,551,629  |        
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        
|Loss from operations                |                            |          | (1,137,259 | )                  |            |                  | (984,030  | )       |          |      | (2,524,992 | )         |            |   | (1,462,629 | )      
|Interest income                     |                            |          | 6,249      |                    |            |                  | 40,087    |         |          |      | 16,720     |           |            |   | 58,719     |        
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        
|                                    |                            | Net loss |            | $                  | (1,131,010 | )                |           | $       | (943,943 | )    |            | $         | (2,508,272 | ) |            | $       | (1,403,910 | )
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |         |           
|Basic and diluted loss
per share    |                            | $        | (0.13      | )                  |            | $                | (0.14     | )       |          | $    | (0.30      | )         |            | $ | (0.23      | )      
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |         |           
|Weighted average shares
outstanding |                            |          | 8,549,752  |                    |            |                  | 6,650,395 |         |          |      | 8,346,740  |           |            |   | 6,003,470  |        
|                                    |                            |          |            |                    |            |                  |           |         |          |      |            |           |            |   |            |        

See accompanying notes to financial statements.

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AMDL, INC.




STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |            |         |         |           | 
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------- | --------------------------------------------------- | ------- | ---------------- | --------- | ---------- | ------- | ------- | --------- | 
|                                                  |                                                                                   |                                                               |                                       |                                                     |         | Six Months Ended
|                                                  |                                                                                   |                                                               |                                       |                                                     |         | June 30,        
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                 
|                                                  |                                                                                   |                                                               |                                       |                                                     |         | 2002             |           | 2001      
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|Cash flows from operating activities:             |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|                                                  | Net loss                                                                          |                                                               | $                                     | (2,508,272                                          | )       |                  | $         | (1,403,910 | )      
|                                                  | Adjustments to reconcile net loss to net cash used in operating activities:       |                                                               |                                       |                                                     |         |                  |           |            |        
|                                                  |                                                                                   | Depreciation and amortization                                 |                                       |                                                     | 54,100  |                  |           |            | 689-    |        
|                                                  |                                                                                   | Fair market value of common stock issued for services         |                                       |                                                     | 587,987 |                  |           |            | 859,310 |        
|                                                  |                                                                                   | Fair market value of warrants and options issued for services |                                       |                                                     |        |                  |           |            | 10,313  |        
|                                                  |                                                                                   | Changes in operating assets and liabilities:                  |                                       |                                                     |         |                  |           |            |         |        
|                                                  |                                                                                   |                                                               | Accounts receivable, net              |                                                     |         | (12,118          | )         |            |         | (5,117  | )        
|                                                  |                                                                                   |                                                               | Prepaid expenses                      |                                                     |         | 24,123           |           |            |         |        |          
|                                                  |                                                                                   |                                                               | Inventories                           |                                                     |         | (19,761          | )         |            |         | 2,486   |          
|                                                  |                                                                                   |                                                               | Accounts payable and accrued expenses |                                                     |         | 75,260           |           |            |         | (92,013 | )        
|                                                  |                                                                                   |                                                               | Accrued payroll and related expenses  |                                                     |         | (12,249          | )         |            |         | (9,155  | )        
|                                                  |                                                                                   |                                                               | Deferred revenue                      |                                                     |         |                 |           |            |         | (31,034 | )        
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |            |        
|Net cash used in operating activities             |                                                                                   |                                                               | (1,810,930                            | )                                                   |         |                  | (668,431  | )         
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|Cash flows from investing activities:             |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|                                                  | Purchases of equipment                                                            |                                                               |                                       | (25,664                                             | )       |                  |           | 13,945     |        
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|                                                  |                                                                                   |                                                               |                                       | Net cash used in investing activities               |         |                  | (25,664   | )          |         |         | 13,945    | 
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|Cash flows from financing activities:             |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|                                                  | Stock subscription receivable                                                     |                                                               |                                       |                                                    |         |                  |           | 2,000,000  |        
|                                                  | Proceeds from exercise of warrants and options,
net of costs of $4,451 in 2002    |                                                               |                                       | 253,949                                             |         |                  |           |           |        
|                                                  | Proceeds from issuance of common stock,
net of offering costs of $530,366 in 2001 |                                                               |                                       |                                                    |         |                  |           | 3,188,634  |        
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |            |        
|                                                  |                                                                                   |                                                               |                                       | Net cash (used in) provided by financing activities |         |                  | 253,949   |            |         |         | 5,188,634 | 
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|Net change in cash                                |                                                                                   |                                                               | (1,582,645                            | )                                                   |         |                  | 4,506,258 |           
|Cash at beginning of period                       |                                                                                   |                                                               | 2,929,833                             |                                                     |         |                  | 1,241,360 |           
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|Cash at end of period                             |                                                                                   | $                                                             | 1,347,188                             |                                                     |         | $                | 5,747,618 |           
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |            |        
|Supplemental disclosure of cash flow information: |                                                                                   |                                                               |                                       |                                                     |         |                  |           |           
|                                                  | Cash paid during the period for                                                   |                                                               |                                       |                                                     |         |                  |           |            |        
|                                                  |                                                                                   | Interest                                                      |                                       | $                                                   |        |                  |           | $          |        |        
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |            |        
|                                                  |                                                                                   | Income taxes                                                  |                                       | $                                                   |        |                  |           | $          |        |        
|                                                  |                                                                                   |                                                               |                                       |                                                     |         |                  |           |            |        

See accompanying notes to financial statements.

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AMDL, INC.




NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended June 30, 2002 and 2001

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,
2001 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

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®)
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s product line
also includes a selection of diagnostic test kits for several types of cancer,
infectious diseases, endocrinology, diabetes, nephrology and allergy.

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 inventories 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.

Risks and Uncertainties

Both of the Companys lines of proprietary test kits are deemed 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 not permitted to sell
DR-70®
in the United States. 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 $1,347,188 at
June 30, 2002 is sufficient to fund its operations and working capital
requirements through at least December 31, 2002.

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AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended June 30, 2002 and 2001

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

Product sales revenue is recognized upon shipment of products to customers.
Licensing revenue is recognized ratably over the term of each respective
agreement.

Segments of an Enterprise and Related Information

During the three months ended June 30, 2002, approximately 25% of our sales
were to customers in foreign countries. Customers in Taiwan accounted for
approximately 25% of total sales, or 100% of foreign sales. During the three
months ended June 30, 2001, approximately 38% of our sales were to customers
in foreign countries. Customers in Taiwan accounted for approximately 13% of
total sales, or 34% of foreign sales and customers in the United Kingdom
accounted for approximately 22% of total sales, or 59% of foreign sales.
During the six months ended June 30, 2002, approximately 31% of our sales were
to customers in foreign countries. Customers in Taiwan accounted for
approximately 30% of total sales, or 96% of foreign sales. During the six
months ended June 30, 2001, approximately 55% of our sales were to customers
in foreign countries. Customers in Taiwan accounted for approximately 36% of
total sales, or 65% of foreign sales and customers in the United Kingdom
accounted for approximately 18% of total sales, or 33% of foreign sales. The
Company currently operates in one segment.

NOTE 3  STOCK ISSUANCES

On November 15, 2001, the Company authorized the issuance of 200,000 shares of
our common stock to a consultant for services rendered or to be rendered over
a six-month period. On each of December 15, 2001 and January 15, 2002 we
issued 33,333 shares pursuant to this agreement. These shares were valued at
$75,083 and $56,383, respectively, based upon the trading price of our common
stock on the date of issue. On February 25, 2002, the Company issued the
remaining 133,334 shares to the consultant. The value of 33,333 of these
shares, or $92,082, was charged to consulting expense in February 2002, the
value of 33,333 shares, or $121,832, was charged to consulting expense in
March 2002, the value of 33,334 shares, or $83,585 was charged to consulting
expense in April 2002 and the value of 33,334 shares, or $58,085 was charged
to consulting expense in May 2002.

On January 22, 2002, the Company issued 25,000 shares of common stock to a
consultant for services rendered in connection with the raising of capital.
These shares were valued at $57,375, based upon the trading price of our
common stock on the date of issue. The value of the shares was initially
charged to equity as cost of funding and subsequently expensed as aborted
offering costs as of June 30, 2002.

On April 25, 2002, the Company issued 380,000 shares of common stock upon
exercise of an aggregate of 380,000 previously outstanding warrants and
options at $0.68 per share. The Company received gross proceeds of $258,400
and paid direct expenses of $4,451. The shares were registered on Form S-3
under the Securities Act of 1933, as amended.

On May 3, 2002, the Company issued 35,000 shares of common stock for
consulting services rendered in connection with the raising of capital. These
shares were valued at $81,813, based upon the trading price of our common
stock on the date of issue. The value of the shares was expensed as aborted
offering costs.

On May 10, 2002, the Company authorized the issuance of 66,666 shares of
expense as common stock to a consultant for services rendered or to be
rendered over the two-month period ending July 15, 2002. All 66,666 shares
were issued on July 17, 2002. The 33,333 shares earned by the consultant as
of June 15, 2002 were valued at $36,833, based upon the trading price of our
common stock on that date, and charged to consulting expense. The remaining
33,333 shares will be expenses on July 17, 2002 in the same manner.

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AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended June 30, 2002 and 2001

NOTE 4  STOCK OPTIONS

The Company has a 1999 Stock Option Plan (the 1999 Plan). Under the 1999
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. 241,000 options were granted under the
1999 Plan during the six months ended June 30, 2002 to employees and
directors. All options granted have an exercise price equal to the fair
market value at the date of grant, vested upon grant and expire in five years.
No stock option expense was recognized in the statement of operations during
the six months ended June 30, 2002.

On January 25, 2002, the board of directors adopted the 2002 Stock Option Plan
(the 2002 Plan). The shareholders of the Company approved the 2002 Plan on
May 10, 2002. Under the 2002 Plan, incentive stock options and nonqualified
options may be granted to officers and employees of the Company for the
purchase of up to 1,000,000 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 shall be 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 2002 Plan
terminates on January 24, 2012.

NOTE 5  SUBSEQUENT EVENTS

On July 17, 2002, the Company issued 66,666 shares of common stock to a
consultant for services rendered. 33,333 of the shares were in respect of
services rendered by the consultant through June 15, 2002. The remaining
33,333 shares were for services rendered through July 15, 2002 and were valued
at $17,000, based upon the trading price of our common stock on that date, and
charged to consulting expense. (see Note 3)

No options were granted under the 2002 Plan during the six months ended June
30, 2002; however, options to purchase 755,000 shares were granted under the
2002 Plan on July 24, 2002.

As of August 2002, the Company entered into an Advisory Agreement with Joseph
Gunnar & Co., LLC (JGUN) to provide investment banking and related services
to the Company. The Company pays JGUN $10,000 per month for its services plus
JGUN will receive additional compensation for raising capital or effecting a
merger or other similar corporate transactions.

7



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Total assets decreased from $5,026,404 at December 31, 2001 to $3,423,078 at
June 30, 2002. The decrease is a result of cash used for research and
development and operations and funding activities.

Our total outstanding indebtedness increased to $306,005 at June 30, 2002 as
compared to $242,994 at December 31, 2001. The increase represented higher
recurring normal accounts payable that were paid subsequent to June 30, 2002.

From December 31, 2001 to June 30, 2002, our cash and cash equivalents
decreased by $1,582,645 as a result of (i) expenditures for research and
development, including $89,871 for research studies, (ii) operations,
including investor relations costs of $401,476, (iii) legal fees of $214,108
and (iv) aborted offering costs of $126,373. As of August 1, 2002, cash is
being depleted at the rate of approximately $200,000 per month.

The Company is seeking to raise up to $1,500,000 in an offering of securities
in 2002. The net proceeds will be principally applied to the efforts to
obtain FDA approval to market DR-70® in the United States. Through June 30,
2002 the Company has expended a total of $154,100 in costs related to prior
funding activities. There is no assurance that the Company will be successful
in these efforts. In addition, we expect to receive some additional cash from
product sales, although no definitive orders or commitments have been received
in any significant quantity. There is no assurance as to when, if ever, we
will be able to conduct our operations on a profitable basis.

We do not anticipate any significant changes in the number of administrative
employees; however, we may seek to add one or more additional marketing or
manufacturing employees to further our efforts to distribute and manufacture
our products.

Results of Operations

Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001.

During the three months ended June 30, 2002, the Company generated $43,062
from product sales compared to revenues from product sales for the three
months ended June 30, 2001 of $52,359. The decrease in product sales is due
to the failure of our current distributor in Taiwan and Hong Kong to purchase
as many DR-70® kits as the former distributor in Asia which was terminated in
December 2001. In the three months ended June 30, 2001, we also recorded
licensing revenues of $15,517 related to the terminated agreement with the
former distributor. The Companys gross profit on product sales was 56.4% for
the three months ended June 30, 2002 compared to 53.9% for the prior year
period. Research and development expenses for the three months ended June 30,
2002 were $91,361 as compared to $39,935 for the three months ended June 30,
2001. The increase of $51,426 was primarily a result of research studies
costing $12,982 and the increased cost of services provided by our principal
consultant in the amount of $36,214. General and administrative expenses,
excluding non-cash amounts of $317,690 in the three months ended June 30,
2002, increased by $492,796 from $259,702 for the three months ended June 30,
2001 to $752,498 for the three months ended June 30, 2002 primarily as a
result of increases of: (i) compensation costs of $84,740; (ii) the write-off
of aborted offering costs of $158,311 (excluding non-cash compensation for
services of $139,188) related to fundraising activities; and (iii) stock
exchange listing fees of $80,500. As a result of the above, in the three
months ended June 30, 2002, the Companys net loss was $1,131,010 or $(0.13)
per share compared to a net loss of $943,943 or $(0.14) per share for the same
period in the prior year.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001.

During the six months ended June 30, 2002, the Company generated $73,806 from
product sales compared to revenues from product sales for the six months ended
June 30, 2001 of $96,589. The decrease in product sales is due to the failure
of our new distributor in Taiwan and Hong Kong to purchase as many DR-70 kits
as the former distributor in Asia which was terminated in December 2001. In
the six months ended June 30, 2001, we also recorded licensing revenues of
$31,034 related to the terminated agreement with the former distributor. The
Companys gross profit on product sales was 53.8% for the six months ended
June 30, 2002 compared to 60.0% for the prior year period. The decrease in
gross profit is the result of lower sales of DR-70® and higher sales of OEM
products in the

8



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##### Table of Contents



first half of the current year over the prior year. Research
and development expenses for the six months ended June 30, 2002 were $240,758
as compared to $62,063 for the six months ended June 30, 2001. The increase
of $178,695 was primarily a result of research studies costing $89,871 and the
increased cost of services provided by our principal consultant in the amount
of $86,714. General and administrative expenses, excluding non-cash amounts
of $587,987 in the six months ended June 30, 2002, increased by $1,105,732
from $630,256 for the six months ended June 30, 2001 to $1,735,988 for the six
months ended June 30, 2002 primarily as a result of increases of: (i) legal
fees of $124,629; (ii) the write-off of aborted offering costs of $158,311
(excluding non-cash compensation for services of $139,188) related to
fundraising activities; and (iii) investor relations and consulting costs of
$274,498. As a result of the above, in the six months ended June 30, 2002,
the Companys net loss was $2,508,273 or $(0.30) per share compared to a net
loss of $1,403,910 or $(0.23) per share for the same period in the prior year.

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.

9



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##### Table of Contents






PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Inapplicable.

Item 2. Changes in Securities and Use of Proceeds.

On November 15, 2001, the Company authorized the issuance of 200,000 shares of
our common stock to a consultant for services rendered or to be rendered over a
six-month period. On each of December 15, 2001 and January 15, 2002 we issued
33,333 shares pursuant to this agreement. These shares were valued at $75,083
and $56,383, respectively, based upon the closing price of our common stock on
the date of issue. On February 25, 2002, the Company issued the remaining
133,334 shares to the consultant. The value of 33,333 of these shares, or
$92,082, was charged to consulting expense in February 2002, the value of
33,333 shares, or $121,832, was charged to consulting expense in March 2002,
the value of 33,334 shares, or $83,585 was charged to consulting expense in
April 2002 and the value of 33,334 shares, or $58,085 was charged to consulting
expense in May 2002. These shares of common stock were issued pursuant to
Section 4(2) of the Securities Act. There was no underwriter involved in this
issuance.

On January 22, 2002, the Company issued 25,000 shares of common stock to a
consultant for services rendered in connection a plan to raise capital. These
shares were valued at $57,375, based upon the trading price of our common stock
on the date of issue. The shares were initially charged to equity as cost of
funding and subsequently expensed as aborted offering costs at June 30, 2002.
The shares of common stock were issued pursuant to Section 4(2) of the
Securities Act. There was no underwriter involved in this issuance.

On May 3, 2002, the Company issued 35,000 shares of common stock for consulting
services rendered in connection with a plain to raise additional capital.
These shares were valued at $81,812, based upon the trading price of our common
stock on the date of issue. The value of the shares was expenses as aborted
offering costs in the quarter. The shares of common stock were issued pursuant
to Section 4(2) of the Securities Act. There was no underwriter involved in
this issuance.

Item 3. Defaults Upon Senior Securities.

Inapplicable.

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

At the annual meeting of stockholders of the Company, held May 10, 2002,
the stockholders elected five directors of the Company to serve for one year
terms or until their successors are duly elected and qualify as follows:

|                              |  |            |           |                 |  |             |       | 
|----------------------------- |  | ---------- | --------- | --------------- |  | ----------- | ----- | 
|Nominee/Director              |  | Shares for |           | Shares
Withheld
|                              |  |            |           |                 |  | from Voting
|                              |  |            |           |                
|Gary L. Dreher                |  |            | 4,395,711 |                 |  |             | 9,187 | 
|Douglas C. MacLellan          |  |            | 4,395,676 |                 |  |             | 9,222 | 
|William M. Thompson III, M.D. |  |            | 4,395,711 |                 |  |             | 9,187 | 
|Edward R. Arquilla, M.D.      |  |            | 4,395,711 |                 |  |             | 9,187 | 
|Marvin E. Rosenthale          |  |            | 4,395,711 |                 |  |             | 9,187 | 

The stockholders ratified the appointment of Corbin & Wertz as the
Companys independent accountants by a vote of 4,362,462 shares in favor,
2,274 shares against and 40,162 shares abstained from voting.

The stockholders ratified the Companys 2002 Stock Option Plan by a vote
of 2,924,788 shares in favor, 29,604 shares against and 431,098 shares
abstained from voting.

Item 5. Other Information.

Inapplicable.

10



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##### Table of Contents



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

|   |  |                                                                                                                                                                                                                                                                        
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a) |  | Exhibits                                                                                                                                                                                                                                                               
|   |  | 99.1   Certification Pursuant to 18 U.S.C. §135 of Chief Executive Officer                                                                                                                                                                                             
|   |  | 99.2   Certification Pursuant to 18 U.S.C. §135 of Chief Financial Officer                                                                                                                                                                                             
|   |  |                                                                                                                                                                                                                                                                        
|b) |  | Reports on Form 8-K                                                                                                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                                        
|   |  | On April 26, 2002, the Company filed a Form 8-K to report the
courts ruling on the motion by AcuVector Group, Inc. that the
United States District Court in California did not have
jurisdiction over the matter. The ruling in no way decided the
case on its merits.

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##### Table of Contents






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: March 20, 2003 | By: | /s/ | `Gary L. Dreher          
|                      |     |    
|                      |     |     | GARY L. DREHER,
President

|                      |     |     |                                          
|--------------------- | --- | --- | -----------------------------------------
|Dated: March 20, 2003 | By: | /s/ | `Arthur S. Rosten                        
|                      |     |    
|                      |     |     | ARTHUR S. ROSTEN,
Chief Financial Officer

12



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##### Table of Contents






CERTIFICATIONS

I, Gary L. Dreher, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB/A of AMDL, Inc.

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 20, 2003

|                                                          
|----------------------------------------------------------
|/s/ Gary L. Dreher

Gary L. Dreher
Chief Executive Officer

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##### Table of Contents



CERTIFICATIONS

I, Arthur S. Rosten, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB/A of AMDL, Inc.

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 20, 2003

|                                                              
|--------------------------------------------------------------
|/s/ Arthur S. Rosten

Arthur S. Rosten
Chief Financial Officer

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EXHIBIT INDEX





|         |                                                                    
|-------- | -------------------------------------------------------------------
|Exhibits |                                                                    
|         |                                                                    
|99.1     | Certification Pursuant to 18 U.S.C. §135 of Chief Executive Officer
|99.2     | Certification Pursuant to 18 U.S.C. §135 of Chief Financial Officer

15