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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 September 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 November 12, 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
|                               | Item 3. Controls and Procedures                                                              
|PART II - OTHER INFORMATION   
|EXHIBIT 99.1                  
|EXHIBIT 99.2                  



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|                                                                                                          |  |      |    | 
|--------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                          |  | PAGE
|                                                                                                          |  |     
|PART I - FINANCIAL INFORMATION                                                                            |  |      | 2  | 
|Item 1. Financial Statements                                                                              |  |      |    | 
|Balance Sheets at September 30, 2002 (unaudited) and December 31, 2001 (audited)                          |  |      | 2  | 
|Unaudited Statements of Operations for the three and
nine month periods ended September 30, 2002 and 2001 |  |      | 3  | 
|Unaudited Statements of Cash Flows for the
nine month periods ended September 30, 2002 and 2001           |  |      | 4  | 
|Notes to Condensed Consolidated Financial Statements                                                      |  |      | 5  | 
|Item 2. Managements Discussion and Analysis                                                              |  |      | 9  | 
|Item 3. Controls and Procedures                                                                           |  |      | 12 | 
|PART II - OTHER INFORMATION                                                                               |  |      | 13 | 

1



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PART I - FINANCIAL INFORMATION




Item 1. Financial Statements

AMDL, INC.




BALANCE SHEETS

ASSETS

|                           |                           |   |               |         |              |   |           |           | 
|-------------------------- | ------------------------- | - | ------------- | ------- | ------------ | - | --------- | --------- | 
|                           |                           |   | September 30, |         | December 31,
|                           |                           |   | 2002          |         | 2001        
|                           |                           |   |               |         |             
|                           |                           |   | (Unaudited)   |         | (Audited)   
|Current assets:            |                           |   |               |         |              |   |           |          
|                           | Cash and cash equivalents |   | $             | 760,999 |              |   | $         | 2,929,833 | 
|                           | Accounts receivable       |   |               | 18,183  |              |   |           | 10,287    | 
|                           | Inventories               |   |               | 102,964 |              |   |           | 79,466    | 
|                           | Prepaid expenses          |   |               | 27,333  |              |   |           | 27,727    | 
|                           |                           |   |               |         |              |   |           |          
|Total current assets       |                           |   | 909,479       |         |              |   | 3,047,313 |          
|Intellectual property, net |                           |   | 1,883,333     |         |              |   | 1,958,333 |          
|Fixed assets, net          |                           |   | 34,067        |         |              |   | 15,000    |          
|Other assets               |                           |   | 5,758         |         |              |   | 5,758     |          
|                           |                           |   |               |         |              |   |           |          
|                           |                           | $ | 2,832,637     |         |              | $ | 5,026,404 |          
|                           |                           |   |               |         |              |   |           |          

LIABILITIES AND STOCKHOLDERS DEFICIT

|                              |                                       |                                                                                                                                                                               |           |             |       |   |           |             |       | 
|----------------------------- | ------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ----------- | ----- | - | --------- | ----------- | ----- | 
|Current liabilities:          |                                       |                                                                                                                                                                               |           |             |       |   |           |            
|                              | Accounts payable and accrued expenses |                                                                                                                                                                               | $         | 122,269     |       |   | $         | 126,416     |      
|                              | Accrued payroll and related expenses  |                                                                                                                                                                               |           | 76,158      |       |   |           | 85,778      |      
|                              | Customer deposits                     |                                                                                                                                                                               |           | 5,800       |       |   |           | 5,800       |      
|                              | Notes payable                         |                                                                                                                                                                               |           | 25,000      |       |   |           | 25,000      |      
|                              |                                       |                                                                                                                                                                               |           |             |       |   |           |            
|Total current liabilities     |                                       |                                                                                                                                                                               | 229,227   |             |       |   | 242,994   |            
|Commitments and contingencies |                                       |                                                                                                                                                                               |           |             |       |   |           |            
|Stockholders equity:         |                                       |                                                                                                                                                                               |           |             |       |   |           |            
|                              |                                       | Common stock, $0.001 par value;
50,000,000 shares
authorized; 8,749,990 and 8,076,657
shares issued and outstanding at
September 30, 2002 and December 31,
2001, respectively |           |             | 8,750 |   |           |             | 8,077 | 
|                              | Additional paid in capital            |                                                                                                                                                                               |           | 22,696,862  |       |   |           | 21,831,200  |      
|                              | Accumulated deficit                   |                                                                                                                                                                               |           | (20,102,202 | )     |   |           | (17,055,867 | )    
|                              |                                       |                                                                                                                                                                               |           |             |       |   |           |            
|Total stockholders equity    |                                       |                                                                                                                                                                               | 2,603,410 |             |       |   | 4,783,410 |            
|                              |                                       |                                                                                                                                                                               |           |             |       |   |           |            
|                              |                                       | $                                                                                                                                                                             | 2,832,637 |             |       | $ | 5,026,404 |            
|                              |                                       |                                                                                                                                                                               |           |             |       |   |           |            

See accompanying notes to financial statements.

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AMDL, INC.




STATEMENTS OF OPERATIONS
(Unaudited)

|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |           |            |  
|----------------------------------- | -------------------------- | -------- | --------- | ------------------ | -------- | ----------------- | --------- | ------- | -------- | ---- | ---------- | --------- | ---------- | - | ---------- | --------- | ---------- | -
|                                    |                            |          |           | Three Months Ended |          | Nine Months Ended
|                                    |                            |          |           | September 30,      |          | September 30,    
|                                    |                            |          |           |                    |          |                  
|                                    |                            |          |           | 2002               |          | 2001              |           | 2002    |          | 2001
|                                    |                            |          |           |                    |          |                   |           |         |          |     
|Revenues:                           |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          
|                                    | Product sales              |          | $         | 20,748             |          |                   | $         | 30,515  |          |      | $          | 94,554    |            |   | $          | 127,102   |           
|                                    | Licensing                  |          |           |                   |          |                   |           | 215,517 |          |      |            |          |            |   |            | 246,552   |           
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          
|                                    |                            |          | 20,748    |                    |          |                   | 246,032   |         |          |      | 94,554     |           |            |   | 373,654    |          
|Cost of sales                       |                            |          | 10,144    |                    |          |                   | 12,728    |         |          |      | 44,209     |           |            |   | 51,351     |          
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          
|Gross profit                        |                            |          | 10,604    |                    |          |                   | 233,304   |         |          |      | 50,345     |           |            |   | 322,303    |          
|Operating expenses:                 |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          
|                                    | Research and development   |          |           | 69,247             |          |                   |           | 49,140  |          |      |            | 310,005   |            |   |            | 111,203   |           
|                                    | Non-cash consulting        |          |           | 24,400             |          |                   |           |        |          |      |            | 612,387   |            |   |            | 859,310   |           
|                                    | General and administrative |          |           | 459,101            |          |                   |           | 535,225 |          |      |            | 2,195,089 |            |   |            | 1,165,481 |           
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          
|                                    |                            |          | 552,748   |                    |          |                   | 584,365   |         |          |      | 3,117,481  |           |            |   | 2,135,994  |          
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          
|Loss from operations                |                            |          | (542,144  | )                  |          |                   | (351,061  | )       |          |      | (3,067,136 | )         |            |   | (1,813,691 | )        
|Interest income                     |                            |          | 4,081     |                    |          |                   | 50,802    |         |          |      | 20,801     |           |            |   | 109,523    |          
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          
|                                    |                            | Net loss |           | $                  | (538,063 | )                 |           | $       | (300,259 | )    |            | $         | (3,046,335 | ) |            | $         | (1,704,168 | )
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |           |           
|Basic and diluted loss
per share    |                            | $        | (0.06     | )                  |          | $                 | (0.04     | )       |          | $    | (0.36      | )         |            | $ | (0.25      | )        
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |           |           
|Weighted average shares
outstanding |                            |          | 8,744,862 |                    |          |                   | 8,034,911 |         |          |      | 8,480,802  |           |            |   | 6,688,058  |          
|                                    |                            |          |           |                    |          |                   |           |         |          |      |            |           |            |   |            |          

See accompanying notes to financial statements.

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AMDL, INC.




STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |            |         |          |            |  
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------- | ----------------------------------------- | ------- | ----------------- | ---------- | ---------- | ------- | -------- | ---------- | -
|                                                  |                                                                                   |                                                               |                                       |                                           |         | Nine Months Ended
|                                                  |                                                                                   |                                                               |                                       |                                           |         | September 30,    
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                  
|                                                  |                                                                                   |                                                               |                                       |                                           |         | 2002              |            | 2001      
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|Cash flows from operating activities:             |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|                                                  | Net loss                                                                          |                                                               | $                                     | (3,046,335                                | )       |                   | $          | (1,704,168 | )      
|                                                  | Adjustments to reconcile net loss to net cash used in operating activities:       |                                                               |                                       |                                           |         |                   |            |            |        
|                                                  |                                                                                   | Depreciation and amortization                                 |                                       |                                           | 81,596  |                   |            |            | 1,689   |         
|                                                  |                                                                                   | Fair market value of common stock issued for services         |                                       |                                           | 604,987 |                   |            |            | 859,310 |         
|                                                  |                                                                                   | Fair market value of warrants and options issued for services |                                       |                                           | 7,400   |                   |            |            | 40,769  |         
|                                                  |                                                                                   | Changes in operating assets and liabilities:                  |                                       |                                           |         |                   |            |            |         |         
|                                                  |                                                                                   |                                                               | Accounts receivable, net              |                                           |         | (7,896            | )          |            |         | 13,150   |           
|                                                  |                                                                                   |                                                               | Prepaid expenses                      |                                           |         | 394               |            |            |         |         |           
|                                                  |                                                                                   |                                                               | Inventories                           |                                           |         | (23,498           | )          |            |         | (8,090   | )         
|                                                  |                                                                                   |                                                               | Accounts payable and accrued expenses |                                           |         | (4,147            | )          |            |         | (167,311 | )         
|                                                  |                                                                                   |                                                               | Accrued payroll and related expenses  |                                           |         | (9,620            | )          |            |         | 12,881   |           
|                                                  |                                                                                   |                                                               | Customer deposits                     |                                           |         |                  |            |            |         | 44,460   |           
|                                                  |                                                                                   |                                                               | Deferred revenue                      |                                           |         |                  |            |            |         | (46,552  | )         
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |            |        
|                                                  |                                                                                   |                                                               |                                       | Net cash used in operating activities     |         |                   | (2,397,119 | )          |         |          | (953,862   | )
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|Cash flows used in investing activities:          |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|                                                  | Purchase of intellectual property                                                 |                                                               |                                       |                                          |         |                   |            | (2,000,000 | )      
|                                                  | Purchases of equipment                                                            |                                                               |                                       | (25,664                                   | )       |                   |            | (17,690    | )      
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|                                                  |                                                                                   |                                                               |                                       | Net cash used in investing activities     |         |                   | (25,664    | )          |         |          | (2,017,690 | )
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|Cash flows from financing activities:             |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|                                                  | Proceeds from exercise of warrants and options,
net of costs of $4,451 in 2002    |                                                               |                                       | 253,949                                   |         |                   |            |           |        
|                                                  | Cash received from stock subscription receivable                                  |                                                               |                                       |                                          |         |                   |            | 2,000,000  |        
|                                                  | Proceeds from issuance of common stock,
net of offering costs of $530,366 in 2001 |                                                               |                                       |                                          |         |                   |            | 3,194,754  |        
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|                                                  |                                                                                   |                                                               |                                       | Net cash provided by financing activities |         |                   | 253,949    |            |         |          | 5,194,754  |  
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|Net change in cash                                |                                                                                   |                                                               | (2,168,834                            | )                                         |         |                   | 2,223,202  |           
|Cash at beginning of period                       |                                                                                   |                                                               | 2,929,833                             |                                           |         |                   | 1,241,360  |           
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |           
|Cash at end of period                             |                                                                                   | $                                                             | 760,999                               |                                           |         | $                 | 3,464,562  |           
|                                                  |                                                                                   |                                                               |                                       |                                           |         |                   |            |            |        
|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 September 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. In
the opinion of management, all adjustments (consisting primarily of normal
recurring accruals) considered necessary for a fair presentation have been
included.

Operating results for the three and nine months ended September 30, 2002 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. 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/A.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company is primarily 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. 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

The Companys proprietary test kit is deemed a medical device or biologic, and
as such is 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 current level of revenues from the
sale of DR-70® kits to our distributors
and the one OEM product are not sufficient to finance current operations and
the cost of the colon cancer samples and the clinical trials needed for the
FDA approval process. Accordingly, our business and operations are
substantially dependent on our ability to raise additional working capital to
finance the costs of FDA approval of DR-70® and to pay ongoing general and

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AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended September 30, 2002 and 2001

administrative expenses of our business. There are no definitive commitments
to provide the required capital. Additional financing may not be available to
us when needed or, if available, may not be obtained on commercially
reasonable terms. In addition, any equity financing may involve substantial
dilution to our shareholders. The Company is also making efforts to license
our combination immunogene therapy technology by entering into a strategic
relationship with a larger company. It is anticipated that a successful
transaction would provide up-front cash to the Company which would enable the
Company to fund future operations; however, there is no assurance that a
transaction will be consummated nor can the Company anticipate the amount of
any up-front cash available. Accordingly, the Company believes that its cash
position of $760,999 at September 30, 2002 is sufficient to fund its
operations and working capital requirements only through March 31, 2003.

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 Companys adoption of SAB 101 did not have a material effect
on the Companys financial statements.

Product sales revenue is recognized upon passage of title to customers,
typically upon shipment of product. Any provision for discounts and estimated
returns are accounted for in the period the related sales are recorded.
Licensing revenue is recognized as earned over the term of each respective
agreement.

Segments of an Enterprise and Related Information

During the three months ended September 30, 2002, approximately 2% of our
sales were to customers in foreign countries. Customers in the United Kingdom
accounted for approximately 2% of total sales, or 100% of foreign sales.
During the three months ended September 30, 2001, approximately 38% of our
sales were to customers in foreign countries. Customers in the United Kingdom
accounted for approximately 21% of total sales, or 55% of foreign sales, and
customers in Taiwan accounted for approximately 15% of total sales, or 39% of
foreign sales. During the nine months ended September 30, 2002, approximately
25% of our sales were to customers in foreign countries. Customers in Taiwan
accounted for approximately 24% of total sales, or 95% of foreign sales.
During the nine months ended September 30, 2001, approximately 52% of our
sales were to customers in foreign countries. Customers in Taiwan accounted
for approximately 31% of total sales, or 59% of foreign sales and customers in
the United Kingdom accounted for approximately 19% of total sales, or 36% of
foreign sales. All of the Companys assets are held in the Unites States and
all transactions are denominated in U.S. dollars. The Company currently
operates in one segment.

Reclassifications

Certain reclassifications were made to the prior period amounts, in order to
conform with current period presentation.

NOTE 3  STOCK ISSUANCES

On November 15, 2001, the Company authorized the issuance of 200,000 shares of
our common stock to International Consulting Partners, a consultant, for
financial consulting 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 issuance. 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.

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AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended September 30, 2002 and 2001

On January 22, 2002, the Company issued 25,000 shares of common stock to
International Communications Corp., a consultant, for investor relations
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 to
International Communications Corp. for consulting services rendered in
connection with the raising of 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 expensed as aborted offering costs.

On May 10, 2002, the Company authorized the issuance of 66,666 shares of
common stock to International Consulting Partners, a consultant for continuing
financial consulting services to be rendered over the two-month period ending
July 15, 2002. The Company issued 33,333 shares to the consultant for
services through June 15, 2002. These shares were valued at $36,833, based
upon the trading price of our common stock on that date, and charged to
consulting expense. On July 17, 2002, the Company issued 33,333 shares of
common stock to the consultant for services rendered through July 15, 2002
which were valued at $17,000, based upon the trading price of our common stock
on that date, and charged to consulting expense.

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, employees, directors and independent contractors of the Company for
the purchase of up to 2,000,000 shares of the Companys common stock. 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. 241,000 options
were granted under the 1999 Plan during the nine months ended September 30,
2002 to employees and directors. No stock option expense was recognized in
the statement of operations in respect of the 1999 Plan during the nine months
ended September 30, 2002. No further options are available for grant under
the 1999 Plan.

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, employees, directors and independent
contractors 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 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. On July 24, 2002, 755,000 options were granted under the
2002 Plan to employees, directors and a consultant; these options have an
exercise price equal to the fair market value on the date of grant, vested
immediately and expire in 10 years. In accordance with SFAS 123, the Company
recognized $7,400 of non-cash consulting expense related to the options issued
to the consultant.

7



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##### Table of Contents



AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended September 30, 2002 and 2001

NOTE 5  CONTINGENCIES

Litigation

On February 22, 2002, AcuVector Group, Inc. (AcuVector) filed a Statement of
Claim in the Court of Queens Bench of Alberta, Judicial District of Edmonton
relating to the Companys combination immunogene therapy technology acquired
from Dr. Chang in August 2001. The claim seeking substantial damages and
injunctive relief against Dr. Chang for, among other things, breach of contract
and breach of fiduciary duty, and against the Company for interference with the
alleged relationship between Dr. Chang and AcuVector. The claim for injunctive
relief in the Canadian case seeks to establish that the AcuVector license
agreement with Dr. Chang is still in effect. The Company has performed
extensive due diligence to determine that AcuVector had no interest in the
technology when the Company acquired it. The Company is confident that
AcuVectors claims are without merit and that the Company will receive a
favorable judgment. As the final outcome is not determinable, no accrual or
loss relating to these actions is reflected in the accompanying financial
statements. If AcuVector is successful, the Company may be liable for
substantial damages, its rights to the intellectual property will be adversely
affected, and the Companys future prospects for licensing the technology will
be significantly impaired.

In the ordinary course of business, there are claims and lawsuits brought by or
against the Company. In the opinion of management, the ultimate outcome of
these matters will not materially affect the Companys operations or financial
position or are covered by insurance.

NOTE 6  SUBSEQUENT EVENTS

On October 23, 2002, the board of directors authorized a proposed Regulation S
offering of up to 1,575,000 shares of common stock (Regulation S Offering)
at a price of 70% of the current market price at the time of sale, subject to
a floor price of no less than $.35 per share, the payment of commissions of
10% of the sales price in cash, non-accountable expenses of 3% of the sales
price, and warrants equal to 10% of the shares sold in the Regulation S
Offering. As these shares are being offered to third parties in arms length
transactions, the net cash received from stock sales will be recorded as an
increase in stockholders equity. As of January 31, 2003, 250,000 shares of
common stock have been sold to one investor in the Regulation S Offering at a
price of $0.40 per share. The Company is also conducting a companion offering
in the United States under Regulation D (Regulation D Offering) under the same
terms and conditions as the Regulation S Offering. As of January 31, 2003, no
shares have been sold in the Regulation D Offering.

Also on October 23, 2002, the board of directors authorized the issuance of
50,000 shares of common stock per month to International Consulting Partners,
a consultant for financial consulting services to be rendered thereafter on a
month to month basis. As of November 12, 2002, no services had been rendered
by the consultant and no shares had been issued. However, on January 31,
2003, the Company issued an aggregate of 99,999 shares of common stock (33,333
shares per month for the three months ended January 31, 2003) for consulting
services to the same consultant pursuant to the prior authorization. These
shares were valued at $47,032, based upon the trading price of the common
stock on the dates earned, and charged to consulting expense.

On October 24, 2002, the board of directors authorized the issuance of 40,000
shares of common stock to Marcel Ewald, a consultant, for financial and
investor relations consulting services in Europe. The consulting agreement
provides for the shares to be held in escrow for a period of one year with
delivery contingent on the Companys satisfaction with the services. The
40,000 shares were issued and placed in escrow on November 21, 2002. These
shares were valued at $25,500, based upon the trading price of the common
stock on that date, and charged to consulting expense.

8



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##### Table of Contents






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 $2,832,637 at
September 30, 2002. The decrease is a result of cash used for research and
development and losses incurred in operations.

From December 31, 2001 to September 30, 2002, our cash and cash equivalents
decreased by $2,168,834 as a result of (i) expenditures for research and
development, including $109,653 for research studies, (ii) operations,
including investor relations costs of $401,476, (iii) legal fees of $253,095
and (iv) aborted offering costs of $130,584. As of January 31, 2003, cash is
being depleted at the rate of approximately $160,000 per month, excluding
clinical trials costs. To complete the clinical trials and submission of our
DR-70® kit for FDA approval, we estimate additional costs will be
approximately $350,000. The Company does not have sufficient funds on hand to
pay for the costs of the required future clinical trials. Where the Company
can pay for services (e.g. financial consulting and investor relations
services) using shares of its common stock, the Company takes advantage of
these opportunities to conserve cash.

There are significant uncertainties which negatively affect our operations.
These are principally related to (i) the absence of any strong distribution
network for our DR-70® kits, (ii) the early stage of development of our
Combination Immunogene Therapy (CIT) technology and the need to enter a
strategic relationship with a larger company capable of completing the
development of any ultimate product and the subsequent marketing of such
product, and (iii) the absence of any commitments or firm orders from our new
distributor in Taiwan and Hong Kong. In addition, the lack of a market for our
PyloriProbe product due to changes in technology and the presence of improved
competitive products in the United States has led us to conclude that our
investment in this product and any inventory on hand will have no further
realizable value domestically. Moreover, there is no assurance as to when, if
ever, we will be able to conduct our operations on a profitable basis. The
Companys limited sales to date and the lack of any purchase requirements in
the existing distribution agreements, makes it impossible to identify any
trends in our business prospects.

The current level of revenues are not sufficient to maintain operations and
fund the costs of the colon cancer samples and conduct the clinical trials
required for the FDA process. Accordingly, the Company is currently conducting
an offering in Europe under Regulation S (Regulation S Offering) for the
offer and sale of up to 1,575,000 shares of common stock at 70% of the current
market price, subject to a floor price of $.35 per share in arms-length
negotiated transactions with independent third parties. 250,000 shares have
been sold to one investor at $0.40 per share as of January 31, 2003 in the
Regulation S Offering. The Company is also conducting a companion offering in
the United States under Regulation D (Regulation D Offering) under the same
terms and conditions as the Regulation S Offering. As of January 31, 2003, no
shares have been sold in the Regulation D Offering. There is no assurance that
the Company will be successful in the Regulation S Offering or Regulation D
Offering or will receive any additional net proceeds from the Regulation S
Offering or the Regulation D Offering or any other future equity offering.

The Company does not expect to incur any material capital expenditures until
sales volume increases substantially. Any required future capital
expenditures for manufacturing equipment will be funded out of future revenues
or additional equity. The Company does not have any long term or contingent
obligations which must be satisfied. Accordingly, the Company believes that
its cash position of $760,999 at September 30, 2002 is sufficient to fund its
operations and working capital requirements only through March 31, 2003.

Additionally, in order to (i) fund the costs of acquisition of the colon cancer
samples and conducting the clinical trials needed for the FDA approval process,
and (ii) pay ongoing general and administrative expenses, the Company is
currently seeking to raise additional funds through the sale of its common
stock. The potential impact of either an adverse determination in the action
brought by AcuVector or poor results in ongoing German trials could materially
impact the Companys ability to obtain the additional working capital. There
is no assurance the Company will be able to generate sufficient revenues or
obtain sufficient funds when needed, or whether such funds, if available, will
be obtained on terms satisfactory to the Company. In addition, the filing of
the AcuVector lawsuit may have an effect on our ability to license the CIT
technology.

9



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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.

Critical Accounting Policies

The Companys Unaudited Consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, the Company
evaluates its estimates including but not limited to, those related to (i) the
allowance for doubtful accounts receivable, (ii) allowance for inventories,
(iii) sales allowances, (iv) useful life or impairment of intellectual
property, (v) deferred tax asset valuation allowances and (vi) litigation
settlements accrual. The Company bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions.

Results of Operations

Three Months Ended September 30, 2002 Compared to Three Months Ended September
30, 2001

During the three months ended September 30, 2002, the Company generated
$20,748 from product sales compared to revenues from product sales for the
three months ended September 30, 2001 of $30,515. Our product sales are
further broken down as follows:

|             |  |                    |        |                    |  |          |     |         |  |   |        |  |  |   |        | 
|------------ |  | ------------------ | ------ | ------------------ |  | -------- | --- | ------- |  | - | ------ |  |  | - | ------ | 
|             |  | Three months ended |        | Three months ended
|             |  |                    |        |                   
|             |  | September 30, 2002 |        | September 30, 2001
|             |  |                    |        |                   
|             |  | Domestic           |        | Foreign            |  | Domestic |     | Foreign
|DR-70® kits  |  | $                  | 692    |                    |  | $        | 416 |         |  | $ | 1,378  |  |  | $ | 12,547 | 
|OEM Products |  |                    | 19,640 |                    |  |          | 0   |         |  |   | 16,590 |  |  |   | 0      | 
|             |  |                    |        |                    |  |          |     |         |  |   |        |  |  |   |        | 
|TOTAL        |  | $                  | 20,332 |                    |  | $        | 416 |         |  | $ | 17,968 |  |  | $ | 12,547 | 
|             |  |                    |        |                    |  |          |     |         |  |   |        |  |  |   |        | 

The decline in sales and continued low level of sales is disappointing to
management of the Company. The current distributor in Taiwan and Hong Kong and
the distributors in the United have performed substantially below their own
projections. Our distributors advise that market acceptance of our
DR-70®
kits has been slower than originally anticipated, in part due to the fact that
the DR-70® kit has not yet received FDA approval and that the United Kingdom
regulatory authorities have taken a longer time to clear the
DR-70® for
import than initially thought. In addition, the Company has not concluded any
material new distribution agreements this year as new potential distributors
have experienced similar delays and face similar market acceptance issues
because of the lack of FDA approval. In the three months ended September 30,
2001, we recorded $200,000 of one time licensing revenuing from Chinese
Universal Technologies (CUT) because CUT did not complete its obligation
under its corresponding license agreement with the Company. We also recorded
licensing revenues of $15,517 related to the terminated agreement with the
former distributor. In 2002, no comparable amounts of other income or
licensing revenue were recorded and there were no license agreements in effect.
Gross profit on product sales decreased by $7,183 or 40.4% to $10,604 for the
three months ended September 30, 2002, compared to $17,787 for the period ended
September 30, 2001. The decrease in gross profit was due to a decrease in
product sales of $9,767. The Companys gross profit on product sales was 51.1%
for the three months ended September 30, 2002 as compared to 58.3% for the
prior year period. The decrease is due to the lower proportion of
DR-70®
compared to total product sales in 2002. Research and development expenses for
the three months ended September 30, 2002 were $69,247 as compared to $49,140
for the three months ended September 30, 2001. The increase of $20,107 was
primarily a result of research studies costing $19,782. The significant
components of general and administrative expenses for the three months ended
September 30, 2002 primarily consist of payroll, taxes and benefits; consulting
expenses, including financial consulting, investor relations and public
relations; and professional fees, including legal, audit and patent expenses.
General and administrative expenses, excluding non-cash amounts of $24,400 for
the three months ended September 30, 2002,

10



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##### Table of Contents



decreased by $76,124 from $535,225
for the three months ended September 30, 2001 to $459,101 for the three months
ended September 30, 2002 primarily as a result of a decrease in legal costs of
$26,486 and in travel costs of $36,385. As a result of the above, in the three months ended September 30, 2002,
the Companys net loss was $538,063 or $(0.06) per share compared to a net loss
of $300,259 or $(0.04) per share for the same period in the prior year.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September
30, 2001

During the nine months ended September 30, 2002, the Company generated
$94,554 from product sales compared to revenues from product sales for the nine
months ended September 30, 2001 of $127,102. Our product sales are further
broken down as follows:

|             |  |                    |        |                    |  |          |        |         |  |   |        |  |  |   |        | 
|------------ |  | ------------------ | ------ | ------------------ |  | -------- | ------ | ------- |  | - | ------ |  |  | - | ------ | 
|             |  | Nine months ended  |        | Nine months ended 
|             |  |                    |        |                   
|             |  | September 30, 2002 |        | September 30, 2001
|             |  |                    |        |                   
|             |  | Domestic           |        | Foreign            |  | Domestic |        | Foreign
|DR-70® kits  |  | $                  | 3,102  |                    |  | $        | 26,407 |         |  | $ | 2,067  |  |  | $ | 52,189 | 
|OEM Products |  |                    | 65,045 |                    |  |          | 0      |         |  |   | 72,846 |  |  |   | 0      | 
|             |  |                    |        |                    |  |          |        |         |  |   |        |  |  |   |        | 
|TOTAL        |  | $                  | 68,147 |                    |  | $        | 26,407 |         |  | $ | 74,913 |  |  | $ | 52,189 | 
|             |  |                    |        |                    |  |          |        |         |  |   |        |  |  |   |        | 

The decline in sales and continued low level of sales is disappointing to
management of the Company. The current distributor in Taiwan and Hong Kong and
the distributors in the United Kingdom have performed substantially below their
own projections because of the factors described above (e.g. the lack of FDA
approval). In the nine months ended September 30, 2001, we recorded $200,000
of other income related to a non-refundable deposit of $200,000 from CUT. We
also recorded licensing revenues of $46,552 related to the terminated agreement
with the former distributor. In 2002, no comparable amounts of other income or
licensing revenue were recorded and there were no license agreements in effect.
Gross profit on product sales decreased by $25,406 or 33.5% to $50,345 for the
nine months ended September 30, 2002, compared to $75,751 for the period ended
September 30, 2001. The decrease in gross profit was due to a decrease in
product sales of $32,548. The Companys gross profit on product sales was
53.2% for the nine months ended September 30, 2002 as compared to 59.6% for the
prior year period. The decrease in gross profit percentage is the result of
lower sales of DR-70® and higher sales of OEM products in the first nine
months of the current year over the prior year. Research and development
expenses for the nine months ended September 30, 2002 were $310,005 as compared
to $111,203 for the nine months ended September 30, 2001. The increase of
$198,802 was primarily a result of research studies costing $109,653 and the
increased cost of services provided by our principal consultant in the amount
of $72,381. The significant components of general and administrative expenses
for the nine months ended September 30, 2002 primarily consist of payroll,
taxes and benefits; consulting expenses, including financial consulting,
investor relations and public relations; professional fees, including legal,
audit and patent expenses and aborted offering costs. General and
administrative expenses (excluding non-cash amounts of $612,387 and $859,310 in
the nine months ended September 30, 2002 and 2001, respectively) increased by
$1,029,608 from $1,165,481 to $2,195,089 for the nine months ended September
30, 2002, primarily as a result of increases of: (i) legal fees of $98,143;
(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 $467,056 (excluding non-cash
compensation for services of $473,199). As a result of the above, in the nine
months ended September 30, 2002, the Companys net loss was $3,046,335 or
$(0.36) per share compared to a net loss of $1,704,168 or $(0.25) per share for
the same period in the prior year.

Assets and Liabilities

At September 30, 2002, the Company had total assets of $2,832,637 compared
to total assets of $5,026,404 at December 31, 2001. Cash was $760,999 as of
September 30, 2002, a decrease of $2,168,834 from the $2,929,833 cash on hand
as of December 31, 2001. Cash used in operations was $2,397,119, cash used in
investing was $25,664, and cash provided by financing activities from the
exercise of warrants and options was $253,949. There were no major cash
out-flows other than the funds used in operations.

Net accounts receivable were $18,183 at September 30, 2002, an increase of
$7,896 (76.8%) from the $10,287 at December 31, 2001. Net inventories
increased $23,498 (29.6%), to $102,964, from the $79,466 at

11



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##### Table of Contents



December 31, 2001.
The increase in net inventories is attributable to increased work in process
and raw materials available for DR-70® kit manufacturing.

Net fixed assets totaled $34,067 at September 30, 2002, an increase of
$19,067 (127.1%) from the $15,000 at December 31, 2001. Purchases of
equipment, primarily computer equipment and software, totaled $25,664 during
the current period, while depreciation and amortization totaled $6,597,
resulting in a net increase in fixed assets of $19,067.

Total liabilities at September 30, 2002 were $229,227, a decrease of
$13,767 (5.7%) from the $242,994 at December 31, 2001. Accounts payable and
accrued liabilities were $122,269 at September 30, 2002, a decrease of $4,147
(3.3%) from the $126,416 at December 31, 2001. Accrued payroll totaled $76,158
at September 30, 2002, a decrease of $9,620 (11.2%) compared to $85,778 at
December 31, 2001, due to a balance of a 2001 bonus to the Companys CEO being
paid in 2002. Accrued interest payable, which is included in accounts payable
and accrued liabilities, was $12,675 at December 31, 2001 and at December 31,
2000. Notes payable totaled $25,000 at December 31, 2001 and at December 31,
2000.

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.




Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Companys chief executive officer and chief financial officer carried
out an evaluation of the effectiveness and operation of the Companys
disclosure controls and procedures. They have concluded after evaluating the
effectiveness of the Companys disclosure controls and procedures as of a date
(the Evaluation Date) within 90 days before the filing date of this quarterly
report, that as of the Evaluation Date, the Companys disclosure controls and
procedures were effective and designed to ensure that material information
relating to the Company would be made known to them by others.

Changes in Internal Controls

There have been no significant changes in the Companys internal controls
or in other factors that could significantly affect those controls subsequent
to the Evaluation Date.

12



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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 International Consulting Partners, a consultant
for continuing financial consulting 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
Investor Communication Corp., for public relations and communication services
rendered in connection with a plan to raise additional 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 as of 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 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 to
Investor Communication Corp., for public relations and communication services
rendered in connection with a plan 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 expensed as aborted offering costs.
The common stock was issued pursuant to Section 4(2) of the Securities Act.
There was no underwriter involved in this issuance.

On May 10, 2002, the Company authorized the issuance of 66,666 shares of
common stock to International Consulting Partners, a consultant for continuing
financial consulting to be rendered over the two-month period ending July 15,
2002. The Company issued 33,333 shares to the consultant for services through
June 15, 2002. These shares were valued at $36,833, based upon the trading
price of our common stock on that date, and charged to consulting expense. On
July 17, 2002, the Company issued 33,333 shares of common stock to the
consultant for services rendered through July 15, 2002 which were valued at
$17,000, based upon the trading price of our common stock on that date, and
charged to consulting expense. The common stock was 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



| |              
| | -------------
| | Inapplicable.

Item 5. Other Information



| |              
| | -------------
| | Inapplicable.

13



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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. §1350 of Chief Executive Officer
|   |  |                     |  |                                                                     
|   |  | 99.2                |  | Certification Pursuant to 18 U.S.C. §1350 of
Chief Financial Officer
|   |  |                     |  |                                                                     
|b) |  | Reports on Form 8-K
|   |  |                     |  |                                                                     
|   |  | None.               |  |                                                                     

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

14



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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

15



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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

16



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##### Table of Contents



Exhibit Index

| |  |          |  |                                                                     
| |  | -------- |  | --------------------------------------------------------------------
| |  | Exhibits |  |                                                                     
| |  |          |  |                                                                     
| |  | 99.1     |  | Certification Pursuant to 18 U.S.C. §1350 of Chief Executive Officer
| |  |          |  |                                                                     
| |  | 99.2     |  | Certification Pursuant to 18 U.S.C. §1350 of
Chief Financial Officer

17