<PAGE>
 
                                                                       CONFORMED
                                                                                
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 10-QSB

(Mark One)
X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
   1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR

__ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________


   COMMISSION FILE NUMBER 33-23786-LA


                                  AMDL, INC.
                                  ----------
       (Exact name of small business issuer as specified in its charter)


           DELAWARE                                      87-0188822
------------------------------------------------         ----------
   (State or other jurisdiction                        (I.R.S. Employer
 of incorporation or organization)                    Identification No.)


  14272 FRANKLIN AVE., SUITE 106
        TUSTIN, CALIFORNIA                                92780-7017
------------------------------------------------          ----------
(Address of principal executive offices)                  (Zip Code)


           (714) 505-4460
------------------------------------------------
(Issuer's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last
report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
    ----    ----


APPLICABLE ONLY TO CORPORATE ISSUERS:

As of August 1, 1997, the Registrant had outstanding 33,729,903 shares of its
common stock, par value $.001.

<PAGE>
 
                                  AMDL, INC.
                         (A Development Stage Company)

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                    Page No.
                                                                                  -----------
<S>     <C>                                                                       <C>
PART I  FINANCIAL INFORMATION.....................................................    3
 
ITEM 1. FINANCIAL STATEMENTS......................................................    3
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        RESULTS OF OPERATIONS AND FINANCIAL POSITION..............................    3
 
              Preliminary Note Regarding Forward Looking Financial Statements.....    3
 
              Balance Sheets as of June 30, 1997 and December 31, 1996............    6
 
              Statements of Operations for the three months and six months
              ended June 30, 1997 and 1996 and for the period from inception
              (July 10, 1987) to June 30, 1997....................................    7
 
              Statements of Cash Flows for the six months
              ended June 30, 1997 and 1996 and for the period
              from inception (July 10, 1987) to June 30, 1997.....................    8
 
              Notes to the Financial Statements...................................    9
 
PART II OTHER INFORMATION.........................................................    10
</TABLE>

                                       2
<PAGE>
 
                        PART I - FINANCIAL INFORMATION
                                        
ITEM 1.  FINANCIAL STATEMENTS

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 generally accepted accounting principles
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 financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the fiscal year ended December 31,
1996, as filed with the Securities and Exchange Commission.

The financial statements are included after Item 2.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
         OF OPERATIONS AND FINANCIAL POSITION

PRELIMINARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  The Company's actual results may differ
materially from the results projected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed below.

GENERAL

Since inception, the Company has been in the development stage and has devoted
its resources to research and development, obtaining regulatory approval and the
commercialization of its proposed diagnostics for cancer and other diseases.
The Company has incurred losses since inception and expects to incur a
significant operating loss during the fiscal year ending December 31, 1997.  The
Company will require substantial additional funding for continuing research and
development, obtaining regulatory approvals and for commercialization of its
products.

LIQUIDITY AND CAPITAL RESOURCES

The Company has received only minimal revenues from sales of products and the
balance of its income has come from the sale of licenses, royalties and options
to purchase marketing rights. Operations have been funded principally through
private placements of its equity securities, and income received from the sale
of licenses, royalties and options to acquire marketing rights.  The Company
expects to incur continued losses in the near-term as it continues development
of its test kit systems, undertakes clinical trials and other actions necessary
to obtain regulatory approvals and engages in marketing and sales activities.
The Company also expects to incur substantial administrative and
commercialization expenditures in the future, the availability of funding for
such expenditures is presently unknown.  From December 31, 1996 to June 30,
1997, the Company's cash, cash equivalents and short-term investments decreased
to $2,332,978.  The Company is also hopeful of obtaining significant revenues
from diagnostic product sales, but there is no commitment by any person for
purchase of any of the Company's products.  In the absence of significant sales
and profits, the Company may seek to raise additional funds to meet its working
capital requirements principally through the additional sales of its securities.

                                       3
<PAGE>
 
However, there is no assurance that the Company will be able to obtain
sufficient additional funds when needed, or that such funds, if available, will
be obtainable on terms satisfactory to the Company. The Company can make no
prediction as to when, if ever, it will be profitable.

The Company believes its present cash, cash equivalents and short-term
investment balances to be sufficient for the next twelve months of operations,
assuming the Company is able to extend forbearance of accrued payroll and
related expenses.  However, certain scheduled activities will be curtailed
unless additional working capital is obtained.  ICD, L.L.C., (ICD) AMDL's joint
venture with Briana-Bio-Tech Inc., a Canadian company and significant
shareholder, is responsible for marketing DR-70/TM/ worldwide with the exception
of the United States and Canada. The Company's diagnostic test kit, DR-70/TM/,
was designed to permit physicians to detect the early presence of the disease
through an analysis of non-invasive blood serum samples, in advance of clinical
symptoms, when early treatment should result in a higher probability of patient
recovery. The DR-70/TM/ test kit would also be an effective resource for a
physician to confirm the clinical symptoms of lung cancer.

The Company's efforts during the next twelve months will be dedicated
principally to providing assistance to ICD in connection with international
market development for DR-70/TM/, international market development for the
Company's other diagnostic products, development and commercialization of new
products and obtaining the required regulatory approvals. There can be no
assurance as to the success of these efforts. ICD has entered into nine
exclusive distribution agreements for marketing of the test kits in the
countries of Argentina-Chile, Brazil, China, Indonesia, Poland, Mexico, the
Philippines, Taiwan and Malaysia. During the first quarter of 1997, ICD
terminated the distribution agreement for Brazil. Subsequent to the second
quarter of 1997, ICD terminated the distribution agreement of Mexico. In order
to retain exclusivity, the distributors in these respective countries will be
required to make minimum purchases of the Company's test kits from ICD once
regulatory approval is obtained in each respective country. However, there is no
firm commitment by any distributor to purchase any kits. Inasmuch as the kits
constitute a new product, regulatory approvals have not been finalized, and the
distributors, in some instances, are not experienced in the sale of this type of
test, no assurance can be given of any revenues from these distribution
arrangements. The Company intends for ICD to expand its marketing efforts to
other countries. There can be no assurance as to the success of these efforts.

During the next six months, the Company anticipates incurring approximately
$35,000 in expenditures for the purchase of additional equipment.  Currently,
the Company does not anticipate any significant changes in the number of
employees.  The Company may not be able to retain its present employees if
additional financing is not obtained.  If such financing is obtained, the
Company may also seek to add employees to further its efforts to commercialize
its products.

At June 30, 1997, the Company was indebted for $584,203 for accrued salaries
payable to five persons who are officers and other employees and former
employees.  The Company has made payment arrangements with four of these persons
who are current or former employees who are owed an aggregate of $455,333 at
June 30, 1997.  The Company has agreed to pay each of these persons their
proportionate share of five percent of sales revenues, if any, of the Company,
but not less than $500 per month per person.  In addition, if a person currently
employed by the Company is terminated under certain circumstances, the minimum
monthly payment would be increased to $2,000.  All amounts must be paid no later
than February 28, 2001.  The Company has had  various communications with the
other employee concerning possible alternative arrangements.  There can be no
assurance as to the success of these efforts.

                                       4
<PAGE>
 
RESULTS OF OPERATIONS

Reference is made to the Company's annual report on Form 10-KSB for the fiscal
year ended December 31, 1996 for a detailed discussion and analysis of the
Company's financial condition and results of operations for the periods covered
by that report.

Revenues
--------

During the quarter ended June 30, 1997, the Company received minimal revenue
from the sales of accessories.  No previous sales had been recorded by the
Company.

Research and Development and General and Administrative Expenses
----------------------------------------------------------------

Research and development expenses for the quarter ended June 30, 1997 were 2.6%
lower than the previous quarter and 32.5% higher than the prior year quarter.
On a year-to-date basis, research and development expenses were 28.8% higher
compared with the first six months of the prior year.  Expense categories
reflecting increases over the equivalent period in the prior year include the
research and development portion of payroll and rent.

General and administrative expenses for the quarter ended June 30, 1997 were
11.0% lower than the previous quarter and 7.2% higher than the prior year
quarter. On a year-to-date basis, general and administrative expenses were 21.6%
higher compared with the first six months of the prior year. Expense categories
reflecting increases over the equivalent period in the prior year included
legal, other professional fees and the general and administrative portion of
payroll and rent. The increase in legal expenses was due primarily to the
litigation instituted by the Company against Roger L. Lallone, Ph.D., a former
consultant, and Dr. Edward L. Stephen, a former Vice President, in February 1996
and the preparation and negotiation of a settlement agreement with Robert R.
Guerrero, Ph.D., a former Vice President and Director. The increase in other
professional fees was due primarily to fees paid to directors and consultants.
Payroll increases were due to increases for some existing personnel and an
increase in staff. The rent increased as a result of a new facilities lease that
commenced December 1996.

During the six month period ended June 30, 1997, the Company realized interest
income of $68,609 compared to $25,136 of interest income and $43,138 of other
income for the equivalent period in the prior year.

In the absence of significant sales, the Company anticipates a net loss for the
quarter ending September 30, 1997 of approximately $500,000.

                                       5
<PAGE>
 
                                  AMDL, INC.
                         (A Development Stage Company)
                                Balance Sheets
                                  (Unaudited)

                                    ASSETS
                                    ------
<TABLE>
<CAPTION>
                                                                         June 30,       Dec. 31,
                                                                           1997          1996
                                                                       ----------      ----------
<S>                                                                    <C>           <C>
CURRENT ASSETS
 Cash and cash equivalents                                             $  141,119      $1,072,249
 Short-term investments                                                 2,191,859       2,432,411
                                                                       ----------      ----------
     TOTAL CURRENT ASSETS                                               2,332,978       3,504,660
                                                                       ----------      ----------
 
OTHER ASSETS                                                                7,863           7,863
                                                                       ----------      ----------
 
     TOTAL ASSETS                                                      $2,340,841      $3,512,523
                                                                       ==========      ==========

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------
 
CURRENT LIABILITIES
 Notes payable                                                         $    25,000    $    25,000
 Accounts payable and accrued expenses                                     133,450        192,736
 Accrued payroll and related expenses                                      706,401        924,079
 Capital lease obligation                                                      717         18,668
                                                                       -----------    -----------
 
     TOTAL CURRENT LIABILITIES                                             865,568      1,160,483
                                                                       -----------    -----------
 
 
STOCKHOLDERS' EQUITY:
  Preferred stock, 10,000,000 shares authorized, no shares issued
    or outstanding at June 30, 1997 and December 31, 1996                      -              -
  Common stock, $0.001 par value, 50,000,000 shares authorized,
    33,729,903 and 33,529,903 shares issued and outstanding at
    June 30, 1997 and December 31, 1996, respectively                       33,730         33,530
  Additional paid-in capital                                            11,907,599     11,865,799
  Deficit accumulated during the development stage                     (10,466,056)    (9,547,289)
                                                                       -----------    -----------
 
     TOTAL STOCKHOLDERS' EQUITY                                          1,475,273      2,352,040
                                                                       -----------    -----------
 
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY                                                           $ 2,340,841    $ 3,512,523
                                                                       ===========    ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>
 
                                  AMDL, INC.
                         (A Development Stage Company)
                           Statements of Operations
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                                  From Inception
                                 For the Three Months Ended      For the  Six Months Ended      on July 10, 1987
                                          June 30,                       June 30,               through June 30,
                                 -----------   -----------       -----------    ----------      ----------------
                                     1997           1996            1997           1996              1997
<S>                              <C>            <C>              <C>            <C>             <C>
NET SALES                        $    31,036             -       $    31,036    $        -      $      31,036

COSTS OF SALES                        17,339             -            17,339             -             17,339
                                 -----------    ----------        ----------     ----------     ------------- 
   Gross Profit                       13,697             -            13,697             -             13,697
                                 -----------    ----------        ----------     ----------     ------------- 
OPERATING EXPENSES
Research and 
 development                         217,463       164,195           411,543        319,579         5,398,367
General and 
 administrative                      263,984       246,292           589,530        485,063         6,328,299   
                                 -----------    ----------        ----------     ----------     ------------- 
                                     481,447       410,487         1,001,073        804,642        11,726,666
                                 -----------    ----------        ----------     ----------     ------------- 
LOSS FROM 
 OPERATIONS                          467,750       410,487           987,376        804,642        11,712,969
                                 -----------    ----------        ----------     ----------     ------------- 
OTHER INCOME
  (EXPENSE):
 Interest expense                         -             -                 -              -           (561,016)
 Interest income                      32,523        22,088            68,609         25,136           156,393
 Other                                    -             -                 -          43,138         1,651,536       
                                 -----------    ----------        ----------     ----------     ------------- 
                                      32,523        22,088            68,609         68,274         1,246,913
                                 -----------    ----------        ----------     ----------     ------------- 
NET LOSS                         $  (435,227)     (388,399)         (918,767)      (736,368)    $ (10,466,056)
                                 ===========    ==========        ==========     ==========     =============
NET LOSS PER SHARE
                                       (0.01)        (0.01)            (0.03)         (0.03)
                                 ===========    ==========        ==========     ========== 
WEIGHTED AVERAGE 
 SHARES
 OUTSTANDING                      33,641,860    26,628,874        33,587,362     24,993,872
                                 ===========    ==========        ==========     ========== 
</TABLE> 

  The accompanying notes are an integral part of these financial statements 

                                       7
<PAGE>
 
                                  AMDL, INC.
                         (A Development Stage Company)
                           Statements of Cash Flows
                                 (Unaudited)  


<TABLE> 
<CAPTION> 



                                                                                                                       Inception  
                                                                                             Six         Six        (July 10, 1987)
                                                                                        Months Ended Months Ended         to  
                                                                                          June 30,     June 30,        June 30,
                                                                                            1997         1996           1997
                                                                                        -----------  ------------  -------------
<S>                                                                                     <C>          <C>           <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net loss                                                                                $  (918,767)  $  (736,368)   $(10,466,056)  

Adjustments to reconcile net loss to net cash used in operating activities-    
  Depreciation and amortization                                                                  -             -          497,288
  Amortization of deferred interest                                                              -             -          312,000
  Common stock subscribed                                                                        -             -          300,000 
  Stock issued for services                                                                  17,000            -          310,416
  Warrants issued for services                                                                   -             -          661,529
  Decrease in due from related party                                                             -            508              -
  Increase in other assets                                                                       -             -           (7,863)
  Increase (decrease) in accounts payable and accrued  expenses                             (59,286)      (22,498)        158,905
                                                                                        ------------  ------------   ------------ 
  Increase (decrease) in accrued payroll and related expenses                              (217,678)       23,294         706,401   
                                                                                        ------------  ------------   ------------ 
        Net cash used in operating activities                                            (1,178,731)     (735,064)     (7,527,380)  


CASH FLOWS FROM INVESTING ACTIVITIES:  
  Short-term investments, net                                                               240,552            -       (2,191,859) 
  Purchases of equipment                                                                         -             -         (225,930)  
  Expenditures for patents                                                                       -             -         (154,682) 
                                                                                        ------------  ------------   ------------ 
        Net cash provided by (used in) investing activities                                 240,552            -       (2,572,471) 
                                                                                        ------------  ------------   ------------ 

CASH FLOWS FROM FINANCING ACTIVITIES:  
  Borrowings (repayments) under notes payable, net                                               -        (47,500)         59,115  
  Repayments under capital lease obligation                                                 (17,951)      (18,293)       (115,959)  

  Proceeds from issuance of common stock                                                     25,000     2,132,501      10,240,747  
  Net effect of merger with CVI                                                                  -             -           57,067 
                                                                                        ------------  ------------   ------------ 
        Net cash provided by financing activities                                             7,049     2,066,708      10,240,970  
                                                                                        ------------  ------------   ------------ 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (931,130)    1,331,644         141,119
CASH AND CASH EQUIVALENTS, beginning of period                                            1,072,249       726,406              -
                                                                                        ------------  ------------   ------------ 
CASH AND CASH EQUIVALENTS, end of period                                                $   141,119   $ 2,058,050    $    141,119
                                                                                        ============  ============   ============
</TABLE> 

The accompanying notes are an integral part of these financial statements

                                       8
<PAGE>
 
                                  AMDL, INC.
                         (A Development Stage Company)
                       Notes to the Financial Statements
                                 June 30, 1997


NOTE 1 - MANAGEMENT OPINION  

        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
        generally accepted accounting principles 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 financial statements and notes thereto included in
        the Company's annual report on Form 10-KSB for the fiscal year ended
        December 31, 1996, as filed with the Securities and Exchange Commission.


NOTE 2 -  STOCK BASED COMPENSATION PLANS

        The following is a status of the stock options outstanding at June 30,
        1997:

<TABLE> 
<CAPTION> 
                                                        Shares  Weighted Average
                                                         (000)   Exercise Price
                                                        ------  --------------- 
                <S>                                     <C>     <C> 
                Outstanding, December 31, 1996          5,610      $0.915
                  Granted                                 100       0.440    
                  Exercised                                 -           -
                  Expired/Forfeited                      (115)      1.446    
                                                        -----      ------
                Outstanding, June 30, 1997 (unaudited)  5,595      $0.896 
                                                        =====      ====== 
                Exercisable at June 30, 1997            4,990      $0.929
                                                        =====      ====== 
</TABLE> 
The following is a status of the warrants outstanding at June 30, 1997:

<TABLE> 
<CAPTION> 
                                                        Shares  Weighted Average
                                                         (000)   Exercise Price
                                                        ------  --------------- 
                <S>                                     <C>     <C> 
                Outstanding, December 31, 1996          2,426      $0.741    
                  Granted                                  -           - 
                  Exercised                              (100)      0.250  
                  Expired/Forfeited                      (320)      0.248
                                                        -----      ------
                Outstanding, June 30, 1997 (unaudited)  2,006      $0.814 
                                                        =====      ====== 
</TABLE> 

All of the warrants are exercisable at June 30, 1997.

                                       9
<PAGE>
 
NOTE 3 - COMMON STOCK ISSUED  

         During the quarter ended March 31, 1997, the Company received $25,000
         cash proceeds from the exercise of 100,000 warrants.


         During the quarter ended June 30, 1997, the Company issued 100,000
         shares of common stock as part of compensation paid to a consulting
         firm. The Company recorded $17,000 of general and administrative
         expense representing the fair market value of the shares on the date of
         the consulting agreement.


NOTE 4 - REVENUE RECOGNITION      

         Revenue is recognized upon shipment of products to customers.

NOTE 5 - NET LOSS PER SHARE    

         Net loss per share is calculated using the weighted average number of
         shares outstanding for the period. Common equivalent shares are
         excluded from the computation as their effect is antidilutive.


                          PART II - OTHER INFORMATION

Item 1 Legal Proceedings.  
       ----------------- 
       Inapplicable.

Item 2 Changes in Securities.
       ----------------------
       Inapplicable.

Item 3 Defaults Upon Senior Securities.  
       --------------------------------
       Inapplicable.

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

Item 5 Other Information.  
       ------------------
       On June 20, 1997, John Tkachuk resigned as a member of AMDL Inc.'s Board
       of Directors. The vacancy has not been filled by the Board of Directors.

Item 6 Exhibits and Reports on Form 8-K.  
       --------------------------------- 
       (a)  Exhibits.
            ---------
            Inapplicable.  

       (b)  Reports of Form 8-K.    
            --------------------
            Inapplicable.

                                       10
<PAGE>
 
                                 SIGNATURES  


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    AMDL, INC.

August 4, 1997                  By: /s/ HARRY R. BERK      
                                    ------------------------  
                                    Chief Accounting Officer


August 4, 1997                  By: /s/ THAT T. NGO 
                                    ------------------------
                                    President

                                       11