<PAGE>   1

                       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 SEPTEMBER 30, 1998 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                                      92780-7039
----------------------------------------                         ----------
(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 October 31, 1998, the Company had outstanding 33,754,903 shares of its
common stock, par value $.001.

Transitional Small Business Disclosure Format
(Check one):
Yes [ ]   No [X]

<PAGE>   2

                                   AMDL, INC.
                          (A Development Stage Company)

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

PART I  FINANCIAL INFORMATION................................................ 3

ITEM 1. FINANCIAL STATEMENTS................................................. 3

            Balance Sheets as of September 30, 1998 and December 31, 1997.... 4

            Statements of Operations for the three and nine months ended
            September 30, 1998 and 1997 and for the period from inception
            (July 10, 1987) to September 30, 1998............................ 5

            Statements of Cash Flows for the nine months
            ended September 30, 1998 and 1997 and for the period
            from inception (July 10, 1987) to September 30, 1998............. 6

            Notes to the Financial Statements................................ 7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION................................................... 9


PART II  OTHER INFORMATION...................................................12


                                      -2-
<PAGE>   3

                         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. These financial statements should 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,
1997, as filed with the Securities and Exchange Commission.


                                      -3-

<PAGE>   4

                                   AMDL, INC.
                          (A Development Stage Company)
                                 Balance Sheets

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                           September 30,            Dec. 31,
                                                                                1998                  1997
                                                                            (Unaudited)
                                                                           -------------            --------
<S>                                                                        <C>                    <C>         
CURRENT ASSETS
     Cash and cash equivalents                                             $    252,504           $  1,498,540
     Accounts receivable                                                          5,325                     --
                                                                           ------------           ------------

                Total current assets                                            257,829              1,498,540

OTHER ASSETS                                                                      7,863                  7,863
                                                                           ------------           ------------

                                                                           $    265,692           $  1,506,403
                                                                           ============           ============

                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Notes payable                                                         $     25,000           $     25,000
     Accounts payable and accrued expenses                                      142,299                125,748
     Accrued payroll and related expenses                                       680,952                674,669
     Customer deposit                                                             3,735                 32,235
                                                                           ------------           ------------

                 Total current liabilities                                      851,986                857,652
                                                                           ------------           ------------

COMMITMENTS

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, 10,000,000 shares authorized, no shares issued
    or outstanding at September 30, 1998 and December 31, 1997                       --                     --

  Common stock, $0.001 par value, 50,000,000 shares authorized,
    33,754,903 shares issued and outstanding at
    September 30, 1998 and December 31, 1997                                     33,755                 33,755
  Additional paid-in capital                                                 11,934,541             11,909,699
  Deficit accumulated during the development stage                          (12,554,590)           (11,294,703)
                                                                           ------------           ------------

                                                                               (586,294)               648,751
                                                                           ------------           ------------

                                                                           $    265,692           $  1,506,403
                                                                           ============           ============
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>   5

                                   AMDL, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                   From
                                                                                               Inception on
                               For the Three Months           For the Nine Months Ended        July 10, 1987
                                Ended September 30,                  September 30,                through
                           -----------------------------     -----------------------------       Sept. 30,
                                1998            1997             1998             1997             1998
                           ------------     ------------     ------------     ------------     ------------
<S>                        <C>              <C>              <C>              <C>              <C>         
NET SALES                  $     38,896     $     11,400     $    136,427     $     42,436     $    178,863

COSTS OF SALES                   22,385            5,700          102,217           23,039          125,256
                           ------------     ------------     ------------     ------------     ------------

   Gross Profit                  16,511            5,700           34,210           19,397           53,607
                           ------------     ------------     ------------     ------------     ------------

OPERATING EXPENSES:
  Research and
    development                 140,797          236,808          522,362          648,351        6,416,000
  General and
   administrative               244,943          236,003          794,504          825,533        7,515,202
                           ------------     ------------     ------------     ------------     ------------

                                385,740          472,811        1,316,866        1,473,884       13,931,202
                           ------------     ------------     ------------     ------------     ------------

LOSS FROM OPERATIONS           (369,229)         467,111       (1,282,656)      (1,454,487)     (13,877,595)
-----------------------    ------------     ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE):
  Interest expense                   --               --               --               --         (561,016)
  Interest income                 4,531           27,111           30,269           95,720          239,985
  Loss on equity
     investment                      --               --           (7,500)              --           (7,500)
  Other                              --               --               --               --        1,651,536
                           ------------     ------------     ------------     ------------     ------------

                                  4,531           27,111           22,769           95,720        1,323,005
                           ------------     ------------     ------------     ------------     ------------

NET LOSS                   $   (364,698)    $   (440,000)    $ (1,259,887)    $ (1,358,767)    $(12,554,590)
                           ============     ============     ============     ============     ============

BASIC AND DILUTED NET
   LOSS PER SHARE          $      (0.01)    $      (0.01)    $      (0.04)    $      (0.04)
                           ============     ============     ============     ============


WEIGHTED AVERAGE SHARES
   OUTSTANDING               33,754,903       33,729,903       33,754,903       33,622,403
                           ============     ============     ============     ============
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>   6

                                   AMDL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                   INCEPTION
                                                               NINE               NINE          (JULY 10, 1987)
                                                           MONTHS ENDED       MONTHS ENDED             TO
                                                           SEPTEMBER 30,      SEPTEMBER 30,       SEPTEMBER 30,
                                                               1998               1997                1998
                                                           -------------      -------------      --------------
<S>                                                        <C>                 <C>                <C>          
CASH FLOWS FROM OPERATING ACTIVITIES:

  NET LOSS                                                 $ (1,259,887)       $ (1,358,767)      $(12,554,590)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
   USED IN OPERATING ACTIVITIES-
    DEPRECIATION AND AMORTIZATION                                    --                  --            497,288
    AMORTIZATION OF DEFERRED INTEREST                                --                  --            312,000
    LOSS ON EQUITY INVESTMENT                                     7,500               7,500
    COMMON STOCK SUBSCRIBED                                          --                  --            300,000
    STOCK ISSUED FOR SERVICES                                        --              17,000            312,541
    WARRANTS OR OPTIONS ISSUED FOR SERVICES
      (CALCULATED PURSUANT TO FAS 123)                           24,842                  --            686,371
    INCREASE IN ACCOUNTS RECEIVABLE                              (5,325)                 --             (5,325)
    INCREASE IN OTHER ASSETS                                         --                  --             (7,863)
    INCREASE (DECREASE) IN ACCOUNTS PAYABLE AND
     ACCRUED EXPENSES                                            16,551             (42,278)           167,754
    INCREASE (DECREASE) IN ACCRUED PAYROLL AND
     RELATED EXPENSES                                             6,283            (214,554)           680,952
    INCREASE (DECREASE) IN CUSTOMER DEPOSIT                     (28,500)                 --              3,735
                                                           ------------        ------------       ------------
          NET CASH USED IN OPERATING ACTIVITIES              (1,238,536)         (1,598,599)        (9,599,637)
                                                           ------------        ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  PURCHASES OF EQUIPMENT                                             --                  --           (225,930)
  EXPENDITURES FOR PATENTS                                           --                  --           (154,682)
  EQUITY INVESTMENT                                              (7,500)                                (7,500)
                                                           ------------        ------------       ------------
          NET CASH PROVIDED BY (USED IN)
           INVESTING ACTIVITIES                                  (7,500)                 --           (388,112)
                                                           ------------        ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  BORROWINGS UNDER NOTES PAYABLE, NET                                --                  --             59,115
  REPAYMENTS UNDER CAPITAL LEASE OBLIGATION                          --             (18,668)          (116,676)
  PROCEEDS FROM ISSUANCE OF COMMON STOCK                             --              25,000         10,240,747
  NET EFFECT OF MERGER WITH CVI                                      --                  --             57,067
                                                           ------------        ------------       ------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                  --               6,332         10,240,253
                                                           ------------        ------------       ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (1,246,036)         (1,592,267)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                1,498,540           3,504,660                 --
                                                           ------------        ------------       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                   $    252,504        $  1,912,393       $    252,504
                                                           ============        ============       ============
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                      -6-
<PAGE>   7

                                   AMDL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 1998
                                   (Unaudited)

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 and, in the
         opinion of the Company's management, reflect normal recurring
         adjustment necessary for a fair presentation of the information for the
         periods presented. 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. Accordingly, these financial statements should 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, 1997, as filed with the Securities and Exchange
         Commission.

         The results of operations for the nine months ended September 30, 1998
         are not necessarily indicative of operating results for the full year.

NOTE 2 - STOCK BASED COMPENSATION PLANS

         The following is a status of the stock options outstanding at September
         30, 1998:

                                                 Shares     Weighted Average
                                                 (000)       Exercise Price
                                                 -----       --------------
         Outstanding, December 31, 1997          4,650            $0.824
             Granted                               300             0.138
             Exercised                              --                --
             Expired/Forfeited                     (57)           (0.802)
                                                 -----            ------
         Outstanding, September 30, 1998         4,893            $0.782
                                                 =====            ======
         Exercisable at September 30, 1998       4,653            $0.812
                                                 =====            ======

         The following is a status of the warrants outstanding at September 30,
         1998:

                                                 Shares     Weighted Average
                                                 (000)       Exercise Price
                                                 -----       --------------
         Outstanding, December 31, 1997          1,889            $0.836
             Granted                               150             0.160
             Exercised                              --                --
             Expired/Forfeited                      --                --
                                                 -----            ------
         Outstanding, September 30, 1998         2,039            $0.786
                                                 =====            ======


                                      -7-
<PAGE>   8

NOTE 2 - STOCK BASED COMPENSATION PLANS (continued)

         All of the warrants are exercisable at September 30, 1998.


NOTE 3 - BASIC AND DILUTED NET LOSS PER SHARE

         Basic and diluted 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.

NOTE 4 - INVESTMENT IN NEWLY FORMED ENTITY

         The Board of Directors authorized the Company to make a $7,500
         investment in a newly formed entity, Sino-American Medical, Inc. (SAM).
         This investment was made in April, 1998. Two of the Company's current
         employees (the President, Chief Executive Officer and Director, and the
         Dirof Corporate Development) have been authorized by the Board of
         Directors to utilize some efforts of their employment schedules at AMDL
         for SAM related activities. At September 30, 1998, the Company
         maintained a 17 percent ownership in SAM. Due to the Company's
         significant presence at SAM, the investment has been accounted for
         under the equity method. Among other provisions, the equity method
         requires the Company to recognize unrealized gains/losses for their
         proportionate ownership share of the net income/losses of SAM.
         Unrealized losses are limited to the investment made by the Company in
         SAM. For the nine months ended September 30, 1998, the Company's
         proportionate share of the loss in SAM was in excess of $7,500.
         Accordingly, $7,500 has been included as a loss in equity investment on
         the accompanying statement of operations.

NOTE 5 - RECLASSIFICATIONS

         Certain reclassifications have been made to the financial statements at
         September 30, 1997 in order to conform to classifications used in the
         current quarter.


                                      -8-
<PAGE>   9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR  PLAN OF OPERATION

In February 1998, the Board adopted a resolution authorizing the Company to make
a $7,500 investment in a newly formed entity, Sino-American Medical, Inc.
("SAM"), a Delaware corporation. The Board also authorized certain AMDL
personnel and a related party to accept executive positions with SAM and utilize
a small portion of their employment schedule at AMDL for SAM related activities.
SAM reimburses the Company for incidental expenses such as telephone and
postage. Douglas C. MacLellan, a Director of the Company accepted the positions
of Chairman of the Board and Secretary of SAM. The other Company personnel
include That. T. Ngo, Ph.D., the Company's President and Chief Executive Officer
and Director, and Thomas V. Tilton, Director of Corporate Development. Dr. Ngo
holds the positions of Director, President and CEO of SAM. Thomas V. Tilton
holds the positions of Treasurer and Vice President of SAM. SAM was created to
participate in a joint venture in China leading to the privatization of a
Chinese pharmaceutical firm. It was the AMDL Board's position that AMDL did not
have the financial resources to pursue the SAM opportunity and that the nominal
investment in SAM and permission to permit certain AMDL personnel to engage in
limited SAM activities was in the best interests of AMDL and that the terms of
the SAM transaction were fair and reasonable. AMDL made the $7,500 investment in
SAM in April 1998. The investment is being accounted for under the equity
method.

PRELIMINARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on 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 AMDL 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, dependence
on management, and those other risks discussed below. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements. AMDL's management disclaims any obligation to forward-looking
statements contained herein to reflect any change in AMDL's expectation with
regard thereto or any change in events, conditions, circumstances or assumptions
underlying such statements.

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. For
the nine month period ended September 30, 1998, the Company generated $136,427
in net sales of products. Historically, the Company's income has come from the
sale of licenses, royalties and options to purchase marketing rights. The
Company has incurred losses since inception and expects to incur a significant
operating loss for the fiscal year ending December 31, 1998. The Company will
require substantial additional funding for commercialization of its products.
There can be no assurances that the Company will be able to obtain such funding
when needed or at all, or if available, what the terms thereof will be.


                                      -9-
<PAGE>   10

LIQUIDITY AND CAPITAL RESOURCES

Historically, 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 requires
significant funding for the continued development of its test kit systems,
clinical trials and other actions necessary to obtain regulatory approvals and
to engage in continued marketing and sales activities. The amount of
expenditures required to maintain operations and to continue product development
far exceeds existing cash, which was $252,504 at September 30, 1998. The
availability of sources of cash for such expenditures is presently unknown. From
December 31, 1997 to September 30, 1998, the Company's cash and cash equivalents
decreased by $1,246,036 as a result of working capital requirements. As of
November 1, 1998, Cash is being depleted at the rate of approximately $75,000
per month. The Company is hopeful of obtaining some additional revenues from
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 is seeking to raise additional funds to meet its working capital needs
principally through the additional sales of its securities. 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 that its present cash and cash equivalents balances are
sufficient only for operations through the fourth quarter of 1998, assuming the
Company is able to extend forbearance of collection efforts on its outstanding
indebtedness. However, certain scheduled activities were substantially reduced
or canceled after the end of second and third quarters and will remain reduced
or canceled until additional operating capital is obtained. The Company is
continuing its efforts to raise capital to finance continuing operations,
accelerate international and domestic market development for the Company's other
products, develop and commercialize new products and obtain the required
regulatory approvals. There can be no assurance as to the success of these
efforts, or, if successful, what the cost or terms thereof will be.

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, which could have a material adverse effect
upon the operations of the Company. If such financing is obtained, the Company
may also seek to add employees to further its efforts to commercialize its
products.

At September 30, 1998, the Company owed $680,952 in accrued salaries payable to
six persons who are officers and other employees and former employees, four of
whom agreed to payments equal to their proportionate share of five percent of
sales revenues, if any, of the Company, but not less than $250 per month per
person. In addition, effective July 16, 1998, 50% of executive compensation has
been accrued but not paid pursuant to agreements with four executives.

RESULTS OF OPERATIONS

Reference is made to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997 for a detailed discussion and analysis of the
Company's financial condition and results of operations for the periods covered
by that report. The net loss for the nine months ended September 30, 1998 was
approximately $1,260,000.

Revenues
--------

During the quarter ended September 30, 1998, the Company received $38,896 in
revenue from the sales of cancer diagnostic kits and OEM products as compared to
revenues of $11,400 for the quarter ended 


                                      -10-
<PAGE>   11

September 30, 1997, an increase of $27,496 or approximately 341%. While such
increase is a positive development, the level of sales is not yet significant.

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

Research and development expenses for the quarter ended September 30, 1998
decreased to $140,797, $96,011 less than the $236,808 reported in the same
quarter of the prior year. For the nine months ended September 30, 1998,
research and development expenses were $522,362, or a decrease of $125,989 as
compared to the $648,351 reported for the nine months ended September 30, 1997.
Expense categories reflecting decreases during the third quarter of 1998 include
the research and development expenses associated with the now completed
additional clinical trial data required for the PyloriProbe(TM) application
resubmission to the U. S. Food and Drug Administration and laboratory expense,
the research and development portion of payroll and the reversal of previously
accrued consulting expenses reflecting the Company's attempt to reduce these
costs.

General and administrative expenses for the quarter ended September 30, 1998
were comparable to the prior year, showing an increase of $8,940. However, for
the nine months ended September 30, 1998, general and administrative expenses
declined by $31,028 to $794,505 as compared to the $825,533 reported in the
prior year period, due to general curtailment of administrative and product
development activities.

During the three month period ended September 30, 1998, the Company realized
interest income of $4,531 compared to $27,111 of interest income for the
equivalent period in the prior year due to a reduction in available funds for
investments. Interest income will significantly decline as short term
investments are used in operations.


                                      -11-
<PAGE>   12

                           PART II - OTHER INFORMATION

Item 1  Legal Proceedings.

        None.

Item 2  Changes in Securities and Use of Proceeds.

        See Items 4, 5, and 6a below.

Item 3  Defaults Upon Senior Securities.

        None.

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

        At the Annual Meeting of Stockholders held on September 25, 1998, the
following matters were voted on and approved by the stockholders:

        (i)     Five directors, namely That T. Ngo, Douglas C. MacLellan, Axel
                J. Kutscher, Edward R. Arquilla, M.D. and William M. Thompson,
                M.D. were elected directors, to serve until their successors are
                duly elected and qualify;

        (ii)    The Certificate of Incorporation was amended to provide for a
                one for 20 reverse stock split of the issued and outstanding
                shares of the Company's common stock, .001 par value and the
                authorization of capital stock as set forth in the Certificate
                of Amendment, Exhibit 3.3 hereinbelow, by a vote of 24,984,128
                shares in favor, 3,958,398 shares opposed and 87,413 shares
                abstaining; and

        (iii)   The appointment of Arthur Andersen LLP as the Company's
                independent public accountants for the fiscal year ending
                December 31, 1998 by a vote of 17,965,262 shares in favor,
                10,975,817 shares opposed and 87,060 shares abstaining.

Item 5  Other Information.

        The Certificate of Amendment of the Certificate of Incorporation of the
Company effecting a (reverse) one for 20 stock split was effective on October 2,
1998.


Item 6 Exhibits and Reports on Form 8-K.

        (a)    Exhibits

                3.3   Certificate of Amendment of Certificate of Incorporation
                      dated September 25, 1998 filed October 2, 1998.

               27     Financial Data Schedule


                                      -12-
<PAGE>   13

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


        (b)    Reports on Form 8-K.

               The Company filed a Form 8-K dated July 1, 1998 relating to the
               accrual of 50% of executive compensation effective July 16, 1998
               and other internal belt-tightening measures.

               The Company filed a Form 8-K dated August 3, 1998 regarding
               receipt of FDA approval for marketing of its PyloriProbe(TM).


                                      -13-
<PAGE>   14

                                   SIGNATURES



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


                                             AMDL, INC.

November 16, 1998          
                                             By:    /s/ That T. Ngo
                                                    ----------------------------
                                                    President and 
                                                    Chief Executive Officer

                                             By:    /s/ Gary Dreher
                                                    ----------------------------
                                                    Treasurer



                                      -14-
<PAGE>   15

                                  EXHIBIT INDEX


Exhibit Number                          Description
--------------                          -----------


     3.3            Certificate of Amendment of Certificate of Incorporation 
                    dated September 25, 1998 filed October 2, 1998.

    27              Financial Data Schedule