##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 2003

|    |  |                                                                                          | 
|--- |  | ---------------------------------------------------------------------------------------- | 
|[ ] |  | 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
of incorporation or organization) |  | (IRS Employer
Identification No.)

2492 Walnut Avenue, Suite 100, Tustin, California 92780

---

(Address of principal executive offices)


(714) 505-4460

---

(Issuers telephone number)


Not Applicable

---

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


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

Yes   [X] No   [   ]

As of May 13, 2003 the Company had 9,223,322 shares of its $.001 par value
common stock issued and outstanding.





---

TABLE OF CONTENTS



|                               |                                                                                               |                          |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | BALANCE SHEET           
|                               |                                                                                               | STATEMENTS OF OPERATIONS
|                               |                                                                                               | STATEMENTS OF CASH FLOWS
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|SIGNATURES                    
|                               | CERTIFICATIONS                                                                               
|EXHIBIT 99.1                  
|EXHIBIT 99.2                  



---



##### Table of Contents



|                                                                                             |  |      |    | 
|-------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                             |  | PAGE
|                                                                                             |  |     
|PART I  FINANCIAL INFORMATION                                                               |  |      | 2  | 
|Item 1.Financial Statements                                                                  |  |      |    | 
|Balance Sheet at March 31, 2003 (unaudited)                                                  |  |      | 2  | 
|Unaudited Statements of Operations for the three
month periods ended March 31, 2003 and 2002 |  |      | 3  | 
|Unaudited Statements of Cash Flows for the
three month periods ended March 31, 2003 and 2002 |  |      | 4  | 
|Notes to Condensed Financial Statements                                                      |  |      | 5  | 
|Item 2. Managements Discussion and Analysis                                                 |  |      | 11 | 
|PART II OTHER INFORMATION                                                                    |  |      | 15 | 

1



---



##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements

AMDL, INC.




BALANCE SHEET

|                                      |                                           |                                                                                                                         |           |             |             |  | 
|------------------------------------- | ----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | --------- | ----------- | ----------- |  | 
|                                      |                                           |                                                                                                                         |           |             | March 31,  
|                                      |                                           |                                                                                                                         |           |             | 2003       
|                                      |                                           |                                                                                                                         |           |             |            
|                                      |                                           |                                                                                                                         |           |             | (Unaudited)
|ASSETS                               
|Current assets:                       |                                           |                                                                                                                         |           |            
|                                      | Cash and cash equivalents                 |                                                                                                                         | $         | 105,619     |            
|                                      | Accounts receivable                       |                                                                                                                         |           | 38,323      |            
|                                      | Inventories                               |                                                                                                                         |           | 73,744      |            
|                                      | Prepaid expenses and other current assets |                                                                                                                         |           | 11,327      |            
|                                      |                                           |                                                                                                                         |           |            
|Total current assets                  |                                           |                                                                                                                         | 229,013   |            
|Intellectual property, net            |                                           |                                                                                                                         | 1,833,333 |            
|Fixed assets, net                     |                                           |                                                                                                                         | 29,073    |            
|Other assets                          |                                           |                                                                                                                         | 5,757     |            
|                                      |                                           |                                                                                                                         |           |            
|                                      |                                           | $                                                                                                                       | 2,097,176 |            
|                                      |                                           |                                                                                                                         |           |            
|LIABILITIES AND STOCKHOLDERS DEFICIT
|Current liabilities:                  |                                           |                                                                                                                         |           |            
|                                      | Accounts payable and accrued expenses     |                                                                                                                         | $         | 280,388     |            
|                                      | Accrued payroll and related expenses      |                                                                                                                         |           | 86,957      |            
|                                      | Loans payable                             |                                                                                                                         |           | 65,000      |            
|                                      |                                           |                                                                                                                         |           |            
|Total current liabilities             |                                           |                                                                                                                         | 432,345   |            
|Commitments and contingencies         |                                           |                                                                                                                         |           |            
|Stockholders equity:                 |                                           |                                                                                                                         |           |            
|                                      |                                           | Preferred stock, $0.001 par value; 10,000,000 shares
authorized; no shares issued and outstanding                       |           |             |            | 
|                                      |                                           | Common stock, $0.001 par value; 50,000,000 shares
authorized; 9,223,322 shares issued and outstanding at March 31, 2003 |           |             | 9,223       | 
|                                      | Additional paid in capital                |                                                                                                                         |           | 22,884,635  |            
|                                      | Accumulated deficit                       |                                                                                                                         |           | (21,229,027 | )          
|                                      |                                           |                                                                                                                         |           |            
|Total stockholders equity            |                                           |                                                                                                                         | 1,664,831 |            
|                                      |                                           |                                                                                                                         |           |            
|                                      |                                           | $                                                                                                                       | 2,097,176 |            
|                                      |                                           |                                                                                                                         |           |            

See accompanying notes to financial statements.

2



---



##### Table of Contents






AMDL, INC.

STATEMENTS OF OPERATIONS
(Unaudited)

|                                    |                            |          |           |                    |          |      |            |           |            |  
|----------------------------------- | -------------------------- | -------- | --------- | ------------------ | -------- | ---- | ---------- | --------- | ---------- | -
|                                    |                            |          |           | Three Months Ended
|                                    |                            |          |           | March 31,         
|                                    |                            |          |           |                   
|                                    |                            |          |           | 2003               |          | 2002
|                                    |                            |          |           |                    |          |     
|Revenues                            |                            |          |           |                    |          |      |            |          
|Product sales                       |                            | $        | 66,036    |                    |          | $    | 30,745     |          
|Cost of sales                       |                            |          | 27,148    |                    |          |      | 15,294     |          
|                                    |                            |          |           |                    |          |      |            |          
|Gross profit                        |                            |          | 38,888    |                    |          |      | 15,451     |          
|Operating expenses                  |                            |          |           |                    |          |      |            |          
|Research and development            |                            |          | 108,506   |                    |          |      | 149,397    |          
|                                    | General and administrative |          |           | 501,889            |          |      |            | 1,253,788 |           
|                                    |                            |          |           |                    |          |      |            |          
|                                    |                            |          | 610,395   |                    |          |      | 1,403,185  |          
|                                    |                            |          |           |                    |          |      |            |          
|Loss from operations                |                            |          | (571,507  | )                  |          |      | (1,387,734 | )        
|Other income                        |                            |          |           |                    |          |      |            |          
|Interest income                     |                            |          | 474       |                    |          |      | 10,472     |          
|                                    |                            |          |           |                    |          |      |            |          
|                                    |                            | Net loss |           | $                  | (571,033 | )    |            | $         | (1,377,262 | )
|                                    |                            |          |           |                    |          |      |            |          
|Basic and diluted loss
per share    |                            | $        | (0.06     | )                  |          | $    | (0.17      | )        
|                                    |                            |          |           |                    |          |      |            |          
|Weighted average shares
outstanding |                            |          | 9,159,433 |                    |          |      | 8,141,471  |          
|                                    |                            |          |           |                    |          |      |            |          

See accompanying notes to financial statements.

3



---



##### Table of Contents






AMDL, INC.

STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |         |         |         |   | 
|--------------------------------------------------- | -------------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------------- | ------ | ------ | ------------------ | ---------- | ------- | ------- | ------- | - | 
|                                                    |                                                                            |                                                       |                                           |        |        | Three Months Ended
|                                                    |                                                                            |                                                       |                                           |        |        | March 31,         
|                                                    |                                                                            |                                                       |                                           |        |        |                   
|                                                    |                                                                            |                                                       |                                           |        |        | 2003               |            | 2002   
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Cash flows from operating activities                |                                                                            |                                                       |                                           |        |        |                    |            |        
|Net loss                                            |                                                                            | $                                                     | (571,033                                  | )      |        | $                  | (1,377,262 | )      
|                                                    | Adjustments to reconcile net loss to net cash used in operating activities |                                                       |                                           |        |        |                    |            |         |        
|                                                    | Depreciation and amortization                                              |                                                       |                                           | 27,497 |        |                    |            | 26,603  |        
|                                                    |                                                                            | Fair market value of common stock issued for services |                                           |        | 27,766 |                    |            |         | 270,297 |        
|                                                    |                                                                            | Changes in operating assets and liabilities           |                                           |        |        |                    |            |         |         |        
|                                                    |                                                                            |                                                       | Accounts receivable                       |        |        | 50,067             |            |         |         | (84     | )
|                                                    |                                                                            |                                                       | Inventories                               |        |        | 9,230              |            |         |         | (2,909  | )
|                                                    |                                                                            |                                                       | Prepaid expenses and other current assets |        |        | 8,200              |            |         |         | (9,800  | )
|                                                    |                                                                            |                                                       | Accounts payable and accrued expenses     |        |        | 135,701            |            |         |         | (497    | )
|                                                    |                                                                            |                                                       | Accrued payroll and related expenses      |        |        | 409                |            |         |         | (34,127 | )
|                                                    |                                                                            |                                                       | Customer deposits                         |        |        | (12,350            | )          |         |         |        |  
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Net cash used in operating activities               |                                                                            |                                                       | (324,513                                  | )      |        |                    | (1,127,779 | )      
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Cash flows from investing activities                |                                                                            |                                                       |                                           |        |        |                    |            |        
|                                                    | Purchases of equipment                                                     |                                                       |                                           |       |        |                    |            | (25,664 | )      
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Cash flows from financing activities                |                                                                            |                                                       |                                           |        |        |                    |            |        
|                                                    | Proceeds from issuance of common stock,
net of offering costs of $2,620    |                                                       |                                           | 17,380 |        |                    |            |        |        
|                                                    | Proceeds from loans                                                        |                                                       |                                           | 65,000 |        |                    |            |         |        
|                                                    | Offering costs paid in advance for monies raised                           |                                                       |                                           |       |        |                    |            | (65,409 | )      
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Net cash provided by (used in) financing activities |                                                                            |                                                       | 82,380                                    |        |        |                    | (65,409    | )      
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Net change in cash                                  |                                                                            |                                                       | (242,133                                  | )      |        |                    | (1,218,852 | )      
|Cash at beginning of period                         |                                                                            |                                                       | 347,752                                   |        |        |                    | 2,929,833  |        
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Cash at end of period                               |                                                                            | $                                                     | 105,619                                   |        |        | $                  | 1,710,981  |        
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|Supplemental disclosure of cash flow information    |                                                                            |                                                       |                                           |        |        |                    |            |        
|                                                    |                                                                            | Cash paid during the period for                       |                                           |        |        |                    |            |        
|                                                    |                                                                            |                                                       | Interest                                  |        | $      |                   |            |         | $       |        |  
|                                                    |                                                                            |                                                       | Income taxes                              |        | $      |                   |            |         | $       |        |  
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        
|                                                    |                                                                            |                                                       |                                           |        | $      |                   |            |         | $       |        |  
|                                                    |                                                                            |                                                       |                                           |        |        |                    |            |        

See accompanying notes to financial statements.

4



---



##### Table of Contents



AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended March 31, 2003 and 2002

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 months ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003. 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, 2002 included in the Companys Annual Report on Form 10-KSB.

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 colorectal 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.

Going Concern

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. The Company has an accumulated deficit of $21,229,027 as of March
31, 2003, continues to generate low levels of sales from its DR-70® product,
and has incurred significant continuing losses from operations through March
31, 2003. In addition, the Company no longer meets the standards for a
continued listing on AMEX, and AMEX may take action to delist the Companys
stock. These items, among other matters, raise substantial doubt about the
Companys ability to continue as a going concern.

The Companys near and long-term operating strategies focus on exploiting the
technologies currently owned by the Company. In response to the current
financial conditions of the Company and as a part of its ongoing corporate
strategy, the Company is pursuing several equity financing arrangements
intended to increase liquidity and better position the Company for future
growth.

Several ongoing initiatives, which the Company hopes to accomplish, are as
follows:



| |  |  | The Company has begun the process of obtaining FDA approval of its
DR-70® product, which if successful, will allow the Company to sell
this product in the United States. The Company believes that FDA
approval would increase sales of the DR-70® product worldwide.      
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Company is making efforts to license its combination immunogene
therapy technology by entering into a strategic relationship with a
larger company. The Company hopes that this relationship will provide
cash up-front to help improve the current financial condition.
|
| |  |  | The Company is conducting a private placement offering. See Note
4.                                                                                                                                                                                                         

5



---



##### Table of Contents



AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended March 31, 2003 and 2002

The successful outcome of these future activities cannot be determined at this
time. During the period January 1 through March 31, 2003, the Company received
net proceeds of $17,400 from the sale of common stock in a previous offering.
For the period from April 1, 2003 through May 13, 2003, the Company received
additional net proceeds of $230,550 from the sale of units in its current
offering. The Company also converted loans payable of $65,000 as of March 31,
2003 into units and paid cash commissions of $8,450 in respect of this amount.
There can be no assurances that any further financing will be obtained, or if
obtained, that the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.

Accordingly, the Company believes that its cash position of $105,619 at March
31, 2003 together with the additional funds raised through May 13, 2003 is
sufficient to fund its operations and working capital requirements only through
June 15, 2003.

The financial statements do not include any adjustments related to
recoverability and classification of assets or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.

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.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation issued to employees using the
intrinsic value based method as prescribed by APB Opinion No. 25 Accounting
for Stock Issued to Employees (APB 25). Under the intrinsic value based
method, compensation is the excess, if any, of the fair value of the stock at
the grant date or other measurement date over the amount an employee must pay
to acquire the stock. Compensation, if any, is recognized over the applicable
service period, which is usually the vesting period.

In October 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123). This standard, if fully adopted,
changes the method of accounting for employee stock-based compensation plans to
the fair value based method. For stock options and warrants, fair value is
determined using an option pricing model that takes into account the stock
price at the grant date, the exercise price, the expected life of the option or
warrant and the annual rate of quarterly dividends. Compensation expense, if
any, is recognized over the applicable service period, which is usually the
vesting period.

In March 2000, the FASB issued FASB Interpretation No. 44 (FIN 44),
Accounting for Certain Transactions Involving Stock Compensation, an
interpretation of APB Opinion 25. FIN 44 clarifies the application of APB 25
for (a) the definition of employee for purposes of applying APB 25, (b) the
criteria for determining whether a plan qualifies as a non-compensatory plan,
(c) the accounting consequence for various modifications to the terms of a
previously fixed stock option or award, and (d) the accounting for an exchange
of stock compensation awards in a business combination. FIN 44 is effective
July 1, 2000, but certain provisions cover specific events that occur after
either December 15, 1998, or January 12, 2000. The adoption of FIN 44 did not
have a material effect on the financial
6Table of ContentsAMDL, INC.NOTES TO FINANCIAL STATEMENTS
(Unaudited)For the Periods Ended March 31, 2003 and 2002statements.The adoption of the accounting methodology of SFAS 123 is optional and the
Company has elected to continue accounting for stock-based compensation issued
to employees using APB 25, as amended by FIN 44; however, pro forma
disclosures, as if the Company adopted the cost recognition requirements under
SFAS 123, are required to be presented (see below). For stock-based
compensation issued to non-employees, the Company values these grants at fair
value as defined in SFAS 123, FIN 44 and EITF 96-18, Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services.At March 31, 2003 the Company had two stock-based employee compensation plans,
which are described more fully in Note 5. The Company accounts for those plans
under the recognition and measurement principles of APB 25, and related
interpretations. No stock based employee compensation cost is reflected in the
statement of operations, as all options granted under those plans had exercise
prices equal to the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS 123, to stock-based employee compensation.

|                                                                                                                         |  |                                      |          |      |  |   |            |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------ | -------- | ---- |  | - | ---------- | -
|                                                                                                                         |  | For the Three Months Ended March 31,
|                                                                                                                         |  |                                     
|                                                                                                                         |  | 2003                                 |          | 2002
|                                                                                                                         |  |                                      |          |     
|Net loss as reported                                                                                                     |  | $                                    | (571,033 | )    |  | $ | (1,377,262 | )
|Deduct: Total stock-based employee
compensation under fair value based method
for all awards, net of related tax effects |  |                                      |         |      |  |   | (383,910   | )
|Pro forma net loss                                                                                                       |  | $                                    | (571,033 | )    |  | $ | (1,761,172 | )
|Basic and diluted loss per share  as reported                                                                           |  | $                                    | (0.06    | )    |  | $ | (0.17      | )
|Basic and diluted loss per share  pro forma                                                                             |  | $                                    | (0.06    | )    |  | $ | (0.22      | )

Risks and Uncertainties

The Companys proprietary DR-70® 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.

7



---



##### Table of Contents



AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended March 31, 2003 and 2002

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 one OEM product are not sufficient to finance current operations and the
costs 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 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.

Revenue Recognition

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 March 31, 2003, approximately 19.2% of our total
sales were to customers in foreign countries. Customers in Taiwan accounted
for approximately 18.7% of total sales and 97.4% of foreign sales. During the
three months ended March 31, 2002, approximately 44.2% of our sales were to
customers in foreign countries. Customers in Taiwan accounted for
approximately 40.1% of total sales and 90.9% of foreign sales. All
sales to customers in Taiwan during the current year and prior year
periods are considered sales to related parties. 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  LOANS PAYABLE

Loans payable at March 31, 2003 consist of loans received from two persons,
totaling $65,000. The advances were made in anticipation of finalizing the
terms of the Companys private placement. The individuals subsequently
converted their loans to units in April 2003. See Notes 4 and 7.

NOTE 4  STOCK ISSUANCES

Cash Financing Activities

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. The Company also authorized a companion offering in the United
States under Regulation D (Regulation D Offering) under the same terms and
conditions as the Regulation S Offering. On February 24, 2003, 50,000 shares
were sold in the Regulation D Offering at a price of $0.40 per share,
generating net proceeds of $17,400, net of issuance costs of $2,600. PCNA,
S.A., a Swiss corporation, acted as our placement agent in connection with
this

8



---



##### Table of Contents



AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended March 31, 2003 and 2002

offering. In addition to the cash compensation, the placement agent received
common stock purchase warrants for 5,000 shares during the three months ended
March 31, 2003.

On March 21, 2003, the board of directors authorized the sale of units
consisting of securities and warrants to purchase common stock, at or above
the market price of the common stock to accredited and non-U.S. investors only
in a private placement. The Company is seeking to raise $1 million in gross
proceeds from this offering plus an additional amount of up to $1 million from
the exercise of the warrants. Under the terms of the offering, investors
receive one unit for each $1,000 invested. Each unit consists of a 5%
convertible promissory note, in the principal amount of $1,000, convertible
into 2,598 shares of the Companys common stock plus a warrant to purchase
2,598 shares of the Companys common stock at the price of $0.385 each,
expiring on December 31, 2005. The notes are automatically convertible into
common shares upon the approval of the listing of the shares issuable on
conversion of the notes by the American Stock Exchange. Should such approval
not be granted, the notes are due on June 30, 2003. The Company estimates
that approximately one-third of the total unit price should be attributed to
the warrant, and accordingly, intends to record this amount as a debt
discount. The Company intends to amortize the debt discount over the period
beginning on the subscription date and ending on the due date, as interest
expense. The Company has committed to file a registration statement with the
Securities and Exchange Commission on Form S-3 covering the secondary offering
of the shares of the Companys common stock issued upon conversion of the
notes and issuable upon exercise of the warrants. If the Form S-3
registration statement is not declared effective on or prior to July 1, 2003,
the Company will be required to issue up to 20% additional warrants to each
investor. In connection with its fundraising efforts, the Company is
utilizing the services of two placement agents, PCNA, S.A., a Swiss
corporation and Gestibroker Consulting and Financial Management S.A., a Swiss
corporation and pays a total cash compensation of 13% of funds raised plus
will issue warrants to purchase common shares equal to ten percent (10%) of
the aggregate number of shares of common stock issued or issuable on
conversion of the promissory note. In addition, the Company has entered into
an investment advisory agreement with First London Finance, Ltd, a British
Virgin Islands company. Under the terms of the investment advisory agreement,
the Company may issue up to 500,000 shares of common stock, based on various
levels of success of the offering. See also Notes 3 and 7.

Non-Cash Financing Activities

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. 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. Of these shares, 66,666 shares, valued
at $30,600 based upon the trading price of the common stock on the dates
earned, were charged to consulting expense in 2002 as if issued on December
31, 2002. The remaining 33,333 shares were valued at $16,433, based upon the
trading price of the common stock on January 31, 2003, and charged to
consulting expense. An additional 33,333 shares were issued to the same
consultant for services performed in February 2003, valued at $11,333, based
upon the trading price of the common stock on February 28, 2003, and charged
to consulting expense.

NOTE 5  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. No options were
granted during the three months ended March 31, 2003 and 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
9Table of Contents

AMDL, INC.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

For the Periods Ended March 31, 2003 and 2002

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. No options were granted during the
three months ended March 31, 2003 and 245,000 options remain available for
grant under the 2002 Plan as of March 31, 2003.

NOTE 6  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 seeks 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 7  SUBSEQUENT EVENTS

In April 2003, the two persons who had loaned an aggregate of $65,000 to the
Company purchased 65 units in the offering by canceling their prior loans.
See Notes 3 and 4. Through May 13, 2003, the Company has received
subscriptions for an additional 265 units generating total net proceeds of
$287,100, net of issuance costs of $42,900 from the unit offering.

10



---



##### 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 $2,434,303 at December 31, 2002 to $2,097,176 at
March 31, 2003. The decrease is a result of cash used for research and
development and losses incurred in operations.

Our total outstanding current liabilities increased to $432,345 at March 31,
2003 as compared to $243,585 at December 31, 2002. The increase resulted from
the lack of cash to pay ongoing operating payables and the borrowing of
$65,000.

From December 31, 2002 to March 31, 2003, our cash and cash equivalents
decreased by $242,133 as a result of (i) expenditures for research and
development, including $70,803 for research studies, (ii) operations, including
consulting fees of $60,642 and (iii) legal fees of $65,812. As of May 1, 2003,
cash is being depleted at the rate of approximately $160,000 per month,
assuming no decrease in current accounts payable and 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 $300,000.
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.

As of May 13, 2003, our cash on hand was approximately $201,000. Without a
significant change in sales, our only source of additional funds to meet future
operating expenses and the costs of the FDA approval process is the sale of the
Companys securities. The amount of cash on hand is only sufficient to meet
our operating expenses through June 15, 2003. In addition, at May 13, 2003, we
had negative working capital of approximately $432,000. In addition, current
liabilities have increased from approximately $432,000 at March 31, 2003 to
approximately $768,000 at May 13, 2003, including convertible notes payable to
investors of $330,000 resulting from subscriptions in the unit offering
described below.

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
distributors in Taiwan and Hong Kong, Australia and Korea. 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 is 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 the US under Regulation D and concurrently in Europe under
Regulation S, and is seeking to raise $1,000,000 through the offer and sale of
up to 1,000 units at a price of $1,000 each. Each unit consists of a 5%
convertible promissory note, in the principal amount of $1,000, convertible
into 2,598 shares of the Companys common stock plus a warrant to purchase
2,598 shares of the Companys common stock at an exercise price of $0.385 each,
expiring on December 31, 2005. Through May 13, 2003, 330 units have been sold
to nine investors in the combined Regulation D / Regulation S Offerings,
generating net proceeds of $287,100. There is no assurance that the Company
will be successful raising additional funds in the Regulation S Offering or
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.

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 Group, Inc. or poor results in ongoing German trials could

11



---



##### Table of Contents



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.

As reported in our financial statements and in the report of our auditors for
the year ended December 31, 2002, there is substantial doubt as to our ability
to continue as a going concern. The financial statements do not include any
adjustments related to recoverability and classification of assets and
liabilities that might result should we be unable to continue as a going
concern.

Critical Accounting Policies

The Companys Unaudited 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 March 31, 2003 Compared to Three Months Ended March 31,
2002

Net Revenue. During the three months ended March 31, 2003, the Company
generated $66,036 from product sales compared to revenues from product sales
for the three months ended March 31, 2002 of $30,745, an increase of $35,291 or
114.8%. The increase is due to increased orders for Ketone strips, our
principal OEM product. Revenues from sales of OEM products for the three
months ended March 31, 2003 were $52,589 compared to $15,433 for the prior year
period, an increase of $37,156 or 240.8%. All sales of OEM products were to
domestic customers in both the current year and prior year periods. Revenues
from sales of DR-70® for the three months ended March 31, 2003 were $13,447
compared to $15,312 for the three months ended March 31, 2002, a decrease of
$1,865 or 12.2%. Of the DR-70® revenues in the three months ended March 31,
2003, $766 was from domestic customers and $12,681 was from foreign customers.
Of the DR-70® revenues in the three months ended March 31, 2002, $1,721 was
from domestic customers and $13,591 was from foreign customers.

The continued low level of DR-70® sales is disappointing to management of the
Company. Our current 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. 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.

Gross Profit. Gross profit on product sales increased by $23,437 or 151.7% to
$38,888 for the three months ended March 31, 2003, compared to $15,451 for the
period ended March 31, 2002. The increase in gross profit was due to an
increase in OEM product sales of $37,156. The Companys gross profit on total
product sales was 58.9% for the three months ended March 31, 2003 as compared
to 50.5% for the prior year period. The increase is due to improved margins on
our OEM products.

Assuming the product sales mix remains the same, management anticipates future
gross profit margins to remain at the levels of the three months ended March
31, 2003. The statement concerning future gross profit margins is a
forward-looking statement that involves certain risks and uncertainties which
could result in a fluctuation of gross margins below those achieved for the
three months ended March 31, 2003. Although the Company believes it provides
high-quality products, pricing and gross profit could be negatively impacted by
potential competing products and overall market acceptance of the Companys
products.

Research and Development.Research and development expenses for the three
months ended March 31, 2003 were $108,506 as compared to $149,397 for the three
months ended March 31, 2002. The decrease of $40,891 was

12



---



##### Table of Contents



primarily a result of a reduction in the services provided by our principal
research consultant in the amount of $ 33,625 due to the general attempt to
reduce cash outlays and reduced needs.

General and Administrative Expenses. General and administrative expenses for
the three months ended March 31, 2003, decreased by $751,899 from $1,253,788
for the three months ended March 31, 2002 to $501,889 for the three months
ended March 31, 2003, primarily as a result of a decrease in consulting
expenses of $659,392, including a decrease in non-cash amounts of $299,906; a
decrease in legal costs of $81,772; and a decrease in payroll, taxes and
benefits of $24,905. The significant components of general and administrative
expenses for the three months ended March 31, 2003 primarily consist of
payroll, taxes and benefits; consulting expenses; and professional fees,
including legal, audit and patent expenses.

Net Loss and Loss from Operations.As a result of the above, in the three
months ended March 31, 2003, the Companys net loss was $571,033 or $(0.06) per
share compared to a net loss of $1,377,262 or $(0.17) per share for the same
period in the prior year.

Assets and Liabilities

At March 31, 2003, the Company had total assets of $2,097,176 compared to total
assets of $2,434,303 at December 31, 2002. Cash was $105,619 as of March 31,
2003, a decrease of $242,133 (69.6%) from the $347,752 cash on hand as of
December 31, 2002. Cash used in operations was $324,513 and cash provided by
financing activities from the sale of common stock and loan proceeds was
$82,380, net of expenses of $2,620. As of May 13, 2003, our cash has increased
to approximately $201,000.

Accounts receivable was $38,323 at March 31, 2003, a decrease of $50,067
(56.6%) from the $88,390 at December 31, 2002 due principally to a single large
order for OEM products in 2002 which was shipped just prior to year end and
collected during the three months ended March 31, 2003. Inventories decreased
$9,230 (11.1%), to $73,744, from the $82,974 at December 31, 2002. The
decrease in inventories is attributable to use of materials for clinical
trials.

Net fixed assets totaled $29,073 at March 31, 2003 compared to $31,570 at
December 31, 2002, a decrease of $2,497 (7.9%). The decrease is fully
attributable to depreciation and amortization for the three months ended March
31, 2003.

Total liabilities at March 31, 2003 were $ 432,345, an increase of $188,760
from the $243,585 at December 31, 2002. Accounts payable and accrued
liabilities were $280,388 at March 31, 2003, an increase of $135,700 (93.8%)
from the $144,688 at December 31, 2002. The increase is primarily due to (i)
increased trade payables and accruals attributable to the Companys continued
level of expenses and continued losses, and (ii) borrowings of
$65,000, without significant sales or equity
infusions. Accrued payroll totaled $86,957 at March 31, 2003, an increase of
$409 compared to $86,548 at December 31, 2002.

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.

13



---



##### Table of Contents






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.

14



---



##### Table of Contents






PART II  OTHER INFORMATION

Item 1. Legal Proceedings

Inapplicable.

Item 2. Changes in Securities and Use of Proceeds

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 further financial consulting services to be rendered thereafter
on a month to month basis. 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. The 66,666 shares for services
rendered in 2002 were valued at $30,600, and the 33,333 for services rendered
in 2003 were valued at $16,433 based upon the trading price of the common stock
on the dates earned, and these amounts were charged to consulting expense.
This consulting arrangement was extended for one additional month and 33,333
shares were issued for services rendered in February 2003 and valued at $11,333
based upon the trading price of the common stock on the date earned, and this
amount was 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.

Also 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. The Company also authorized a companion offering in
the United States under Regulation D (Regulation D Offering) under the same
terms and conditions as the Regulation S Offering. On February 24, 2003,
50,000 shares were sold in the Regulation D Offering at a price of $0.40 per
share, generating net proceeds of $17,400, net of issuance costs of $2,600.
PCNA, S.A., a Swiss corporation, acted as our placement agent in connection
with this offering. In addition to the cash compensation, the placement agent
received common stock purchase warrants for 5,000 shares during the three
months ended March 31, 2003.

On March 21, 2003, the board of directors authorized the sale of units
consisting of securities and warrants to purchase common stock, at or above the
market price of the common stock to accredited and non-U.S. investors only in a
private placement. The Company is seeking to raise $1 million in gross
proceeds from this offering plus an additional amount of up to $1 million from
the exercise of the warrants. Under the terms of the offering, investors
receive one unit for each $1,000 invested. Each unit consists of a 5%
convertible promissory note, in the principal amount of $1,000, convertible
into 2,598 shares of the Companys common stock plus a warrant to purchase
2,598 shares of the Companys common stock at the price of $0.385 each,
expiring on December 31, 2005. The notes are automatically convertible into
common shares upon the approval of the listing of the shares issuable on
conversion of the notes by the American Stock Exchange. Should such approval
not be granted, the notes are due on June 30, 2003. The Company estimates that
approximately one-third of the total unit price should be attributed to the
warrant, and accordingly, intends to record this amount as a debt discount.
The Company intends to amortize the debt discount from the period beginning on
the subscription date and ending on the due date as interest expense. The
Company has committed to file a registration statement with the Securities and
Exchange Commission on Form S-3 covering the secondary offering of the shares
of the Companys commons stock issued upon conversion of the notes and issuable
upon exercise of the warrants. If the Form S-3 registration statement is not
declared effective on or prior to July 1, 2003, the Company will be required to
issue up to 20% additional warrants to each investor. In connection with its
fundraising efforts, the Company is utilizing the services of two placement
agents, PCNA, S.A., a Swiss corporation and Gestibroker Consulting and
Financial Management S.A., a Swiss corporation and pays a total cash
compensation of 13% of funds raised. In addition, the Company has entered into
an investment advisory agreement with First London Finance, Ltd, a British
Virgin Islands company. Under the terms of the investment advisory agreement,
the Company may issue up to 500,000 shares of common stock, based on various
levels of success of the offering.

Item 3. Defaults Upon Senior Securities

Inapplicable.

15



---



##### Table of Contents



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

Inapplicable.

Item 5. Other Information

Inapplicable.

Item 6. Exhibits and Reports on Form 8-K

|   |  |                     |  |                                                                          
|-- |  | ------------------- |  | -------------------------------------------------------------------------
|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: May 13, 2003 |  | By:        |  | /s/ Gary L. Dreher                       
|                    |  |            |  |                                          
|                    |  |            |  | GARY L. DREHER, President                
|                    |  |            |  |                                          
|Dated: May 13, 2003 |  | By:        |  | /s/ Arthur S. Rosten                     
|                    |  |            |  |                                          
|                    |  |            |  | ARTHUR S. ROSTEN, Chief Financial Officer

16



---



##### Table of Contents






CERTIFICATIONS

I, Gary L. Dreher, certify that:

1. I have reviewed this quarterly report on Form 10-QSB 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: May 13, 2003

/s/ Gary L. DreherGary L. Dreher
Chief Executive Officer

17



---



##### Table of Contents



CERTIFICATIONS

I, Arthur S. Rosten, certify that:

1. I have reviewed this quarterly report on Form 10-QSB 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: May 13, 2003

/s/ Arthur S. RostenArthur S. Rosten
Chief Financial Officer

18



---



##### Table of Contents



EXHIBIT INDEX

|         |  |                                                                     
|-------- |  | --------------------------------------------------------------------
|Exhibits |  | Description                                                         
|         |  |                                                                     
|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

19