<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
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<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
===== ======
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<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
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<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
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<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
<PAGE> 1
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMDL, INC.
AMDL, INC., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify that:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware and has been approved by
the Board of Directors of the Corporation at a special meeting held on July 1,
1998 and by a majority of the stockholders of the Corporation at the Annual
Meeting of Stockholders held on September 25, 1998, in accordance with Section
216 of the General Corporation Law of the State of Delaware.
II. The introductory paragraph of Article IV of the Corporation's
Certificate of Incorporation is amended to read in its entirety as follows:
"Article IV
Capitalization
The Corporation shall have authority to issue an
aggregate of 60,000,000 shares, of which 10,000,000 shares
shall be preferred stock, $0.001 par value (hereinafter, the
"Preferred Stock"), and 50,000,000 shares shall be common
stock, par value $0.001 (hereinafter, the "Common Stock").
Each twenty (20) shares of Common Stock, par value $0.001,
outstanding on the effective date of this Amendment shall be
automatically converted into one (1) share of Common Stock
and in lieu of fractional shares, each share so converted
shall be rounded up to the next highest number of full
shares of Common Stock. The powers, preferences, and rights,
and the qualifications, limitations, or restrictions
thereof, of the shares of stock of each class and series
which the Corporation shall be authorized to issue, is as
follows:"
IN WITNESS WHEREOF, the undersigned hereby duly executes this
Certificate of Amendment hereby declaring and certifying under penalty of
perjury that this is the act and deed of the Corporation and the facts herein
stated are true, this 25th day of September, 1998.
AMDL, INC.
By: /s/ That T. Ngo
---------------------
That T. Ngo, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited financial statements of the Company as at and for the nine months
ended September 30, 1998 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 252,504
<SECURITIES> 0
<RECEIVABLES> 5,325
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 257,829
<PP&E> 7,863
<DEPRECIATION> 0
<TOTAL-ASSETS> 265,692
<CURRENT-LIABILITIES> 851,986
<BONDS> 0
0
0
<COMMON> 33,755
<OTHER-SE> (620,049)
<TOTAL-LIABILITY-AND-EQUITY> 265,692
<SALES> 136,427
<TOTAL-REVENUES> 136,427
<CGS> 102,217
<TOTAL-COSTS> 102,217
<OTHER-EXPENSES> 1,316,866
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,282,656)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,282,656)
<DISCONTINUED> 0
<EXTRAORDINARY> 22,769
<CHANGES> 0
<NET-INCOME> (1,259,887)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
