-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A0k5QCDaU5vstehwA7y7/bt5zi7IBbfhEigzQf9jTpzbnst5+6n5dR8MHC5hplE/ GdB70QLkX/PJ52Fwy/kYiQ== 0000950137-08-000737.txt : 20080122 0000950137-08-000737.hdr.sgml : 20080121 20080122083217 ACCESSION NUMBER: 0000950137-08-000737 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 GROUP MEMBERS: FANG ZHENG GROUP MEMBERS: MINGHUI JIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMDL INC CENTRAL INDEX KEY: 0000838879 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330413161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60019 FILM NUMBER: 08540264 BUSINESS ADDRESS: STREET 1: 2492 WALNUT AVENUE STREET 2: STE 100 CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 7145054460 MAIL ADDRESS: STREET 1: 2492 WALNUT AVENUE STREET 2: STE 100 CITY: TUSTIN STATE: CA ZIP: 92780 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA VENTURES INC DATE OF NAME CHANGE: 19890905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jade Capital Group LTD CENTRAL INDEX KEY: 0001377949 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ROOM 1502, 15 F WING ON HOUSE STREET 2: 71 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 0000000 BUSINESS PHONE: 714-505-4460 MAIL ADDRESS: STREET 1: ROOM 1502, 15 F WING ON HOUSE STREET 2: 71 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 0000000 SC 13D 1 a37220sc13d.htm SCHEDULE 13D AMDL, Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMDL, INC.
(Name of Issuer)
COMMON STOCK, $0.001 par value per share
(Title of Class of Securities)
00167K 50 0
(CUSIP Number)
Frank Zheng, President
Jade Capital Group Limited
Room 1502, 15/F Wing on House
71 Des Voeux Road
Central Hong Kong
00852-252-19012
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 18, 2008
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

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CUSIP No.
  
00167K 50 0 
  

 

           
1   NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jade Capital Group Limited (No IRS EIN)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  SC
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   1,058,750
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,058,750
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,058,750
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.9%
     
14   TYPE OF REPORTING PERSON
   
  Jade Capital Group Limited    CO

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CUSIP No.
  
00167K 50 0 
  

 

           
1   NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Fang Zheng
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  SC
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Chinese
       
  7   SOLE VOTING POWER
     
NUMBER OF   820,000*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,058,750
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   820,000*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,058,750
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,878,750**
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  12.1%
     
14   TYPE OF REPORTING PERSON
   
  Frank Zheng    IN
* includes options to purchase 220,000 shares
** includes 1,058,750 shares held in the name of Jade Capital Group Limited, 100,000 shares of which are held in an escrow pending compliance with certain conditions subsequent to their issuance

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CUSIP No.
  
00167K 50 0 
  

 

           
1   NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Minghui Jia
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  SC
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Chinese
       
  7   SOLE VOTING POWER
     
NUMBER OF   820,000*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,058,750
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   820,000*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,058,750
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,878,750**
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  12.1%
     
14   TYPE OF REPORTING PERSON
   
  Minghui Jia    IN
* includes options to purchase 220,000 shares
** includes 1,058,750 shares held in the name of Jade Capital Group Limited, 100,000 shares of which are held in an escrow pending compliance with certain conditions subsequent to issuance,

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Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Materials to be Filed as Exhibits
SIGNATURE
SIGNATURE
SIGNATURE

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INTRODUCTORY NOTE
Item 1. Security and Issuer
     $0.001 par value common stock of AMDL, Inc., 2492 Walnut Avenue, Suite 100, Tustin, California 92780.
Item 2. Identity and Background.
     (a) – (c) The name, address and occupation of each of the persons (each, a “Reporting Person”) filing this statement are:
     Jade Capital Group Limited, Room 1502, 15/F Wing on House, 71 Des Voeux Road, Central Hong Kong
     Fang Zheng, Room 1502, 15/F Wing on House, 71 Des Voeux Road, Central Hong Kong
     Minghui Jia, Room 1502, 15/F Wing on House, 71 Des Voeux Road, Central Hong Kong
     Jade Capital Group Limited is a British Virgin Islands corporation. Fang Zheng and Minghui Jia are individuals and are the principal officers, directors and shareholders of Jade Capital Group Limited.
     (d) During the last five years, each of the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     (e) During the last five years, each of the Reporting Persons has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
     (f) Fang Zheng and Minghui Jia are Chinese citizens and Jade Capital Group Limited was incorporated under the laws of the British Virgin Islands.
     Item 3. Source and Amount of Funds or Other Consideration.
     Jade Capital Group Limited sold its wholly-owned subsidiary, Jade Pharmaceutical Inc., to AMDL, Inc. on September 28, 2006. The amounts stated in this Schedule 13D represent the remaining shares and options held by the Reporting Persons that were issued as consideration in that transaction.
     Item 4. Purpose of Transaction.
     See Item 3 above. In addition, as a condition to the closing of the sale of Jade Pharmaceutical Inc. to AMDL, Inc., Minghui Jia was appointed as a director of AMDL, Inc. He was re-elected as a director on September 7, 2007 and currently is a director of AMDL, Inc.
     Item 5. Interest in Securities of the Issuer.
     As a result of the transactions described in Item 3 above, shares of AMDL, Inc. common stock and options to purchase shares of AMDL, Inc. common stock were issued to the following persons:
         
Jade Capital Group Limited
   1,058,750 shares
Fang Zheng
   600,000 shares
Minghuia Jia
   600,000 shares
Fang Zheng
   Options to purchase 220,000 shares
Minghui Jia
   Options to purchase 220,000 shares

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     As Messrs. Zheng and Jia are the officers and directors of Jade Capital Group Limited, they are each deemed to have voting and dispositve power over the 1,058,750 shares issued in the name of Jade Capital Group Limited.
     Mr. Fang Zheng disclaims voting or dispositive power over the shares and options issued in the name of Mr. Jia and Mr. Jia disclaims voting or dispositive power over the shares issued in the name of Mr. Zheng.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     Jade Capital Group Limited and Messrs. Zheng and Jia have indicated they intend to vote all securities in their individual names for directors or other proposals in the same manner, but no formal written or oral agreement exists pertaining thereto.
Item 7. Materials to be Filed as Exhibits.
     None.

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SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  REPORTING PERSON:
 		  
Date: January 18, 2008  By:   /s/ Fang Zheng    
    Fang Zheng, President of Jade Capital Group Limited 
       
 
     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  REPORTING PERSON:
 		  
Date: January 18, 2008  By:   /s/ Fang Zheng    
    Fang Zheng, Individually   
       
 
     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  REPORTING PERSON:
 		  
Date: January 18, 2008  By:   /s/ Minghui Jia    
    Minghui Jia, Individually   
       
 
     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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