EX-99.3

On May 12, 2006, AMDL, Jade and Jade’s shareholders entered into the stock purchase agreement, pursuant to which AMDL acquired 100% of the outstanding capital stock of JPI and its two PRC-based wholly owned pharmaceutical manufacturing subsidiaries. On closing of the stock purchase agreement, AMDL issued 13,715,000 pre-reverse split (2,743,000 post-reverse split) shares of its common stock and options to purchase an additional 2,500,000 pre-reverse split (500,000 post-reverse split) shares of its common stock in exchange for all of the outstanding shares of JPI. The acquisition will be accounted for as a purchase.

The following Unaudited Pro Forma Condensed Combined Balance Sheet of AMDL as of June 30, 2006 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2005 and for the six months ended June 30, 2006, give effect to the acquisition of JPI as if the transaction occurred, for balance sheet purposes, on June 30, 2006, and for statement of operations purposes, on January 1, 2005 and January 1, 2006, respectively. The following unaudited pro forma condensed combined financial statements are not necessarily indicative of the results that would have been reported had such transactions actually occurred on the dates specified, nor are they indicative of future results of operations or financial condition.

The unaudited pro forma condensed combined financial statements have been prepared on currently available information and assumptions deemed appropriate by management of AMDL. The pro forma condensed combined financial statements are based on and should be read in conjunction with, and are qualified in their entirety by, the historical financial statements and notes thereto of AMDL and in the reports and other documents filed by AMDL with the SEC.


											Pro Forma
	AMDL			JPI		Pro Forma					Combined
ASSETS	6/30/06			6/30/06		Adjustments					6/30/06
Current assets:
Cash and cash equivalents	$	1,863,492		$	258,746	$	—				$	2,122,238
Accounts receivable, net		—			1,545,654		—					1,545,654
Due from director		—			480,020		—					480,020
Inventories		78,167			437,121		—					515,288
Prepaid consulting		377,032			—		—					377,032
Other prepaid expenses and current assets		352,667			401,715		-					754,382

Total current assets		2,671,358			3,123,256		—					5,794,614
Intellectual property, net		1,508,333			—		—					1,508,333
Non-compete agreement		—			—		283,900			c		283,900
Other assets		5,757			—		—					5,757
Product licenses		—			—		180,665			c		180,665
Land use rights, net		—			1,200,769		2,116,354			c		3,317,123
Property and equipment, net		15,789			9,296,461		-					9,312,250

Total Assets	$	4,201,237		$	13,620,486	$	2,580,919		$			20,402,642

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	411,360		$	1,435,126	$	—				$	1,846,486
Value added tax payable		—			481,113		—					481,113
Income taxes payable		—			—		—					—
Customer deposits		—			—		—					—
Short term loan		—			1,787,522		-					1,787,522

Total current liabilities		411,360			3,703,761		—					4,115,121
Long-term liabilities:
Long-term loan		—			2,892,512		-					2,892,512

Total liabilities		411,360			6,596,273		—					7,007,633

Stockholders’ equity:
Preferred stock, $0.001 par value		—			—		—					—
Common stock, $0.001 par value		33,487			1		13,715			a		9,441
							(1	)		b
							(37,761	)		h
Additional paid-in-capital		34,029,092			603,864		9,591,417			a		43,658,270
							(603,864	)		b
							37,761			h
Other comprehensive income		—			49,053		(49,053	)		b		—
Retained earnings (accumulated deficit)		(30,272,702	)		6,371,295		(6,371,295	)		b		(30,272,702	)

Total stockholders’ equity		3,789,877			7,024,213		2,580,919					13,395,009

Total Liabilities and Stockholders’ Equity	$	4,201,237		$	13,620,486	$	2,580,919		$			20,402,642


	Unaudited Pro Forma Combined Statement of Operations
	and comprehensive income
	For the Six Months Ended June 30, 2006
													Pro Forma
		AMDL, INC.			JPI			Pro Forma					Combined
			6/30/06			6/30/06		Adjustments						6/30/06

Net revenues		$	33,100		$	3,095,503		$	—		$			3,128,603
Cost of sales			12,489			1,461,405			—					1,473,894

Gross profit			20,611			1,634,098			—					1,654,709
Operating expenses:
Research and development			119,245			—			—					119,245
General, administrative and selling			1,521,053			622,710			99,366			f		2,243,129

Total expenses			1,640,298			622,710			99,366					2,362,374

Income (loss) from operations			(1,619,687	)		1,011,388			(99,366	)				(707,665	)
Other income (expense):
Interest income (expense), net			14,700			(149,268	)		—					(134,568	)
Other income			—			11,481			—					11,481

Income (loss) before provision for income taxes			(1,604,987	)		873,601			(99,366	)				(830,752	)
Provision for income taxes			—			44,257			—					44,257

Net income (loss)			(1,604,987	)		829,344			(99,366	)				(875,009	)
Other comprehensive income – foreign currency translation			—			8,287			—					8,287

Other comprehensive income (loss)	$		(1,604,987	)	$	837,631		$	(99,366	)			$	(866,722	)

Loss per common share, basic and diluted													$	(0.10	)

Weighted average common shares outstanding, basic and diluted												d		8,806,086


	Unaudited Pro Forma Combined Statement of Operations
	and comprehensive income
	For the Year Ended December 31, 2005
													Pro Forma
		AMDL, INC.			JPI			Pro Forma					Combined
			12/31/05			12/31/05		Adjustments						12/31/05

Net revenues		$	67,565		$	6,917,939		$	—				$	6,985,504
Cost of sales			12,595			3,908,187			—					3,920,782

Gross profit			54,970			3,009,752			—					3,064,722
Operating expenses:
Research and development			272,650			—			—					272,650
General, administrative and selling			2,327,024			1,143,709			198,731			g		3,669,464

Total expenses			2,599,674			1,143,709			198,731					3,942,114

Income (loss) from operations			(2,544,704	)		1,866,043			(198,731	)				(877,392	)
Other income (expense):
Interest income (expense), net			38,039			(193,442	)		—					(155,403	)
Other income			—			7,564			—					7,564

Income (loss) before provision for income taxes	$		(2,506,665	)	$	1,680,165		$	(198,731	)	$			(1,025,231	)
Provision for income taxes			—			79,470			—					79,470

Net Income (loss)			(2,506,665	)		1,600,695			(198,731	)				(1,104,701	)
Other comprehensive income – foreign currency translation			—			40,766			—					40,766

Other comprehensive income (loss)	$		(2,506,665	)	$	1,641,461		$	(198,731	)	$			(1,063,935	)

Loss per common share, basic and diluted													$	(0.14	)

Weighted average common shares outstanding, basic and diluted												e		7,745,887

In connection with the acquisition, the Company issued 13,715,000 pre-reverse split (2,743,000 post-reverse split) shares of its common stock and options to purchase an additional 2,500,000 pre-reverse split (500,000 post-reverse split) shares of its common stock, in exchange for all of the outstanding common stock of Jade Pharmaceutical, Inc. (“JPI”). For purposes of these combined pro forma financial statements, the closing price of the Company’s common stock on June 30, 2006 ($0.65 pre-reverse split) was used to determine the purchase price. The Company determined the value of the options to purchase 2,500,000 pre-reverse split (500,000 post-reverse split) shares of common stock to be issued as additional consideration using the Black-Scholes option pricing model. The total purchase consideration was determined as follows:

As a result of the acquisition, the equity accounts of JPI will be eliminated.

The excess of the purchase consideration over the fair value of net assets acquired is $2,580,919 and was computed as follows:

The Company will have an independent valuation performed of the net assets acquired to determine the final purchase price allocation. For purposes of these pro forma combined financial statements, the preliminary allocation of excess purchase price is as follows:

For purposes of these pro forma combined financial statements, the weighted average number of common shares outstanding used in the loss per share calculation was increased by 2,743,000 post-reverse split shares to give effect as if the shares issued for the acquisition were issued and outstanding for the entire six month period ended June 30, 2006. The effect of the options to purchase 500,000 post-reverse split shares issued as additional purchase consideration was excluded from the computation of the diluted loss per share, as their effect would be anti-dilutive. The following is a reconciliation of the post reverse split weighted average shares outstanding.

For purposes of these pro forma combined financial statements, the weighted average number of common shares outstanding used in the loss per share calculation was increased by 2,743,000 post-reverse split shares to give effect as if the shares issued for the acquisition were issued and outstanding for the entire year ended December 31, 2005. The effect of the 500,000 post-reverse split options issued as additional purchase consideration was excluded from the computation of the diluted loss per share, as their effect would be anti-dilutive. The following is a reconciliation of the weighted average shares outstanding.

Weighted average shares outstanding at December 31, 2005 – post reverse split:

The indicated pro forma adjustment relates to the amortization of the acquired intangibles for the six month period ended June 30, 2006. The acquired intangibles will be amortized over their estimated useful lives on a straight line basis. The estimated useful life of land use rights, non-compete agreement, and the product licenses is 20 years, 5 years and 5 years, respectively. Amortization of the acquired intangibles was computed as follows:

The indicated pro forma adjustment relates to the amortization of the acquired intangibles for the year ended December 31, 2005. The acquired intangibles will be amortized over their estimated useful lives on a straight line basis. The estimated useful life of land use rights, non-compete agreement, and the product licenses is 20 years, 5 years and 5 years, respectively. Amortization of the acquired intangibles was computed as follows:

The indicated pro forma adjustment relates to the reverse split of 1 for 5 shares. For purposes of these pro forma combined financial statements, the number of common shares decreased by 26,789,000 shares to give effect as if the reverse split of shares occurred at the beginning of 2006.


Shares issued (13,715,000 x $0.65)	$	8,914,750
Options issued (2,500,000)		690,382

Total purchase consideration	$	9,605,132


Purchase consideration	$	9,605,132
JPI net assets acquired		(7,024,213	)

Excess purchase consideration	$	2,580,919


AMDL, Inc.	6,063,086
JPI	1

Subtotal	6,063,087
Add effect of issuance of shares as purchase consideration	2,743,000
Less JPI share acquired	( 1	)

Weighted average shares outstanding - pro forma; basic and diluted	8,806,086


AMDL, Inc.	5,002,887
JPI	1

Subtotal	5,002,888
Add effect of issuance of shares as purchase consideration	2,743,000
Less JPI share acquired	( 1	)

Weighted average shares outstanding - pro forma; basic and diluted	7,745,887


Land use rights ($2,116,354 / 20 years = $105,818 x 6/12)	$	52,909
Non-compete agreements ($283,900 / 5 years = $56,780 x 6/12)		28,390
Product licenses ($180,665/ 5 years = $36,133 x 6/12)		18,067

Total amortization expense	$	99,366


Land use rights	$	2,116,354
Product licenses acquired		180,665
Non-compete agreement		283,900

Excess purchase consideration	$	2,580,919


Land use rights ($2,116,354 / 20 years = $105,818)	$	105,818
Non-compete/employment agreements ($283,900 / 5 years = $56,780)		56,780
Product licenses ($180,665 / 5 years = $36,133)		36,133

Total amortization expense	$	198,731


Common shares pre reverse split (33,487,000 x $0.001)	$	33,487
Shares issued for purchase pre reverse split (13,715,000 x $0 .001)		13,715

		47,202
Post split common shares (9,440,400 x 0.001)		< 9,441>

Adjustment to common stock	$	37,761