Item 2.01. Completion of Acquisition or Deposition of Assets.
On September 28, 2006, pursuant to the closing of the Stock Purchase and Sale Agreement dated as of
May 12, 2006, as amended (the “Stock Purchase Agreement”) by and among AMDL, INC. (“AMDL”), Jade
Capital Group Limited, a British Virgin Islands corporation (“JCGL”) and JCGL’s shareholders, AMDL
acquired Jade Pharmaceutical Inc., a British Virgin Islands corporation (“JPI”) and JPI’s two
China-based subsidiaries, Yiqiao Bio-Chemical Pharmacy Company Limited (“YYB”) and Jiangxi ZieZhong
Bio-Chemical Pharmacy Company Limited (“JJB”). As a result of the closing, JCGL and its
shareholders and designees received an aggregate of 2,743,000 shares of AMDL post-reverse split
shares common stock (13,715,000 pre-split shares). The business and assets of YYB and JJB consist
primarily of its pharmaceutical manufacturing facilities, inventories of raw material and finished
goods. YYB is located in Tuman City, Jilin Province, People’s Republic of China and JJB is located
in Shangrao, Jian Province, People’s Republic of China. Together, YYB and JJB have over 130
licenses to produce pharmaceuticals in China. The unaudited proforma combined financial statements
for AMDL and JPI at June 30, 2006 and for the year ended December 31, 2005, and the six months
ended June 30, 2006 are included in Item 9.01(a) below.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 2.01 above. No underwriter or broker was involved in the transaction represented by the
Stock Purchase Agreement.
Item 3.03 Material Modification to Rights of Security Holders.
Effective 12:01 a.m. on September 28, 2006, the outstanding shares of AMDL’s common stock were
reverse split on a one-for-five basis. See Item 5.03 below.
Item 5.01 Changes in Control of Registrant.
See Item 2.01 above. Accordingly, JCGL and its affiliates own more than five percent (5%) of the
outstanding shares of common stock of AMDL. In addition, as a condition to the closing of the
Stock Purchase Agreement, (Henry) Minghui Jia was appointed as a director of AMDL, effective as of
the closing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the meeting of stockholders on September 8, 2006, our stockholders approved three proposals to
amend the Certificate of Incorporation. On September 27, 2006, a Certificate of Amendment to
AMDL’s Certificate of Incorporation was filed with the Delaware Secretary of State, which:
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(i)
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Increased the number of authorized shares of common stock from 50,000,000 to
100,000,000 shares;
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(ii)
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Increased the number of authorized shares of preferred stock from 10,000,000 to
25,000,000; and
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