VIVOS INC - Quarter Report: 2013 June (Form 10-Q)

admd_10q-15643.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2013
OR
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER 000-53497

ADVANCED MEDICAL ISOTOPE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	80-0138937
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6208 W. Okanogan Ave.,

Kennewick, WA 99336

(Address of principal executive offices, Zip Code)

(509) 736-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of registrant’s common stock outstanding, as of August 7, 2013 was 101,426,728.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012	3
	Condensed Statements of Operations for the Three Months and the Six Months ended June 30, 2013 (unaudited) and the Three Months and the Six Months ended June 30, 2012 (unaudited)	4
	Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the period ended June 30, 2013 (unaudited)	5
	Condensed Statements of Cash Flow for the Six Months ended June 30, 2013 (unaudited) and the Six Months ended June 30, 2012 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II - OTHER INFORMATION

Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6.	Exhibits	39

SIGNATURES		39

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Advanced Medical Isotope Corporation

Condensed Balance Sheets


	June 30,			December 31,
	2013			2012
	(unaudited)
ASSETS

Current Assets:
Cash	$	6,986		$	6,411
Accounts receivable - trade		-			21,239
Prepaid expenses		14,063			2,334
Inventory		8,475			4,100
Total current assets		29,524			34,084

Fixed assets, net of accumulated depreciation		18,256			214,656

Other assets:
License fees, net of amortization		10,643			16,060
Patents and intellectual property		368,190			360,475
Debt issuance costs		29,877			542,454
Deposits		5,406			5,406
Total other assets		414,116			924,395

Total assets	$	461,896		$	1,173,135

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	1,290,101		$	1,278,605
Accrued interest payable		957,514			787,415
Payroll liabilities payable		30,364			74,349
Deferred income		24,241			265,531
Short term loan payable		349,913			35,846
Loans from stockholder		20,196			43,349
Convertible notes payable, net		293,508			395,102
Derivative liability		1,326,260			3,938,318
Related party convertible notes payable, net		3,799,577			3,573,892
Current portion of capital lease obligations		175,287			346,270
Total current liabilities		8,266,961			10,738,677

Long term liabilities:
Capital lease obligations, net of current portion		260,000			285,000
Total liabilities		8,526,961			11,023,677

Stockholders’ Equity (Deficit):
Preferred Stock, $.001 par value, 20,000,000 shares authorized;
zero issued and outstanding		-			-
Common stock, $.001 par value; 200,000,000 shares authorized;
100,242,243 and 81,544,459 shares issued and outstanding, respectively		100,241			81,544
Paid in capital		25,771,566			22,735,626
Accumulated deficit		(33,936,872	)		(32,667,712	)
Total stockholders’ equity (deficit)		(8,065,065	)		(9,850,542	)

Total liabilities and stockholders’ equity (deficit)	$	461,896		$	1,173,135

The accompanying notes are an integral part of these condensed financial statements.

Advanced Medical Isotope Corporation

Condensed Statements of Operations

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012

Revenues	$	-		$	67,434		$	24,804		$	116,018

Operating expenses
Cost of materials		-			18,293			4,559			35,152
Sales and marketing expenses		6,162			7,625			7,062			8,659
Depreciation and amortization		100,911			140,814			201,817			280,292
Professional fees		238,425			257,984			486,689			794,228
Stock options granted		114,281			295,980			517,881			412,980
Payroll expenses		269,053			181,145			458,888			365,515
General and administrative expenses		454,407			174,598			1,026,478			284,499
Total operating expenses		1,183,239			1,076,439			2,703,374			2,181,325

Operating loss		(1,183,239	)		(1,009,005	)		(2,678,570	)		(2,065,307	)

Non-operating income (expense)
Interest expense		(414,878	)		(205,313	)		(819,368	)		(356,605	)
Net gain (loss) on settlement of debt		(53,502	)		-			(171,533	)		(550	)
Recognized income from grants		192,860			112,917			241,290			168,283
Gain on derivative liability		795,112			-			2,159,021			-
Non-operating income (expense), net		519,592			(92,396	)		1,409,410			(188,872	)

Loss before Income Taxes		(663,647	)		(1,101,401	)		(1,269,160	)		(2,254,179	)

Income Tax Provision		-			-			-			-

Net Loss	$	(663,647	)	$	(1,101,401	)	$	(1,269,160	)	$	(2,254,179	)

Loss per common share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)

Weighted average common shares outstanding		97,652,747			74,941,432			92,281,600			73,313,044

The accompanying notes are an integral part of these condensed financial statements.

Advanced Medical Isotope Corporation
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
(Unaudited)

	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balances at December 31, 2012 (audited)		81,544,459	$	81,544	$	22,735,626	$	(32,667,712	)	$	(9,850,542	)

Common stock issued for:
Cash and the exercise of warrants		6,667,141		6,667		859,833		-			866,500
Services and prepaid services		680,000		680		79,920		-			80,600
Exercise of warrants for services		222,222		222		19,778		-			20,000
Accounts payable and prepaid services		35,500		35		5,965		-			6,000
Loan fees on convertible debt		77,109		77		20,751		-			20,828
Debt converted		11,015,812		11,016		1,531,812		-			1,542,828
Options and warrants issued for services		-		-		517,881		-			517,881
Net loss		-		-		-		(1,269,160	)		(1,269,160	)
Balances at June 30, 2013		100,242,243	$	100,241	$	25,771,566	$	(33,936,872	)	$	(8,065,065	)

The accompanying notes are an integral part of these condensed financial statements.

Advanced Medical Isotope Corporation
Condensed Statements of Cash Flow
(Unaudited)
	Six months ended
	June 30,
	2013			2012
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss	$	(1,269,160	)	$	(2,254,179	)

Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation of fixed assets		196,400			275,380
Amortization of licenses and intangible assets		5,417			4,912
Amortization of convertible debt discount		341,154			72,366
Amortization of debt issuance costs		512,577			-
Amortization of prepaid expenses paid with stock		-			32,250
Common stock issued for services		83,470			410,945
Common stock issued for interest		122,728			-
Warrants exercised for services		20,000			-
Stock options and warrants issued for services		517,881			412,980
Gain on derivative liability		(2,159,021	)		-
Loss on settlement of debt		171,533			-
Changes in operating assets and liabilities:
Accounts receivable		21,239			(4,350	)
Inventory		(4,375	)		(1,200	)
Prepaid expenses		(11,729	)		(37,499	)
Accounts payable		13,626			244,871
Payroll liabilities		(43,985	)		54,490
Accrued interest		228,122			161,437
Grant money used to offset expenditures		(241,290	)		(168,283	)
Net cash used by operating activities		(1,495,413	)		(795,880	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used to acquire patents and intellectual property		(7,715	)		(78,307	)
Net cash used by investing activities		(7,715	)		(78,307	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Washington Trust debt		(23,153	)		(21,524	)
Principal payments on capital lease		(195,983	)		(216,105	)
Proceeds from short term loan		349,913			105,000
Payments on short term loan		(35,846	)		(116,000	)
Proceeds from convertible debt		647,772			722,800
Principal payments on convertible debt		(105,500	)		-
Principal payments on long-term debt		-			(8,698	)
Proceeds on sale of stock for cash		866,500			-
Proceeds from deposits on notes payables		-			370,000
Net cash provided by financing activities		1,503,703			835,473

Net increase (decrease) in cash		575			(38,714	)
Cash, beginning of period		6,411			52,557

CASH, END OF PERIOD	$	6,986		$	13,843


Supplemental disclosures of cash flow information:
Cash paid for interest	$	126,494		$	102,838
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these condensed financial statements.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 1: BASIS OF PRESENTATION

Nature of Organization

The accompanying condensed financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures required by accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations of the Company for the period presented. The results of operations for the six months ended June 30, 2013, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending December 31, 2013.

Reclassification

Certain prior period amounts in the condensed financial statements have been reclassified to conform to current period presentation.

NOTE 2: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support the Company’s operations. Historically, we have relied upon outside investor funds to maintain our operations and develop our business. We anticipate we will continue to require funding from investors for working capital as well as business expansion during this fiscal year and we can provide no assurance that additional investor funds will be available on terms acceptable to us. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable time. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which we operate.

We anticipate a requirement of $1.5 million in funds over the next twelve months to maintain current operation activities. In addition we anticipate a requirement of approximately $15 million in funds over the next twelve months due to the anticipation of adding additional staff in the future assuming we are successful in selling our medical isotopes and/or the start of development by us on future manufacturing sites or other projects. As of June 30, 2013 we have $6,986 cash on hand which means there will be an anticipated shortfall of nearly the full $16.5 million requirement in additional funds over the next twelve months. There are currently commitments to vendors for products and services purchased, plus, the employment agreements of the CFO and other employees of the Company and our current lease commitments that will necessitate liquidation of the Company if we are unable to raise additional capital. The current level of cash is not enough to cover the fixed and variable obligations of the Company.

Assuming we are successful in our sales/development effort, we believe that we will be able to raise additional funds through the sale of our stock to either current or new stockholders. There is no guarantee that we will be able to raise additional funds or to do so at an advantageous price.

The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 3: FIXED ASSETS

Fixed assets consist of the following at June 30, 2013 and December 31, 2012:

	June 30, 2013			December 31, 2012
Production equipment	$	2,131,377		$	2,131,377
Building		446,772			446,772
Leasehold improvements		3,235			3,235
Office equipment		32,769			32,769
		2,614,153			2,614,153
Less accumulated depreciation		(2,595,897	)		(2,399,497	)
	$	18,256		$	214,656

Accumulated depreciation related to fixed assets is as follows:

	June 30, 2013		December 31, 2012
Production equipment	$	2,118,014	$	1,924,002
Building		446,772		446,772
Leasehold improvements		3,235		3,235
Office equipment		27,876		25,488
	$	2,595,897	$	2,399,497

Depreciation expense for the above fixed assets for the six months ended June 30, 2013 and 2012, respectively, was $196,400 and $275,380.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 4: INTANGIBLE ASSETS

Intangible assets consist of the following at June 30, 2013 and December 31, 2012:

	June 30, 2013			December 31, 2012
License Fee	$	112,500		$	112,500
Less accumulated amortization		(101,857	)		(96,440	)
		10,643			16,060
Patents and intellectual property		368,190			360,475
Intangible assets net of accumulated amortization	$	378,833		$	376,535

Amortization expense for the above intangible assets for the six months ended June 30, 2013 and 2012, respectively, was $5,417 and $4,912.

NOTE 5: RELATED PARTY TRANSACTIONS

Loans from Stockholder

The Company had a $200,000 revolving line of credit with Washington Trust Bank that was to expire in September 2009. We had $199,908 in borrowings under the line of credit as of October 28, 2008 at which time the line of credit was paid off and replaced with a loan in the initial principal amount of $199,908 from James C. Katzaroff and Carlton M. Cadwell. Mr. Katzaroff is our chief executive officer, and Mr. Katzaroff and Mr. Cadwell are directors and beneficial owners of more than 10% of our common stock. The loan calls for $4,066 monthly payments, including 8% interest, beginning November 30, 2008, with a balloon payment for the balance at October 31, 2009, at which time the note was extended for another year to October 31, 2010, at which time the note was extended for another year to October 31, 2011, at which time the note was extended for another year to October 31, 2012 with monthly payments increasing to $4,090, at which time the note was extended for another year to October 31, 2013 with monthly payments increasing to $4,100. There is no security held as collateral for this loan. As of June 30, 2013, the payment due June 30, 2013 was not paid. This June 30, 2013 payment was paid on July 12, 2013. The Company paid $23,153 in principal and $1,670 in interest to the holders of this loan for the six months ended June 30, 2013. As of June 30, 2013 and December 31, 2012, the outstanding balance on this loan was $20,196 and $43,349, respectively.

The Company issued various shares of common stock and convertible promissory notes during the six months ended June 30, 2013 to a director and major stockholder. The details of these transactions are outlined in NOTE 11 STOCKHOLDERS’ EQUITY - Common Stock Issued for Convertible Debt.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 5: RELATED PARTY TRANSACTIONS - continued

Rent Expenses

On August 1, 2007 the Company began renting office and warehouse space, known as the Production Facility, located in Kennewick, Washington from a stockholder holding less that 5% of the total shares outstanding. The lease agreement calls for monthly rental payments starting at $3,500, increasing every August 1st until they become $4,762 as of August 1, 2011 and continue through the month ended July 31, 2012. Subsequent to July 31, 2012 the Company is renting this space on a month to month basis at $11,904 per month. During the six months ended June 30, 2013 and 2012 the Company incurred rent expenses for this facility totaling $71,426 and $28,567, respectively. In addition, the lease agreement called for the issuance of $187,500 in common stock valued at $0.40 per share for a total of 416,667 shares. The Company recognized the issuance of all 416,667 shares in 2007 and will amortize the $187,500 value of that stock over the sixty month term of the lease which became fully amortized as of July 31, 2012. For the six months ended June 30, 2013 and 2012 the Company amortized $0 and $18,750 of this stock issuance and recognized it as rent expense.

There are no future minimum rental payments required under this rental agreement because it expired as of July 31, 2012 and subsequent to that date the Company is renting this space on a month to month basis.

Additionally, in June 2008, the Company entered into two twelve month leases for its corporate offices with three four month options to renew but in no event will the lease extend beyond December 31, 2010. Subsequent to December 31, 2010 the Company is renting this space on a month to month basis. These lease agreements calls for monthly rental payments of $2,733 and $2,328 per month for two separate office areas. Effective November 1, 2009 the Company terminated the portion of the lease consisting of the $2,328 rental payment per month. Effective February 28, 2012 and retroactive back to December 1, 2011, the $2,328 rental payment per month was adjusted to $2,500 rental payment per month. The monthly rental was again adjusted to $2,675 for the months of March and April, 2012 and adjusted again to $2,850 effective for the months May through September, 2012. Effective October 2012 the monthly rental was adjusted to $2,910. During the six months ended June 30, 2013 and 2012 the Company incurred rent expenses for this facility totaling $17,460 and $15,817, respectively.

There are no future minimum rental payments as the Company’s current rental agreements either expired as of July 2012 or are on a month to month basis.

Rental expense for the six months ended June 30, 2013 and 2012 consisted of the following:

	Six months ended June 30, 2013		Six months ended June 30, 2012
Office and warehouse lease effective August 1, 2007
Monthly rental payments	$	71,426	$	28,567
Rental expense in the form of stock issuance		-		18,750
Corporate office		17,460		15,817
Total Rental Expense	$	88,886	$	63,134

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 6: PREPAID EXPENSES PAID WITH STOCK

In prior periods, the Company has issued stock to companies for a service agreement which expired June 2012. Additionally, the Company issued stock for prepaid rent which expired annually through July 2012 at the rate of $37,500 per year. These prepaid expenses paid with stock fully expired as of December 31, 2012. The Company issued stock to a company for a service agreement effective January 2013 and expires June 2013. As of June 30, 2013 and December 31, 2012, the prepaid services paid with stock were $0 and $0, respectively.

NOTE 7: SHORT TERM LOAN PAYABLE

The Company had credit card debt of $46,725 that was converted to a promissory note March 15, 2012 secured by personal guarantees of Mr. Katzaroff, CEO and Mr. Jolliff, CFO of the Company. The note calls for $2,500 up front payment and nineteen payments of $2,568 including interest of twelve percent. As of December 31, 2012 the payments for August through December, 2012 had not yet been paid. For the twelve month period ending December 31, 2012 the Company paid $10,879 in principal and $1,894 in interest towards the debt. The note was called effective January 23, 2013 and the $5,301 of interest and collection costs as of that date have been accrued in the accompanying financial statement for the twelve months ending December 31, 2012. The principal balance of the loan was $35,846 and accrued interest of $5,326 was recorded as of December 31, 2012, all of which was recorded as current liabilities and was paid in full during January 2013.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 8: CONVERTIBLE NOTES PAYABLE

As of June 30, 2013 and December 31, 2012 the Company had the following convertible notes outstanding:

	June 30, 2013				December 31, 2012
	Principal (net)		Accrued Interest		Principal (net)		Accrued Interest
October 2012 $63,000 Convertible Note, 8% interest, due April 2013, net of debt discount of $0 and $22,209, respectively		-		-		40,791		1,155	(1)
November 2012 $42,500 Convertible Note, 8% interest, due May 2013, net of debt discount of $0 and $16,724, respectively		-		-		25,776		525	(2)
December 2012 $55,000 Convertible Note, 0% interest for the first 90 days, due December 2013, with a 10% original issue discount, net of debt discount of $2,461 and $5,839, respectively		46,895		-		49,161		-	(3)
January 2013 $30,024 Convertible Note, 10% one-time interest, due January 2014, with a 10% original issue discount, net of debt discount of $17,521 and $0, respectively		12,503		3,002		-		-	(4)
March 2013 $60,000 Convertible Note, 0% interest for the first 90 days, due March 2014, with a 10% original issue discount, net of debt discount of $17,634 and $0, respectively		42,366		1,512		-		-	(5)
July and August 2012 $1,060,000 Convertible Notes, 12% interest, due December 2013 and January 2014 (18 month notes), $195,000 and $888,500 outstanding , net of debt discount of $74,436 and $628,846, respectively		120,564		21,344		259,654		47,199	(6)
September and October 2012 $115,000 Convertible Notes, 12% interest, due February and March 2014 (18 month notes), $0 and $115,000 outstanding, net of debt discount of $0 and $98,280, respectively		-		-		19,720		3,575	(7)
May 2013 $220,000 Convertible Notes, 12% interest, due November 2014 (18 month notes), $220,000 and $0 outstanding, net of debt discount of $201,566 and $0, respectively		18,434		3,318		-		-	(8)
April 2013 $74,880 Convertible Note, 0% interest for the first 90 days, due April 2014, with a 10% original issue discount, net of debt discount of $56,827 and $0, respectively		18,053		7,322		-		-	(9)
April 2013 $53,000 Convertible Note, 8% interest, due November 2013, net of debt discount of $20,768 and $0, respectively		32,232		685		-		-	(10)
June 2013 $34,560 Convertible Note, 0% interest for the first 90 days, due June 2014, with a 10% original issue discount, net of debt discount of $32,098 and $0, respectively		2,462		998		-		-	(11)
Total Convertible Notes Payable, Net	$	293,509	$	38,181	$	395,102	$	52,454

(1) The Company borrowed $63,000 October 2012, due April 2013, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (April 10, 2013), to convert the note and accrued interest into common stock at a price per share equal to 61% (representing a discount rate of 39%) of the average of the lowest five trading prices for the Common Stock during the ten trading day period ending one trading day prior to the date of Conversion Notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first sixty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $31,500 related to the conversion feature of the note, along with a derivative liability at inception. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the eighteen month life of the note. During 2012 total amortization was recorded in the amount of $9,291 resulting in a debt discount of $22,209 December 31, 2012. Also during 2012, interest expense of $1,155 was recorded for the note. During the six months ending June 30, 2013 total amortization was recorded in the amount of $22,209 resulting in a debt discount of $0 at June 30, 2013. Also during the six months ending June 30, 2013, interest expense of $849 was recorded for the note. The note was paid in full on April 9, 2013

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 8: CONVERTIBLE NOTES PAYABLE - continued

(2) The Company borrowed $42,500 November 2012, due May 2013, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (May 2, 2013), to convert the note and accrued interest into common stock at a price per share equal to 61% (representing a discount rate of 39%) of the average of the lowest five trading prices for the Common Stock during the ten trading day period ending one trading day prior to the date of Conversion Notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first sixty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $21,250 related to the conversion feature of the note, along with a derivative liability at inception. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the eighteen month life of the note. During 2012 total amortization was recorded in the amount of $4,526 resulting in a debt discount of $16,724 December 31, 2012. Also during 2012, interest expense of $572 was recorded for the note. During the six months ending June 30, 2013 total amortization was recorded in the amount of $16,724 resulting in a debt discount of $0 at June 30, 2013. Also during the six months ending June 30, 2013, interest expense of $641 was recorded for the note. The note was paid in full on May 8, 2013

(3) The Company borrowed $55,000 December 2012, due December 2013. The holder of the note has the right, after the first one hundred eighty days of the note (June 7, 2013), to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.28 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company has the right to prepay the note during the first ninety days following the date of the note. During that time the amount of any prepayment would equal 111.2% of the outstanding principal balance of the note ($61,160) with no interest on the note. The Company had the right to prepay the note and accrued interest during the next ninety days following the date of the note. During that time the amount of any prepayment would equal 111.2% ($61,160) of the outstanding principal balance of the note plus a onetime interest charge of 10% applied to the principal ($5,500) for a total repayment amount of $66,660. The Company recorded a debt discount of $6,160 related to the conversion feature of the note, along with a derivative liability at inception. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the twelve month life of the note. During 2012 total amortization was recorded in the amount of $321 resulting in a debt discount of $5,839 December 31, 2012. Also during 2012, interest expense of $0 was recorded for the note. During the six months ending June 30, 2013 total amortization was recorded in the amount of $3,378 resulting in a debt discount of $2,461 at June 30, 2013. Also during the six months ending June 30, 2013, interest expense of $6,116 was recorded for the note.

(4) The Company borrowed $27,000 January 2013, due January 2014, with a one-time interest charge of 10%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.195 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The note has an original issue discount of $3,024 which has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $30,024 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve month life of the note. During the six months ended June 30, 2013, interest expense of $3,002 was recorded, and total amortization of $12,503 was recorded resulting in a debt discount of $17,521 at June 30, 2013.

(5) The Company borrowed $60,000 March 2013, due December 2013, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (September 13, 2013), to convert the note and accrued interest into common stock at a price per share equal to 61% (representing a discount rate of 39%) of the average of the lowest five trading prices for the Common Stock during the ten trading day period ending one trading day prior to the date of Conversion Notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first sixty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $30,000 related to the conversion feature of the note, along with a derivative liability at inception. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the eighteen month life of the note. During 2013 total amortization was recorded in the amount of $12,366 resulting in a debt discount of $17,634 June 30, 2013.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 8: CONVERTIBLE NOTES PAYABLE - continued

(6) The Company had received $1,060,000 in cash as of December 31, 2012 in exchange for Convertible Debt instruments. These Convertible Debt instruments have an eighteen month term, accrued interest at an annual rate of 12% and a conversion price of $0.10. In addition the Convertible Debt instruments have an equal amount of $0.15, five year common stock warrants and Additional Investment Rights to enter into an additional convertible note with a corresponding amount of warrants equal to forty percent of the convertible note principal. The Company recorded a debt discount of $1,060,000 related to the conversion feature of the notes and the attached warrants, along with a derivative liability at inception.

During December of 2012 the holders of the Convertible Debt instruments exercised their conversion rights and converted $171,500 and $37,044 of the outstanding principal and accrued interest balances, respectively, into 2,085,440 shares of the Company’s common stock.

During the six months ending June 30, 2013 the holders of the Convertible Debt instruments exercised their conversion rights and converted $693,500 and $149,796 of the outstanding principal and accrued interest balances, respectively, into 6,945,173 shares of the Company’s common stock.

Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the eighteen month life of the Convertible Debt instruments. During 2012 total amortization was recorded in the amount of $431,154 resulting in a debt discount of $628,846 at December 31, 2012. During 2012 interest expense of $84,243 was recorded for the Convertible Debt Instruments. During the six months ending June 30, 2013 total amortization was recorded in the amount of $552,292 resulting in a debt discount of $74,436 at June 30, 2013. During the six months ending June 30, 2013 interest expense of $123,941 was recorded for the Convertible Debt Instruments.

(7) The Company had received $115,000 in cash as of December 31, 2012 in exchange for Convertible Debt instruments. These Convertible Debt instruments have an eighteen month term, accrued interest at an annual rate of 12% and a conversion price of $0.12. In addition the Convertible Debt instruments have an equal amount of $0.18, five year common stock warrants and Additional Investment Rights to enter into an additional convertible note with a corresponding amount of warrants equal to forty percent of the convertible note principal. The Company recorded a debt discount of $115,000 related to the conversion feature of the notes and the attached warrants, along with a derivative liability at inception.

During the six months ending June 30, 2013 the holders of the Convertible Debt instruments exercised their conversion rights and converted $115,000 and $24,840 of the outstanding principal and accrued interest balances, respectively, into 1,408,533 shares of the Company’s common stock.

Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the eighteen month life of the Convertible Debt instruments. During 2012 total amortization was recorded in the amount of $19,720 resulting in a debt discount of $95,280 at December 31, 2012. During 2012 interest expense of $3,575 was recorded for the Convertible Debt Instruments. During the six months ending June 30, 2013 total amortization was recorded in the amount of $95,280 resulting in a debt discount of $0 at June 30, 2013. During the six months ending June 30, 2013 interest expense of $21,265 was recorded for the Convertible Debt Instruments.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 9: INCOME FROM GRANTS AND DEFERRED INCOME

The Company has chosen to recognize grant money received as income as it incurs costs associated with those grants, and until such time as it recognizes the grant as income those funds received will be classified as Deferred Income on the balance sheet.

For the twelve months ended December 31, 2012 the Company recognized $680,234 of a $1,215,000 Department of Energy grant as income leaving a remaining balance of $265,531 recorded as deferred income as of December 31, 2012. The $680,234 was for costs incurred for the twelve months ended December 31, 2012. For the six months ended June 30, 2013 the Company recognized an additional $241,290 as income, leaving a remaining balance of $24,241 recorded as deferred income as of June 30, 2013. The $241,290 was for costs incurred for the six months ended June 30, 2013.

As of June 30, 2013 the grant money received and grant money recognized as income and deferred income can be summarized as follows:

	$1,215,000 Brachytherapy Grant
Grant money received during 2010	$	1,215,000
Recognized income from grants in 2010		23,508
Deferred income at December 31, 2010		1,191,492
Recognized income from grants in 2011		245,727
Deferred income at December 31, 2011		945,765
Recognized income from grants in 2012		680,234
Deferred income at December 31, 2012		265,531
Recognized income from grants for the six months ended June 30, 2013		241,290
Deferred income at June 30, 2013	$	24,241

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 10: COMMON STOCK OPTIONS AND WARRANTS

The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests.

The following schedule summarizes the changes in the Company’s stock options during the six months ended June 30, 2013:

					Weighted				Weighted
	Options Outstanding				Average				Average
	Number		Exercise		Remaining		Aggregate		Exercise
	Of		Price		Contractual		Intrinsic		Price
	Shares		Per Share		Life		Value		Per Share

Balance at December 31, 2012		4,775,000	$	0.09-0.30	2.09 years		$	540,000	$	0.17
Options granted		5,640,000	$	0.08-0.20	6.51 years		$	-	$	0.19
Options exercised		-	$	-		-	$	-	$	-
Options expired		50,000	$	-		-	$	-	$	0.26
Balance at June 30, 2013		10,365,000	$	0.08-0.30	4.28 years		$	96,300	$	0.18

Exercisable at December 31, 2012		4,775,000	$	0.09-0.30	2.09 years		$	540,000	$	0.17

Exercisable at June 30, 2013		8,377,500	$	0.08-0.30	3.01 years		$	96,300	$	0.17

The following schedule summarizes the changes in the Company’s stock warrants during the six months ended June 30, 2013:

					Weighted			Weighted
	Warrants Outstanding				Average			Average
	Number		Exercise		Remaining	Aggregate		Exercise
	Of		Price		Contractual	Intrinsic		Price
	Shares		Per Share		Life	Value		Per Share

Balance at December 31, 2012		24,411,701	$	0.09-0.25	3.76 years	$	2,292,551	$	0.15
Warrants granted		15,092,855	$	0.06-0.17	2.04 years	$	-	$	0.15
Warrants exercised		372,222	$	0.06-0.09	-	$	-	$	-
Warrants expired		2,913,070	$	0.10	-	$	-	$	-
Balance at June 30, 2013		36,219,264	$	0.06-0.25	3.04 years	$	-	$	0.11

Exercisable at December 31, 2012		24,411,701	$	0.09-0.25	3.76 years	$	2,292,551	$	0.15

Exercisable at June 30, 2013		36,219,264	$	0.06-0.25	3.04 years	$	-	$	0.11

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 10: COMMON STOCK OPTIONS AND WARRANTS - continued

The following summarizes the exercise price per share and expiration date of the Company’s outstanding and exercisable warrants to purchase common stock at June 30, 2013:

Number		Exercise Price		Expiration Date
	977,778	$	0.09	June 4, 2015
	2,000,000	$	0.25	June 4, 2015
	5,500,000	$	0.17	March 1, 2015
	3,000,000	$	0.15	July 1, 2017
	9,240,297	$	0.06	July 13, 2017
	1,000,000	$	0.06	July 30, 2017
	2,200,000	$	0.06	August 1, 2017
	1,750,000	$	0.06	August 2, 2017
	833,334	$	0.06	September 26, 2017
	125,000	$	0.06	October 5, 2017
	250,000	$	0.17	March 15, 2015
	7,142,855	$	0.15	October 18, 2014
	2,200,000	$	0.06	May 15, 2018
	36,219,264

NOTE 11: STOCKHOLDERS’ EQUITY

Common Stock Issued for Cash and the Exercise of Warrants

In February 2013, the Company issued 60,000 restricted shares of its common stock shares in exchange for $6,000 in exchange for the cancellation of the Additional Investment Rights attached to a convertible note received August 1, 2012. In addition the Company also issued on February 4, 2013 60,000 restricted shares of its restricted stock in exchange for $9,000 in exchange for the cancellation of the warrants attached to the Additional Investment Rights. In addition the Company also issued on February 4, 2013 150,000 restricted shares of its common stock shares for the exercise of warrants for $22,500 cash.

In March 2013 the Company issued 166,666 shares of common stock with a total fair market value of $25,000 to the Chief Executive Office and the Chief Financial Officer of the Company. The fair market value of the shares issued was $0.15 per share. The shares were issued for $25,000 cash.

In March 2013 the Company sold 3,333,333 restricted shares of its common stock for $500,000.

In April 2013, the Company issued 40,000 restricted shares of its common stock shares in exchange for $4,000 in exchange for the cancellation of the Additional Investment Rights attached to a convertible note received August 1, 2012.

In April 2013 the Company sold 2,857,142 restricted shares of its common stock for $300,000.

Common Stock Issued for Services and Prepaid Services

In January 2013 the Company issued 80,000 shares of common stock with a total fair market value of $15,600. The fair market value of the shares was $0.195 per share. The shares were issued to extinguish $7,800 of a current year liability and $7,800 of prepaid liabilities.

In April 2013 the Company issued 500,000 shares of common stock with a total fair market value of $57,500. The fair market value of the shares was $0.115 per share. The shares were issued to a consultant for services.

In May 2013 the Company issued 100,000 shares of common stock with a total fair market value of $7,500. The fair market value of the shares was $0.075 per share. The shares were issued to consultants for services.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 11: STOCKHOLDERS’ EQUITY - continued

Common Stock Issued for the Exercise of Warrants for Services

In January 2013 the Company issued 222,222 shares of common stock with a total fair market value of $20,000. The fair market value if the shares issued was $0.09 per share. The shares were exchanged for 222,222 warrants and were issued for $20,000 worth of current year services.

Common Stock Issued for Accounts Payable and Prepaid Services

In January 2013 the Company issued 35,500 shares of common stock with a total fair market value of $6,000. The fair market value of the shares was $0.17 per share. The shares were issued to extinguish $2,130 of a prior year liability and $2,870 of prepaid services, and $1,000 was recorded as a loss on the transaction.

Common Stock Issued for Convertible Debt

The Company issued 40,509 shares of its common stock and a convertible promissory note in the amount of $101,272 with interest payable at 10% per annum in January 2013 to our major stockholder, who is also a Director. The Note matures in January of 2014. The entire outstanding principal balance and any outstanding fees or interest is due and payable in full on the maturity date. At the option of the holder, the note and interest is convertible into the Company’s common stock at $0.17 per share. The value of the $101,272 debt plus the $0.17 fair market value of the 40,509 shares at the date of the agreement was prorated to arrive at the allocation of the original $101,272 debt and the value of the 40,509 shares and the beneficial conversion feature. The computation resulted in an allocation of $88,376 toward the debt and $6,448 to the shares and $6,448 to the beneficial conversion feature. The $6,448 value of the shares and the $6,448 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $5,914 has been accrued and added to the note payable bringing the total debt balance related to this convertible promissory note to $94,290 as of June 30, 2013. Additionally, $4,632 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the six months ending June 30, 2012.

The Company issued 16,400 shares of its common stock and a convertible promissory note in the amount of $41,000 with interest payable at 10% per annum in January 2013 to our major stockholder, who is also a Director. The Note matures in January of 2014. The entire outstanding principal balance and any outstanding fees or interest is due and payable in full on the maturity date. At the option of the holder, the note and interest is convertible into the Company’s common stock at $0.17 per share. The value of the $41,000 debt plus the $0.17 fair market value of the 16,400 shares at the date of the agreement was prorated to arrive at the allocation of the original $41,000 debt and the value of the 16,400 shares and the beneficial conversion feature. The computation resulted in an allocation of $35,780 toward the debt and $2,610 to the shares and $2,610 to the beneficial conversion feature. The $2,610 value of the shares and the $2,610 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $2,395 has been accrued and added to the note payable bringing the total debt balance related to this convertible promissory note to $38,175 as of June 30, 2013. Additionally, $1,875 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the six months ending June 30, 2013.

The Company issued 20,200 shares of its common stock and a convertible promissory note in the amount of $50,500 with interest payable at 10% per annum in June 2013 to our major stockholder, who is also a Director. The Note matures in June of 2014. The entire outstanding principal balance and any outstanding fees or interest is due and payable in full on the maturity date. At the option of the holder, the note and interest is convertible into the Company’s common stock at $0.069 per share. The value of the $50,500 debt plus the $0.069 fair market value of the 20,200 shares at the date of the agreement was prorated to arrive at the allocation of the original $50,500 debt and the value of the 20,200 shares and the beneficial conversion feature. The computation resulted in an allocation of $47,788 toward the debt and $1,356 to the shares and $1,356 to the beneficial conversion feature. The $1,356 value of the shares and the $1,356 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $113 has been accrued and added to the note payable bringing the total debt balance related to this convertible promissory note to $47,901 as of June 30, 2013. Additionally, $210 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the six months ending June 30, 2013.

Advanced Medical Isotope Corporation

Notes to Condensed Financial Statements

For the six months ended June 30, 2013 (unaudited) and the year ended December 31, 2012

NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION

During the six months ended June 30, 2012, the Company issued 15,000 shares of common stock for an extinguishment of $2,550 worth of debt.

During the six months ended June 30, 2013, the Company issued 35,500 shares of common stock for an extinguishment of $2,130 worth of debt, $2,870 of prepaid expenses, and recorded a loss of $1,000.

During the six months ended June 30, 2013, the Company issued 80,000 shares of common stock for $7,800 worth of services for the six months ending June 30, 2013 and for $7,800 of prepaid services ending June 30, 2013.

During the six months ended June 30, 2013, the Company issued 77,109 shares of stock valued at $20,828 recorded as a reduction to related party notes payable in conjunction with convertible notes for a debt discount.

During the six months ended June 30, 2013, the Company issued 11,015,812 shares of stock to settle convertible notes payable with a principal note balance of $865,896, accrued interest of $41,035, interest expense of $139,717, debt discount of $488,496, and derivative liabilities valued at $865,896.

NOTE 13: SUBSEQUENT EVENTS

In July 2013 the Company drew down $27,000 on an existing note signed January 25, 2013 to an unrelated company. The draw calls for a $2,000 loan fee to be paid from the proceeds. The note is not convertible by the holder for the first 90 days, in which time the Company can repay the note at the rate of the 8% accrued interest plus 50% additional of both the original $27,000 and the accrued interest.

In July 2013 the Company issued an 8% Convertible Promissory Note in the amount of $53,000 to an unrelated company. The note calls for a $3,000 loan fee to be paid from the proceeds. The note is not convertible by the holder for the first 180 days, in which time the Company can repay the note at the rate of the 8% accrued interest plus 50% additional of both the original $53,000 and the accrued interest.

The Company issued 20,200 shares of its common stock and a convertible promissory note in the amount of $50,500 with interest payable at 10% per annum in July 2013 to our major stockholder, who is also a Director. The Note matures in July of 2014.

The Company issued 20,000 shares of its common stock and a convertible promissory note in the amount of $50,000 with interest payable at 10% per annum in August 2013 to our major stockholder, who is also a Director. The Note matures in August of 2014.

In August 2013 the Company sold 214,285 restricted shares of its common stock at $0.07 per share for cash of $15,000. In addition to the common stock shares the Company issued 214,285 $0.10 warrants good until August 5, 2014.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Except for statements of historical fact, certain information described in this Form 10-Q report contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, including our expectations of our future results of operations or financial position, or state other “forward-looking” information. Advanced Medical Isotope Corporation believes that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or to control. Further, we urge you to be cautious of the forward-looking statements which are contained in this Form 10-Q report because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The risk factors in the section captioned “Risk Factors” in Item 1A of our Form 10-K report for the year ended December 31, 2012, as well as other cautionary language in this Form 10-Q report, describe such risks, uncertainties and events that may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on our business, results of operations and financial position.

General Development of Business

Advanced Medical Isotope Corporation (“we” or the “Company”) was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“SMSC”) for the purpose of acquiring or investing in businesses which were developing and marketing active sports products, equipment, and apparel. In April 2000, Earth Sports Products, Inc (“ESP”), a corporation registered in Washington, merged with SMSC. In April 2000, HHH Entertainment, Inc (“HHH”), a Nevada corporation, merged with SMSC. As of the date of merger, HHH was the only stockholder of SMSC.

SMSC had limited activity from inception and was considered dormant from the period May 1, 2000 through December 31, 2005. On September 6, 2006, SMSC changed its name to Advanced Medical Isotope Corporation.

On September 27, 2006, the Company acquired the assets of Neu-Hope Technologies, Inc (“NHTI”), a Florida corporation and a subsidiary of UTEK Corporation (“UTEK”), a Delaware corporation, and $310,000 from UTEK in exchange for 100,000 shares of Series A Preferred Stock (which Series A Preferred Stock was later converted to shares of the Company’s common stock in March 2009). The Company conducted the acquisition in order to obtain cash and NHTI’s technology.

On June 13, 2007, the Company acquired the assets of the life sciences business segment of Isonics Corporation (Isonics), a California corporation. The Company acquired the assets in exchange for $850,000 cash payment for the purpose of combining the assets into our business of marketing medical isotopes. The assets acquired consist of intellectual property, agreements with third party companies for purchase and marketing of isotopes, customer lists, and equipment located in Buffalo, New York.

On August 1, 2007, the Company began renting office and warehouse space, known as the Production Facility located in Kennewick, Washington. Through this facility and the use of a proton linear accelerator, on June 30, 2008 we began offering regional distribution of F-18 (FDG).

On October 28, 2010, the Company received $1,215,000 net proceeds from the Department of Energy grant for the Proposed Congressionally Directed Project entitled “Research to Develop and Test an Advanced Resorbable Brachytherapy Seed Research for Controlled Delivery of Yttrium-90 Microspheres in Cancer Treatment.” This grant reimburses the Company for anticipated expenditures related to the development of its Brachytherapy project since April 1, 2010. The Company projects this project could cost approximately $5,500,000; however, the Company recognizes the costs could be as high as $8,000,000 before it gets to production.

On October 29, 2010, the Company received notification it had been awarded $244,479 grant funds from the Qualified Therapeutic Discovery Project Program for this same Brachytherapy Project. The $244,479 grant was received February 4, 2011. This grant reimburses the Company for eligible expenditures made during the twelve months ended December 31, 2010.

On October 29, 2010, the Company received notification it had been awarded $244,479 grant funds from the Qualified Therapeutic Discovery Project Program for the Molybdenum Project. On December 3, 2010, the Company received $205,129 and the remaining $39,350 of the grant was received February 4, 2011. The grant funds received in 2010 reimburses the Company for eligible expenditures made during the twelve months ended December 31, 2009.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a company that has a limited amount of revenue and that has accumulated deficits since inception. If we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy.

Narrative Description of Business

We are engaged in the production and distribution of medical isotopes and medical isotope technologies that are changing the practice of medicine and ushering in a new era of improved patient care. Isotopes are a form of chemical element with the same atomic number as another element but with a different atomic mass. Medical isotopes are used in molecular imaging, therapy, and nuclear medicine to diagnose, manage and treat diseases.

Over 10,000 hospitals worldwide use radioisotopes in medicine, and about 90% of the procedures are for diagnosis. The most common radioisotope used in diagnosis is technetium-99, with some 30 million procedures per year, accounting for 80% of all nuclear medicine procedures worldwide. In developed countries (26% of world population), the frequency of diagnostic nuclear medicine is 1.9% per year, and the frequency of therapy with radioisotopes is about one tenth of this. In the United States there are some 18 million nuclear medicine procedures per year among 311 million people, and in Europe about 10 million among 500 million people. In Australia there are about 560,000 per year among 21 million people, 470,000 of these using reactor isotopes. The use of radiopharmaceuticals in diagnosis is growing at over 10% per year. All of the information in this paragraph is derived from “Radioisotopes in Medicine” (updated October 2011) posted by the World Nuclear Association at www.world-nuclear.org/info/inf55.html.

We employ innovative production methods to offer a wide range of reliable, domestically produced medical isotopes as well as in vivo delivery systems to aid medical practitioners and medical researchers in the timely diagnosis and effective treatment of diseases such as cancer, heart disease, neurological disorders, and many other medical conditions.

Our objective is to empower physicians, medical researchers, and ultimately, patients, by providing them with essential medical isotopes that, until now, have not been practical or economical to produce, in an effort to detect, manage, and cure human disease, and improve the lives of patients.

We are reviewing possible acquisition candidates as a means of achieving our objective.

Products

We currently offer the following products:

Stable Isotopes:

We currently offer worldwide distribution of O-18 enriched water and a wide range of other stable isotopes. Our product line of stable isotopes includes the following elements: Antimony, Barium, Cadmium, Calcium, Cerium, Chromium, Copper, Dysprosium, Erbium, Europium, Gadolinium, Gallium, Germanium, Hafnium, Indium, Iron, Krypton, Lanthanum, Lead, Lutetium, Magnesium, Mercury, Molybdenum, Neodymium, Nickel, Osmium, Palladium, Platinum, Potassium, Rhenium, Rubidium, Ruthenium, Samarium, Selenium, Silicon, Silver, Strontium, Sulphur, Tellurium, Thallium, Tin, Titanium, Tungsten, Vanadium, Xenon, Ytterbium, Zinc, and Zirconium.

Radiopharmaceuticals:

Many of our products are used in connection with Positron Emission Tomography (“PET”). In cancer, changes in biochemistry occur before tumor mass forms. As a result, PET can often identify the presence of disease earlier than a test which looks for a tumor mass. Isotopes identified by PET include radiopharmaceutical Fluorodeoxyglucose (“FDG”), a sugar compound that is labeled with radioactive fluoride.

F-18 FDG: We currently offer regional distribution of F-18 FDG from our Kennewick, WA production facility. Other regional production facilities are being considered throughout the U.S. and abroad.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Products - continued

Radio Chemicals:

F-18: We currently offer regional distribution of F-18 from our Kennewick, WA production facility. Other regional production facilities are being considered throughout the U.S. and abroad. This is the primary PET imaging isotope. It is used for medical and diagnostic purposes, such as cancer detection, heart imaging, and brain imaging.

Strontium-82: Used as a myocardial imaging agent, early detection of coronary artery disease, PET imaging, blood flow tracers.

Germanium-68: It is used for study of thrombosis and atherosclerosis, PET imaging, detection of pancreatic cancer, and attenuation correction.

Actinium-225: Used for advanced research in therapy of leukemia and other cancers. We believe that it holds great promise for treating HIV/AIDS, and we are negotiating with a foreign manufacturer to commence U.S. shipments.

Generators:

Strontium-82/Rubidium-82 generators: Used as a myocardial imaging agent, early detection of coronary artery disease, PET imaging, blood flow tracers. We have access via a foreign manufacturer and are in negotiations with a domestic source.

Germanium-68/Gallium-68 generators: It is used for study of thrombosis and atherosclerosis, PET imaging, detection of pancreatic cancer, and attenuation correction. We have access via a foreign manufacturer.

Actinium-225/Bismuth-213 generators: Actinium-225 is the parent of Bismuth-213, an isotope which has been used in animal trials to kill human HIV virus. Bismuth-213 has been used in human clinical trials for the treatment of Acute Myelogenous Leukemia (AML). We are negotiating with a foreign manufacturer for a new patented process to commence manufacturing in the U.S.

Potential New Products

Within the next several years, we intend to offer the following products:

A Brachytherapy seed with a Fast-dissolving Matrix for Optimized Delivery of Radionuclides; and a Brachytherapy treatment utilizing a radiogel technology.

Carbon-11: Used in cancer diagnosis/staging. Radiotracer in PET scans to study normal/abnormal brain functions related to various drug addictions and is also used to evaluate disease such as Alzheimer’s, epilepsy, Parkinson’s and heart disease.

Cobalt-57: Used for gamma camera calibration. Also used as radiotracer in research and a source for X-ray fluorescence spectroscopy.

Copper-64: PET scanning, planar imaging, SPECT imaging, dosimetry studies, cerebral and myocardial blood flow. This isotope is used in stem cell research, and cancer treatments.

Iodine-123: Used in brain, thyroid, kidney, and myocardial imaging, cerebral blood flow (ideal for imaging) and neurological disease (Alzheimer's).

Molybdenum-99 / Technitium 99: It is the favored choice among medical professionals because its chemical properties allow it to be bonded to many different chemical materials, thus allowing use for a wide variety of diagnoses. Up to 90% of all procedures involving medical isotopes use this isotope.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Status of New Products - continued

Thallium-201: Used in clinical cardiology, heart imaging, myocardial perfusion studies and cellular dosimetry.

Iodine-124: This is a radiotracer primarily used in PET imaging and to create images of human thyroid. Other treatment uses include apoptosis, cancer biotherapy, glioma, heart disease, mediastinal micrometastases, and thyroid cancer.

Indium-111: In-111 Chloride bulk solution for U.S. distribution. This radio chemical is used for infection imaging, cancer treatments, and tracer studies.

Manufacturing

The cornerstone equipment selected for our production center is a proton linear accelerator. Our proton linear accelerator is designed to replace large and demanding cyclotron systems for the production of positron emitting isotopes. Large amounts of fluorine-18, carbon-11, nitrogen-13, and oxygen-15 can be produced for synthesis into compounds used in oncology, cardiology, neurology, and molecular imaging. The radio-labeled glucose analog, FDG, can be synthesized and distributed for use in Positron Emission Tomography.

Based on our experience in the industry, it is our belief that no other accelerator in North America has sufficient flexibility to produce the full spectrum of PET imaging radioisotopes, as well as other high-demand isotopes, both short and long lived, for diagnostic and therapeutic applications.

We are also engaged in a number of collaborative efforts with U.S. national laboratories and universities, along with several international teaming partners. These collaborative effort projects include complementary isotope manufacturing technologies as well as isotope devices. We have entered into agreements to produce isotopes in conjunction with the University of Missouri at Columbia, Pacific Northwest National Laboratory, operated by Battelle, and the University of Utah.

In May 2008, we entered into a research agreement with the University of Utah related to the use of brachytherapy seeds for cancer treatments. Pursuant to the research agreement, we paid the University total project costs of $45,150 in 2008 and 2009 for that research. We plan to work with the University of Utah to develop and manufacture cancer treatments using brachytherapy seeds.

In June 2008, we entered into a research agreement with the University of Missouri related to the production of radio isotopes. Pursuant to the research agreement, we paid the University total project costs of $67,500 during 2009 and 2010. We also entered into a one year option agreement in June 2008, which was extended for another year in June 2009, with the University of Missouri. The option agreement gave us the option to enter into a licensing agreement to utilize certain intellectual property held by the University of Missouri for the production of medical, research, and industrial radioisotopes. In May 2010, we exercised our option agreement by entering into a License Agreement for the Patent Rights in the area of radioisotope production using electron beam accelerator(s) for creating short lived radioisotopes such as Molybdenum-99 and Technetium-99 with the University of Missouri. This Agreement calls for a $10,000 nonrefundable fee paid upon execution, a royalty agreement on sales, and an equipment licensing fee on equipment sales. Additionally, the Agreement calls for a milestone payment of $250,000, due and payable five years after the May 14, 2010 effective date of this agreement and a milestone payment of $250,000, due and payable upon reaching $50,000,000 in cumulative net sales. The University has the right to either terminate or render the license non-exclusive in a licensed field or individual countries if the Company (i) has not demonstrated within 3 years after the effective date of this agreement access to $25,000,000 of available operating capital to proceed with commercialization of licensed products in such a manner as to cause the expenditure of that capital 4 years after the effective date; (ii) has not within 3 years after the effective date obtained the University’s approval of a new commercialization plan for licensed products not previously introduced by the Company into commercial use; or (iii) has not within 5 years after the effective date achieved, or does not each year thereafter maintain, sales levels of licensed products that result in specified royalties to the University.

In August 2010, we made a $10,000 investment for an exclusive license agreement with Battelle Memorial Institute regarding its technology for the production of a Brachytherapy seed. This license agreement calls for a $10,000 nonrefundable license fee and a royalty based on a percent of net sales for licensed products sold; the license agreement also contains a minimum royalty amount to be paid each year starting with $2,500 due January 2012, which has not yet been paid.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Manufacturing - continued

In February 2011, we paid $5,000 for a one year option agreement to negotiate an exclusive license agreement with Battelle Memorial Institute regarding its patents for the production of a radiogel technology. This option agreement calls for a $5,000 upfront fee for the option, which expired February 2012. Effective March 2012, we entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its patented radiogel technology. This license agreement calls for a $17,500 nonrefundable license fee and a royalty based on a percent of gross sales for licensed products sold; the license agreement also contains a minimum royalty amount to be paid each year starting with 2013.

Competitors

The suppliers of radioisotopes for diagnosis, treatment, and research for a wide variety of diseases, in particular cancer, vary in size and product offerings. Competition is limited because there are many barriers to entry, including regulatory hurdles, including licensing, government approvals and capital outlays associated with starting an isotope company. Many current competitors are international companies.

Further, competition is limited as some suppliers are closing their facilities or limiting their production. At one time, the U.S. government was supposed to be the source of medical isotopes, but over the course of the last two decades, it has either closed or failed to adequately fund its production facilities.

About 90% of all the non PET radioisotopes used in the United States are imported from two companies, Nordion Inc. (formerly MDS Inc.) and Covidien (formerly Mallinckrodt). The remaining 10% that are produced in the United States are manufactured in a fragmented, piecemeal manner with companies producing a single isotope instead of a wide variety.

Employees

As of June 30, 2013, we had ten employees, of whom three were full-time employees. At any given time, we utilize eight to ten independent contractors to assist with our operations. We do not have a collective bargaining agreement with any of our employees, and we believe our relations with our employees are good.

Raw Materials

Some of the materials used in the products we manufacture are currently available only from a limited number of suppliers, many of which are international suppliers. We obtain many of our stable isotopes from suppliers in Russia. The Company plans to expand the availability of its supplies and products utilizing manufacturing capability at reactors located at the U.S. Department of Energy's National Laboratories (“National Laboratories”) as well as production capabilities at various universities and foreign countries other than Russia. This strategy is intended to reduce the risk associated with concentrating isotope production at a single facility. We obtain supplies, hardware, handling equipment and packaging from several different U.S. and foreign suppliers.

Customers

Our customers for sales of stable isotopes have included a broad range of hospitals, universities, research centers and national laboratories, in addition to academic and government institutions. These customers are located in essentially all major U.S. and international markets.

Our sales for 2012 consisted of F-18 (97.5% of total revenues) and Consulting Income (2.5% of total revenues). We had no sales of stable isotopes in 2012 due to the decrease in profit margins for that product; however we are looking into selling more stable isotopes in 2013 and beyond due to the possibility of obtaining lower prices from our vendors. Sales of F-18 for 2012 were to two regional hospitals, Kadlec Hospital in Richland, Washington and Kennewick General Hospital in Kennewick, WA. Consulting revenues consist of providing a company with assistance in strategic targetry services, and research into production of radiophamaceuticals and the operations of radioisotope production facilities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Patents, Trademarks, Licenses

License Agreement:

The Company has made the following investments in patent licenses and intellectual property during 2012:

In February 2011, the Company paid $5,000 for a one year option agreement to negotiate an exclusive license agreement with Battelle Memorial Institute regarding its patents for the production of a radiogel technology. This option agreement calls for a $5,000 upfront fee for the option, which expired February 2012. This fee was fully expensed in the twelve months ended December 31, 2011. Effective March 2012, we entered into an exclusive license agreement with Battelle Memorial Institute regarding the use of its patented radiogel technology. This license agreement calls for a $17,500 nonrefundable license fee and a royalty based on a percent of gross sales for licensed products sold; the license agreement also contains a minimum royalty amount to be paid each year starting with 2013.

Patent filing costs totaling $77,412, were capitalized during the twelve months ended December 31, 2012; resulting in a total $360,475 of capitalized patents and intellectual property at December 31, 2012. The patents are pending and are being developed, and as such, the patents and filing costs associated with them are not being amortized. Management has determined the economic life of the patents to be 10 years, and amortization, over such 10-year period and on a straight-line basis, will begin once the patents have been issued and the Company begins utilization of the patents through production and sales, resulting in revenues. The Company evaluates the recoverability of intangible assets, including patents on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows.

Patent filing costs totaling $7,715, and $60,807 were capitalized during the six months ended June 30, 2013, and 2012; resulting in a total $368,190 of capitalized patents at June 30, 2013. The patents are pending and are being developed, and as such, they are not being amortized. Management has determined the economic life of the patents to be 10 years, and amortization, over such 10-year period and on a straight-line basis, will begin once the patents have been issued and the Company begins utilization of the patents through production and sales, resulting in revenues. The Company evaluates the recoverability of intangible assets, including patents on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows.

Research and Development

The costs expensed in the six months ended June 30, 2013 and 2012 were $259,121 and $425,546, respectively. The $425,546 spent for the six months ended June 30, 2012 were $168,283 towards the Brachytherapy Project and $257,263 towards the Molybdenum Project. The $259,121 spent for the six months ended June 30, 2013 were $241,290 towards the Brachytherapy Project and $17,831 towards the Molybdenum Project and consists of the following:

	Brachytherapy		Molybdenum
Supplies	$	-	$	-
Amortization		4,028		1,389
Conferences & seminars		-		-
Depreciation expense		-		-
Marketing		-		-
Office Supplies		-		-
Payroll and benefits		61,483		1,680
Consulting fees		31,374		12,624
Consulting fees – stock based		-		-
Legal fees		-		-
Research		144,405		-
Stock options granted		-		-
Telephone		-		-
Travel		-		2,138
Total	$	241,290	$	17,831

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Results of Operations

Comparison of the Six Months Ended June 30, 2013 and 2012

The following table sets forth information from our statements of operations for the six months ended June 30, 2013 and 2012.

	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Revenues	$	24,804			$	116,018

Operating expenses		2,703,374				2,181,325

Operating loss		(2,678,570	)			(2,065,307	)
Non-operating income (expense)
Recognized income from grants		241,290				168,283
Gain (loss) on derivative liability		2,159,021				-
Net loss on settlement		(171,533	)			(550	)
Interest expense		(819,365	)			(356,605	)
Net income (loss)	$	(1,269,160	)		$	(2,254,179	)

Revenue

Revenue was $24,804 for the six months ended June 30, 2013 and $116,018 for the six months ended June 30, 2012. The decrease was the result of F-18 sales. In July 2008 we established our linear accelerator production center and began the production and marketing of F-18 in August 2008. F-18 sales accounted for $21,750 of the total six months ended June 30, 2013 revenues and $109,910 of the total six months ended June 30, 2012 revenues. Revenues for F-18 were lower in the six months ended June 30, 2013 as a result of our linear accelerator being down and having no production for several months; thereby decreasing the number of doses sold for the six months ended June 30, 2013 (72) from the six months ended June 30, 2012 (388). Consulting revenues consisted of $3,054 and $6,108 of the total six months ended June 30, 2013 and 2012 revenues. Consulting revenues consist of providing a company with assistance in strategic targetry services, and research into production of radiophamaceuticals and the operations of radioisotope production facilities. No proprietary information belonging to our Company is shared during the process of this consulting.

Revenue for the six months ended June 30, 2013 and 2012 consists of the following:

	Six months ended June 30, 2013		Six months ended June 30, 2012
F-18	$	21,750	$	109,910
Consulting		3,054		6,108
	$	24,804	$	116,018

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Operating Expenses

Operating expenses for the six months ended June 30, 2013 and 2012 was $2,703,374 and $2,181,325, respectively. The increase in operating expenses from 2012 to 2013 can be attributed to the increase in Stock Options Granted expense ($412,980 for the six months ended June 30, 2012 versus $517,881 for the six months ended June 30, 2013); and the increase of General and Administrative Expenses ($284,499 for the six months ended June 30, 2012 versus $1,026,478 for the six months ended June 30, 2013). Part of this increase in expenses was offset by an decrease in Cost of Materials ($35,152 for the six months ended June 30, 2012 versus $4,559 for the six months ended June 30, 2012); the decrease in Depreciation and Amortization expenses ($280,292 for the six months ended June 30, 2012 versus $201,817 for the six months ended June 30, 2013); and the decrease in Professional Fees expenses ($794,228 for the six months ended June 30, 2012 versus $486,689 for the six months ended June 30, 2013).

Operating expenses for the six months ended June 30, 2013 and 2012 consists of the following:

	Six Months Ended June 30, 2013		Six Months Ended June 30, 2012
Cost of materials	$	4,559	$	35,152
Depreciation and amortization expense		201,817		280,292
Professional fees		486,689		794,228
Stock options granted		517,881		412,980
Payroll expenses		458,888		365,515
General and administrative expenses		1,026,478		284,499
Sales and marketing expense		7,062		8,659
	$	2,703,374	$	2,181,325

Non-Operating Income (Expense)

Non-operating income (expense) for the six months ended June 30, 2013 varied from the six months ended June 30, 2012 primarily due to an increase of gain on derivative liability from $0 for the six months ended June 30, 2012 to $2,159,021 for the six months ended June 30, 2013; and an increase in recognized income from grants from $168,283 for the six months ended June 30, 2012 to $241,290 for the six months ended June 30, 2013.. Part of this increase in non-operating income was offset by an increase in interest expense $(819,368) for the six months ended June 30, 2013 versus $(356,605) for the six months ended June 30, 2012); and an increase in net loss on settlement of debt expense ($171,533) for the six months ended June 30, 2013 versus $(550) for the six months ended June 30, 2012).

Non-Operating income (expense) for the six months ended June 30, 2013 and 2012 consists of the following:

	Six months ended June 30, 2013			Six months ended June 30, 2012
Interest expense	$	(819,368	)	$	(356,605	)
Net loss on settlement of debt		(171,533	)		(550	)
Recognized income from grants		241,290			168,283
Gain on derivative liability		2,159,021			-
	$	1,409,410		$	(188,872	)

Net Loss

Our net loss for the six months ended June 30, 2013 and 2012 was $1,269,160 and $2,254,179, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Results of Operations

Comparison of the three Months Ended June 30, 2013 and 2012

The following table sets forth information from our statements of operations for the three months ended June 30, 2013 and 2012.

	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Revenues	$	-			$	67,434

Operating expenses		1,183,239				1,076,439

Operating loss		(1,183,239	)			(1,009,005	)
Non-operating income (expense)
Recognized income from grants		192,860				112,917
Net gain (loss) on settlement of debt		(53,502	)			-
Gain on derivative liability		795,112				-
Interest expense		(414,878	)			(205,313	)
Net income (loss)	$	(663,647	)		$	(1,101,401	)

Revenue

Revenue was $0 for the three months ended June 30, 2013 and $67,434 for the three months ended June 30, 2012. The decrease was the result of F-18 sales. In July 2008 we established our linear accelerator production center and began the production and marketing of F-18 in August 2008. F-18 sales accounted for $0 of the total three months ended June 30, 2013 revenues and $64,380 of the total three months ended June 30, 2012 revenues. Revenues for F-18 were lower in the three months ended June 30, 2013 as a result of our linear accelerator being down and having no production for the three months; thereby decreasing the number of doses sold for the three months ended June 30, 2013 (0) from the three months ended June 30, 2012 (236). Consulting revenues consisted of $0 and $3,054 of the total revenue for the three months ended June 30, 2013 and 2012, respectively. Consulting revenues consist of providing a company with assistance in strategic targetry services, and research into production of radiophamaceuticals and the operations of radioisotope production facilities.

Revenue for the three months ended June 30, 2013 and 2012 consists of the following:

	Three months ended June 30, 2013		Three months ended June 30, 2012
F-18	$	-	$	64,380
Consulting		-		3,054
	$	-	$	67,434

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Results of Operations – Comparison of the Three Months Ended June 30, 2013 and 2012 - continued

Operating Expenses

Operating expenses for the three months ended June 30, 2013 and 2012 were $1,183,239 and $1,076,439, respectively. The increase in operating expenses from 2012 to 2013 can be attributed to the increase in Payroll Expenses ($269,053 for the three months ended June 30, 2013 versus $181,145 for the three months ended June 30, 2012), and General and Administrative Expenses ($454,407 for the three months ended June 30, 2013 versus $174,598 for the three months ended June 30, 2012. These increases were partially offset by a decrease in Depreciation and Amortization ($100,911 for the three months ended June 30, 2013 versus $140,814 for the three months ended June 30, 2012), and Stock Options Granted ($114,281 for the three months ended June 30, 2013 versus $295,980 for the three months ended June 30, 2012)

Operating expenses for the three months ended June 30, 2013 and 2012 consists of the following:

	Three Months Ended June 30, 2013		Three Months Ended June 30, 2012
Cost of materials	$	-	$	18,293
Depreciation and amortization expense		100,911		140,814
Professional fees		238,425		257,984
Stock options granted		114,281		295,980
Payroll expenses		269,053		181,145
General and administrative expenses		454,407		174,598
Sales and marketing expense		6,162		7,625
	$	1,183,239	$	1,076,439

Non-Operating Income (Expense)

Non-operating expense for the three months ended June 30, 2013 and 2012 was $519,592 and $(92,396), respectively. The decrease in non-operating expense was due to an increase in Gain on Derivative Liability ($795,112 for the three months ended June 30, 2013 and $0 for the three months ended June 30, 2012), and Recognized income from Grants ($192,860 for the three months ended June 30, 2013 versus $112,917 for the three months ended June 30, 2012). This decrease was partially offset by an increase in interest expense ($414,878 for the three months ended June 30, 2013 versus $205,313 for the three months ended June 30, 2012), and an increase in the Net Loss on Settlement of Debt ($53,502 for the three months ended June 30, 2013 versus $0 for the three months ended June 30, 2012)

Non-Operating income (expense) for the three months ended June 30, 2013 and 2012 consists of the following:

	Three months ended June 30, 2013			Three months ended June 30, 2012
Interest expense	$	(414,878	)	$	(205,313	)
Net gain (loss) on settlement of debt		(53,502	)		-
Recognized income from grants		192,860			112,917
Gain on derivative liability		795,112			-
	$	519,592		$	(92,396	)

Net Loss

Our net loss for the three months ended June 30, 2013 and 2012 was $663,647and $1,101,401, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Liquidity and Capital Resources

At June 30, 2013, we had negative working capital of $8,237,437, as compared to $6,988,183 at June 30, 2012. During the six months ended June 30, 2013 we experienced negative cash flow from operations of $1,495,413 and we expended $7,715 for investing activities while adding $1,503,703 of cash flows from financing activities. As of June 30, 2013, we had $0 commitments for capital expenditures.

Cash used in operating activities increased from $795,880 for the six month period ending June 30, 2012 to $1,495,413 for the six month period ending June 30, 2013. Cash used in operating activities was primarily a result of gain on our net loss, and by non-cash items, such as amortization and depreciation, included in that net loss, offset by gain on derivative liability and a decrease in payroll liabilities. Cash used in investing activities decreased from $78,307 for the six month period ended June 30, 2012 to $7,715 for the six month period ended June 30, 2013. Cash was used to acquire patents and intellectual property during the 2013 six month period and patents and intellectual property during the 2012 six month period. Cash provided from financing activities increased from $835,473 for the six month period ending June 30, 2012 to $1,503,703 for the six month period ending June 30, 2013. The increase in cash provided from financing activities was primarily a result of increase in proceeds from the sale of common stock and from the proceeds from convertible debt.

We have generated material operating losses since inception. We have incurred a net loss of $31,049,830 from January 1, 2006 through June 30, 2013, including a net loss of $1,269,160 for the six months ended June 30, 2013, and a net loss of $2,254,179 for the six months ended June 30, 2012. We expect to continue to experience net operating losses. Historically, we have relied upon investor funds to maintain our operations and develop our business. We anticipate raising additional capital within the next twelve months from investors for working capital as well as business expansion, although we can provide no assurance that additional investor funds will be available on terms acceptable to us. If we are unable to obtain additional financing to meet our working capital requirements, we may have to curtail our business.

We have modified our growth and operating plans as a result of our continuing losses. The going concern disclosure in Note 1 to our audited financial statements for the year ended December 31, 2012 anticipated that we would need $1.5 million in funds over the next twelve months to maintain current operation activities. As a result of changes and additions to our business plans, our current cash run rate is approximately $1.5 million.

Based on the current cash run rate, approximately $1,500,000 will be needed to fund operations for an additional year. As disclosed in the risk factors set forth in our Form 10-K report for the year ended December 31, 2011, we are presently taking steps to raise additional funds to continue operations for the next 12 months and beyond. We will need to raise an additional $15,000,000 in the next year to develop an infrastructure for Brachytherapy production and distribution as well as to initiate a Molybdenum 99 production facility. However, we may choose to further modify our growth and operating plans to the extent of available funding, if any.

The recent economic events, including the substantial decline in global capital markets, as well as the lack of liquidity in the capital markets, could impact our ability to obtain financing and our ability to execute our business plan. Although market conditions have deteriorated, we believe healthcare institutions will continue to purchase the medical solutions that we distribute. Having only modest sales since our inception, we are unable to determine the effect of the recent economic crises on our sales.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Liquidity and Capital Resources - continued

Contractual Obligations (payments due by period as of June 30, 2013)

Contractual Obligation	Total Payments Due		Less than 1 Year		1-3 Years		4-5 Years		More than 5 Years
Capital Lease Obligation	$	435,287	$	175,287	$	260,000	$	-	$	-
License Agreement with Battelle Memorial Institute	$	138,500	$	5,000	$	33,500	$	75,000	$	25,000 each year

The capital lease obligations represent two lease agreements for $1,875,000 and $631,000, secured by equipment and personal guarantee of two of our major stockholders, which we obtained during September 2007. The purpose of the lease agreements was to acquire a Pulsar 10.5 PET Isotope Production System for a contracted amount of $1,875,000 plus ancillary equipment and facility for $631,000.

We were in default on the capital lease obligation as of December 31, 2008 due to failure to maintain the minimum debt service coverage ratio identified in the Lease by an amount of $35,000 as per notice from the debtor. We believed at the time of the issuance of the December 31, 2008 financial statements that we had remedied the default which existed at year end. Accordingly we recorded a current and long term portion of the capital leases. Subsequent to the issuance of the December 31, 2008 financial statements, we determined that more likely than not that the Company is in default of the terms of the capital leases. Accordingly we recorded the entire value of the leases as a current obligation. The Company was in default on the capital lease obligation as of December 31, 2009 due to failure to maintain the minimum debt service ratio identified in the lease. However, the Company was in compliance with the minimum debt service coverage ratio stipulated in the loan covenants at December 31, 2010 and accordingly recognized current and long term portions of the lease on its balance sheet at December 31, 2010. We were in default on a covenant in the capital lease obligations as of December 31, 2011 due to failure to maintain the minimum debt service ratio required by the leases. Accordingly we recorded the entire value of the leases as a current obligation in our audited December 31, 2011 financial statements. However, the Company was in compliance with the minimum debt service coverage ratio stipulated in the loan covenants at December 31, 2012 and accordingly recognized current and long term portions of the lease on its balance sheet at December 31, 2012. The reason the Company was able to come into compliance with the minimum debt service coverage ratio stipulated in the loan covenants was due to the additional convertible debt raised during the twelve months ended December 31, 2012.

We began renting office and warehouse space effective August 1, 2007, located in Kennewick, Washington from a non-affiliated stockholder. The lease agreement calls for monthly rental payments starting at $3,500, increasing every August 1st until they become $4,762 as of August 1, 2011 and continue through the month ended July 31, 2012. Subsequent to July 31, 2012, the Company is renting this space on a month to month basis at $11,904 per month. During the year ended December 31, 2012 the Company incurred rent expenses for this facility totaling $88,087. During the three months ended March 31, 2013 and 2012 the Company incurred rent expenses for this facility totaling $35,712 and $14,284, respectively. In addition, the lease agreement calls for the issuance of $187,500 in common stock valued at $0.40 per share for a total of 416,667 shares. The Company recognized the issuance of all 416,667 shares in 2007 and will amortize the $187,500 value of that stock over the sixty month term of the lease. For the twelve months ended December 31, 2012 the Company amortized $21,875 of this stock issuance and recognized it as rent expense. For the six months ended June 30, 2013 and 2012 the Company amortized $0 and $18,750, respectively, of this stock issuance and recognized it as rent expense.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Critical Accounting Policies

The Securities and Exchange Commission (“SEC”) defines “critical accounting policies” as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivables are stated at the amount that management of the Company expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Additions to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received subsequent to the time that an account is written off are considered bad debt recoveries. As of June 30, 2013, the Company has experienced no bad debt write offs from operations.

Inventory

Inventory is reported at the lower of cost or market, determined using the first-in, first-out basis, or net realizable value. All inventories consist of Finished Goods. The company had no Raw Materials or Work in Process.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Fixed Assets

Fixed assets are carried at the lower of cost or net realizable value. Production equipment with a cost of $2,500 or greater and other fixed assets with a cost of $1,500 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

Depreciation is computed using the straight-line method over the following estimated useful lives:

Production equipment	3 to 7 years
Office equipment	2 to 5 years
Furniture and fixtures	2 to 5 years

Leasehold improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset.

Management of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. These reviews consider the net realizable value of each asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment write-down.

The types of events and circumstances that management believes could indicate impairment are as follows:

A significant decrease in the market price of a live-lived asset.

A significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition.

A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator.

An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset.

A current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset.

A current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

The fair value of assets is first determined by quoted market prices, if available. Otherwise, the estimate of fair value is based on the best information available in the circumstances, including prices for similar assets and the results of using other valuation techniques. If quoted market prices are not available a present value technique is often the best available valuation technique with which to estimate fair value. It is believed that an expected present value technique is superior to a traditional present value technique, especially in situations in which the timing or amount of estimated future cash flows is certain.

The traditional approach is useful for many measurements, especially those in which comparable assets and liabilities can be observed in the marketplace. However, the traditional approach does not provide the tools needed to address some complex measurement problems, including the measurement of nonfinancial assets and liabilities for which no market for the item or a comparable item exists. The traditional approach places most of the emphasis on selection of an interest rate. A proper search for “the rate commensurate with the risk” requires analysis of at least two items – one asset or liability that exists in the marketplace and has an observed interest rate and the asset or liability being measured. The appropriate rate of interest for the cash flows being measured must be inferred from the observable rate of interest in some other asset or liability and, to draw that inference, the characteristics of the cash flows must be similar to those of the asset being measured.

Although management has made its best estimate of the factors that affect the carrying value based on current conditions, it is reasonably possible that changes could occur which could adversely affect management’s estimate of net cash flows expected to be generated from its assets, and necessitate asset impairment write-downs.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

License Fees

License fees are stated at cost, less accumulated amortization. Amortization of license fees is computed using the straight-line method over the estimated economic useful life of the assets. The Company periodically reviews the carrying values of patents and any impairments are recognized when the expected future operating cash flows to be derived from such assets are less than their carrying value.

Patents and Intellectual Property

The Company has determined that the economic life of its patents and intellectual property to be 10 years and will begin amortization over such 10-year period and on a straight-line basis once the patents have been issued and the Company begins utilization of the patents through production and sales, resulting in revenues. The Company evaluates the recoverability of intangible assets, including patents on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows.

Revenue Recognition

The Company recognized revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Revenue for the six months ended June 30, 2013 and for the six months ended June 30, 2012 consisted of the sales of Flouride 18 and Consulting Revenue. The Company recognizes revenue once an order has been received and shipped to the customer or services have been performed. Prepayments, if any, received from customers prior to the time products are shipped are recorded as deferred revenue. In these cases, when the related products are shipped, the amount recorded as deferred revenue is recognized as revenue. The Company does not accrue for sales returns and other allowances as it has not experienced any returns or other allowances.

Income from Grants and Deferred Income

Net Loss Per Share

The Company accounts for its income (loss) per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic earnings/loss per share is computed by dividing income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued.

Securities, all of which represent common stock equivalents, that could be dilutive in the future as of June 30, 2013 and June 30, 2012 are as follows:

	June 30, 2013		June 30, 2012
Convertible debt		29,422,495		18,589,516
Common stock warrants		36,219,264		-
Common stock options		10,365,000		10,335,000
Total potential dilutive securities		76,006,759		28,924,516

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Research and Development Costs

Research and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. There were no tradeshow expenses incurred and not expensed as of the six months ended June 30, 2013 and 2012. During the six months ended June 30, 2013 and 2012, the Company incurred $7,062 and $8,659, respectively, in advertising marketing costs.

Shipping and Handling Costs

Shipping and handling costs are expensed as incurred and included in cost of product sales.

Legal Contingencies

In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, the Company does not believe any probable legal proceedings or claims will have a material impact on its financial position or results of operations. However, if actual or estimated probable future losses exceed the Company’s recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred.

Income Taxes

To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition.

The Company files income tax returns in the U.S. federal jurisdiction, and Delaware. The Company did not have any tax expense for the year ended December 31, 2012 or the six months ended June 30, 2013. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2012 or on June 30, 2013.

Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company's financial statements. For the year ended December 31, 2012 and the six months ended June 30, 2013, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease during the year 2013.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Fair Value of Financial Instruments

The carrying amounts of cash, receivables and accrued liabilities approximate fair value due to the short-term maturity of the instruments.

Stock-Based Compensation

The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests.

We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services.

Recently Issued Accounting Pronouncements

The Company reviews recently issued accounting pronouncements on a quarterly basis. As of June 30, 2013 there are no recently issued accounting pronouncements that the Company believes are applicable or would have a material impact on the financial statements of the Company.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not applicable to us because we are a smaller reporting company as defined by Rule 12b-2 under the Securities Exchange Act of 1934.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based on an evaluation as of the date of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, because of a previously disclosed material weakness in our internal control over financial reporting, our disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during this current fiscal quarter (our second fiscal quarter of 2013) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

PART II

Item 1A. Risk Factors.

There have been no material changes to the risk factors set forth in Item 1A in our Form 10-K report for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Common Stock Issued for Cash and the Exercise of Warrants

Item 6. Exhibits.


Exhibit
Number		Description
10.1		Form of Non-Statutory Stock Option Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 15, 2012).
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
32.1	*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase
101.LAB	*	XBRL Taxonomy Extension Label Linkbase
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADVANCED MEDICAL ISOTOPE CORPORATION

Date: August 14, 2013	By:	/s/ James C. Katzaroff
	Name:	James C. Katzaroff
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)


Date: August 14, 2013	By:	/s/ L. Bruce Jolliff
	Name:	L. Bruce Jolliff
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)