ADVANCED MEDICAL ISOTOPE Corp (Form: 10-K, Received: 03/23/2012 16:12:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number: 0-53497

ADVANCED MEDICAL ISOTOPE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	80-0138937
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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	o	Smaller Reporting Company	x
(Do not check if a smaller reporting company)

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2011 based on the price at which the common equity was last sold on such date ($0.20 per share) was approximately $6,333,515. Shares of common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.

As of March 12, 2012, there were 74,758,899 shares of the registrant’s Common Stock outstanding.

Advanced Medical Isotope Corporation

Report on Form 10-K

TABLE OF CONTENTS

PART I.
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 8.	Financial Statements and Supplementary Data	33
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	33
Item 9A.	Controls and Procedures	33
Item 9B.	Other Information	34
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	35
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41
Item 13.	Certain Relationships and Related Transactions, and Director Independence	42
Item 14.	Principal Accountant Fees and Services	43
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	44

iii

PART I.

FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information described in this Form 10-K 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 accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this Form 10-K report because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed below in the section captioned “Risk Factors” in Item 1A, as well as other cautionary language in this Form 10-K 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.

ITEM 1. BUSINESS.

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 over the period April 1, 2010 through March 31, 2012. 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.

ITEM 1. BUSINESS. - continued

General Development of Business - 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 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.

ITEM 1. BUSINESS. - continued

Products - continued

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.

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 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.

Status of 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.

ITEM 1. BUSINESS. - continued

Products - continued

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.

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 execution of this agreement and a milestone payment of $250,000, due and payable upon reaching $50,000,000 in cumulative net sales.

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 2012.

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.

ITEM 1. BUSINESS. - continued

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 December 31, 2011, 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 2010 consisted of F-18 (61.3% of total revenues) and Consulting Income (38.7% of total revenues). We had no sales of stable isotopes in 2010 due to the decrease in profit margins for that product; however we are looking into selling more stable isotopes in 2012 and beyond due to the possibility of obtaining lower prices from our vendors. Sales of F-18 for 2010 were 100% to Kadlec Hospital in Richland, Washington. 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.

Our sales for 2011 consisted of F-18 (49.2% of total revenues) and Consulting Income (45.5% of total revenues) and sales of stable isotopes (5.3% of total revenues). Sales of F-18 for 2011 were 100% to Kadlec Hospital in Richland, Washington. 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 1. BUSINESS. - continued

Licenses, Patents, and Intellectual Property

On September 27, 2006, we acquired the assets of Neu-Hope Technologies (“NHTI”) from UTEK. Included in the acquired assets was a Non-Exclusive License Agreement with the Regents of the University of California (“University”) for a neutron generator in exchange for preferred stock. NHTI paid a non-refundable fee in the amount of $25,000 in connection with the license agreement. The license fee is non-refundable unless our commercialization plan is deemed unacceptable by the University. If the plan is deemed unacceptable, the license agreement will terminate. To date, no commercialization plan has been deemed acceptable or unacceptable. In consideration for the license, we agreed to pay royalties equal to the greater of three percent of the selling price of each licensed product we sell or the maintenance fee according to the following schedule:

2008	$	10,000	*
2009	$	15,000	*
2010	$	15,000	*
2011	$	45,000	*
2012 and each year thereafter	$	60,000
	$	145,000

* These items have not been paid to date.

The License Agreement may be cancelled by giving 90 days written notice to the University. We did not have a relationship with UTEK before the acquisition of Neu-Hope Technologies, and we do not currently have any business relationship or affiliation with UTEK. In 2008, partially due to the Company’s lack of funds to act upon the patent license for the neutron generator and develop the technology, the Company lost considerable ground towards the advantages of utilization of the patent license. Since other companies made progress towards the development of the patent license technology and management no longer had the means or interest in pursuing the development of this technology, the Company’s management determined that the patent license for the neutron generator no longer had value to the Company and wrote off the net unamortized balance of $643,917 in 2008.

Additionally the Company has made the following investments in patent licenses and intellectual property during 2010:

In May 2010 the Company entered into a License Agreement with the University of Missouri for the exclusive 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. 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. The $10,000 nonrefundable fee paid upon execution was capitalized as license fees and is amortized on the straight line basis over a three year life.

ITEM 1. BUSINESS. - continued

Licenses, Patents, and Intellectual Property - continued

In August 2010, the Company entered into a License Agreement with Battelle Memorial Institute for the patent rights in the area of a Brachytherapy seed with a Fast-dissolving matrix for Optimized Delivery of Radionuclids. This Agreement calls for a $10,000 nonrefundable fee upon execution, a royalty agreement on sales and on funds received from any sublicenses. The $10,000 nonrefundable fee paid upon execution was capitalized as license fees and is amortized on the straight line basis over a three year life. Additionally, the Agreement calls for a minimum annual fee as follows:

Calendar Year	Minimum Royalties per Calendar Year
2010	$	-
2011	$	-
2012	$	2,500
2013	$	5,000
2014	$	7,500
2015	$	10,000
2016 and each calendar year thereafter	$	25,000

Additionally the Company has made the following investments in patent licenses and intellectual property during 2011:

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 $97,421, and $113,326, were capitalized during the twelve months ended December 31, 2011 and 2010; resulting in a total $317,224 of capitalized patents at December 31, 2011. 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.

ITEM 1. BUSINESS. - continued

Research and Development

We spent approximately $67,006 and $90,150 during the years ended December 31, 2009 and 2008, respectively, on research and development. The costs incurred in 2008 and 2009 were to a University for tests involved in the making of isotopes. The costs incurred in the twelve months ended December 31, 2010 consisted of $513,416 towards the Brachytherapy Project and $655,006 towards the Molybdenum Project, for a total cost of $1,168,422. The costs incurred in the twelve months ended December 31, 2011 were $245,727 towards the Brachytherapy Project and $235,950 towards the Molybdenum Project, for a total cost of $481,677. The costs expensed to the twelve months ended December 31, 2011 and 2010 consist of the following:

	For the twelve months ended
	December 31, 2011				December 31, 2010
	Brachytherapy		Molybdenum		Brachytherapy		Molybdenum
Supplies	$	5,175	$	390	$	623	$	2,342
Amortization		3,334		3,334		1,666		1,944
Conferences & seminars		8,338		10,682		639		13,968
Dues & subscriptions		688		1,335		-		1,395
Marketing		12,070		19,441		9,500		314
Office Supplies		1,119		942		87		2,927
Payroll and benefits		32,290		78,739		17,496		19,560
Consulting fees		67,116		36,832		119,457		77,476
Consulting fees – stock based		8,000		-		362,250		472,402
Legal fees		51,794		77,794		-		4,000
Research		54,174		-		-		-
Stock options granted		50		750		950		14,250
Telephone		852		867		508		2,870
Travel		727		4,844		240		41,558
Total	$	245,727	$	235,950	$	513,416	$	655,006

Agreement for Strategic Relationship

In August 2011, the Company entered into a Memorandum of Agreement for Strategic Relationship (referred to as the “MASR”) between the Company and Spivak Management, Inc. (referred to as “SMI”) setting forth the terms of a strategic relationship among the Company, SMI, and Mann Healthcare Partners, Inc. (referred to as “MHP”). The Company and SMI agreed to form a joint venture through which SMI will provide management and consulting services to the Company relating to commercial and growth strategies, acquisitions and other ventures, and SMI will introduce the Company to potential investors and investment bankers. Under the MASR, MHP is to introduce to the Company one or more entities prepared to invest $1.2 million to $2.0 million in the Company. If the Company accepts an investment, the Company must pay SMI a fee of $75,000 and must prepay $200,000 of the expenses of SMI and MHP with respect to the joint venture (subject to specified adjustments).

In consideration of SMI’s and MHP’s time, efforts and contributions to the joint venture, the Company is to issue to SMI and MHP warrants to purchase a total of 20,133,333 shares of common stock of the Company with an initial exercise price of $0.20 per share (with the exercise price subject to specified adjustments, including a weighted average anti-dilution adjustment for issuances below market, and a full ratchet anti-dilution adjustment for issuances below the then-applicable exercise price). Portions of the warrants will be forfeited pursuant to provisions in the MASR if the Company has not entered into contracts to secure (i) capital in excess of $1.2 million by a date determined under the MASR, or (ii) capital in excess of $10 million by a later date determined under the MASR, although warrants to be issued to SMI for 3,523,333 shares and warrants to be issued to MHP for 3,523,333 shares are not subject to forfeiture under the MASR. The Company may require exercise of the warrants if the Company’s stock trades above $1.00 per share (subject to adjustment). The MASR provides that SMI has the right to designate one member of the board of directors of the Company.

Under the MASR, the Company is to engage SMI as a consultant for 5 years and MHP as a consultant for 3 years, with each of SMI and MHP to be paid by the Company an annual consulting fee equal to one-third of the cash and stock compensation payable to the highest compensated executive officer of the Company in each year, except that if the Company contracts for less than $10 million of capital by a date determined under the MASR, the one-third is subject to specified reduction as provided in the MASR, but not below 20% for SMI and not below 5% for MHP. As of the date of this report, the Company is not aware that any joint venture has been formed, the Company has not met with or received any funds or any commitments for funds from any potential investors introduced by SMI or MHP, no warrants have been issued by the Company to SMI or MHP, and no fees have been paid by the Company to SMI or MHP.

ITEM 1. BUSINESS. - continued

Government Regulation

Significant areas of regulation and intervention include the following:

Environmental and Health Compliance. We are committed to conducting our activities so that there is no or only minimal damage to the environment; there is no assurance, however, that our activities will not at times result in liability under environmental and health regulations.

We have spent approximately $950,000 on our facility to meet environmental regulation, including the cost of confinement of the facility, exhaust and air balance systems and waste storage facilities. As we expand our manufacturing capability, we will be subject to extensive government regulation and intervention both in the United States and in all foreign jurisdictions in which we conduct business.

The current ongoing continuing costs of compliance are immaterial. Future costs and expenses resulting from such liability may, however, materially negatively impact our operations and financial condition. Overall, environmental and health laws and regulations will continue to affect our businesses worldwide.

Import/Export Regulation. We are subject to significant regulatory oversight of our import and export operations due to the nature of our product offerings. Penalties for non-compliance can be significant, and violation can result in adverse publicity and financial risk for the Company.

Financial Accounting Standards. Our financial results can be impacted by new or modified financial accounting standards.

Other Regulations. Our operations are subject to rules and regulations administered by the U.S. Nuclear Regulatory Commission, Department of Energy, Food and Drug Administration, Department of Transportation, Department of Homeland Security, and other regulatory bodies. To the extent that these regulations are or become burdensome, our business development could be adversely affected.

Available Information

The Company prepares and files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and certain other information with the United States Securities and Exchange Commission (the “SEC”). Persons may read and copy any materials the Company files with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. Eastern Time. Information may be obtained on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov . Moreover, the Company maintains a website at http://www.isotopeworld.com that contains important information about the Company, including biographies of key management personnel, as well as information about the Company’s business. This information is publicly available (i.e., not password protected) and is updated regularly. The content on any website referred to in this Form 10-K report is not incorporated by reference into this Form 10-K report, unless (and only to the extent) expressly so stated herein.

ITEM 1A. RISK FACTORS.

Any of the risk factors described below could cause our business or financial performance to differ from any expectations or other forward-looking statements set forth in this Form 10-K report. Any of the risks described below, as well as other risks or uncertainties set forth elsewhere in this report, could materially and adversely affect our business, operations, prospects, results of operation, financial condition, or the value of our stock or other securities.

RISKS ASSOCIATED WITH OUR BUSINESS

Our independent registered public accounting firm’s report on our financial statements questions our ability to continue as a going concern.

Our independent registered public accounting firm’s report on our financial statements for the years ended December 31, 2011 and 2010 expresses doubt about our ability to continue as a going concern. The report includes an explanatory paragraph stating that we have suffered recurring losses, used significant cash in support of our operating activities and, based on our current operating levels, require additional capital or significant restructuring to sustain our operation for the foreseeable future. There is no assurance that we will be able to obtain sufficient additional capital to continue our operations and to alleviate doubt about our ability to continue as a going concern. If we obtain additional financing, such funds may not be available on favorable terms. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that restrict our ability to conduct our business. Inclusion of a “going concern qualification” in the report of our independent accountants or in any future report may have a negative impact on our ability to obtain debt or equity financing and may adversely impact our stock price.

We have generated operating losses since inception, which are expected to continue, and we have increasing cash requirements, which we may be unable to satisfy .

We have generated material operating losses since inception. We incurred a net loss of $21,194,406 from January 1, 2006 through December 31, 2011, including a net loss of $4,055,026 for the year ended December 31, 2010 and a net loss of $2,749,616 for the year ended December 31, 2011. We expect to continue to experience net operating losses for the foreseeable future. Historically, we have relied upon investor funds to maintain our operations and develop our business. We need to raise additional capital within the next 12 months from investors for working capital as well as business expansion, and there is no assurance that additional investor funds will be available on terms acceptable to us, or at all. If we are unable to unable to obtain additional financing to meet our working capital requirements, we may have to curtail or cease our operations.

Based on our current cash run rate, approximately $1,500,000 will be needed to fund operations for an additional year. We are presently taking steps to raise additional funds to continue operations for the next 12 months and beyond, but there is no assurance that we will be able to raise additional funds. We will need to raise an additional $15,000,000 in the next year to develop new isotope manufacturing centers and complete our aggressive growth plans. However, we may choose to modify our growth and operating plans to the extent of available funding, if any.

Recent economic events, including the substantial decline in global capital markets, as well as the lack of liquidity in the capital markets, could adversely impact our ability to obtain financing and our ability to execute our business plan. As a company with modest sales from our inception, we are unable to determine the effect of the recent economic crises on our business.

Our business plan is at an early stage of development, and we have a limited operating history, which may make it difficult to evaluate our business and prospects.

We have a limited operating history upon which you can base an evaluation of our business and prospects. As a start-up company in the early stage of development, there are substantial risks, uncertainties, expenses and difficulties to which our business is subject. To address these risks and uncertainties, we must do the following:

Successfully develop and execute our business strategy;

Respond to competitive developments; and

Attract, integrate, retain and motivate qualified personnel.

There is no assurance that we will achieve or maintain profitable operations or that we will obtain or maintain adequate working capital to meet our obligations as they become due. We cannot be certain that our business strategy will be successfully developed and implemented or that we will successfully address the risks that face our business. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

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RISKS ASSOCIATED WITH OUR BUSINESS - continued

We are heavily dependent on our key personnel and consultants. The loss of any of these key personnel or consultants could have a material adverse effect on our business, results of operations and financial condition.

Our success is heavily dependent on the continued active participation of our current executive officers and certain consultants and collaborating scientists. Certain key employees have no written employment contracts. We do not have key-man insurance on any of our executive officers or consultants. Loss of the services of any one or more of our executive officers or consultants could have a material adverse effect upon our business, results of operations and financial condition.

If we are unable to hire and retain additional qualified personnel, our business and financial condition may suffer.

Our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain highly qualified technical, scientific, regulatory and managerial employees, consultants and advisors. Competition for qualified personnel among pharmaceutical and biotechnology companies is intense, and an inability to attract and motivate additional highly skilled personnel required for the expansion of our activities, or the loss of any such persons, could have a material adverse effect on our business, results of operations and financial condition.

Our revenues have been derived from sales made to a small number of customers. We need to expand the number of customers purchasing our products and services.

Our sales of F-18 for the years ended December 31, 2009, 2010 and 2011 were made to one hospital located close to our production facility, and those sales constituted 70.3%, 61.3% and 49.2%, respectively, of our total revenues for those years. Our Consulting revenues for the years ended December 31, 2010 and 2011 were made to one customer, and those sales constituted 38.7% and 45.5%, respectively, of our total revenues for those years. We need to expand the number of customers purchasing our products and services in order to increase our revenues and implement our business strategy. There is no assurance that we will be successful in achieving an expansion of the customers purchasing our products and services.

Our future revenues depend upon acceptance of our current and future products in the markets in which they compete.

Our future revenues depend upon the successful production, marketing, and sales of the various isotopes we currently market and expect to market in the future. The rate and level of market acceptance of each of these products may vary depending on the perception by physicians and other members of the healthcare community of its safety and efficacy as compared to that of any competing products; the clinical outcomes of any patients treated; the effectiveness of our sales and marketing efforts in the United States, Europe, and Russia; any unfavorable publicity concerning our products or similar products; the price of our products relative to other products or competing treatments; any decrease in current reimbursement rates from the Centers for Medicare and Medicaid Services or third-party payers; regulatory developments related to the manufacture or continued use of our products; availability of sufficient supplies to either purchase or manufacture our products; our ability to produce sufficient quantities of our products; and the ability of physicians to properly utilize our products and avoid excessive levels of radiation to patients. Any material adverse developments with respect to the commercialization of the products we currently market or expect to market may adversely affect our revenues and may cause us to continue to incur losses in the future.

Many of our competitors have greater resources and experience than we have.

Many of our competitors have greater financial resources, longer history, broader experience, greater name recognition, and more substantial operations than we have, and they represent substantial long-term competition for us. Our competitors may be able to devote more financial and human resources than we can to research, new product development, regulatory approvals, and marketing and sales. Our competitors may develop or market products that are viewed by customers as more effective or more economical than our products. There is no assurance that we will be able to compete effectively against our current and future competitors, and such competitive pressures may adversely affect our business and results of operations.

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RISKS ASSOCIATED WITH OUR BUSINESS - continued

Future production increases will depend on our ability to acquire larger quantities of O-18.

We currently obtain O-18 through international sources. The amount of O-18 that can be produced from a given source is limited by the power level and volume available within the reactor for irradiating targets. There is no assurance that we will have a continuing sufficient supply of O-18.

We rely heavily on a limited number of suppliers.

Some of the products we market and 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 plan to expand the availability of our supplies and products utilizing manufacturing capability at reactors located at National Laboratories as well as production capabilities at various universities and foreign countries other than Russia. This strategy is intended to reduce the risks associated with concentrating isotope production at a single reactor facility. Failure to obtain deliveries from these sources could have a material adverse effect on our production, and there may be a delay before we could locate alternative suppliers. We may not be able to locate alternative suppliers capable of producing the level of output at the quality standards we require. Additional factors that could cause interruptions or delays in our source of materials include limitations on the availability of raw materials or manufacturing performance experienced by our suppliers or a breakdown in our commercial relations with one or more suppliers. Some of these factors may be completely out of our control and our suppliers’ control. We do not have formal written agreements with any key supplier. Any interruption or delay in the supply of materials required to produce our products could harm our business if we were unable to obtain an alternative supplier or substitute equivalent materials in a cost-effective and timely manner.

We are in default on a financial covenant in the capital leases that finance our isotope production system. That default may adversely affect our ability to continue to use the production system, which may adversely affect our operations and financial results.

We have two capital lease obligations, initially for $1,875,000 and $631,000, secured by equipment and the personal guarantee of two of our major stockholders, which we obtained in September 2007. The purpose of the capital 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 obligations as of December 31, 2009 due to failure to maintain the minimum debt service coverage ratio required by the leases. We were in compliance with the minimum debt service coverage ratio as of December 31, 2010. We are in default on 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 for the year ended December 31, 2011. During 2009, the lessor did not take any action based on our financial covenant default. There is no assurance that the lessor will not take action under the capital leases based on the December 31, 2011 financial covenant default. That default, and any future defaults, on those leases may adversely affect our ability to continue to use the isotope production system, which may adversely affect our operations and financial results.

We may incur material losses and costs as a result of product liability claims that may be brought against us.

We face an inherent business risk of exposure to product liability claims in the event that products supplied by us fail to perform as expected or such products result, or are alleged to result, in bodily injury. Any such claims may also result in adverse publicity, which could damage our reputation by raising questions about the safety and efficacy of our products, and could interfere with our efforts to market our products. A successful product liability claim against us in excess of our available insurance coverage or established reserves may have a material adverse effect on our business. Although we currently maintain liability insurance in amounts we believe are commercially reasonable, any product liability we incur may exceed our insurance coverage.

We are subject to the risk that certain third parties may mishandle our product.

We rely on third parties, such as commercial air courier companies, to deliver our products, and on other third parties to package our products in certain specialized packaging forms requested by customers. We are subject to the risk that these third parties may mishandle our product, which could result in material adverse effects, particularly given the radioactive nature of some of our products.

ITEM 1A. RISK FACTORS. - continued

RISKS ASSOCIATED WITH OUR BUSINESS - continued

Our operations expose us to the risk of material environmental liabilities.

We are subject to potentially material liabilities related to the remediation of environmental hazards and to personal injuries or property damages that may be caused by hazardous substance releases and exposures. We are subject to various federal, state, local and foreign government requirements regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. These laws and regulations can impose substantial fines and criminal sanctions for violations, and can require installation of costly equipment or operational changes to limit emissions and/or decrease the likelihood of accidental hazardous substance releases. We expect to incur capital and operating costs to comply with these laws and regulations. In addition, changes in laws, regulations and enforcement of policies, the discovery of previously unknown contamination or new technology or information related to individual sites, or the imposition of new clean-up requirements or remedial techniques may require us to incur costs in the future that would have a negative effect on our financial condition or results of operations. Operational hazards could result in the spread of contamination within our facility and require additional funding to correct.

We are subject to uncertainties regarding reimbursement for use of our products.

Hospitals and freestanding clinics may be less likely to purchase our products if they cannot be assured of receiving favorable reimbursement for treatments using our products from third-party payers, such as Medicare and private health insurance plans. Third-party payers are increasingly challenging the pricing of certain medical services or devices, and there is no assurance that they will reimburse our customers at levels sufficient for us to maintain favorable sales and price levels for our products. There is no uniform policy on reimbursement among third-party payers, and there is no assurance that our products will continue to qualify for reimbursement from all third-party payers or that reimbursement rates will not be reduced. A reduction in or elimination of third-party reimbursement for treatments using our products would likely have a material adverse effect on our revenues.

Our future growth is largely dependent upon our ability to develop new technologies that achieve market acceptance with acceptable margins.

Our business operates in global markets that are characterized by rapidly changing technologies and evolving industry standards. Accordingly, our future growth rate depends upon a number of factors, including our ability to (i) identify emerging technological trends in our target end-markets, (ii) develop and maintain competitive products, (iii) enhance our products by adding innovative features that differentiate our products from those of our competitors, and (iv) develop, manufacture and bring products to market quickly and cost-effectively. Our ability to develop new products based on technological innovation can affect our competitive position and requires the investment of significant resources. These development efforts divert resources from other potential investments in our business, and they may not lead to the development of new technologies or products on a timely basis or that meet the needs of our customers as fully as competitive offerings. In addition, the markets for our products may not develop or grow as we currently anticipate. The failure of our technologies or products to gain market acceptance due to more attractive offerings by our competitors could significantly reduce our revenues and adversely affect our competitive standing and prospects.

We may rely on third parties to represent us locally in the marketing and sales of our products in international markets, and our revenue may depend on the efforts and results of those third parties.

Our future success may depend, in part, on our ability to enter into and maintain collaborative relationships with one or more third parties, the collaborator’s strategic interest in our products and our products under development, and the collaborator’s ability to successfully market and sell any such products. We intend to pursue collaborative arrangements regarding the marketing and sales of our products; however, we may not be able to establish or maintain such collaborative arrangements, or if we are able to do so, our collaborators may not be effective in marketing and selling our products. To the extent that we decide not to, or are unable to, enter into collaborative arrangements with respect to the sales and marketing of our products, significant capital expenditures, management resources and time will be required to establish and develop an in-house marketing and sales force with technical expertise. To the extent that we depend on third parties for marketing and distribution, any revenues received by us will depend upon the efforts and results of such third parties, which may not be successful.

ITEM 1A. RISK FACTORS. - continued

RISKS ASSOCIATED WITH OUR BUSINESS - continued

We may pursue strategic acquisitions that may have an adverse impact on our business.

Executing our business strategy may involve pursuing and consummating strategic transactions to acquire complementary businesses or technologies. In pursuing these strategic transactions, even if we do not consummate them, or in consummating such transactions and integrating the acquired business or technology, we may expend significant financial and management resources and incur other significant costs and expenses. There is no assurance that any strategic transactions will result in additional revenues or other strategic benefits for our business. We may issue our stock as consideration for acquisitions, joint ventures or other strategic transactions, and the use of stock as purchase consideration could dilute the interests of our current stockholders. In addition, we may obtain debt financing in connection with an acquisition. Any such debt financing could involve restrictive covenants relating to capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and pursue business opportunities, including potential acquisitions. In addition, such debt financing may impair our ability to obtain future additional financing for working capital, capital expenditures, acquisitions, general corporate or other purposes, and a substantial portion of cash flows, if any, from our operations may be dedicated to interest payments and debt repayment, thereby reducing the funds available to us for other purposes.

We will need to hire additional qualified accounting personnel in order to remediate a material weakness in our internal control over financial accounting, and we will need to expend any additional resources and efforts that may be necessary to establish and to maintain the effectiveness of our internal control over financial reporting and our disclosure controls and procedures.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002. Our management is required to evaluate and disclose its assessment of the effectiveness of our internal control over financial reporting as of each year-end, including disclosing any “material weakness” in our internal control over financial reporting. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of its assessment, management has determined that there is a material weakness due to the lack of segregation of duties and, due to this material weakness, management concluded that, as of December 31, 2011, our internal control over financial reporting was ineffective. This material weakness was first identified in our Form 10-K/A amended annual report for the year ended December 31, 2008. This material weakness has the potential of adversely impacting our financial reporting process and our financial reports. Because of this material weakness, management also concluded that our disclosure controls and procedures were ineffective as of December 31, 2011. See Item 9A of this Form 10-K report. We need to hire additional qualified accounting personnel in order to resolve this material weakness. We also will need to expend any additional resources and efforts that may be necessary to establish and to maintain the effectiveness of our internal control over financial reporting and our disclosure controls and procedures.

Our patented or other technologies may infringe on other patents, which may expose us to costly litigation.

It is possible that our patented or other technologies may infringe on patents or other rights owned by others. We may have to alter our products or processes, pay licensing fees, defend infringement actions or challenge the validity of the patents in court, or cease activities altogether because of patent rights of third parties, thereby causing additional unexpected costs and delays to us. Patent litigation is costly and time consuming, and we may not have sufficient resources to pursue such litigation. If we do not obtain a license under such patents, if we are found liable for infringement, or if we are not able to have such patents declared invalid, we may be liable for significant money damages, may encounter significant delays in bringing products to market or may be precluded from participating in the manufacture, use or sale of products or methods of treatment requiring such licenses.

Protecting our intellectual property is critical to our innovation efforts.

We own or have a license to use several U.S. and foreign patents and patent applications, trademarks and copyrights. Our intellectual property rights may be challenged, invalidated or infringed upon by third parties, or we may be unable to maintain, renew or enter into new licenses of third party proprietary intellectual property on commercially reasonable terms. In some non-U.S. countries, laws affecting intellectual property are uncertain in their application, which can adversely affect the scope or enforceability of our patents and other intellectual property rights. Any of these events or factors could diminish or cause us to lose the competitive advantages associated with our intellectual property, subject us to judgments, penalties and significant litigation costs, or temporarily or permanently disrupt our sales and marketing of the affected products or services.

ITEM 1A. RISK FACTORS. - continued

RISKS ASSOCIATED WITH OUR BUSINESS - continued

We may not be able to protect our trade secrets and other unpatented proprietary technology, which could give our competitors an advantage over us.

We rely upon trade secrets and other unpatented proprietary technology. We may not be able to adequately protect our rights with regard to such unpatented proprietary technology, or competitors may independently develop substantially equivalent technology. We seek to protect trade secrets and proprietary knowledge, in part through confidentiality agreements with our employees, consultants, advisors and collaborators. Nevertheless, these agreements may not effectively prevent disclosure of our confidential information and may not provide us with an adequate remedy in the event of unauthorized disclosure of such information, and as a result our competitors could gain a competitive advantage.

General economic conditions in markets in which we do business can impact the demand for our goods and services. Decreased demand for our products and services could have a negative impact on our financial performance and cash flow.

Demand for our products and services, in part, depends on the general economic conditions affecting the countries and industries in which we do business. A downturn in economic conditions in a country or industry that we serve may adversely affect the demand for our products and services, in turn negatively impacting our operations and financial results. Further, changes in demand for our products and services can magnify the impact of economic cycles on our businesses. Unanticipated contract terminations by current customers can negatively impact operations, financial results and cash flow. Our earnings, cash flow and financial position are exposed to financial market risks worldwide, including interest rate and currency exchange rate fluctuations and exchange rate controls. Fluctuations in domestic and world financial markets could adversely affect interest rates and impact our ability to obtain credit or attract investors.

We are subject to extensive government regulation in jurisdictions around the world in which we do business. Regulations address, among other things, environmental compliance, import/export restrictions, healthcare services, taxes and financial reporting, and those regulations can significantly increase the cost of doing business, which in turn can negatively impact our operations, financial results and cash flow.

If we are successful in expanding our manufacturing capability, we will be subject to extensive government regulation and intervention both in the United States and in all foreign jurisdictions in which we conduct business. Compliance with applicable laws and regulations will result in higher capital expenditures and operating costs, and changes to current regulations with which we comply can necessitate further capital expenditures and increases in operating costs to enable continued compliance. Additionally, from time to time, we may be involved in proceedings under certain of these laws and regulations. Foreign operations are subject to political instabilities, restrictions on funds transfers, import/export restrictions, and currency fluctuation.

Volatility in raw material and energy costs, interruption in ordinary sources of supply, and an inability to recover from customers our unanticipated increases in energy and raw material costs could result in lost sales or could increase significantly the cost of doing business.

Market and economic conditions affecting the costs of raw materials, utilities, energy costs, and infrastructure required to provide for the delivery of our products and services are beyond our control. Any disruption or halt in supplies, or rapid escalations in costs, could adversely affect our ability to manufacture products or to competitively price our products in the marketplace. To date, the ultimate impact of energy costs increases have been mitigated through price increases or offset through improved process efficiencies; however, continuing escalation of energy costs could have a negative impact upon our business and financial performance.

If we are successful in increasing the size of our organization, we may experience difficulties in managing growth.

We are a small organization with a minimal number of employees. If we are successful, we may experience a period of significant expansion in headcount, facilities, infrastructure and overhead, and further expansion may be required to address potential growth and market opportunities. Any such future growth will impose significant added responsibilities on members of management, including the need to improve our operational and financial systems and to identify, recruit, maintain and integrate additional managers. Our future financial performance and our ability to compete effectively will depend, in part, on the ability to manage any future growth effectively.

ITEM 1A. RISK FACTORS. - continued

RISKS RELATED TO OUR COMMON STOCK

There is a limited public market for our common stock. Failure to develop or maintain a more active trading market may negatively affect the value of our common stock, may deter some potential investors from purchasing our common stock or other equity securities, and may make it difficult or impossible for stockholders to sell their shares of common stock.

There is a limited public trading market for our common stock on the OTC Bulletin Board. Our average daily volume of shares traded for the years ended December 31, 2011 and 2010 was 8,430 and 8,540, respectively . Failure to develop or maintain an active trading market may negatively affect the value of our common stock, may make some potential investors unwilling to purchase our common stock or equity securities that are convertible into or exercisable for our common stock, and may make it difficult or impossible for our stockholders to sell their shares of common stock and recover any part of their investment in us.

Our outstanding derivative securities, the stock or derivative securities that we may become obligated to issue under existing agreements, and certain provisions of those derivative securities, may cause immediate and substantial dilution to our existing stockholders and may make it more difficult for us to raise additional equity capital.

We had 74,758,899 shares of common stock outstanding on March 12, 2012. We also had outstanding on that date derivative securities consisting of options and convertible notes that if they had been exercised and converted in full on March 12, 2012, would have resulted in the issuance of a total of 23,837,967 additional shares of common stock. The issuance of shares upon the exercise of options or the conversion of convertible notes may result in substantial dilution to each stockholder by reducing that stockholder’s percentage ownership of our total outstanding common stock. One outstanding convertible note provides for conversion of principal at 50%, and the payment in shares of accrued interest at 100%, of the market price of our common stock determined over the 10 trading days preceding the date of conversion, and so the amount of dilution to other stockholders will depend upon the market price for our stock and the resulting conversion price when the note is converted by the holder. Conversion of that note on March 12, 2012 would have resulted in the issuance of 7,201,970 shares, which are included in the total above. See Item 13 of this Form 10-K report regarding our convertible notes. Additionally, we have outstanding notes that if not prepaid by specific dates entitle the holder to convert the principal and accrued interest into common stock at 61% of an average trading price of our common stock prior to conversion as provided in the notes. See Note 10 and Note 15 of the Notes to our Financial Statements included in this Form 10-K report. In addition, under an existing agreement, we may become obligated to issue additional warrants to purchase up to 20,133,333 shares of common stock with an exercise price of $0.20 per share, and those warrants would require a reduction in the exercise price if we issued stock below the then-applicable exercise price of the warrants, or if we issued stock below the market price of our stock. See the section entitled “Agreement for Strategic Relationship” in Item 1 above. The issuance of some or all of those warrants and any exercise of those warrants will have the effect of further diluting the percentage ownership of our other stockholders. That agreement also provides for stock compensation for consulting services. The existence and terms of these derivative securities and other obligations may make it more difficult for us to raise additional capital through the sale of stock or other equity securities.

Future sales of our stock, including sales following exercise or conversion of derivative securities, or the perception that such sales may occur, may depress the price of our common stock and could encourage short sales.

The sale or availability for sale of substantial amounts of our shares in the public market, including shares issuable upon exercise of options or warrants or upon the conversion of convertible securities, or the perception that such sales may occur, may adversely affect the market price of our common stock. Any decline in the price of our common stock may encourage short sales, which could place further downward pressure on the price of our common stock.

Our stock price is likely to be volatile.

For the year ended December 31, 2011, the reported low closing price for our common stock was $0.09 per share, and the reported high closing price was $0.48 per share. For the year ended December 31, 2010, the reported low closing price for our common stock was $0.09 per share, and the reported high closing price was $0.57 per share. There is generally significant volatility in the market prices, as well as limited liquidity, of securities of early stage companies, particularly early stage medical product companies. Contributing to this volatility are various events that can affect our stock price in a positive or negative manner. These events include, but are not limited to: governmental approvals, refusals to approve, regulations or other actions; market acceptance and sales growth of our products; litigation involving us or our industry; developments or disputes concerning our patents or other proprietary rights; changes in the structure of healthcare payment systems; departure of key personnel; future sales of our securities; fluctuations in our financial results or those of companies that are perceived to be similar to us; investors’ general perception of us; and general economic, industry and market conditions. If any of these events occur, it could cause our stock price to fall, and any of these events may cause our stock price to be volatile.

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RISKS RELATED TO OUR COMMON STOCK - continued

Our common stock is subject to the “Penny Stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires that a broker or dealer approve a person's account for transactions in penny stocks and that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and must make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and may cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Our controlling stockholders may exercise significant control over us.

Our directors, executive officers and principal stockholders beneficially own approximately 53.7% of the outstanding shares of our common stock as of March 12, 2012. Our stockholders do not have cumulative voting rights with respect to the election of directors. If our principal stockholders vote together, they could effectively elect all of our directors, and they could determine or influence the outcome of any other matter submitted for a vote of stockholders.

If we were to issue preferred stock, the rights of holders of our common stock and the value of our common stock may be adversely affected.

Our board of directors is authorized to issue classes or series of preferred stock, without any action on the part of the stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such classes or series of preferred stock, including voting rights, dividend rights and preferences over the common stock with respect to dividends or upon the liquidation, dissolution or winding-up of our business, and other terms. If we issue preferred stock in the future that has a preference over the common stock, with respect to the payment of dividends or upon liquidation, dissolution or winding-up, or if we issue preferred stock with voting rights that dilute the voting power of the common stock, the rights of holders of the common stock or the value of the common stock may be adversely affected.

We do not expect to pay any dividends on our common stock for the foreseeable future.

We have not paid any cash dividends on our common stock to date and do not anticipate we will pay cash dividends on our common stock in the foreseeable future. Accordingly, stockholders must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law, and other factors that our board deems relevant.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

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 2. PROPERTIES.

Our headquarters has office and production space which makes it adequate for the Company to conduct its ongoing business operations.

On July 17, 2007, the Company entered into a lease at 6208 West Okanogan Avenue, Kennewick, Washington, 99336 which has been used as the Company’s production center. The term of the lease was five years, commencing on August 1, 2007. Monthly rent for the first year of tenancy was $3,500. Under the terms of the lease, the monthly rent would increase 8% each year so that monthly rent for the year beginning August 1, 2008 was $3,780, monthly rent for the year beginning August 1, 2009 was $4,082, monthly rent for the year beginning August 1, 2010 was $4,408, and monthly rent for the year beginning August 1, 2011 was $4,762. The landlord of this space is a non-affiliated stockholder of the Company, who holds less than 5 percent of the total outstanding shares.

Additionally, in June 2008, the Company entered into two 12-month leases for its corporate offices with three 4-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 call for monthly rental payments of $2,733 and $2,328 per month respectively. Effective November 1, 2009, the Company terminated that portion of the lease agreements consisting of the $2,328 per month payment.

ITEM 3. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and the Company does not know of any legal proceedings contemplated against it.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is traded on the OTC Bulletin Board under the symbol “ADMD.OB.” The following table sets forth, in U.S. dollars the high and low closing prices for each of the calendar quarters indicated, as reported by the Bulletin Board for the past two fiscal years. The prices in the table may not represent actual transactions and do not include retail markups, markdowns or commissions.


	High		Low
2011
Quarter ended December 31	$	0.29	$	0.09
Quarter ended September 30		0.33		0.20
Quarter ended June 30		0.30		0.20
Quarter ended March 31		0.48		0.25

2010
Quarter ended December 31	$	0.48	$	0.11
Quarter ended September 30		0.23		0.09
Quarter ended June 30		0.47		0.14
Quarter ended March 31		0.57		0.20

Holders

As of March 12, 2012 there were 74,758,899 shares of common stock outstanding and approximately 183 stockholders of record.

Dividend Policy

We have not paid any cash dividends on our common stock to date and do not anticipate we will pay cash dividends on our common stock in the foreseeable future. The payment of dividends in the future will be contingent upon revenues and earnings, if any, capital requirements, and our general financial condition. The payment of any dividends will be within the discretion of the board of directors. It is the present intention of the board of directors to retain all earnings, if any, for use in the business operations. Accordingly, the board does not anticipate declaring any dividends on our common stock in the foreseeable future.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. - continued

Securities Authorized for Issuance Under Equity Compensation Plans

We currently do not have any compensation plan under which equity securities are authorized for issuance. We have however granted and issued options and warrants to purchase and acquire shares of our common stock. The following table sets forth information as of December 31, 2011 with respect to our equity compensation plans previously approved by stockholders and equity compensation plans not previously approved by stockholders.

	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)			(c)
Equity compensation plans approved by stockholders	0		$	0		0
Equity compensation plans not approved by stockholders	5,135,000		$	0.35		0
Total	5,135,000	(1)	$	0.35	(1)	0

(1) While there are no equity compensation plans in general, the Company does have individual compensation arrangements under which equity securities are authorized for issuance in exchange for consideration in the form of goods or services of certain individuals.

Recent Sales of Unregistered Securities

On October 20, 2011, the Company issued 200,000 restricted shares of its common stock to a consultant in exchange for services of $44,000.

On October 21, 2011, in exchange for $15,000, the Company issued to Carlton Cadwell, who is a director and principal stockholder of the Company, 6,000 restricted shares of its common stock and a one-year convertible promissory note in the principal amount of $15,000. The note bears interest at 10% per annum. At the option of the holder, the principal and interest is convertible into common stock at $0.22 per share.

On October 31, 2011, in exchange for $100,000, the Company issued to Carlton Cadwell, who is a director and principal stockholder of the Company, 40,000 restricted shares of its common stock and a one-year convertible promissory note in the principal amount of $100,000. The note bears interest at 10% per annum. At the option of the holder, the principal and interest is convertible into common stock at $0.24 per share.

On November 25, 2011, in exchange for $105,500, the Company issued to Carlton Cadwell, who is a director and principal stockholder of the Company, 42,200 restricted shares of its common stock and a one-year convertible promissory note in the principal amount of $105,500. The note bears interest at 10% per annum. At the option of the holder, the principal and interest is convertible into common stock at $0.23 per share.

On December 9, 2011, the Company issued 100,000 restricted shares of its common stock to a consultant in exchange for services of $16,000.

On December 21, 2011, the Company issued 33,333 restricted shares of its common stock to a landlord in payment of rent of $3,000 owed by the Company.

On December 30, 2011, in exchange for $113,600, the Company issued to Carlton Cadwell, who is a director and principal stockholder of the Company, 45,440 restricted shares of its common stock and a one-year convertible promissory note in the principal amount of $113,600. The note bears interest at 10% per annum. At the option of the holder, the principal and interest is convertible into common stock at $0.10 per share.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. - continued

Subsequent to the Period Covered by this Report

On January 31, 2012, in exchange for $128,500, the Company issued to Carlton Cadwell, who is a director and principal stockholder of the Company, 51,400 restricted shares of its common stock and a one-year convertible promissory note in the principal amount of $128,500. The note bears interest at 10% per annum. At the option of the holder, the principal and interest is convertible into common stock at $0.15 per share.

On February 16, 2012, the Company issued 15,000 restricted shares of its common stock to a law firm in payment of $2,000 in fees owed for legal services.

On February 21, 2012, in exchange for $121,500, the Company issued to Carlton Cadwell, who is a director and principal stockholder of the Company, 48,600 restricted shares of its common stock and a one-year convertible promissory note in the principal amount of $121,500. The note bears interest at 10% per annum. At the option of the holder, the principal and interest is convertible into common stock at $0.16 per share.

On March 9, 2012, the Company issued 3,507,500 restricted shares of its common stock, representing $315,675, to employees (including our executive officers) for services.

On March 9, 2012, the Company issued 483,000 restricted shares of its common stock, representing $43,470, to consultants for services.

As to all of the transactions set forth above, no underwriters were used, and the Company relied upon the exemption from registration set forth in section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, based upon the private nature and the limitations of the transactions.

ITEM 6. SELECTED FINANCIAL DATA.

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 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of the risk factors set forth above in Item 1A and other factors discussed in this Form 10-K report.

Results of Operations

Comparison for the Year Ended December 31, 2011 and December 31, 2010

The following table sets forth information from our statements of operations for the years ended December 31, 2011 and 2010.

	Year Ended December 31, 2011			Year Ended December 31, 2010
Revenues	$	393,603		$	360,613

Operating expenses		2,955,472			4,085,952

Operating loss		(2,561,869	)		(3,725,339	)
Non-operating income (expenses)
Loss on sale of assets		(25,000	)		(10,000	)
Net gain (loss) on settlement of debt		-			27,500
Recognized income from grants		245,727			512,466
Interest income		-			599
Interest expense		(408,474	)		(860,252	)
Net income (loss)	$	(2,749,616	)	$	(4,055,026	)

Revenue

Revenue was $393,603 for the year ended December 31, 2011 and $360,613 for the year ended December 31, 2010. The increase was the result of consulting revenues. 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 $193,720 of the total twelve months ended December 31, 2011 revenues and $221,220 of the total twelve months ended December 31, 2010 revenues. Revenues for F-18 were lower in the twelve months ended December 31, 2011 as a result of a reduction in price to our sole customer effective April 2010 and a decrease in the quantity of F-18 sold during the twelve months ended December 31, 2011 (662 doses) versus the twelve months ended December 31, 2010 (745 doses). Stable isotope sales were $20,700 and $0 for the twelve months ended December 31, 2011 and 2010 respectively. The Company discontinued the sale of stable isotopes in the twelve months ended December 31, 2010 due to the reduction in profitability of that line of product. Consulting revenues consisted of $179,114 and $139,393 of the total twelve months ended December 31, 2011 and 2010 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.

Revenue for the twelve months ended December 31, 2011 and 2010 consists of the following:

		Twelve months ended December 31, 2011		Twelve months ended December 31, 2010
	F-18	$	193,720	$	221,220
Stable isotopes			20,700		-
Consulting			179,114		139,393
		$	393,603	$	360,613

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

Cost of Goods Sold

Effective with the Statement of Operations for the year ended December 31, 2011, the Company changed its method of reflecting the Cost of Goods Sold. The Company has moved the Cost of Goods Sold into Operating Expenses versus reflecting it as a reduction to Revenues with the resulting Gross Profit. The change has been made to be in accordance with FASB ASC 225-10-S99, SAB Topic 11.B, Depreciation and Depletion Excluded from Cost of Sales. The Statement of Operations for the year ended December 31, 2010 was changed from the way it was originally reflected to correspond with the changes made for the year ended December 31, 2011.

Operating Expenses

Operating expenses for the twelve months ended December 31, 2011 and 2010 were $2,955,472 and $4,085,952 respectively. The decrease in operating expenses from 2010 to 2011 can be attributed largely to professional fees ($1,492,883 for the twelve months ended December 31, 2010 versus $906,417 for the twelve months ended December 31, 2011), impairment expense ($150,000 for the twelve months ended December 31, 2010 versus $0 for the twelve months ended December 31, 2011), and stock options granted ($400,535 for the twelve months ended December 31, 2010 versus $63,602 for the twelve months ended December 31, 2011) partially offset by a increase in sales and marketing expenses ($29,072 for the twelve months ended December 31, 2010 versus $58,880 for the twelve months ended December 31, 2011).

Operating expenses for the twelve months ended December 31, 2011 and 2010 consists of the following:

	Twelve months ended December 31, 2011		Twelve months ended December 31, 2010
Cost of goods sold	$	64,042	$	70,130
Depreciation and amortization expense		546,388		545,192
Impairment expense		-		150,000
Professional fees		906,417		1,492,883
Stock options granted		63,602		400,535
Payroll expenses		751,488		853,641
General and administrative expenses		564,656		544,499
Sales and marketing expense		58,880		29,072
	$	2,955,472	$	4,085,952

Non-Operating Income (Expense)

Non-operating income (expense) for the twelve months ended December 31, 2011 varied from the twelve months ended December 31, 2010 primarily due to a reduction of interest expense from $860,252 in 2010 versus a $408,474 in 2011 and $512,466 of recognized income from grants in 2010 versus $245,727 in 2011.

Non-Operating income (expense) for the twelve months ended December 31, 2011 and 2010 consists of the following:

	Twelve months ended December 31, 2011			Twelve months ended December 31, 2010
Interest expense	$	(408,474	)	$	(860,252	)
Loss on sale of assets		(25,000	)		(10,000	)
Net gain (loss) on settlement of debt		-			27,500
Recognized income from grants		245,727			512,466
Interest income		-			599
	$	(187,747	)	$	(329,687	)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

Income from Grants

Additionally, 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, up to the maximum $488,958 allowable expenditures available for this grant, and so the $244,479 has been recorded as a receivable as of 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 $205,129 grant funds received in 2010 reimburses the Company for eligible expenditures made during the twelve months ended December 31, 2009. And the $39,350 reimburses the Company for eligible expenditures made during the twelve months ended December 31, 2010, up to the maximum $488,958 for the years 2009 and 2010 allowable expenditures available for this grant. The $39,350 has been recorded as a receivable as of December 31, 2010.

The Company has chosen to recognize the 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, 2010 the Company recognized $23,508 of the $1,215,000 Department of Energy grant as income with the remaining $1,191,492 recorded as deferred income as of December 31, 2010. The $23,508 recognized as of December 31, 2010 was for costs incurred for the twelve months ended December 31, 2010. For the twelve months ended December 31, 2011 the Company recognized $245,727 of the $1,215,000 Department of Energy grant as income with the remaining $945,765 recorded as deferred income as of December 31, 2011. The $245,727 recognized as of December 31, 2011 was for costs incurred for the twelve months ended December 31, 2011.

The Company fully recognized the $244,479 grant money received on both the Molybdenum tax grant and the Brachytherapy tax grant as income in the twelve months ended December 31, 2010.

As of December 31, 2011 and 2010 the grant money received and grant money recognized as income and deferred income is:

	$1,215,000 Brachytherapy Grant		$244,479 Molybdenum Grant		$244,479 Brachytherapy Grant		Total
Grant money received during 2010	$	1,215,000	$	205,129	$	-	$	1,420,129
Grant money recorded as account receivable		-		39,350		244,479		283,829
Total grant money		1,215,000		244,479		244,479		1,703,958
Recognized income from grants in 2010		23,508		244,479		244,479		512,466
Deferred income at December 31, 2010		1,191,492		-		-		1,191,492
Recognized income from grants in 2011		245,727		-		-		245,727
Deferred income at December 31, 2011	$	945,765	$	-	$	-	$	945,765

Net Loss

Our net loss for the twelve months ended December 31, 2011 and 2010 was $2,749,616, and $4,055,026, respectively, as a result of the items described above.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

Liquidity and Capital Resources

At December 31, 2011, we had negative working capital of $5,840,107, as compared to $4,439,799 at December 31, 2010. During the twelve months ended December 31, 2011 we experienced negative cash flow from operations of $858,844 and we expended $97,421 for investing activities while adding $419,432 of cash flows from financing activities. As of December 31, 2011, we had $0 commitments for capital expenditures.

Cash used in operating activities decreased from $634,319 for the twelve month period ending December 31, 2010 to $858,844 for the twelve month period ending December 31, 2011. Cash used in operating activities was primarily a result of our net loss, partially offset by non-cash items, such as amortization and depreciation, included in that net loss and common stock and stock options issued for services and other expenses. Cash used in investing activities increased from $24,377 for the twelve month period ended December 31, 2010 to $97,421 for the twelve month period ended December 31, 2011. Cash was used to acquire equipment and patents during the 2011 and 2010 twelve month periods. This purchase of equipment and patents in 2010 was largely offset by the $125,000 received from the sale of a cyclotron. Cash provided from financing activities decreased from $1,210,524 for the twelve month period ending December 31, 2010 to $419,432 for the twelve month period ending December 31, 2011. The decrease in cash provided from financing activities was primarily a result of decrease in proceeds from convertible debt along with payments on convertible debt, and a decrease in cash sales of common stock. The decrease in cash provided from financing activities was partially offset by an increase in proceeds from the exercise of options and warrants.

We have generated material operating losses since inception. We have incurred a net loss of $21,194,406 from January 1, 2006 through December 31, 2011, including a net loss of $4,055,026 for the twelve months ended December 31, 2010, and a net loss of $2,749,616 for the twelve months ended December 31, 2011. 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 years ended December 31, 2010 anticipated that we would need $1 million in funds over the next twelve months to maintain current operation activities, and for the years ended December 31, 2011 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, 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 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

Contractual Obligations (payments due by period as of December 31, 2011)

Contractual Obligation	Total Payments Due		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Capital Lease Obligation	$	1,031,813	$	1,031,813	$	-	$	-	$	-
Production Center Lease	$	33,332	$	33,332	$	-	$	-	$	-
License Agreement with Regents of the University of California	$	505,000	$	85,000	$	180,000	$	180,000	$	60,000 per year
License Agreement with Battelle Memorial Institute	$	75,000	$	2,500	$	22,500	$	25,000	$	25,000 per 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 are 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 for the year ended December 31, 2011.

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. During the year ended December 31, 2011 and 2010 the Company incurred rent expenses for this facility totaling $54,869 and $50,622, 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, 2011 and 2010, the Company amortized $37,500 and $37,500, respectively, of this stock issuance and recognized it as rent expense.

Future minimum rental payments required under the Company’s current rental agreement in excess of one year as of December 31, 2011, are as follows:

Twelve months ended December 31, 2012	$	33,332
Twelve months ended December 31, 2013		-
Twelve months ended December 31, 2014		-
Twelve months ended December 31, 2015		-
Total	$	33,332

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. The lease agreement 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. During the twelve months ended December 31, 2011 and 2010 the Company incurred rent expenses for this facility totaling $32,700 and $32,800, respectively.

There are no future minimum rental payments required under this rental agreement because it expired as of December 31, 2010 and subsequent to that date the Company is renting this space on a month to month basis.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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.

Changes in Accounting and Financial Disclosures

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 December 31, 2011, 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 7. 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 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

License Fees

The Company made an acquisition of a patent license in 2007, for the production of Actinium 225, from a related individual for common stock valued, at the time of acquisition, at $75,000. The cost of the patent license was capitalized as License Fees and amortized on the straight line basis over a three life. This license fee was fully amortized as of December 31, 2010.

The Company made a $10,000 investment in 2010 for a patent license regarding its technology for the production of Mo-99. In May 2010 the Company entered 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 execution of this agreement and a milestone payment of $250,000, due and payable upon reaching $50,000,000 in cumulative net sales. The $10,000 nonrefundable fee paid upon execution was capitalized as License Fees and is amortized on the straight line basis over a three year life.

The Company made a $10,000 investment in 2010 for an exclusive license agreement with Battelle Memorial Institute regarding its technology for the production of a Brachytherapy seed. In August 2010 the Company entered into a License Agreement for the Patent Rights in the area of a Brachytherapy seed with a Fast-dissolving Matrix for Optimized Delivery of Radionuclides. This Agreement calls for a $10,000 nonrefundable fee upon execution, a royalty agreement on sales and on funds received from any sublicenses. The $10,000 nonrefundable fee paid upon execution was capitalized as License Fees and is amortized on the straight line basis over a three year life. Additionally the Agreement calls for a minimum annual fee as follows:

Calendar Year	Minimum Royalties per Calendar Year
2010	$	-
2011	$	-
2012	$	2,500
2013	$	5,000
2014	$	7,500
2015	$	10,000
2016 and each calendar year thereafter	$	25,000

Additionally the Company has made the following investments in patent licenses and intellectual property during 2011:

Amortization is computed using the straight-line method over the estimated useful live of three years. Amortization of license fees was $6,666, and $5,695 for the years ended December 31, 2011, and 2010, respectively. Based on the license fees recorded at December 31, 2011, and assuming no subsequent impairment of the underlying assets, the remaining unamortized portion of $9,722, will be fully amortized during the year ending December 31, 2013. Future annual amortization is expected to be as follows:

Calendar Year	Annual Amortization
2012	$	6,666
2013	$	3,056

The Company periodically reviews the carrying values of capitalized license fees and any impairments are recognized when the expected future operating cash flows to be derived from such assets are less than their carrying value.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

Patents and Intellectual Property

Patent filing costs and intellectual property costs totaling $97,421, and $113,326, were capitalized during the twelve months ended December 31, 2011, and 2010; resulting in a total $317,224 and $219,803 of capitalized patents and intellectual property costs at December 31, 2011 and 2010, respectively.

While patents are being developed or pending they are not being amortized. Management has determined that 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 and intellectual property 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 fiscal year ended December 31, 2011 consisted of the sales of Oxygen 18 (stable isotope), Flouride 18 and Consulting Revenue. Revenue for the fiscal year ended December 31, 2010 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

Government grants are recognized when all conditions of such grants are fulfilled or there is reasonable assurance that they will be fulfilled. The Company has chosen to recognize income from grants 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, 2010 the Company recognized $23,508 of the $1,215,000 Department of Energy grant as income. The $23,508 recognized as of December 31, 2010 was for costs incurred for the twelve months ended December 31, 2010.

For the twelve months ended December 31, 2011 the Company recognized $245,727 of the $1,215,000 Department of Energy grant as income. The $245,727 recognized as of December 31, 2011 was for costs incurred for the twelve months ended December 31, 2011.

The Company fully recognized the $244,479 grant money received on both the Molybdenum tax grant and the Brachytherapy tax grant as income in the twelve months ended December 31, 2010.

As of December 31, 2011 and 2010 the grant money received and grant money recognized as income and deferred income is:

	$1,215,000 Brachytherapy Grant		$244,479 Molybdenum Grant		$244,479 Brachytherapy Grant		Total
Grant money received during 2010	$	1,215,000	$	205,129	$	-	$	1,420,129
Grant money recorded as account receivable		-		39,350		244,479		283,829
Total grant money		1,215,000		244,479		244,479		1,703,958
Recognized income from grants in 2010		23,508		244,479		244,479		512,466
Deferred income at December 31, 2010		1,191,492		-		-		1,191,492
Recognized income from grants in 2011		245,727		-		-		245,727
Deferred income at December 31, 2011	$	945,765	$	-	$	-	$	945,765

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

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 December 31, 2011 and 2010 are as follows:

	December 31, 2011		December 31, 2010
Convertible debt		11,999,137		4,775,415
Common stock options		5,135,000		9,295,912
Total potential dilutive securities		17,134,137		14,071,327

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.

The Company incurred $481,677, and $1,168,422 research and development costs for the years ended December 31, 2011, and 2010, respectively, all of which were recorded in our operating expenses noted on the income statements for the years then ended.

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 year ended December 31, 2011. There were $12,675 tradeshow expenses incurred and not expensed as of the year ended December 31, 2010 which are prepayment costs for 2011 tradeshow expenses. During the twelve months ended December 31, 2011 and 2010, the Company incurred $8,025 and $1,750, respectively, in advertising 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.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. - continued

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 years ended December 31, 2011 and 2010. The Company did not have any deferred tax liability or asset on its balance sheet on December 31, 2011 and 2010.

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 years ended December 31, 2011 and 2010, 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 within the next 12 months.

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.

Recent Accounting Pronouncements

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 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

All financial information required by this Item is included on the pages immediately following the Index to Financial Statements appearing on page F-1, and is hereby incorporated by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2011, using the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of management’s assessment, management has determined that there is a material weakness due to the lack of segregation of duties and, due to this material weakness management concluded that, as of December 31, 2011, our internal control over financial reporting was ineffective. This material weakness was first identified in our Form 10-K/A amended annual report for the year ended December 31, 2008. In order to address and resolve this weakness we will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as our financial means allow. To date, our limited financial resources have not allowed us to hire the additional personnel necessary to address this material weakness.

Additionally, as a result of management’s assessment, management has determined that there is a significant deficiency with regard to the lack of a backup process for electronic financial information. There is no stored backup offsite or in a media safe, and as such, there are no regularly run test restorations of said financial information. In order to address and resolve this deficiency, we are currently researching the options available given our financial means to have a regularly scheduled and dependable offsite backup of our Company records.

ITEM 9A. CONTROLS AND PROCEDURES. - continued

Management’s Annual Report on Internal Control Over Financial Reporting

This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter (our fourth fiscal quarter in the case of an annual report) 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.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Identification of directors and executive officers

Our current directors and executive officers are as follows:

NAME	AGE	POSITION
James C. Katzaroff	55	CEO and Chairman
L. Bruce Jolliff	62	Chief Financial Officer
Carlton M. Cadwell	68	Director

In addition, Bruce W. Ratchford served as a director of the Company during 2011 and until his resignation on March 9, 2012.

Term of Office

All of our directors hold office until the next annual meeting of the stockholders or until their successors are elected and qualified. Our executive officers are appointed by our board of directors and hold office until their resignation, removal, death or retirement.

Background and Business Experience

The business experience during the past five years of each of our directors and executive officers is as follows:

James C. Katzaroff , the Chief Executive Officer and Chairman of the Board, is the founder of Advanced Medical Isotope Corporation. Initially a financial consultant with Wall Street firms Bateman Eichler, Smith Barney and EF Hutton, Mr. Katzaroff has been responsible for senior-level corporate strategy, fostering investment banking relationships, and served as a senior financial advisor for numerous start-ups and development-stage companies. From 1998 to 2001, Mr. Katzaroff held senior positions including Chief Financial Officer, Senior Vice President of Finance, Senior Vice President, and Corporate Secretary of Telemac Corporation, an international communications company active in the wireless telephony market. In 2001 he became Chairman and CEO of Apogee Biometrics, and in 2004 became President of Manakoa Services Corporation, serving as its interim CEO. He holds a Bachelor’s Degree in Business Economics from the University of California, Santa Barbara, and has completed advanced management courses at the University of Washington.

Leonard Bruce Jolliff , the Chief Financial Officer, joined Advanced Medical Isotope Corporation as chief financial officer in 2006. For nine years prior to joining the Company, Mr. Jolliff was a sole practitioner in the role of CFO for Hire and as a Forensic Accountant, working with companies ranging from Fortune 500 to small family operations. Mr. Jolliff is a CPA and a member of the Washington Society of CPAs. He is also a CFE and a member of the Association of Certified Fraud Examiners. Mr. Jolliff has held CFO and Controller positions in an array of industries and has worked as a CPA in public practice.

Carlton M. Cadwell , a Director, joined Advanced Medical Isotope Corporation as a director in 2006. Dr. Cadwell brings over 30 years of experience in business management, strategic planning, and implementation. He co-founded Cadwell Laboratories, Inc. in 1979 and has served as its President since its inception. Cadwell Laboratories, Inc. is a major international provider of neurodiagnostic medical devices. After receiving his bachelor’s degree from the University of Oregon in 1966 and a doctoral degree from the University of Washington in 1970, he began his career serving in the United States Army as a dentist for 3 years. From 1973 to 1980, Dr. Cadwell practiced dentistry in private practice and since has started several businesses.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. - continued

Identification of Significant Employees

Fu-Min Su, Ph.D . , Chief RadioChemist, was appointed as Advanced Medical Isotope Corporation’s Chief RadioChemist and Radiation Safety Officer in 2007. With over 20 years experience in medical isotope R&D and manufacture, Dr. Su is also knowledgeable in the area of coordinating and conducting clinical trials. He has worked as a senior scientist for a several bio-technology firms, including NeoRx Corporation from 1987 through 1998, Nycomed-Amersham Imaging in 1999, Bristol-Myers Squibb from 2000 to 2006, and Cellectar, LLC in 2007, during which time he developed various radiopharmaceuticals, isotope production methods and generator systems. Dr. Su has authored a number of scientific papers, and has written numerous abstracts for the Journal of Nuclear Medicine. He also holds several patents relating to radionuclide production and preparation. Dr. Su received his Ph.D. from the University of Washington.

Robert E. Schenter, Ph.D . , Chief Science Officer, with over 25 years experience in the area of radioisotope production for applications in the treatment and diagnostics of major diseases, such as cancer, heart disease, and arthritis. With more than 35 years experience in the use and production of nuclear data as applied to fission reactor systems, Dr. Schenter brings a legacy of successful application to nuclear technology projects. Dr. Schenter has been the site manager for production of medical isotopes at Westinghouse Hanford and at The Department of Energy’s Pacific Northwest National Laboratory . Dr. Schenter has been the Chief Science Officer of the Company since 2006.

Michael K. Korenko, Ph.D., Dr. Korenko was the Westinghouse Vice President in charge of the 300 and 400 areas, including the Fast Flux Testing Facility (FFTF) and all the engineering, safety analysis, and projects for the Hanford site. He was also the Executive Vice President of Closure for Safe Sites of Colorado at Rocky Flats. His most previous assignment was Chief Operating Officer for Curtiss-Wright, who produces the nuclear components for all the United States submarine and aircraft carriers as well as components for commercial nuclear power companies. During the last five years, Dr. Korenko led the business development activities for Curtiss-Wright EMD, covering the west coast of the US. This entailed visiting over one hundred small businesses to determine strategic business relationships with the parent company. This ranged from qualifying new vendors, establishing new customer, to locating acquisition targets. Three years ago he started the company Kor Ideas, LLC that focuses on improving small commercial businesses.

Dr. Korenko has a Doctor of Science from MIT, was a NATO Postdoctoral Fellow at Oxford University, and was selected as a White House Fellow for the Department of Defense, reporting to Secretary Cap Weinberger. Mike Korenko currently is the author of 28 patents and has received many awards, including the National Energy Resources Organization Research and Development Award, the U.S. Steelworkers Award for Excellence in Promoting Safety, and the Westinghouse Total Quality Award for Performance Manager of the Year.

Most relevant to AMIC, Dr. Korenko is the co-inventor with AMIC Chief Science Officer Dr. Robert Schenter, of a patent-pending process converting nuclear waste into medical isotopes.

Alan E. Waltar, Ph.D., Chairman of Scientific Advisory Board . Dr. Waltar served as director of Nuclear Energy for the Pacific Northwest National Laboratory (PNNL) in Richland, Wash. Since 2004, he has continued his affiliation with PNNL as a Senior Advisor. Waltar's other professional appointments include director of International Programs at Advanced Nuclear Medical Systems; manager of various Fast Reactor Safety and Fuels Organizations of Westinghouse Hanford Company; and as professor and department head of Nuclear Engineering at Texas A&M University.

His other teaching experience includes stints at the Joint Center for Graduate Study in Richland Wash., the University of Virginia, and Los Alamos National Laboratory. Formerly the president of the American Nuclear Society, Waltar has served on a number of international nuclear science and radiation panels, societies, and committees. He is the author of three books: Fast Breeder Reactors, America the Powerless: Facing Our Nuclear Energy Dilemma, and Radiation and Modern Life: Fulfilling Marie Curie's Dream, and has penned over 70 open literature papers.

Dr. Waltar earned his M.S. in Nuclear Engineering from M.I.T. and his PhD in Engineering Science from the University of California, Berkeley.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. - continued

Identification of Significant Employees - continued

Nigel R. Stevenson, Ph.D., Scientific Advisory Committee . Dr. Nigel Stevenson is a world renowned expert in the production of medical isotopes. He holds a Ph.D. in Nuclear Physics from the University of London and has directed many corporate innovations for imaging and therapeutic nuclide agents. For the past five years he has served as Chief Operating Officer for Clear Vascular Inc. and was previously Chief Operating Officer of Trace Life Sciences, which produced a range of medical radiochemicals and radiopharmaceuticals. Prior to this, he had been VP Production and Research for Theragenics Corp. and directed operations in Atlanta for the world’s largest cyclotron facility (14 cyclotrons) that produced brachytherapy seeds. Dr. Stevenson was also Head of Isotope Production and Research at TRIUMF (Canadian National Accelerator Laboratory) where he managed the production of medical radioisotopes for MDS Nordion.

Donald A. Ludwig, Ph.D., Scientific Advisory Committee. Dr. Ludwig is an expert in particle accelerator applications in radiation therapy, nuclear medicine and radioisotope production. Since 1988 he has served as an advisor to numerous entities in the field, both domestic and foreign. Among these are the Atomic Energy of Canada, the U. S. Department of Energy Labs at Los Alamos, Berkeley, Fermi, Hanford and Oak Ridge, the Israel Atomic Energy Agency, the Australian Nuclear Science and Technology Organization, the Kurchatov Russian Research Institute in Moscow and the Bhabha Atomic Research Center in Mumbai, India. He holds a Ph.D. from UCLA in Medical Physics as well as an MS in Nuclear Physics from Cal Tech, a BS in Physics from the U. S. Military Academy at West Point and an MBA in Theoretical Marketing from the University of Southern California.

Family Relationships

We currently do not have any executive officers or directors who are related to each other.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who own more than 10% of the Company's common stock to file with the SEC initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4, and an annual statement of beneficial ownership on Form 5. Such executive officers, directors and greater than 10% stockholders are required by SEC rules to furnish the Company with copies of all such forms that they have filed.

Based solely on its review of such forms filed with the SEC and received by the Company and representations from certain reporting persons, the Company believes that for the fiscal year ended December 31, 2011, all the executive officers, directors and more than 10% beneficial owners complied with the above described filing requirements, except that Mr. Cadwell filed five reports with late reporting of nine transactions, Mr. Katzaroff filed one report with late reporting of one transaction, Mr. Jolliff filed one report with late reporting of one transaction, Mr. Ratchford filed two reports with late reporting of three transactions, and the Cadwell Family Irrevocable Trust filed one late Form 3 report covering its initial beneficial ownership.

Code of Ethics

Our board of directors has not adopted a code of ethics that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, because of our limited number of executive officers and employees that would be covered by such a code and our limited financial resources. We anticipate that we will adopt a code of ethics after we increase the number of executive officers and employees and obtain additional financial resources.

Audit Committee and Audit Committee Financial Expert

As of the date of this report, we have not established an audit committee, and therefore, our board of directors performs the functions that customarily would be undertaken by an audit committee. Our board of directors during 2011 was comprised of three directors, two of whom we have determined satisfied the general independence standards of the Nasdaq listing requirements. See Item 13 of this Form 10-K report. However, under Nasdaq listing and SEC requirements, a member of an audit committee of a listed issuer, in addition to satisfying those independence standards, cannot be an “affiliated person” of the issuer, which depends in part upon the amount of beneficial ownership such member has of the issuer’s stock. We have determined that our independent directors during 2011 did not satisfy this additional requirement.

Our board of directors has determined that none of its current members qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. In the future, we intend to establish board committees and to appoint such persons to those committees as are necessary to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek listing on a national securities exchange.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers that earned in excess of $100,000 during the twelve month periods ended December 31, 2011 and 2010 (collectively, the “Named Executive Officers”):

Name and Principal Position	Year	Salary ($)			Bonus ($)		Stock Awards ($)		Option Awards ($) (1)		Total ($)

James C. Katzaroff	2011	$	209,285		$	-	$	-	$	47,500	$	256,785
CEO and Chairman	2010	$	439,489		$	-	$	-	$	-	$	439,489

L. Bruce Jolliff	2011	$	140,000	(2)	$	10,000	$	-	$	47,500	$	197,500
CFO (3)	2010	$	100,000		$	121,688	$	-	$	-	$	221,688

(1)

The amounts shown in this column do not reflect an amount paid to or earned or realized by any executive officer, but rather reflect the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the stock options granted to our executive officers. There is no assurance that any executive officer will realize the value shown, or any other value, from these options. The value shown is based on 250,000 options valued at $0.19 per option. The $0.19 value per option was derived utilizing the Black-Scholes option-pricing model and consisted of a $0.30 per share stock price at the valuation date and exercise price, a three year maturity, a .99% risk free rate and a 106.53 volatility.

(2)

Of this amount, $13,267 was not paid in 2011, but was accrued as of December 31, 2011.

(3)

Mr. Jolliff received the additional $10,000 and $121,688 in 2011 and 2010, respectively, to compensate him for additional duties he performed that were not contemplated in his employment contract.

Narrative Disclosure to Summary Compensation Table

We have an employment agreement with our CFO, L. Bruce Jolliff, that determines the compensation paid to him. Our Chief Executive Officer, James C. Katzaroff, does not have a written employment agreement and therefore no structured amount or schedule of pay, and so no accruals are made for his compensation. In 2011 and 2010, Mr. Katzaroff received $209,285 and $439,489 respectively, in salary. During this period of limited liquidity for the Company, the CEO has taken limited compensation.

We paid bonuses to certain employees based on their performance, our need to retain such employees and funds available. All bonus payments were approved by our board of directors.

Employment Agreement with L. Bruce Jolliff

Mr. Jolliff has a May 2007 employment agreement with the Company which provides for a salary of $100,000 per year which was increased beginning January 1, 2011 to $140,000, of which $13,267 was not paid in 2011 and was accrued as of December 31, 2011. He also received options to purchase 1,500,000 shares of the Company’s common stock at an exercise price of $0.50 per share with vesting at the rate of 500,000 options per year beginning in August 2008. Mr. Jolliff received bonuses in the amount of $10,000 and $121,688 for the years ended December 31, 2011 and 2010, respectively. The Company may terminate the agreement without cause at any time upon 30 days' written notice. Upon termination, the Company will pay Mr. Jolliff a severance allowance of two month’s salary.

ITEM 11. EXECUTIVE COMPENSATION. - continued

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth all outstanding equity awards held by our Named Executive Officers as of the end of last fiscal year.

Name	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date
James C. Katzaroff	250,000	-	$	0.30	1-12-2014

L. Bruce Jolliff	1,500,000	-	$	0.50	8-10-2012
	250,000	-	$	0.30	1-12-2014

Additional Narrative Disclosure

During May 2007, the Company granted L. Bruce Jolliff an option to purchase an aggregate of 1,500,000 shares of the Company’s common stock at an exercise price of $0.50 per share. The options vest at 500,000 shares August 2008, 500,000 shares August 2009, and 500,000 shares August 2010, and the options expire August 2012. The quoted market price of the common stock at the time of issuance of the options was $0.70 per share.

During January 2011, the Company granted James C. Katzaroff and L. Bruce Jolliff, each, an option to purchase 250,000 shares of the Company’s common stock. All options issued in January 2011 have an exercise price of $0.30 per share and are fully vested and expire on January 12, 2014. The quoted market price of the common stock at the time of issuance of the options was $0.30 per share.

Retirement, Pension, Profit Sharing or Insurance Plans

No retirement, pension, profit sharing, or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Employment Agreement with Significant Employee

Employment Agreement with Dr. Fu Min-Su

In January 2008, the Company entered into a five-year employment agreement with Dr. Fu Min-Su pursuant to which the Company agreed to pay Dr. Fu Min-Su an annual salary equal to $90,000, which was increased to $95,000 on January 1, 2010 and $110,000 on January 1, 2011.

In the event the employment is terminated by the Company without cause, by Dr. Fu Min-Su for good reason or a change in control, the Company will have to provide Dr. Fu Min-Su with one month of his base salary and any portion of an annual bonus allocated by the board of directors, disability and other welfare plan benefits for a period of one year from the date of termination and pro-rated vesting of all outstanding options, stock grants, shares of restricted stock and any other equity incentive compensation; provided, that the stock options shall be exercisable only until the earlier to occur of (i) two years from the date of the termination, or (ii) the date the option would have otherwise expired if Dr. Fu Min-Su had not terminated employment.

During the term of the employment agreement, including any extension thereof, and for a period of one year thereafter, Dr. Fu Min-Su shall not provide services that he provides for the Company for a business in the production, import for resale, and distribution of radioisotopes for use in the medical industries.

ITEM 11. EXECUTIVE COMPENSATION. - continued

Compensation of Directors

The following table sets forth information regarding compensation earned by our non-employee directors for the year ended December 31, 2011. Mr. Ratchford served as a director during 2011 and until his resignation on March 9, 2012. Mr. Katzaroff is not included in this table because he is an employee and he received no compensation for his service as a director. His compensation as an employee is shown in the Summary Compensation Table above.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($) (1)(2)		Total ($)
Carlton M. Cadwell	$	-	$	-	$	47,500	$	47,500
Bruce W. Ratchford	$	-	$	-	$	97,500	$	97,500

(1)

The amounts shown in this column do not reflect an amount paid to or earned or realized by any director, but rather reflect the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the stock options granted to our non-employee directors for 2011. There is no assurance that any director will realize the value shown, or any other value, from these options. The value shown is based on 250,000 options, for each of Mr. Cadwell and Mr. Ratchford, valued at $0.19 per option. The $0.19 value per option was derived utilizing the Black-Scholes option-pricing model and consisted of a $0.30 per share stock price at the valuation date and exercise price, a three year maturity, a .99% risk free rate and a 106.53 volatility. The value shown is based on an additional 1,000,000 options for Mr. Ratchford valued at $0.05 per option. The $0.05 value per option was derived utilizing the Black-Scholes option-pricing model and consisted of a $0.20 per share stock price at the valuation date and exercise price, a one year maturity, a .37% risk free rate and a 59.04 volatility.

(2)

The following table sets forth, for each of our non-employee directors who served during 2011, the aggregate number of stock awards and the aggregate number of stock option awards that were outstanding as of December 31, 2011:

	Outstanding		Outstanding
	Stock		Stock
Name	Awards (#)		Options (#)
Carlton M. Cadwell		-		250,000
Bruce W. Ratchford		-		1,300,000

During January 2011, the Company granted Mr. Cadwell and Mr. Ratchford options to purchase 250,000 shares, each, of common stock at an exercise price of $0.30 per share. The options are fully vested and expire January 12, 2014. During July 2011, the Company granted Mr. Ratchford options to purchase 1,000,000 shares of common stock at an exercise price of $0.20 per share. The options are fully vested and expire July 6, 2012. As of December 31, 2011, Mr. Ratchford also held options to purchase 50,000 shares of common stock at an exercise price of $0.40 per share, which were granted in November 2010. The options are fully vested and expire November 16, 2013.

There are no employment contracts or compensatory plans or arrangements with respect to any director that would result in payments by the Company to such person because of his or her resignation as a director or any change in control of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Beneficial Ownership of Our Common Stock

The following table sets forth, as of March 12, 2012, the number of shares of Common Stock beneficially owned by the following persons: (i) all persons we know to be beneficial owners of at least 5% of our Common Stock, (ii) our directors, (iii) our executive officers, both of whom are named in the Summary Compensation Table above, and (iv) all current directors and executive officers as a group. As of March 12, 2012, there were 74,758,899 shares outstanding, and 23,837,967 shares issuable upon exercise of outstanding options and conversion of outstanding convertible securities, assuming exercise and conversion occurred as of that date, for a total of 98,596,866 shares.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership (2)	Percent of Class
Cadwell Family Irrevocable Trust	21,529,907	28.8%

Carlton M. Cadwell (3)	42,577,210	46.3%

James C. Katzaroff (4)	7,657,002	10.2%

Bruce W. Ratchford (5)	7,683,244	10.1%

L. Bruce Jolliff (6)	3,225,000	4.2%

All Current Directors and Executive Officers as a group (3 individuals)	53,459,212	56.6%

(1)	The address of each of the beneficial owners above is c/o Advanced Medical Isotope Corporation, 6208 W. Okanogan Avenue, Kennewick, WA 99336, except that the address of the Cadwell Family Irrevocable Trust (the “Cadwell Trust”) is 909 North Kellogg Street, Kennewick, WA 99336.
(2)	In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired upon exercise of options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on March 12, 2012, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on March 12, 2012, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the convertible securities and upon exercise of the options. Subject to community property laws where applicable, we believe that each beneficial owner has sole power to vote and dispose of its shares, except that Mr. Cadwell under the terms of the Cadwell Trust does not have or share voting or investment power over the shares beneficially owned by the Cadwell Trust.
(3)	The beneficial ownership of Carlton M. Cadwell includes the shares beneficially owned by the Cadwell Trust, as such shares may also be deemed to be beneficially owned by Mr. Cadwell. The beneficial ownership of Mr. Cadwell also includes: (i) 500,000 shares issuable under options held by him; (ii) 9,550,997 shares issuable under convertible notes held by him with fixed conversion prices; and (iii) 7,201,970 shares issuable under a convertible note held by him with a conversion price that is dependent on the market price of our common stock prior to conversion, which for this purpose has been assumed to convert on March 12, 2012. See Item 13 of this Form 10-K report regarding our outstanding convertible notes.
(4)	Includes 500,000 shares issuable under options held by Mr. Katzaroff.
(5)	Includes 1,300,000 shares issuable under options held by Mr. Ratchford.
(6)	Includes 1,975,000 shares issuable under options held by Mr. Jolliff.

Changes in Control

We do not know of any arrangements, including any pledges of our securities that may result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Indebtedness from related parties

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. There is no security held as collateral for this loan. As of December 31, 2011, all payments were current on this stockholder loan. Since January 1, 2010, the Company has paid $86,898 in principal and $18,901 in interest to the holders of this loan. As of March 1, 2012, the outstanding balance on this loan was $76,378.

Beginning in December, 2008, we have obtained financing from Carlton M. Cadwell, one of our directors and a beneficial owner of more than 10% of our common stock, in transactions which involved our issuance of convertible notes and common stock. The table below sets forth the following information as to such financing transactions that have occurred since January 1, 2010: (i) the date of the transaction, (ii) the amount invested, (iii) the initial principal amount of the note, (iv) the conversion price at which the principal amount and accrued interest may be converted into common stock, (v) the current maturity date of the note (including extensions granted by the holder), (vi) the principal balance of the note as of March 1, 2012, and (vii) the shares of our common stock issued on the transaction date. For each of the notes, the initial principal amount shown below was the largest aggregate amount of principal outstanding since January 1, 2010.

Transaction Date	Amount Invested		Initial Principal Amount		Conversion Price		Maturity Date	Principal Balance		Shares Issued

1/20/10	$	100,000	$	100,000	$	0.50	1/20/13	$	100,000	40,000
2/16/10	$	100,000	$	100,000	$	0.50	2/16/13	$	100,000	40,000
3/17/10	$	225,000	$	225,000	$	0.40	3/17/12	$	225,000	90,000
4/27/10	$	50,500	$	50,500	$	0.40	4/27/12	$	50,500	20,200
5/19/10	$	57,200	$	57,200	$	0.30	5/19/12	$	57,200	22,880
6/21/10	$	100,000	$	100,000	$	0.18	6/21/11	$	0	40,000
7/19/10	$	100,000	$	100,000	$	0.13	7/19/11	$	0	40,000
8/20/10	$	150,000	$	150,000	$	0.09	8/20/11	$	0	60,000
9/14/10	$	150,000	$	150,000	$	0.12	9/14/11	$	0	60,000
6/9/11	$	50,000	$	50,000	$	0.22	6/9/12	$	50,000	20,000
6/17/11	$	38,500	$	38,500	$	0.20	6/17/12	$	38,500	15,400
6/30/11	$	100,866	$	100,866	$	0.20	6/30/12	$	100,866	40,346
8/31/11	$	100,700	$	100,700	$	0.25	8/31/12	$	100,700	40,280
9/22/11	$	25,000	$	25,000	$	0.28	9/22/12	$	25,000	10,000
9/30/11	$	50,000	$	50,000	$	0.28	9/30/12	$	50,000	20,000
10/21/11	$	15,000	$	15,000	$	0.22	10/21/12	$	15,000	6,000
10/31/11	$	100,000	$	100,000	$	0.24	10/31/12	$	100,000	40,000
11/25/11	$	105,500	$	105,500	$	0.23	11/25/12	$	105,500	42,200
12/30/11	$	113,600	$	113,600	$	0.10	12/30/12	$	113,600	45,440
1/31/12	$	128,500	$	128,500	$	0.15	1/31/13	$	128,500	51,400
2/21/12	$	121,500	$	121,500	$	0.16	2/21/13	$	121,500	48,600

All of the above notes bear interest at 10% per annum, with the principal and accrued interest payable on the maturity date. No principal or interest has been paid on the notes set forth in the table above. As to the notes issued in June, July, August and September, 2010, the principal and accrued interest on those notes, totaling $895,138, were converted by the holder into a total of 5,784,792 shares of our common stock at the respective conversion prices set forth above, effective December 29, 2010.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. - continued

Indebtedness from related parties - continued

The total principal balance of all convertible notes payable to Mr. Cadwell that are outstanding as of March 1, 2012 (including convertible notes issued prior to January 1, 2010) is $2,688,266, and the total accrued interest on those notes as of March 1, 2012, is $462,213. All of the outstanding convertible notes have a fixed conversion price, except for one convertible note dated December 16, 2008, in the initial principal amount of $375,000, with interest payable at 10% per annum, and a current maturity date, as extended, of December 12, 2012. At the option of the holder, that note is convertible into common stock by taking the principal to be converted and dividing it by 50% of the volume-weighted average trading price of our common stock for the 10 consecutive trading days immediately preceding the date of conversion. That note also provides that interest may be paid in shares using a 10 day moving average at the discretion of the note holder. As of March 1, 2012, the note has a principal balance of $375,000, and accrued but unpaid interest of $495,308. The convertible notes with fixed conversion prices are in book-entry form.

For additional information on our convertible notes, see the section entitled “Common Stock Issued for Convertible Debt” in Note 12 of the Notes to our Financial Statements included in this Form 10-K report.

Independent Directors

Our common stock is traded on the OTC Bulletin Board, which does not impose any independence requirements on the board of directors or the board committees of the companies whose stock is traded on that market. We have decided to adopt the independence standards of the Nasdaq listing rules in determining whether our directors are independent. Generally, under those rules a director does not qualify as an independent director if the director or a member of the director’s immediate family has had in the past three years certain relationships or affiliations with the company, the company’s auditors, or other companies that do business with the company. Our board of directors has determined that Mr. Cadwell and Mr. Ratchford each qualified as an independent director under those Nasdaq rules, and accordingly, each would have been qualified under those rules to serve on a compensation committee or a nominating committee, if we had established such committees of our board of directors. Mr. Katzaroff is not an independent director due to his employment by the Company as an executive officer.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees incurred by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2011 and 2010 were $52,000 and $56,000, respectively.

Tax Fees

The aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning during the fiscal years ended December 31, 2011 and 2010 were $2,000 and $4,500, respectively. These fees related to the preparation of federal income returns.

All Other Fees

There were no other fees billed for products or services provided by our principal accountant during the fiscal years ended December 31, 2011 and 2010.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Documents filed as part of this Report.

1. Financial Statements . The Advanced Medical Isotope Corporation Balance Sheets as of December 31, 2011 and 2010, the Statements of Operations for the years ended December 31, 2011 and 2010, the Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2011 and December 31, 2010, and the Statements of Cash Flows for the years ended December 31, 2011 and 2010, together with the notes thereto and the report of HJ & Associates, LLC as required by Item 8 are included in this 2011 Annual Report on Form 10-K as set forth in Item 8 above.

2. Financial Statement Schedules . All financial statement schedules have been omitted since they are either not required or not applicable, or because the information required is included in the financial statements or the notes thereto.

3. Exhibits . The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. Exhibits 10.3, 10.5, 10.7 and 10.10 relate to compensatory plans included or incorporated by reference as exhibits hereto.

Exhibit
Number		Description

3.1		Certificate of Incorporation of Savage Mountain Sports Corporation, dated January 11, 2000 (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10-12G (File No. 000-53497) filed on November 12, 2008).
3.2		By-Laws (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form 10-12G (File No. 000-53497) filed on November 12, 2008).
3.3		Articles and Certificate of Merger of HHH Entertainment Inc. and Savage Mountain Sports Corporation, dated April 3, 2000 (incorporated by reference to Exhibit 3.3 to our Registration Statement on Form 10-12G (File No. 000-53497) filed on November 12, 2008).
3.4		Articles and Certificate of Merger of Earth Sports Products Inc. and Savage Mountain Sports Corporation, dated May 11, 2000 (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form 10-12G (File No. 000-53497) filed on November 12, 2008).
3.5		Certificate of Amendment of Certificate of Incorporation changing the name of the Company to Advanced Medical Isotope Corporation, dated May 23, 2006 (incorporated by reference to Exhibit 3.5 to our Registration Statement on Form 10-12G (File No. 000-53497) filed on November 12, 2008).
3.6		Certificate of Amendment of Certificate of Incorporation increasing authorized capital dated September 26, 2006 (incorporated by reference to Exhibit 3.6 to our Registration Statement on Form 10-12G (File No. 000-53497) filed on November 12, 2008).
3.7		Certificate of Amendment to the Certificate of Incorporation increasing authorized common stock and authorizing preferred stock, dated May 18, 2011 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 18, 2011).
10.1		Agreement and Plan of Reorganization, dated as of December 15, 1998, by and among HHH Entertainment, Inc. and Earth Sports Products, Inc. (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form 10-12G (File No. 000-53497) filed on November 12, 2008).
10.2		Agreement and Plan of Merger of HHH Entertainment, Inc. and Savage Mountain Sports Corporation, dated as of January 6, 2000 (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form 10-12G (File No. 000-53497), filed on November 12, 2008).
10.3		Employment Agreement dated August 15, 2006 with William J. Stokes (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form 10-12G (File No. 000-53497), filed on November 12, 2008).
10.4		Agreement and Plan of Acquisition by and between Neu-Hope Technologies, Inc., UTEK Corporation and Advanced Medical Isotope Corporation, dated September 22, 2006 (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form 10-12G (File No. 000-53497), filed on November 12, 2008).
10.5		Employment Agreement dated May 16, 2007 with Leonard Bruce Jolliff (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form 10-12G (File No. 000-53497), filed on November 12, 2008).
10.6		Agreement and Plan of Acquisition by and between Isonics Corporation and Advanced Medical Isotope Corporation dated June 13, 2007 (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form 10-12G (File No. 000-53497), filed on November 12, 2008).
10.7		Employment Agreement dated January 15, 2008 with Dr. Fu-Min Su (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form 10-12G (File No. 000-53497), filed on November 12, 2008).
10.8		Master Lease Agreement dated September 20, 2007 between BancLeasing, Inc. and Advanced Medical Isotope Corporation, and related documents (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K/A filed on December 2, 2011).
10.9		Lease Agreement dated July 17, 2007 between Robert L. and Maribeth F. Myers and Advanced Medical Isotope Corporation (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K/A filed on December 2, 2011).
10.10		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).
10.11	*	Promissory Note dated December 16, 2008 between Advanced Medical Isotope Corporation and Carlton M. Cadwell
10.12	*	Memorandum of Agreement for Strategic Relationship dated August 19, 2011 between Advanced Medical Isotope Corporation and Spivak Management Inc.
31.1	*	Certification of Chief Executive Officer pursuant to Sec. 302 of the Sarbanes-Oxley Act of 2002 (4)
31.2	*	Certification of Chief Financial Officer pursuant to Sec. 302 of the Sarbanes-Oxley Act of 2002 (4)
32.1	*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. SECTION 1350 (4)
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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ADVANCED MEDICAL ISOTOPE CORPORATION

Date: March 23, 2012	By:	/s/ James C. Katzaroff
		Name: James C. Katzaroff
		Title: Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Date: March 23, 2012	By:	/s/ James C. Katzaroff
		Name: James C. Katzaroff
		Title: Chief Executive Officer, Director and Chairman (Principal Executive Officer)


Date: March 23, 2012	By:	/s/ L. Bruce Jolliff
		Name: L. Bruce Jolliff
		Title: Chief Financial Officer (Principal Financial and Accounting Officer)


Date: March 23, 2012	By:	/s/ Carlton M. Cadwell
		Name: Carlton M. Cadwell
		Title: Director

Advanced Medical Isotope Corporation

Index to Financial Statements

	Pages

Report of Independent Registered Public Accounting Firm for 2011 and 2010	F-2

Financial Statements:

Balance Sheets as of December 31, 2011 and 2010	F-3

Statements of Operations for the years ended December 31, 2011 and 2010	F-4

Statement of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2011 and 2010	F-5

Statements of Cash Flow for the years ended December 31, 2011 and 2010	F-6

Notes to Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders

Advanced Medical Isotope Corporation

Kennewick, Washington

We have audited the accompanying balance sheets of Advanced Medical Isotope Corporation as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Medical Isotope Corporation as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operation for the foreseeable future. These issues raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

March 23, 2012

F-2

Advanced Medical Isotope Corporation

Balance Sheets

ASSETS
	December 31,			December 31,
	2011			2010

Current Assets:
Cash and cash equivalents	$	52,557		$	589,390
Accounts receivable - trade		13,699			15,370
Accounts receivable - other		-			425,504
Prepaid expenses		1,060			46,975
Prepaid expenses paid with stock, current portion		35,375			89,949
Inventory		9,675			1,400
Total current assets		112,366			1,168,588

Fixed assets, net of accumulated depreciation		671,944			1,211,664

Other assets:
License fees, net of amortization		9,722			16,390
Patents and intellectual property		317,224			219,803
Prepaid expenses paid with stock, long-term portion		-			21,875
Deposits		5,406			5,406
Total other assets		332,352			263,474

Total assets	$	1,116,662		$	2,643,726

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	929,496		$	591,416
Accrued interest payable		422,279			245,105
Payroll liabilities payable		62,421			13,229
Deferred income		945,765			1,191,492
Short term loan payable		116,000			-
Loans from stockholder		83,468			126,508
Convertible notes payable		2,361,231			2,006,128
Current portion of capital lease obligations		1,031,813			405,338
Total current liabilities		5,952,473			4,579,216

Long term liabilities:
Capital lease obligations, net of current portion		-			1,029,171
Total liabilities		5,952,473			5,608,387

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;
70,653,399 and 67,917,983 shares issued and outstanding,
respectively		70,653			67,918
Paid in capital		19,174,984			18,299,253
Accumulated deficit		(24,081,448	)		(21,331,832	)
Total stockholders’ equity (deficit)		(4,835,811	)		(2,964,661	)

Total liabilities and stockholders’ equity (deficit)	$	1,116,662		$	2,643,726

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

F-3

Advanced Medical Isotope Corporation

Statements of Operations

	Years ended
	December 31,
	2011			2010

Revenues	$	393,603		$	360,613

Operating expenses
Cost of goods sold		64,042			70,130
Sales and marketing expenses		58,880			29,072
Depreciation and amortization expense		546,388			545,192
Impairment expense		-			150,000
Professional fees		906,417			1,492,883
Stock options granted		63,602			400,535
Payroll expenses		751,488			853,641
General and administrative expenses		564,655			544,499
Total operating expenses		2,955,472			4,085,952

Operating loss		(2,561,869	)		(3,725,339	)

Non-operating income (expense):
Interest expense		(408,474	)		(860,252	)
Loss on sale of assets		(25,000	)		(10,000	)
Net gain (loss) on settlement of debt		-			27,500
Recognized income from grants		245,727			512,466
Interest income		-			599
Non-operating income (expense), net		(187,747	)		(329,687	)

Loss before Income Taxes		(2,749,616	)		(4,055,026	)

Income Tax Provision		-			-

Net loss	$	(2,749,616	)	$	(4,055,026	)

Loss per common share	$	(0.04	)	$	(0.07	)

Weighted average common shares outstanding		69,352,044			56,172,887

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

F-4

Advanced Medical Isotope Corporation

Statements of Changes in Stockholders’ Equity (Deficit)

	Series A Preferred
	Stock				Common Stock				Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balances at December 31, 2009		-	$	-		52,128,817	$	52,129	$	15,415,998	$	(17,276,806	)	$	(1,808,679	)

Common stock issued for:
Cash		-		-		5,090,912		5,091		541,909		-			547,000
Services & other		-		-		4,106,632		4,107		969,891		-			973,998
Loan fees on convertible debt		-		-		413,080		413		186,611		-			187,024
Options exercised		-		-		250,000		250		72,250		-			72,500
Debt converted		-		-		5,928,542		5,928		946,708		-			952,636
Vesting of stock options		-		-		-		-		165,886		-			165,886
Net loss		-		-		-		-		-		(4,055,026	)		(4,055,026	)

Balances at December 31, 2010		-		-		67,917,983		67,918		18,299,253		(21,331,832	)		(2,964,661	)

Common stock issued for:
Services & other		-		-		393,333		393		80,607		-			81,000
Loan fees on convertible debt		-		-		279,666		280		108,334		-			108,614
Options exercised		-		-		1,906,250		1,906		341,844		-			343,750
Debt converted		-		-		156,167		156		46,694		-			46,850
Options granted for accrued expenses		-		-		-				234,650		-			234,650
Vesting of stock options		-		-		-		-		63,602					63,602
Net loss		-		-		-		-		-		(2,749,616	)		(2,749,616	)

Balances at December 31, 2011		-	$	-		70,653,399	$	70,653	$	19,174,984	$	(24,081,448	)	$	(4,835,811	)

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

F-5

Advanced Medical Isotope Corporation

Statements of Cash Flow

	Year ended			Year ended
	December 31, 2011			December 31, 2010
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss	$	(2,749,616	)	$	(4,055,026	)

Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation of fixed assets		539,720			539,499
Amortization of licenses and intangible assets		6,668			5,693
Amortization of convertible debt discount		58,299			410,198
Amortization of prepaid expenses paid with stock		92,449			205,233
Impairment of intangible assets		-			150,000
Common stock issued for services		65,000			843,248
Stock options issued for services		63,602			165,886
Net (gain) loss on settlement of debt		-			(27,500	)
Net (gain) loss on sale of fixed assets		-			10,000
Changes in operating assets and liabilities:
Accounts receivable – trade		1,671			3,660
Accounts receivable - other		425,504			(41,675	)
Inventory		(8,275	)		150
Prepaid expenses		45,915			(46,975	)
Deposits		-			2,765
Accounts payable		619,580			64,453
Payroll liabilities		49,192			(6,818	)
Accrued interest		177,174			235,227
Deferred income		(245,727	)		(907,663	)

Net cash used by operating activities		(858,844	)		(2,449,645	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used to acquire equipment		-			(16,050	)
Cash used to acquire patents and intellectual property		(97,421	)		(113,327	)
Purchase of intangibles		-			(20,000	)
Sale of fixed assets		-			125,000
Net cash used in investing activities		(97,421	)		(24,377	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on loans from stockholder		(43,040	)		(36,767	)
Principal payments on capital lease		(402,696	)		(404,909	)
Proceeds from convertible note		699,168			1,032,700
Payments on convertible debt		(293,750	)		-
Proceeds from short term debt		171,000			60,000
Payment on short term debt		(55,000	)		(60,000	)
Proceeds from cash sales of common shares		-			547,000
Proceeds from exercise of options and warrants		343,750			72,500
Net cash provided by financing activities		419,432			1,210,524

Net increase (decrease) in cash and cash equivalents	$	(536,833	)	$	551,828
Cash and cash equivalents, beginning of period		589,390			37,562

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	52,557		$	589,390

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

F-6

Advanced Medical Isotope Corporation

Statements of Cash Flow (continued)

Supplemental disclosures of cash flow information:
Cash paid for interest	$	155,865	$	204,455
Cash paid for income taxes	$	-	$	-

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

F-7

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 1: BASIS OF PRESENTATION

Nature of Organization

Advanced Medical Isotope Corporation (the “Company” or “AMIC”) 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. The Company had limited activity since inception and was considered dormant from the period May 1, 2000 through December 31, 2005. On September 6, 2006, the Company changed its name to Advanced Medical Isotope Corporation. AMIC has an authorized capital of 200,000,000 shares of Common Stock, $.001 par value per share and 20,000,000 shares of Preferred Stock, $.001 par value per share.

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 December 31, 2011 we have $52,557 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.

F-8

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Changes in Accounting and Financial Disclosures

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

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.

F-9

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Fixed Assets

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.

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 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 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.

F-10

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

License Fees

License fees resulting from the acquisition of a patent license, for the production of Actinium 225, from a related individual for common stock valued, at the time of acquisition, at $75,000, and from the result of the acquisition of a patent license, for a Neutron Generator, from Neu-Hope Technologies for preferred stock valued, at the time of acquisition, at $3,040,000, discounted for 4.25% incremental borrowing rate to $2,897,625, were fully amortized as of December 31, 2010. License fees related to a Mo-99 patent license acquired in June 2010 for $10,000 and license fees related to a Brachytherapy patent license acquired in September 2010 for $10,000 are currently being amortized over a three year period. 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 made a $10,000 investment in 2010 for a patent license regarding its technology for the production of Mo-99. In May 2010 the Company entered 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 execution of this agreement and a milestone payment of $250,000, due and payable upon reaching $50,000,000 in cumulative net sales. The $10,000 nonrefundable fee paid upon execution was capitalized as License Fees and is amortized on the straight line basis over a three year life.

The Company made a $10,000 investment in 2010 for an exclusive license with Battelle Memorial Institute regarding its technology for the production of a Brachytherapy seed. In August 2010 the Company entered into a License Agreement for the Patent Rights in the area of a Brachytherapy seed with a Fast-dissolving Matrix for Optimized Delivery of Radionuclides. This Agreement calls for a $10,000 nonrefundable fee upon execution, a royalty agreement on sales and on funds received from any sublicenses. The $10,000 nonrefundable fee paid upon execution was capitalized as License Fees and is amortized on the straight line basis over a three year life. Additionally the Agreement calls for a minimum annual fee as follows:

Calendar Year	Minimum Royalties per Calendar Year
2010	$	-
2011	$	-
2012	$	2,500
2013	$	5,000
2014	$	7,500
2015	$	10,000
2016 and each calendar year thereafter	$	25,000

The Company made a $5,000 investment in February 2011 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 and 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.

Amortization is computed using the straight-line method over the estimated useful live. Amortization of license fees was $6,666 and $5,693 for the years ended December 31, 2011 and 2010, respectively. Based on the license fees recorded at December 31, 2011, and assuming no subsequent impairment of the underlying assets, the remaining unamortized portion of $9,722, will be fully amortized during the year ending December 31, 2013. Future annual amortization is expected to be as follows:

Calendar Year	Annual Amortization
2012	$	6,666
2013	$	3,056

F-11

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Patents and Intellectual Property

The Company evaluates the recoverability of intangible assets, including patents and intellectual property, 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

Revenue for the fiscal year ended December 31, 2010 consisted of the sales of Flouride 18 and Consulting Revenue. We had no sales of stable isotopes in 2010 due to the decrease in profit margins for that product. Revenue for the fiscal year ended December 31, 2011 consisted of the sales of both Flouride 18 and sales of stable isotopes, 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

For the twelve months ended December 31, 2010 the Company recognized $23,508 of the $1,215,000 Department of Energy grant as income with the remaining $1,191,492 recorded as deferred income as of December 31, 2010. The $23,508 recognized as of December 31, 2010 was for costs incurred for the twelve months ended December 31, 2010.

The Company fully recognized the $244,479 grant money received on both the Molybdenum tax grant and the Brachytherapy tax grant as income in the twelve months ended December 31, 2010.

F-12

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Income from Grants – continued

As of December 31, 2011 and 2010 the grant money received and grant money recognized as income and deferred income is:

	$1,215,000 Brachytherapy Grant		$244,479 Molybdenum Grant		$244,479 Brachytherapy Grant		Total
Grant money received during 2010	$	1,215,000	$	205,129	$	-	$	1,420,129
Grant money recorded as account receivable		-		39,350		244,479		283,829
Total grant money		1,215,000		244,479		244,479		1,703,958
Recognized income from grants in 2010		23,508		244,479		244,479		512,466
Deferred income at December 31, 2010		1,191,492		-		-		1,191,492
Recognized income from grants in 2011		245,727		-		-		245,727
Deferred income at December 31, 2011	$	945,765	$	-	$	-	$	945,765

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 since the impact would be anti-dilutive. 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 December 31, 2011 and 2010 are as follows:

	December 31, 2011		December 31, 2010
Convertible debt		11,999,137		4,775,415
Common stock options		5,135,000		9,295,912
Total potential dilutive securities		17,134,137		14,071,327

F-13

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Research and Development Costs

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 year ended December 31, 2011. There were $12,675 tradeshow expenses incurred and not expensed as of the year ended December 31, 2010 which are prepayment costs for 2011 tradeshow expenses. During the twelve months ended December 31, 2011 and 2010 the Company incurred $8,025 and $1,750, respectively, in advertising costs.

Shipping and Handling Costs

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

Legal Contingencies

Income Taxes

F-14

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - 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 accounts 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.

Recent Accounting Pronouncements

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.

NOTE 3: ACCOUNTS RECEIVABLE - OTHER

Accounts receivable – other consist of the following at December 31, 2011 and 2010:

	December 31, 2011		December 31, 2010
Balance due on sale of fixed asset	$	-	$	125,000
Reimbursable expenses		-		16,675
Grant proceeds received February 2011		-		283,829

	$	-	$	425,504

F-15

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 4: FIXED ASSETS

Fixed assets consist of the following at December 31, 2011 and 2010:

	December 31, 2011			December 31, 2010
Production equipment	$	2,116,627		$	2,116,627
Building		446,772			446,772
Leasehold improvements		3,235			3,235
Office equipment		32,769			32,769
		2,599,403			2,599,403
Less accumulated depreciation		(1,927,459	)		(1,387,739	)
	$	671,944		$	1,211,664

Accumulated depreciation related to fixed assets is as follows:

	December 31, 2011		December 31, 2010
Production equipment	$	1,521,519	$	1,098,194
Building		382,945		273,531
Leasehold improvements		2,801		2,054
Office equipment		20,194		13,960
	$	1,927,459	$	1,387,739

Depreciation expense for the above fixed assets for the years ended December 31, 2011 and 2010, respectively, was $539,720 and $539,499.

The Company had paid an upfront fee of $150,000 towards the upgrade of its linear accelerator purchased in 2008. This fee was for the eventual upgrade of the accelerator from a 7.5 MeV to a 10 MeV accelerator. Because the Company has not yet completed this upgrade and is unsure as to whether it intends to complete the upgrade in the near term, it has chosen to write off the $150,000 as impairment expense in the twelve months ended December 31, 2010.

NOTE 5: INTANGIBLE ASSETS

Intangible assets consist of the following at December 31, 2011 and December 31, 2010:

	December 31, 2011			December 31, 2010
License Fee	$	95,000		$	95,000
Less accumulated amortization		(85,278	)		(78,610	)
		9,722			16,390
Patents and intellectual property		317,224			219,803
Intangible assets net of accumulated amortization	$	326,946		$	236,193

Amortization expense for the above intangible assets for the years ended December 31, 2011 and 2010, respectively, was $6,668 and $5,693.

F-16

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 6: RELATED PARTY TRANSACTIONS

Indebtedness from Related Parties

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. There is no security held as collateral for this loan. As of December 31, 2011, all payments were current on this stockholder loan. The Company paid $36,767 in principal and $12,030 in interest to the holders of this loan for the twelve months ended December 31, 2010; and the Company paid $43,040 in principal and $5,782 in interest for the twelve months ended December 31, 2011. As of December 31, 2011 and 2010, the outstanding balance on this loan was $83,468 and $126,508, respectively.

The Company issued various shares of common stock and convertible promissory notes during the twelve months ended December 31, 2011 and 2010 to a director and major stockholder. The details of these transactions are outlined in NOTE 12 STOCKHOLDERS’ EQUITY - Common Stock Issued for Convertible Debt .

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. During the years ended December 31, 2011 and 2010 the Company incurred rent expenses for this facility totaling $54,869 and $50,622, 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. For the years ended December 31, 2011 and 2010 the Company amortized $37,500 and $37,500 of this stock issuance and recognized it as rent expense. Additionally, during the years ended December 31, 2011 and 2010 the Company recognized an additional rent expense of $3,000 and $20,125, respectively, for additional shares issued to the Company’s landlord.

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. During the years ended December 31, 2011 and 2010 the Company incurred rent expenses for this facility totaling $32,700 and $32,800, respectively.

The Company purchased a used Cyclotron April 2009 and paid storage fees from that time until it was sold November 2010. The storage fees began at $2,050 per month until December 2009 when they were increased to $5,600 per month. Storage fees for the Cyclotron were $0 and $47,500 for the twelve months ended December 31, 2011 and 2010, respectively.

Future minimum rental payments required under the Company’s current rental agreements in excess of one year as of December 31, 2011, are as follows:

	Production
	Facility
Twelve months ended December 31, 2012	$	33,332
Twelve months ended December 31, 2013		-
Twelve months ended December 31, 2014		-
Twelve months ended December 31, 2015		-
Total	$	33,332

F-17

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 6: RELATED PARTY TRANSACTIONS - continued

Rental expense for the years ended December 31, 2011 and 2010 consisted of the following:

	Year ended December 31, 2011		Year ended December 31, 2010
Office and warehouse space	$	54,869	$	50,622
Rental expense in the form of stock issuance		40,500		57,625
Corporate office		32,700		32,800
Cyclotron storage		-		47,500
Total Rental Expense	$	128,069	$	188,547

NOTE 7: COMMITMENTS AND CONTINGENCIES

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. We did not have a relationship with UTEK before the acquisition of Neu Hope Technologies and we do not currently have any business relationship or affiliation with UTEK. On August 30, 2006, NHTI had entered into a Non-Exclusive License Agreement with the Regents of the University of California. NHTI paid a non-refundable License Issue Fee in the amount of $25,000. The license fee is non-refundable unless the Company’s commercialization plan is deemed unacceptable by the University. If the plan is deemed unacceptable, the license agreement will terminate and may be converted to a non-exclusive license. To date, no commercialization plan has been deemed acceptable or unacceptable.

In consideration for the license, the Company agreed to the following payments:

$25,000 License Issue Fee, described above;

$25,000 upon submission by University of California to U.S. Federal Drug Administration (or comparable agency) of either notification of or request for approval of (as applicable), a Licensed Product;

$100,000 upon satisfaction of necessary requirements (e.g., notification or receipt of approval, as applicable) by Federal Drug Administration (or comparable agency) for commercial sale of a Licensed Product;

Royalties equal to the greater of three percent of the Selling Price of each Licensed Product Licensee sells or the maintenance fee according to the following schedule:

2008	$	10,000	(not yet paid)
2009	$	15,000	(not yet paid)
2010	$	15,000	(not yet paid)
2011	$	45,000	(not yet paid)
2012 (and each year thereafter)	$	60,000

The License Agreement may be cancelled by giving 90 days written notice to the University. In 2008, partially due to the Company’s lack of funds to act upon the patent license for the neutron generator and develop the technology, the Company lost considerable ground towards the advantages of utilization of the patent license.

F-18

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 8: PREPAID EXPENSES PAID WITH STOCK

The Company has issued stock to companies for various service agreements extending beyond December 31, 2011. Additionally, the Company issued stock for prepaid rent which will expire annually through July 2012 at the rate of $37,500 per year. Prepaid expenses are expected to mature as follows:

For the twelve month period ending December 31, 2012	$	35,375
For the twelve month period ending December 31, 2013		-
For the twelve month period ending December 31, 2014		-
	$	35,375

NOTE 9: CAPITAL LEASE OBLIGATIONS

During September 2007, the Company obtained two master lease agreements for $1,875,000 and $631,000, with interest on both leases accruing at 8.6% annually, secured by equipment and personal guarantee of two of the major stockholders. These long-term agreements shall be deemed capital lease obligations for purposes of financial statement reporting. The purpose of the lease is to acquire a Pulsar 10.5 PET Isotope Production System for a contracted amount of $1,875,000 plus ancillary equipment and facility for $933,888. Advances made by the Lessor for the benefit of the Company, less payments, total $1,031,813 as of December 31, 2011.

This capital lease and its resulting obligation is recorded at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any portion of the payments representing taxes to be paid by the Company. This amount does not exceed the fair value of the leased property at the lease inception, so the recorded amount is the fair value.

	Capital Lease Obligation
	PET Isotope Production System		Ancillary Equipment		Total
Total lease commitment	$	1,875,000	$	933,888	$	2,808,888
Advances made for purchases	$	1,511,268	$	933,888	$	2,445,156
Principal portion of payments		749,355		663,988		1,413,343
Net balance of advances payable		761,913		269,900		1,031,813
Add factor to arrive at total future minimum lease payments		86,704		4,999		91,703
Total future minimum lease payments		848,617		274,899		1,123,516
Less amount representing interest		86,704		4,999		91,703
Present value of net minimum lease payments		761,913		269,900		1,031,813
Amounts due within one year		761,913		269,900		1,031,813
Amounts due after one year	$	-	$	-	$	-

The lease requires the Company to maintain a minimum debt service coverage ratio of 1:1 measured at fiscal year-end; non-compliance with this provision shall constitute a default and guarantors must contribute capital sufficient to fund any deficit in the debt service coverage ratio.

F-19

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 9: CAPITAL LEASE OBLIGATIONS - continued

The definition of debt service coverage ratio is EBITDA (earnings before interest, taxes, depreciation and amortization), minus cash taxes, minus unfunded capital expenditures, plus capital injections, divided by (interest plus current portion of long-term debt). According to the debt service coverage ratio computation, at December 31, 2009 the Company was not in compliance with the minimum debt service coverage ratio stipulated in the loan covenants, accordingly the Company recorded the entire value of the leases as a current value at December 31, 2009. 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 are 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 identified in the leases. Accordingly we recorded the entire value of the leases as a current obligation for the year ended December 31, 2011.

The Company’s results of the minimum debt service ratio calculation for the years December 31, 2011 and 2010 are as follows:

	December 31, 2011			December 31, 2010
Net loss	$	(2,749,616	)	$	(4,013,736	)
Interest		408,474			860,252
Depreciation and amortization		546,388			545,192
Unfunded capital expenditures		-			-
Capital injections		1,158,916			4,084,965
	$	(629,980	)	$	1,476,673

Interest plus current portion of long-term debt	$	1,031,813		$	1,434,509

Debt service coverage ratio		0.00			1.03

Principal maturities on the amount of the capital lease obligations advanced through December 31, 2011 are due as follows:

Year ended December 31,	Production Facility		Ancillary Equipment
2012	$	228,000	$	200,000
2013		249,000		69,900
2014		235,000		-
2015		49,913		-
2016		-		-
Thereafter		-		-
	$	761,913	$	269,900

The capital lease obligation is the only Company debt that contains covenants.

F-20

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 10: DEBT

The Company borrowed $60,000 July 2010, due April 2011, with interest at 8%. The holder of the note had the right, after the first ninety days of the note (October 19, 2010), to convert the note and accrued interest into common stock at a price per share equal to 58% (representing a discount rate of 42%) of the average closing price of the last five trading prices for the common stock ending one trading day prior to the date of conversion.

The Company had the right to prepay the note and accrued interest during the first ninety days following the date of the note. The amount of any prepayment equals 150% of the outstanding principal balance of the note plus accrued interest on the note. The Company prepaid the note in full prior to October 19, 2010 and therefore had recorded interest expense of $30,467 related to the prepayment cost in the accompanying financial statements for the year ending December 31, 2010. If the Company had not paid off the note and related accrued interest by October 19, 2010, the note would have become convertible and the Company would have had to accrue an additional $12,981 to interest expense to account for the beneficial conversion feature of the note. The Company paid the debt in full as of October 7, 2010.

The Company borrowed $55,000 May 2011, due February 2012, with interest at 8%. The holder of the note had the right, after the first one hundred eighty days of the note (November 8, 2011), 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 closing price of the last five trading prices for the common stock ending one trading day prior to the date of conversion.

The Company had the right to prepay the note and accrued interest during the first ninety days following the date of the note. During that time the amount of any prepayment would equal 135% of the outstanding principal balance of the note plus accrued interest on the note. The Company prepaid the note in full on August 3, 2011 and therefore has accrued interest expense of $20,046 related to the prepayment cost in the accompanying financial statements for the six months ending June 30, 2011. If the Company had not paid off the note and related accrued interest by August 10, 2011, the Company could have paid off the note between the period ninety-one days to one hundred twenty days following the issue date and the prepayment would have equaled 140% of the outstanding principal balance of the note plus accrued interest on the note. If the Company had not paid off the note and related accrued interest by November 8, 2011, the note would have become convertible and the Company would have had to accrue an additional $12,981 to interest expense to account for the beneficial conversion feature of the note.

The Company borrowed $53,000 October 2011, due July 2012, with interest at 8%. The holder of the note had the right, after the first one hundred eighty days of the note (April 15, 2012), 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.

F-21

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 10: DEBT - continued

interest on the note. The Company has the right to prepay the note and accrued interest during the third, fourth, and fifth thirty days periods following the date of the note. During that time the amount of any prepayment would equal 140%, 145%, and 150% of the outstanding principal balance of the note plus accrued interest on the note.

The Company has accrued interest expense of $871 related to the prepayment cost in the accompanying financial statements for the year ending December 31, 2011. If the Company has not paid off the note and related accrued interest by April 15, 2012, the note will become convertible and the Company would have had to accrue an additional $81,809 to interest expense to account for the beneficial conversion feature of the note.

The Company borrowed $63,000 November 2011, due August 2012, with interest at 8%. The holder of the note had the right, after the first one hundred eighty days of the note (May 15, 2012), 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 had the right to prepay the note and accrued interest during the first sixty days following the date of the note. During that time the amount of any prepayment would equal 130% of the outstanding principal balance of the note plus accrued interest on the note. The Company had the right to prepay the note and accrued interest during the next thirty days following the date of the note. During that time the amount of any prepayment would equal 135% of the outstanding principal balance of the note plus accrued interest on the note. The Company has the right to prepay the note and accrued interest during the third, fourth, and fifth thirty days periods following the date of the note. During that time the amount of any prepayment would equal 140%, 145%, and 150% of the outstanding principal balance of the note plus accrued interest on the note.

The Company has accrued interest expense of $621 related to the prepayment cost in the accompanying financial statements for the year ending December 31, 2011. If the Company has not paid off the note and related accrued interest by May 15, 2012, the note will become convertible and the Company would have had to accrue an additional $97,659 to interest expense to account for the beneficial conversion feature of the note.

NOTE 11: INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31, 2011 and 2010:

	December 31, 2011			December 31, 2010
Deferred tax assets:
Net operating loss carryover	$	5,723,000		$	5,043,000
Related party accrued interest		164,000			89,000
Deferred tax liabilities:
Depreciation		(82,000	)		(249,000	)
Valuation allowance		(5,805,000	)		(4,883,000	)
Net deferred tax asset	$	-		$	-

F-22

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 11: INCOME TAXES - continued

The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended December 31, 2011 and 2010 due to the following:

	December 31, 2011			December 31, 2010
Book income	$	(1,072,500	)	$	(1,581,500	)
Depreciation		151,500			113,500
Meals and entertainment		5,000			3,500
Stock for services		25,500			329,000
Options expense		25,000			64,500
Related party interest		75,000			56,500
Non-cash interest expense		89,500			256,000
Other		241,000			16,000
Valuation allowance		460,000			742,500
Income tax expense	$	-		$	-

At December 31, 2011, the Company had net operating loss carryforwards of approximately $14,674,000 that may be offset against future taxable income from the year 2012 through 2032.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2011, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and in the state of Washington. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006.

F-23

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY

Common Stock Sale

The Company issued 5,090,912 shares of common stock for cash during 2010. The price per share ranged from $0.10 to $0.58 per share. The Company also granted 5,090,912 warrants in conjunction with these stock for cash issuances, with an exercise price per share ranging from $0.20 to $0.87 and an exercise period of one year.

The Company issued 250,000 shares of common stock for cash during 2010 for options exercised at $0.29 per share.

The Company issued 1,906,250 shares of common stock for cash during 2011 for options exercised at prices ranging from $0.15 to $0.20 per share.

Common Stock Issued for Services and Other

In 2010, the Company issued 4,106,632 shares of common stock with a total fair market value of $973,998. The fair market value of the shares issued ranged from $0.11 to $0.50 per share. The shares were issued to extinguish $68,250 of a prior year liability, for $62,500 worth of prepaid services, and for $843,248 worth of current year services.

In 2011, the Company issued 393,333 shares of common stock with a total fair market value of $81,000. The fair market value of the shares issued ranged from $0.09 to $0.30 per share. The shares were issued for $16,000 worth of prepaid services, and for $65,000 worth of current year services.

Common Stock Issued for Convertible Debt

The Company issued 100,000 shares of its common stock in exchange for a $250,000 convertible note in 2008. The value of the $250,000 debt plus the $0.70 fair market value of the 100,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $250,000 debt and the value of the 100,000 shares. This computation resulted in an allocation of $195,313 toward the debt and $54,687 to the shares. The $54,687 value of the shares is then amortized to interest over the twelve month life of the debt. Interest expense of $36,459 has been accreted and added to the note payable bringing the total debt balance to $250,000 as of December 31, 2009. The note was rewritten May 26, 2010 for the original $250,000 note plus $43,750 of interest for the period September 4, 2008 through May 26, 2010 for a new note of $293,750, 10%, expiration date of September 30, 2010. The Company recognized interest expense on the notes principal balance of $730 and $27,553 in the accompanying financial statements for the years ended December 31, 2011 and 2010, respectively. The $293,750 original value of the note plus $17,866 interest from May 26, 2010 through January 3, 2011, for a total of $311,616, was paid January 3, 2011.

The Company issued 20,000 shares of its common stock in exchange for $50,000 convertible note in 2008. The value of the $50,000 debt plus the $0.53 fair market value of the 20,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $50,000 debt and the value of the 20,000 shares and the beneficial conversion feature. This computation resulted in an allocation of $16,258 toward the debt and $8,746 to the shares and $24,996 to the beneficial conversion feature. The $8,746 value of the shares and the $24,996 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense for the beneficial conversion feature of $0 and $28,118 has been recognized in the accompanying financial statements for the years ended December 31, 2010 and 2009. The Company recognized interest expense for the note of $1,667 and $5,000 in the accompanying financial statements for the years ended December 31, 2010 and 2009, respectively. The $50,000 original value of the note plus $7,500 interest from October 27, 2008 through April 30, 2010, for a total of $57,500, was converted into 143,750 shares of the Company’s common stock at a price of $0.40 per share effective April 30, 2010.

F-24

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY - continued

Common Stock Issued for Convertible Debt - continued

The Company issued a convertible promissory note in the amount of $375,000 with interest payable at 10% per annum in 2008 to our major stockholder, who is also a Director. The Note matures on December 16, 2009 (the "Maturity Date"). The entire outstanding principal balance and any outstanding fees or interest is due and payable in full on the Maturity Date. Interest on the Note is payable every six months until the Note is paid in full. Additionally, in connection with the convertible note, 150,000 shares of the Company’s common stock were issued to the note holder. At the option of the holder, the note is convertible, in whole or in part, into the Company’s common stock by taking the principal to be converted and dividing it by fifty percent of the volume-weighted average trading price of the Company’s common stock for the 10 consecutive trading days immediately preceding the date of conversion. The note is convertible at any time.

The embedded conversion feature within the convertible promissory note was assessed to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings.

The Company believes that the embedded derivative instrument shall not be separated from the host contract and accounted for as a derivative instrument because the criteria for that treatment has not been met as the Company’s stock is not considered to be readily convertible to cash. Per the agreement the Company is required to deliver shares of its common stock and there is no mechanism outside the contract that facilitates that. Therefore the Company concluded that conversion feature should not be bifurcated from the host instrument.

The Company allocated the proceeds to the shares issued and the debt and then calculated a beneficial conversion feature. The Company performed these calculations which resulted in a beneficial conversion feature with an intrinsic value of $322,234. The 150,000 shares of common stock were valued at $46,053 and the debt was recorded at $6,713. Because the debt is immediately convertible, the value of the beneficial conversion feature is calculated as if converted on the commitment date. The $322,234 allocated to the beneficial conversion feature along with the $46,053 allocated to the 150,000 shares of common stock is being accreted to interest expense over the twelve month life of the debt. Interest expense of $368,287 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $375,000 as of December 31, 2009. The note expired December 16, 2009, was extended by the note holder for another year until December 16, 2010, and another year to December 16, 2011, and another year to December 16, 2012. The Company recognized interest expense of $37,500 and $37,500 in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

The Company issued 40,000 shares of its common stock and a convertible promissory note in the amount of $100,000 with interest payable at 10% per annum in March 2009 to our major stockholder, who is also a Director. The Note matured in March of 2010, was extended by the note holder for another year until March, 2011, and another year until March, 2012. 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 $0.30 per share. The value of the $100,000 debt plus the $0.31 fair market value of the 40,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,000 debt and the value of the 40,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $74,603 toward the debt and $11,032 to the shares and $14,365 to the beneficial conversion feature. The $11,032 value of the shares and the $14,365 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $25,397 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $100,000 as of December 31, 2010. Additionally, $10,000 and $10,000 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

F-25

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY - continued

Common Stock Issued for Convertible Debt - continued

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 April 2009 to our major stockholder, who is also a Director. The Note matured in April of 2010, was extended by the note holder for another year until April, 2011, and extended again until April, 2012. 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 $0.31 per share. The value of the $50,000 debt plus the $0.31 fair market value of the 20,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $50,000 debt and the value of the 20,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $31,268 toward the debt and $6,140 to the shares and $12,592 to the beneficial conversion feature. The $6,140 value of the shares and the $12,592 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $18,732 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $50,000 as of December 31, 2010. Additionally, $5,000 and $5,000 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

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 May 2009 to our major stockholder, who is also a Director. The Note matured in May of 2010, was extended by the note holder for another year until May, 2011. 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 $0.28 per share. The value of the $50,000 debt plus the $0.21 fair market value of the 20,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $50,000 debt and the value of the 20,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $46,125 toward the debt and $3,875 to the shares and resulted in no beneficial conversion feature. The $3,875 value of the shares is then amortized to interest over the twelve month life of the debt. Interest expense of $3,875 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $50,000 as of December 29, 2010, the date the note was paid. Additionally, $0 and $5,035 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010. The $50,000 original value of the note plus $8,055 interest from May 20, 2009 through December 29, 2010, for a total of $58,055, was converted into 207,339 shares of the Company’s common stock at a price of $0.28 per share effective December 29, 2010.

The Company issued 110,000 shares of its common stock and a convertible promissory note in the amount of $275,000 with interest payable at 10% per annum in June 2009 to our major stockholder, who is also a Director. The Note matured in June of 2010, was extended by the note holder for another year until June, 2011. 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 $0.27 per share. The value of the $275,000 debt plus the $0.21 fair market value of the 110,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $275,000 debt and the value of the 110,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $253,690 toward the debt and $21,310 to the shares and resulted in no beneficial conversion feature. The $21,310 value of the shares is then amortized to interest over the twelve month life of the debt. Interest expense of $21,310 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $275,000 as of December 29, 2010, the date the note was paid. Additionally, $0 and $27,174 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010. The $275,000 original value of the note plus $42,644 interest from June 11, 2009 through December 29, 2010, for a total of $317,644, was converted into 1,176,459 shares of the Company’s common stock at a price of $0.27 per share effective December 29, 2010.

F-26

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY - continued

Common Stock Issued for Convertible Debt - continued

The Company issued 90,560 shares of its common stock and a convertible promissory note in the amount of $226,400 with interest payable at 10% per annum in September 2009 to our major stockholder, who is also a Director. The Note matured in September of 2010, was extended by the note holder for another year until September, 2011, and extended again until September 2012. 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 $0.31 per share. The value of the $226,400 debt plus the $0.39 fair market value of the 90,560 shares at the date of the agreement was prorated to arrive at the allocation of the original $226,400 debt and the value of the 90,560 shares and the beneficial conversion feature. The computation resulted in an allocation of $106,870 toward the debt and $30,552 to the shares and $88,978 to the beneficial conversion feature. The $30,552 value of the shares and the $88,978 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $119,530 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $226,400 as of December 31, 2010. Additionally, $22,640 and $22,640 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

The Company issued 66,000 shares of its common stock and a convertible promissory note in the amount of $155,000 with interest payable at 10% per annum in October 2009 to our major stockholder, who is also a Director. The Note matured in October of 2010, was extended by the note holder for another year until October, 2011, and extended another year to October 2012. 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 $0.51 per share. The value of the $155,000 debt plus the $0.51 fair market value of the 66,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $155,000 debt and the value of the 66,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $99,690 toward the debt and $27,655 to the shares and $27,655 to the beneficial conversion feature. The $27,655 value of the shares and the $27,655 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $55,310 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $155,000 as of December 31, 2010.

Additionally, $15,500 and $15,500 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

The Company issued 80,000 shares of its common stock and a convertible promissory note in the amount of $200,000 with interest payable at 10% per annum in November 2009 to our major stockholder, who is also a Director. The Note matured in November of 2010, was extended by the note holder for another year until November, 2011, and extended another year until November 2012. 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 $0.59 per share. The value of the $200,000 debt plus the $0.59 fair market value of the 80,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $200,000 debt and the value of the 80,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $123,624 toward the debt and $38,188 to the shares and $38,188 to the beneficial conversion feature. The $38,188 value of the shares and the $38,188 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $76,376 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $200,000 as of December 31, 2010, respectively. Additionally, $20,000 and $20,000 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

F-27

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY - continued

Common Stock Issued for Convertible Debt - continued

The Company issued 40,000 shares of its common stock and a convertible promissory note in the amount of $100,000 with interest payable at 10% per annum in December 2009 to our major stockholder, who is also a Director. The Note matured in December of 2010, was extended by the note holder for another year until December, 2011 and another year to December, 2012. 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 $0.59 per share. The value of the $100,000 debt plus the $0.59 fair market value of the 40,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,000 debt and the value of the 40,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $61,812 toward the debt and $19,094 to the shares and $19,094 to the beneficial conversion feature. The $19,094 value of the shares and the $19,094 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $38,188 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $100,000 as of December 31, 2010. Additionally, $10,000 and $10,000 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

The Company issued 40,000 shares of its common stock and a convertible promissory note in the amount of $100,000 with interest payable at 10% per annum in January 2010 to our major stockholder, who is also a Director. The Note matures in January of 2011, was extended by the note holder for another year until January, 2012, and extended another year to January, 2013. 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 $0.50 per share. The value of the $100,000 debt plus the $0.45 fair market value of the 40,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,000 debt and the value of the 40,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $79,492 toward the debt and $15,254 to the shares and $5,254 to the beneficial conversion feature. The $15,254 value of the shares and the $5,254 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $1,277 and $19,231 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $100,000 and $98,723 as of December 31, 2011 and 2010, respectively. Additionally, $10,000 and $9,452 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

The Company issued 40,000 shares of its common stock and a convertible promissory note in the amount of $100,000 with interest payable at 10% per annum in February 2010 to our major stockholder, who is also a Director. The Note matures in February of 2011, was extended by the note holder for another year until February, 2012, and extended another year to February, 2013. 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 $0.50 per share. The value of the $100,000 debt plus the $0.49 fair market value of the 40,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,000 debt and the value of the 40,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $69,224 toward the debt and $16,388 to the shares and $14,388 to the beneficial conversion feature. The $16,388 value of the shares and the $14,388 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $3,844 and $26,932 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $100,000 and $96,156 as of December 31, 2011 and 2010, respectively. Additionally, $10,000 and $8,750 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

F-28

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY - continued

Common Stock Issued for Convertible Debt – continued

The Company issued 90,000 shares of its common stock and a convertible promissory note in the amount of $225,000 with interest payable at 10% per annum in March 2010. The Note matures in March of 2011, was extended by the note holder for another year until March, 2012. 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 $0.40 per share. The value of the $225,000 debt plus the $0.40 fair market value of the 90,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $225,000 debt and the value of the 90,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $162,932 toward the debt and $31,034 to the shares and $31,034 to the beneficial conversion feature. The $31,034 value of the shares and the $31,034 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $12,937 and $49,131 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $225,000 and $212,063 as of December 31, 2011 and 2010, respectively. Additionally, $22,500 and $17,815 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

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 April 2010 to our major stockholder, who is also a Director. The Note matures in April of 2011, was extended by the note holder for another year until April, 2012. 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 $0.40 per share. The value of the $50,500 debt plus the $0.40 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 $36,568 toward the debt and $6,966 to the shares and $6,966 to the beneficial conversion feature. The $6,966 value of the shares and the $6,966 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $4,066 and $9,866 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $50,500 and $46,434 as of December 31, 2011 and 2010, respectively. Additionally, $5,050 and $3,431 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

The Company issued 22,880 shares of its common stock and a convertible promissory note in the amount of $57,200 with interest payable at 10% per annum in May 2010 to our major stockholder, who is also a Director. The Note matures in May of 2011, was extended by the note holder for another year until May, 2012. 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 $0.30 per share. The value of the $57,200 debt plus the $0.30 fair market value of the 22,880 shares at the date of the agreement was prorated to arrive at the allocation of the original $57,200 debt and the value of the 22,880 shares and the beneficial conversion feature. The computation resulted in an allocation of $44,942 toward the debt and $6,129 to the shares and $6,129 to the beneficial conversion feature. The $6,129 value of the shares and the $6,129 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $4,598 and $7,660 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $57,200 and $52,602 as of December 31, 2011 and 2010, respectively. Additionally, $5,720 and $3,575 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011 and 2010.

F-29

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY - continued

Common Stock Issued for Convertible Debt – continued

The Company issued 40,000 shares of its common stock and a convertible promissory note in the amount of $100,000 with interest payable at 10% per annum in June 2010 to our major stockholder, who is also a Director. The Note matures in June of 2011, was extended by the note holder for another year until June, 2012. 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 $0.18 per share. The value of the $100,000 debt plus the $0.18 fair market value of the 40,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,000 debt and the value of the 40,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $86,568 toward the debt and $6,716 to the shares and $6,716 to the beneficial conversion feature. The $6,716 value of the shares and the $6,716 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $13,432 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $100,000 as of December 29, 2010, the date the note was paid. Additionally, $5,233 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2010. The $100,000 original value of the note plus $5,233 interest from June 21, 2010 through December 29, 2010, for a total of $105,233, was converted into 584,627 shares of the Company’s common stock at a price of $0.18 per share effective December 29, 2010.

The Company issued 40,000 shares of its common stock and a convertible promissory note in the amount of $100,000 with interest payable at 10% per annum in July 2010 to our major stockholder, who is also a Director. The Note matures in July of 2011, was extended by the note holder for another year until July, 2012. 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 $0.13 per share. The value of the $100,000 debt plus the $0.13 fair market value of the 40,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,000 debt and the value of the 40,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $90,114 toward the debt and $4,943 to the shares and $4,943 to the beneficial conversion feature. The $4,943 value of the shares and the $4,943 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $9,886 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $100,000 as of December 29, 2010, the date the note was paid. Additionally, $4,466 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2010. The $100,000 original value of the note plus $4,466 interest from July 19, 2010 through December 29, 2010, for a total of $104,466, was converted into 584,627 shares of the Company’s common stock at a price of $0.13 per share effective December 29, 2010.

The Company issued 60,000 shares of its common stock and a convertible promissory note in the amount of $150,000 with interest payable at 10% per annum in August 2010 to our major stockholder, who is also a Director. The Note matures in August of 2011, was extended by the note holder for another year until August, 2012. 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 $0.09 per share. The value of the $150,000 debt plus the $0.09 fair market value of the 60,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $150,000 debt and the value of the 60,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $139,575 toward the debt and $5,212 to the shares and $5,212 to the beneficial conversion feature. The $5,212 value of the shares and the $5,212 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $10,424 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $100,000 as of December 29, 2010, the date the note was paid. Additionally, $5,384 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2010. The $150,000 original value of the note plus $5,384 interest from August 20, 2010 through December 29, 2010, for a total of $155,384, was converted into 1,726,484 shares of the Company’s common stock at a price of $0.09 per share effective December 29, 2010.

F-30

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY – continued

Common Stock Issued for Convertible Debt – continued

The Company issued 60,000 shares of its common stock and a convertible promissory note in the amount of $150,000 with interest payable at 10% per annum in September 2010 to our major stockholder, who is also a Director. The Note matures in September of 2011, was extended by the note holder for another year until September, 2012. 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 $0.12 per share. The value of the $150,000 debt plus the $0.12 fair market value of the 60,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $150,000 debt and the value of the 60,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $136,260 toward the debt and $6,870 to the shares and $6,870 to the beneficial conversion feature. The $6,870 value of the shares and the $6,870 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $13,740 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $150,000 as of December 29, 2010, the date the note was paid. Additionally, $4,356 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2010. The $150,000 original value of the note plus $4,356 interest from September 14, 2010 through December 29, 2010, for a total of $154,356, was converted into 1,286,301 shares of the Company’s common stock at a price of $0.12 per share effective December 29, 2010.

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 June 2011 to our major stockholder, who is also a Director. The Note matures in June of 2012. 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 $0.22 per share. The value of the $50,000 debt plus the $0.22 fair market value of the 20,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $50,000 debt and the value of the 20,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $41,912 toward the debt and $4,044 to the shares and $4,044 to the beneficial conversion feature. The $4,044 value of the shares and the $4,044 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $4,384 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $46,296 as of December 31, 2011. Additionally, $2,700 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

The Company issued 15,400 shares of its common stock and a convertible promissory note in the amount of $38,500 with interest payable at 10% per annum in June 2011 to our major stockholder, who is also a Director. The Note matures in June of 2012. 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 $0.20 per share. The value of the $38,500 debt plus the $0.20 fair market value of the 15,400 shares at the date of the agreement was prorated to arrive at the allocation of the original $38,500 debt and the value of the 15,400 shares and the beneficial conversion feature. The computation resulted in an allocation of $32,796 toward the debt and $2,852 to the shares and $2,852 to the beneficial conversion feature. The $2,852 value of the shares and the $2,852 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $3,102 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $35,899 as of December 31, 2011. Additionally, $2,086 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

The Company issued 40,346 shares of its common stock and a convertible promissory note in the amount of $100,866 with interest payable at 10% per annum in June 2011 to our major stockholder, who is also a Director. The Note matures in June of 2012. 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 $0.20 per share. The value of the $100,866 debt plus the $0.20 fair market value of the 40,346 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,866 debt and the value of the 40,346 shares and the beneficial conversion feature. The computation resulted in an allocation of $85,922 toward the debt and $7,472 to the shares and $7,472 to the beneficial conversion feature. The $7,472 value of the shares and the $7,472 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $8,160 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $93,394 as of December 31, 2011. Additionally, $5,044 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

F-31

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY – continued

Common Stock Issued for Convertible Debt – continued

The Company issued 40,280 shares of its common stock and a convertible promissory note in the amount of $100,700 with interest payable at 10% per annum in August 2011 to our major stockholder, who is also a Director. The Note matures in August of 2012. 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 $0.25 per share. The value of the $100,700 debt plus the $0.25 fair market value of the 40,280 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,700 debt and the value of the 40,280 shares and the beneficial conversion feature. The computation resulted in an allocation of $82,390 toward the debt and $9,155 to the shares and $9,155 to the beneficial conversion feature. The $9,155 value of the shares and the $9,155 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $7,627 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $90,017 as of December 31, 2011. Additionally, $4,198 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

The Company issued 10,000 shares of its common stock and a convertible promissory note in the amount of $25,000 with interest payable at 10% per annum in September 2011 to our major stockholder, who is also a Director. The Note matures in September of 2012. 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 $0.28 per share. The value of the $25,000 debt plus the $0.28 fair market value of the 10,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $25,000 debt and the value of the 10,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $19,964 toward the debt and $2,518 to the shares and $2,518 to the beneficial conversion feature. The $2,518 value of the shares and the $2,518 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $1,574 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $21,538 as of December 31, 2011. Additionally, $781 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

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 September 2011 to our major stockholder, who is also a Director. The Note matures in September of 2012. 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 $0.28 per share. The value of the $50,000 debt plus the $0.28 fair market value of the 20,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $50,000 debt and the value of the 20,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $39,928 toward the debt and $5,036 to the shares and $5,036 to the beneficial conversion feature. The $5,036 value of the shares and the $5,036 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $2,518 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $42,446 as of December 31, 2011. Additionally, $1,250 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

The Company issued 6,000 shares of its common stock and a convertible promissory note in the amount of $15,000 with interest payable at 10% per annum in October 2011 to our major stockholder, who is also a Director. The Note matures in October of 2012. 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 $0.22 per share. The value of the $15,000 debt plus the $0.22 fair market value of the 6,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $15,000 debt and the value of the 6,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $12,574 toward the debt and $1,213 to the shares and $1,213 to the beneficial conversion feature. The $1,213 value of the shares and the $1,213 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $500 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $13,074 as of December 31, 2011. Additionally, $300 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

F-32

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY – continued

Common Stock Issued for Convertible Debt – continued

The Company issued 40,000 shares of its common stock and a convertible promissory note in the amount of $100,000 with interest payable at 10% per annum in October 2011 to our major stockholder, who is also a Director. The Note matures in October of 2012. 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 $0.24 per share. The value of the $100,000 debt plus the $0.24 fair market value of the 40,000 shares at the date of the agreement was prorated to arrive at the allocation of the original $100,000 debt and the value of the 40,000 shares and the beneficial conversion feature. The computation resulted in an allocation of $82,482 toward the debt and $8,759 to the shares and $8,759 to the beneficial conversion feature. The $8,759 value of the shares and the $8,759 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $2,920 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $85,402 as of December 31, 2011. Additionally, $1,666 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

The Company issued 42,200 shares of its common stock and a convertible promissory note in the amount of $105,500 with interest payable at 10% per annum in November 2011 to our major stockholder, who is also a Director. The Note matures in November of 2012. 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 $0.23 per share. The value of the $105,500 debt plus the $0.23 fair market value of the 42,200 shares at the date of the agreement was prorated to arrive at the allocation of the original $105,500 debt and the value of the 42,200 shares and the beneficial conversion feature. The computation resulted in an allocation of $87,724 toward the debt and $8,888 to the shares and $8,888 to the beneficial conversion feature. The $8,888 value of the shares and the $8,888 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $1,480 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $89,204 as of December 31, 2011. Additionally, $880 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

The Company issued 45,440 shares of its common stock and a convertible promissory note in the amount of $113,600 with interest payable at 10% per annum in December 2011 to our major stockholder, who is also a Director. The Note matures in December of 2012. 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 $0.10 per share. The value of the $113,600 debt plus the $0.10 fair market value of the 45,440 shares at the date of the agreement was prorated to arrive at the allocation of the original $113,600 debt and the value of the 45,440 shares and the beneficial conversion feature. The computation resulted in an allocation of $104,862 toward the debt and $4,369 to the shares and $4,369 to the beneficial conversion feature. The $4,369 value of the shares and the $4,369 value of the beneficial conversion feature are then amortized to interest over the twelve month life of the debt. Interest expense of $0 has been accreted and added to the note payable bringing the total debt balance related to this convertible promissory note to $104,862 as of December 31, 2011. Additionally, $0 worth of interest expense on the notes principal balance has been recognized in the accompanying financial statements for the twelve months ending December 31, 2011.

F-33

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY – continued

Common Stock Options

Options granted to non-employees, accounted for under the fair value method

During April 2010, the Company granted a consultant options to purchase 50,000 shares of the Company’s common stock, at an exercise price of $0.26 per share. The options are fully vested and expire April 15, 2013. The quoted market price of the common stock at the time of issuance of the options was $0.26 per share. The fair value of the options totaled $7,000 using the Black-Scholes option pricing model.

The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		1.64	%
Dividend yield		0	%
Volatility factor		86.2	%
Weighted average expected life	3 year

During November 2010, the Company granted a director options to purchase 50,000 shares of the Company’s common stock, at an exercise price of $0.40 per share. The options are fully vested and expire November 16, 2013. The quoted market price of the common stock at the time of issuance of the options was $0.39 per share. The fair value of the options totaled $12,500 using the Black-Scholes option pricing model.

The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		0.67	%
Dividend yield		0	%
Volatility factor		106.1	%
Weighted average expected life	3 year

During November 2010, the Company granted a consultant options to purchase 100,000 shares of the Company’s common stock, at an exercise price of $0.39 per share. The options are fully vested and expire January 31, 2011. The quoted market price of the common stock at the time of issuance of the options was $0.39 per share. The fair value of the options totaled $15,500 using the Black-Scholes option pricing model.

The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		0.67	%
Dividend yield		0	%
Volatility factor		175.8	%
Weighted average expected life	2.5 month

F-34

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY – continued

Common Stock Options – continued

During January 2011, the Company granted consultants options to purchase 15,000 shares of the Company’s common stock, at an exercise price of $0.30 per share. The options are fully vested and expire January 12, 2014. The quoted market price of the common stock at the time of issuance of the options was $0.30 per share. The fair value of the options totaled $2,850 using the Black-Scholes option pricing model.

The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		1.03	%
Dividend yield		0	%
Volatility factor		109.2	%
Weighted average expected life	3 year

During January 2011, the Company granted directors options to purchase 500,000 shares of the Company’s common stock, at an exercise price of $0.30 per share. The options are fully vested and expire January 12, 2014. The quoted market price of the common stock at the time of issuance of the options was $0.30 per share. The fair value of the options totaled $95,000 using the Black-Scholes option pricing model.

The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		1.03	%
Dividend yield		0	%
Volatility factor		109.2	%
Weighted average expected life	3 year

During July 2011, the Company granted a director options to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $0.20 per share. The options are fully vested and expire July 6, 2012. The quoted market price of the common stock at the time of issuance of the options was $0.20 per share. The fair value of the options totaled $50,000 using the Black-Scholes option pricing model.

The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		.37	%
Dividend yield		0	%
Volatility factor		59.0	%
Weighted average expected life	1 year

F-35

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 12: STOCKHOLDERS’ EQUITY – continued

Common Stock Options – continued

During October 2011, the Company granted a consultant options to purchase 100,000 shares of the Company’s common stock, at an exercise price of $0.28 per share. The options are fully vested and expire October 20, 2014. The quoted market price of the common stock at the time of issuance of the options was $0.22 per share. The fair value of the options totaled $13,602 using the Black-Scholes option pricing model.

The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate		.470	%
Dividend yield		0	%
Volatility factor		109.9	%
Weighted average expected life	3 year

The following schedule summarizes the changes in the Company’s stock options:

						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, 2009		5,049,327		$	0.15-0.87	1.72 years		$	500,000		$	0.40

Options granted		5,290,912		$	0.20-0.87	0.76 years			-		$	0.22
Options exercised		(250,000	)	$	0.29	-			-		$	0.29
Options expired		(794,327	)	$	0.40-0.87	-			(35,000	)	$	0.46

Balance at December 31, 2010		9,295,912		$	0.15-0.87	0.90 years			465,000		$	0.29

Options granted		2,335,000		$	0.20-0.30	1.42 years			-		$	0.26
Options exercised		(1,906,250	)	$	0.15-0.20		-		(150,000	)	$	0.18
Options expired		(4,589,662	)	$	0.20-0.87		-		-		$	0.26

Balance at December 31, 2011		5,135,000		$	0.20-0.50	0.94 years		$	315,000		$	0.35

Exercisable at December 31, 2010		9,295,912		$	0.15-0.87	0.90 years		$	465,000		$	0.29

Exercisable at December 31, 2011		5,135,000		$	0.20-0.87	0.87 years		$	315,000		$	0.35

F-36

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 13: CONCENTRATIONS OF CREDIT AND OTHER RISKS

Accounts Receivable

The Company’s accounts receivable result from credit sales to customers. The Company had one customer that represented 49.2% and 61.3% of the Company’s total revenues for the years ended December 31, 2011 and 2010; and 100% of the total F-18 sales for the years ended December 31, 2011 and 2010. This same customer accounted for 100% of the Company’s net accounts receivable balance at December 31, 2011 and 2010.

The loss of this significant customer would have a temporary adverse effect on the Company’s revenues, which would continue until the Company located new customers to replace them

The Company routinely assesses the financial strength of its customers and provides an allowance for doubtful accounts as necessary.

Inventories

The Company has two products, one of which is produced in the Company’s production facility and the other product sold by the Company is purchased from one supplier. The failure of this supplier to meet its commitment on schedule could have a material adverse effect on the Company’s business, operating results and financial condition. If the sole-source supplier were to go out of business or otherwise become unable to meet its supply commitments, the process of locating and qualifying alternate sources could require up to several months, during which time the Company’s sales could be delayed. Such delays could have a material adverse effect on the Company’s business, operating results and financial condition.

NOTE 14: SUPPLEMENTAL CASH FLOW INFORMATION

During the year ended December 31, 2011, the Company had the following non-cash investing and financing activities:

Increased prepaid expenses by $16,000 and increased paid in capital by $15,900 and increased common stock by $100 due to shares issued for prepaid services.

Issued 156,167 shares of common stock for an extinguishment of $46,850 worth of debt.

Issued 1,235,000 options for an extinguishment of $234,650 worth of debt.

Decreased convertible notes payable by $108,614 and increased additional paid in capital by $108,334 and increased common stock by $280 due to 279,666 shares issued in conjunction with convertible notes for a debt discount.

During the year ended December 31, 2010, the Company had the following non-cash investing and financing activities:

Increased prepaid expenses by $62,500 and increased paid in capital by $62,250 and increased common stock by $250 due to shares issued for prepaid services.

Increased accounts receivable - other by $125,000 and increased fixed assets by $125,000 due to cash not yet received for the sale of fixed assets.

Decreased accrued expenses by $68,250 and increased paid in capital by $27,105 and increased common stock by $195 and decreased expenses by $40,950 due to stock issued for a stock subscription payable.

Increased accounts receivable - other by $283,829 and increased deferred income by $283,829 due to grant revenue not yet received or recognized.

Increased convertible notes payable by $43,750 and decreased accrued interest by $43,750 due to accrued interest capitalized to notes payable.

Decreased convertible notes payable by $187,024 and increased additional paid in capital by $186,611 and increased common stock by $413 due to shares issued in conjunction with convertible notes for a debt discount.

Decreased convertible notes payable by $875,000 and decreased accrued interest by $77,636 and increased additional paid in capital by $946,707 and increased common stock by $5,929 due to shares issued for debt conversion.

F-37

Advanced Medical Isotope Corporation

Notes to Financial Statements

For the years ended December 31, 2011 and 2010

NOTE 15: SUBSEQUENT EVENTS

In January 2012 the Company received $128,500 in exchange for a convertible 10%, one year note. The note plus interest is convertible at the option of the note holder into common stock share at $0.15 per share. In addition the Company issued the note holder 51,400 shares of its common stock as a loan origination fee.

In February 2012, the Company issued 15,000 restricted shares of its common stock to a law firm in payment of $2,000 in fees owed for legal services.

In February 2012 the Company received $121,500 in exchange for a convertible 10%, one year note. The note plus interest is convertible at the option of the note holder into common stock share at $0.16 per share. In addition the Company issued the note holder 48,600 shares of its common stock as a loan origination fee.

The Company borrowed $45,000 February 27, 2012, due August 2012, with interest at 8%. The holder of the note had the right, after the first one hundred eighty days of the note (August 24, 2012), 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 sixty days following the date of the note. During that time the amount of any prepayment would equal 130% of the outstanding principal balance of the note plus accrued interest on the note. The Company has the right to prepay the note and accrued interest during the next thirty days following the date of the note. During that time the amount of any prepayment would equal 135% of the outstanding principal balance of the note plus accrued interest on the note. The Company has the right to prepay the note and accrued interest during the third, fourth, and fifth thirty-day periods following the date of the note. During that time the amount of any prepayment would equal 140%, 145%, and 150% of the outstanding principal balance of the note plus accrued interest on the note.

On March 9, 2012, the Company issued 3,507,500 restricted shares of its common stock, representing $315,675, to employees (including executive officers) for services.

On March 9, 2012, the Company issued 483,000 restricted shares of its common stock, representing $43,470, to consultants for services.

On March 9, 2012, the Company issued three-year options to purchase 1,125,000 shares of its common stock with an exercise price of $0.09 per share to employees, executive officers and directors.

On March 9, 2012, the Company issued three-year options to purchase 825,000 shares of its common stock with an exercise price of $0.09 per share to consultants.

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional subsequent events to disclose.

F-38

EXHI BIT 10.11

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

ADVANCED MEDICAL ISOTOPE CORPORATION

A Delaware Corporation

December 16, 2008

Advanced Medical Isotope Corporation, a Delaware corporation (the "Corporation"), is indebted and, for value received, promises to pay to the order of Carlton M and Lynda J. Cadwell on [ONE YEAR FROM DATE OF ISSUE] (the "Due Date"), (unless this Note shall have been sooner called for redemption as herein provided), upon presentation of this Note, Three hundred seventy five thousand($375,000.00) (the "Principal Amount") and to pay interest on the Principal Amount at the rate of ten percent (10%) per annum as provided herein.

The Corporation covenants, promises and agrees as follows:

LOAN ORIGINATION FEE : 100,000 SHARES PER $250,000 INVESTED

1. Interest. Interest that shall accrue on the Principal Amount shall be payable six (6) months from the date of issue and every six (6) months thereafter until this Note shall be paid in full. All accrued and unpaid interest shall be payable on the Due Date and may be paid in shares on the interest due date (using a ten day moving average) at the discretion of the holder. The first payment of interest shall be made on [SIX MONTHS FROM DATE OF ISSUE], 2009. All payments of principal and interest or principal or interest shall be made at holder's address as it appears on the records of the Corporation, or at such other place as may be designated by the holder hereof.

2. Prepayment. The Corporation has advised the initial holder of this Note that the proceeds of this Note have been earmarked for general working capital purposes. It is anticipated the Corporation will be raising public monies in Q1 of 2009 and a portion of those funds will be utilized to pay some or all of this principal and interest down.

3. Redemption.

3.1. Beginning three (3) months from the date of this Note, this Note may be redeemed at the option of the Corporation in whole or in part prior to the Due Date at any time and from time to time without penalty or premium, with cash, or into shares (using a ten day moving average), or any combination thereof, at the discretion of the holder.

3.2. On the Redemption Date, the Corporation shall pay all accrued and unpaid interest on the Note up to and including the Redemption Date and shall pay to the holder hereof a dollar amount equal to the Redemption Amount, or convert to shares at the ten day moving average, or any combination thereof, at the discretion of the holder.

4. Conversion.

4.1. The holder of this Note shall have the right, at such holder's option, at any time to convert this Note in whole or in part into such number of fully paid and nonassessable shares of common stock of Advanced Medical Isotope Corporation, a Delaware corporation (the "Common Stock"), as shall be provided herein.

4.2. The holder of this Note may exercise the conversion right provided in this Section 4 by giving written notice (the "Conversion Notice") to the Corporation of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by the Note. The number of shares of Common Stock that shall be issuable upon conversion of the Note shall equal the principal amount of the Note to be converted divided by fifty percent (50%) of the volume-weighted average trading price of the Common Stock for the ten (10) consecutive trading days immediately preceding the Conversion Notice.

4.3. Conversion shall be deemed to have been effected on the date the Conversion Notice is given (the "Conversion Date"). Within 10 business days after receipt of the Conversion Notice, the Corporation shall issue and deliver by hand against a signed receipt therefore or by United States registered mail, return receipt requested, to the address designated by the holder of this Note in the Conversion Notice, a stock certificate or stock certificates representing the number of shares of Common Stock to which such holder is entitled and a check or cash in payment of all interest accrued and unpaid on the Note up to and including the Conversion Date.

4.4. Taxes. The Corporation shall pay all documentary, stamp or other transactional taxes and charges attributable to the issuance or delivery of shares of the Common Stock upon conversion; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the record holder of this Note.

4.5. Reservation of Shares. The Corporation shall cause Advanced Medical Isotope Corporation to reserve and keep available, free from preemptive rights, unissued or treasury shares of Common Stock sufficient to effect the conversion of this Note while this Note is outstanding.

5. Adjustments

5.1. In case issued and outstanding shares of Common Stock shall be subdivided or split up into a greater number of shares of the Common Stock, the Redemption Trigger Price in effect at the opening of business on the business day immediately preceding the date fixed for the determination of the stockholders whose shares of Common Stock shall be subdivided or split up (the "Split Record Date") shall be proportionately decreased, and in case issued and outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Redemption Trigger Price in effect at the opening of business on the business day immediately preceding the date fixed for the determination of the stockholders whose shares of Common Stock shall be combined (the "Combination Record Date") shall be proportionately increased, such increase or decrease, as the case may be, becoming effective immediately after the opening of business on the business day immediately after the Split Record Date or the Combination Record Date, as the case may be.

5.2. Notice of Adjustment. Whenever the Redemption Trigger Price shall be adjusted as provided in Section 5 hereof, the Corporation shall prepare and send to the holder of this Note a statement, signed by the chief financial officer of the Corporation, showing in detail the facts requiring such adjustment and the Redemption Trigger Price that shall be in effect after such adjustment.

6. Default.

6.1. The entire unpaid and unredeemed balance of the Principal Amount and all Interest accrued and unpaid on this Note shall, at the election of the holder, be and become immediately due and payable upon the occurrence of any of the following events (a "Default Event"):

(a) The non-payment by the Corporation when due of principal and interest or of any other payment as provided in this Note or with respect to any other Note issued by the Corporation.

(b) If the Corporation (i) applies for or consents to the appointment of, or if there shall be a taking of possession by, a receiver, custodian, trustee or liquidator for the Corporation or any of its property; (ii) becomes generally unable to pay its debts as they become due; (iii) makes a general assignment for the benefit of creditors or becomes insolvent; (iv) files or is served with any petition for relief under the Bankruptcy Code or any similar federal or state statute; (v) has any judgment entered against it in excess of $3,000,000 in any one instance or in the aggregate during any consecutive 12 month period or has any attachment or levy made to or against any of its property or assets; (vi) defaults with respect to any evidence of indebtedness or liability for borrowed money, or any such indebtedness shall not be paid as and when due and payable; or (vii) has assessed or imposed against it, or if there shall exist, any general or specific lien for any federal, state or local taxes or charges against any of its property or assets.

(c) Any failure by the Corporation to issue and deliver shares of Common Stock as provided herein upon conversion of this Note.

6.2. Each right, power or remedy of the holder hereof upon the occurrence of any Default Event as provided for in this Note or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Note or now or hereafter existing at law or in equity or by statute, and the exercise or beginning of the exercise by the holder or transferee hereof of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by the holder hereof of any or all such other rights, powers or remedies.

7. Failure to Act and Waiver. No failure or delay by the holder hereof to insist upon the strict performance of any term of this Note or to exercise any right, power or remedy consequent upon a default hereunder shall constitute a waiver of any such term or of any such breach, or preclude the holder hereof from exercising any such right, power or remedy at any later time or times. By accepting payment after the due date of any amount payable under this Note, the holder hereof shall not be deemed to waive the right either to require payment when due of all other amounts payable under this Note, or to declare a default for failure to effect such payment of any such other amount.

The failure of the holder of this Note to give notice of any failure or breach of the Corporation under this Note shall not constitute a waiver of any right or remedy in respect of such continuing failure or breach or any subsequent failure or breach.

8. Consent to Jurisdiction. The Corporation hereby agrees and consents that any action, suit or proceeding arising out of this Note may be brought in any appropriate court in the State of Washington, or in any other court having jurisdiction over the subject matter, all at the sole election of the holder hereof, and by the issuance and execution of this Note the Corporation irrevocably consents to the jurisdiction of each such court.

9. Transfer. This Note shall be transferred on the books of the Corporation only by the registered holder hereof or by his/her attorney duly authorized in writing or by delivery to the Corporation of a duly executed Assignment substantially in the form attached hereto as Exhibit A. The Corporation shall be entitled to treat any holder of record of the Note as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in this Note in the name of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the Laws of Colorado.

10. Notices. All notices and communications under this Note shall be in writing and shall be either delivered in person or accompanied by a signed receipt therefor or mailed first-class United States certified mail, return receipt requested, postage prepaid, and addressed as follows: if to the Corporation, 6208 W. Okanogan Ave., Kennewick, Washington, and, if to the holder of this Note, to the address of such holder as it appears in the books of the Corporation. Any notice of communication shall be deemed given and received as of the date of such delivery or mailing.

11. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of Washington State, or, where applicable, the laws of the United States.

IN WITNESS WHEREOF, the Corporation has caused this Note to be duly executed under its corporate seal.

/s/ James C. Katzaroff			/s/ Carlton M. Cadwell
James C. Katzaroff, CEO			Carlton M. Cadwell
Advanced Medical Isotope Corporation

EXHI BIT 10.12

MEMORANDUM OF AGREEMENT FOR STRATEGIC RELATIONSHIP

T HIS M EMORANDUM OF A GREEMENT FOR S TRATEGIC R ELATIONSHIP (" MOA " ) DATED AS OF A UGUST 19 , 2011 AND BY AND BETWEEN A DVANCED M EDICAL I SOTOPE C ORPORATION , A D ELAWARE CORPORATION (" AMIC " ) AND S PIVAK M ANAGEMENT I NC . , A C ALIFORNIA CORPORATION (" SM I ") SETS FORTH THE TERMS OF A STRATEGIC RELATIONSHIP AMONG AMIC , SMI AND M ANN H EALTHCARE P ARTNERS I NC . , A D ELAWARE CORPORATION (" MHP " ) AND IS ENTERED INTO ON THE FOLLOWING TERMS :

WHEREAS

A.	Through a joint venture with SMI and SMI's relationship with MHP, SMI and MHP will assist AMIC with: (1) strategic advice, (2) deal-specific advice and assistance, (3) board representation, and (4) introductions to potential investors.

B.	The initial use of proceeds will consist of funds to initiate purchase of a stable isotope company identified by AMIC (the " Initial Targe t "), operating overhead for AMIC and prepayment of SMI's and MHP's expenses to assist AMIC.

NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

AMIC and SMI hereby agree to form a joint venture (the " Venture " ), through which SMI, directly and through SMI's relationship with MHP, will provide management and consulting services to AMIC in forming and implementing its commercial and growth strategies, participate in structuring and negotiating acquisitions and ventures and introduce AMIC to potential investors and investment bankers. Neither SMI nor MHP will perform or provide any services for which a license is required, including, without limitation, investment banking or law. MHP also will provide advice directly to the Venture and AMIC through a consulting agreement described below. The Venture will be terminable by either AMIC or SMI if the introduction described in the first sentence of Section 2 does not occur within two months after the date the Information Confirmation (as defined in Section 2) occurs (such outside date, the " Introduction Date " ). If either AMIC or SMI terminates the Venture, thereafter the parties will have no further obligations to each other, except as otherwise provided for herein. The foregoing termination right is the sole remedy available to either party for the fact that an introduction described in Section 2 does not occur.

Commencing promptly after formation of the Venture and confirmation of the financial information of the Initial Target to the summary financial information presented by AMIC (the " Information Confirmation " ) , MHP will introduce AMIC to an entity or entities prepared to invest from $1.2 million to $2 million into AMIC. The terms and conditions of any investment are in the discretion of AMIC and the investor(s). The initial use of proceeds will consist of funds to initiate purchase of the Initial Target , operating overhead for AMIC and prepayment of SMI's expenses to assist AMIC , as described in Section 3 below. The parties recognize that AMIC may also have to pay stock or by means of an earn-out or other similar consideration for the Initial Target. Except with respect to the termination right provided in Section 1 above , no party hereto makes any representation or warranty regarding when or whether the introduction described in this Section 2 or any other introduction will occur. SMI represents to AMIC that it has been advised by MHP that MHP is optimistic about making the introduction described in this Section 2 , though MHP has not guaranteed any particular introduction or the outcome thereof , and the parties acknowledge that MHP's perspective is based upon the summary financial information presented by AMIC.

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If AMIC accepts the investment, AMIC will contribute to the Venture a fee to be paid to SMI of $75,000 and the sum of $200,000 as a pre-payment of SMI's and MHP's expenses with respect to the Venture (" Initial Fee "). If fees, costs and expenses incurred, paid or payable by SMI and/or MHP with respect to the Venture are less than $200,000, SMI will reimburse the excess to AMIC following completion of financing activities. If fees, costs and expenses incurred, paid or payable by SMI and/or MHP with respect to the Venture exceed $200,000 but are less than $275,000, reimbursement of such fees, costs and expenses above $200,000 (and not to exceed $75,000) will be deferred and paid from the next financing after the $1.2 million financing. If fees, costs and expenses incurred, paid or payable by SMI and/or MHP with respect to the Venture exceed $275,000, the amount above $275,000 will be reimbursed by AMIC as incurred. In the event SMI and/or Ted Maloney is requested to assist AMIC prior to the payment of the Initial Fee and SMI and/or Maloney agree to so assist AMIC, then all expenses related to such assistance will be advanced by AMIC and shall be deducted from the Initial Fee. SMI shall be entitled to select class of travel and hotel with respect to any requested travel.

If so requested by SMI, legal work on matters undertaken in furtherance of the Venture and related AMIC acquisitions and transactions will be handled by the law firm of SML LLP on the financial terms typically charged by SML LLP for such work, unless otherwise requested by AMIC as required or advantageous to AMIC under the circumstances and consented to by SMI, such consent not to be unreasonably withheld. The parties hereto hereby acknowledge that Kenin M. Spivak ("Spivak"), an officer and director of SMI, and Ted Maloney, a partner of MHP, also are partners in SML LLP.

In consideration of SMI's and MHP's respective time, efforts and contributions to the Venture, AMIC will sell to Spivak as SMI's designee 5,033,333 warrants (the "Spivak Warrants") and to MHP and its designees 15,100,000 warrants (the "MHP Warrants" and, together with the Spivak Warrants, the "Warrants"). The Warrants will be subject to forfeiture as described below. MHP may assign the MHP Warrants to MHP affiliates or partners and if it does so, all forfeitures will apply ratably to all MHP Warrants held by each holder unless MHP otherwise advises AMIC and SMI by written notice at the time of its assignment of the MHP Warrants to implement a non-ratable forfeiture that totals the same number of total Warrants at all levels of forfeiture. Except for such assignments and assignments to affiliates (including intervivos trusts or other entities formed for estate planning purposes), spouses or by inheritance or intestacy, neither the Spivak Warrants nor the MHP Warrants are assignable. Whether or not they execute a joinder agreement to this Agreement, all such assignees take Warrants subject to the terms of this Agreement, and all certificates or other documents representing the Warrants will contain appropriate legends, including legends referencing this Agreement.

If the following capitalization table understates the number of AMIC shares of common stock, options, warrants or convertible securities outstanding, the number of Spivak Warrants and the number of MHP Warrants issued hereunder each will increase by seventeen and one-half percent (17.5%) of that additional number of shares of common stock, options, warrants or convertible securities outstanding. Such additional Warrants will be subject to forfeiture in the same proportions as described below.

69,959,896 shares o/s

9,490,000 options and warrants o/s

6,567,655 convertible debt

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The initial exercise price of the Warrants will be $.20 per share. The Warrants will have customary weighted average anti-dilution protection, based on a weighted 30-day moving average, for issuances below market and will have a full-ratchet anti-dilution protection for issuances below the then-applicable exercise price.

AMIC initially will have the right to require exercise at $1.00 per share, reduced to 500% of the exercise price if the exercise price is reduced by the anti-dilution protection, and reduced or increased to 500% of the adjusted exercise price in the event of an adjustment due to stock split (forward or reverse), stock dividend or other recapitalization transactions.

Subject to the forced exercise provision, at the holder's election, exercise will be for cash or cashless.

AMIC will be entitled to a purchase price of one-tenth of one cent per Warrant, provided that AMIC will pay compensation to SMI equal to one-tenth of one cent for each Spivak Warrant and like compensation to MHP for each MHP Warrant, offsetting the purchase price. There will be no refund of the purchase price or compensation if Warrants are forfeited.

7.	Spivak Warrants will be forfeited as follows:

3,523,333 warrants are not subject to forfeiture.

If AMIC does not enter into contracts acceptable to AMIC by the date two months after the Introduction Date (the " First Determination Date ") to secure capital in excess of the $1.2 million described above, the sum of the following number of Warrants will be forfeited:

503,333 Warrants, plus

ii.

Up to 1,006,667 Warrants as follows: the same percentage of 1,006,667 Warrants as the percentage shortfall between $10 million and $1.2 million.

iii.

By way of illustration, if the total capital contracted is $3 million (inclusive of the $1.2 million), then the shortfall is 7/9 (77.78%); 77.78% of 1,006,667 Warrants is 782,963 Warrants. In this example, a total of 1,286,296 Warrants would be forfeited (503,333 + 782,963), leaving 3,747,037 Warrants.

If AMIC does not enter into contracts acceptable to AMIC by the date five months after the Introduction Date (the " Second Determination Date ") to secure capital in excess of $10 million of capital, the following number of Warrants will be forfeited: the same percentage of 503,333 Warrants as the percentage shortfall between $30 million and $10 million. By way of illustration, if the total capital contracted is $20 million (inclusive of the $10 million), then the shortfall is 50%; 50% of 503,333 Warrants in the example above is 251,667 Warrants. In this example, a total of 251,667 Warrants would be forfeited, leaving 4,781,667 Warrants.

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As it relates to forfeiture, references to contracts include memoranda of understanding, provided that within 90 days thereafter the memorandum is succeeded by a definitive agreement and/or a completed financing.

8.	MHP Warrants will be forfeited as follows:

3,523,333 warrants are not subject to forfeiture.

If AMIC does not enter into contracts acceptable to AMIC by the First Determination Date to secure capital in excess of the $1.2 million described above, the sum of the following number of Warrants will be forfeited:

3,523,333 Warrants, plus

ii.

Up to 8,053,333 Warrants as follows: the same percentage of 8,053,333 Warrants as the percentage shortfall between $10 million and $1.2 million.

iii.

By way of illustration, if the total capital contracted is $3 million (inclusive of the $1.2 million), then the shortfall is 7/9 (77.78%); 77.78% of 8,053,333 Warrants is 6,263,704 Warrants. In this example, a total of 9,787,037 Warrants would be forfeited (3,523,333 + 6,263,704), leaving 5,312,963 Warrants.

If AMIC does not enter into contracts acceptable to AMIC by the Second Determination Date to secure capital in excess of $10 million of capital, the following number of Warrants will be forfeited: the same percentage of 3,523,333 Warrants as the percentage shortfall between $30 million and $10 million. By way of illustration, if the total capital contracted is $20 million (inclusive of the $10 million), then the shortfall is 50%; 50% of 3,523,333 Warrants in the example above is 1,761,667 Warrants. In this example, a total of 1,761,667 Warrants would be forfeited, leaving 13,338,333 Warrants.

As it relates to forfeiture, references to contracts include preliminary documents such as memoranda of understanding, provided that within 90 days thereafter the preliminary document is succeeded by a definitive agreement and/or a completed financing.

9.	SMI will be entitled to designate one board member. SMI may from time-to-time remove such member and may from time-to-time designate the successor. SMI, MHP, the board designee and Spivak will be named beneficiaries and insured under AMIC's insurance policies.

10.

Pursuant to this Section 10, AMIC hereby engages SMI as a consultant to AMIC and the Venture, and SMI accepts such engagement as a consultant, to provide the services enumerated as (1), (2) and (3) in Whereas clause A. SMI also will have the rights and any duties specifically designated for SMI in this Agreement. In consideration thereof, SMI will receive the compensation described below in Section 12. AMIC and SMI hereby incorporate herein by this reference SMI's standard consulting agreement terms and conditions to govern such consulting arrangement, a copy of which is attached hereto as an Appendix. This Section 10, the relevant provisions of Sections 12, 13 and 14 and the Appendix constitute the "SMI Agreement" and at SMI's request will be replaced by a standalone agreement consistent herewith.

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11.

Within five days after entering into this MOA, AMIC will enter into a consulting agreement (the " MHP Agreement ") with MHP on substantially the same terms as the SMI Agreement, except that: (a) MHP will provide board representation only if so designated by SMI, (b) MHP will provide the services enumerated as (1), (2) and (4) in Whereas clause A; (c) SMI (not MHP) will have the approval and designation rights described in this MOA; (d) MHP's compensation terms differ, as described in Section 12, (e) if and during any period SMI designates a representative of MHP to be a director of AMIC, MHP (not SMI) will provide that individual's services as a director; and (f) there will be other differences as specified in this Agreement.

12.

The annual compensation payable under each of the SMI Agreement and the MHP Agreement will be one-third of the cash and stock compensation payable to the highest compensated executive officer of AMIC in each year and such payments will be made at the same time and in the same manner as payments are made to such officer. The initial term of the MHP Agreement will be three years and the initial term of the SMI Agreement is five years. Each such term will, unless notice of termination is delivered by either party thereto during the 30 days prior to each anniversary date, be automatically extended on such anniversary date for an additional one year.

The compensation payable to SMI under the SMI Agreement will be reduced below one-third (33-1/3%) and to a minimum of one-fifth (20%) of the compensation payable to the highest paid executive of AMIC if AMIC contracts for less than $10 million of capital by the date three months after the Introduction Date. The reduction from one-third to one-fifth will be ratable, based on the amount less than $10 million and more than $1.2 million contracted to by AMIC by the date three months after the Introduction Date. By way of illustration, if AMIC contracts for $5 million inclusive of the $1.2 million, the reduction would be 5/9 of the difference between one-third and one-fifth (0.13333), i.e., the reduction would equal the product of 5/9 and 0.1333, which is 0.074 and as a result, SMI would be entitled to be compensated at the rate equal to the difference between 0.3333 and rate of 0.074, which is 25.93% of the compensation payable to AMIC's highest paid executive.

The compensation payable under the MHP consulting agreement will be reduced below one-third (33-1/3%) and to a minimum of one-twentieth (5%) of the compensation payable to the highest paid executive of AMIC if AMIC contracts for less than $10 million of capital by the date three months after the Introduction Date. The reduction from one-third to one-twentieth will be ratable, based on the amount less than $10 million and more than $1.2 million contracted for by AMIC by the date three months after the Introduction Date. By way of illustration, if AMIC contracts for $5 million inclusive of the $1.2 million, the reduction would be 5/9 of the difference between one-third and one-twentieth (0.28333), i.e., the reduction would equal the product of 5/9 and 0.28333, which is 0.1574 and as a result, MHP would be entitled to be compensated at the rate equal to the difference between 0.3333 and 0.1574, which is 0.1759, resulting in compensation to MHP equal to 17.59% of the compensation payable to AMIC's highest paid executive.

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13.

As part of its consulting services to AMIC, SMI will advise AMIC in connection with an identified medical isotope production transaction and an identified transaction (which may be in the form of a commercial, investment, acquisition or other transaction) presented through MHP's relationships. This advice will be included within the compensation structure provided above, provided that if advice is required prior to the pre-payment of expenses to SMI, AMIC will separately pre-pay SMI's expenses with respect thereto and then may deduct such sums from the $275,000 pre-payment of expenses described above.

14.	Except as required by law, all public announcements pertaining to this MOA or made by AMIC pertaining to SMI or MHP shall be mutually approved by AMIC and SMI.

15.	Certain Rules of Construction:

Captions and Section Headings . Any captions and section headings appearing in this MOA are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this MOA.

No Interpretation Against a Party . Neither this MOA nor any uncertainty or ambiguity in it shall be construed or resolved using any presumption against any party. On the contrary, each party acknowledges that this MOA has been reviewed by its legal counsel and, in the case of any ambiguity or uncertainty, shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intention of the parties.

References. Reference to MOA . Any reference to this MOA includes any and all permitted amendments, supplements, extensions, and renewals of this MOA. Any references in this MOA to any document, instrument or agreement (1) shall include all exhibits, appendices, schedules and other attachments thereto, (2) shall include all documents, instruments or agreements issued or executed in replacement thereof if such replacement is permitted hereby or thereby, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time if such amendment, modification or supplement is permitted h

Additional Rules of Construction. References in this MOA to "Persons" shall include individuals and legal entities, of whatever form. The words "hereof," "herein" and "hereunder" and words of similar import when used in this MOA shall refer to this MOA as a whole and not to any particular provision of this MOA. Unless the context clearly requires otherwise (1) the plural and singular numbers shall each be deemed to include the other; (2) the masculine, feminine and neuter genders shall each be deemed to include the others; (3) "shall," "will" or "agrees" are mandatory and "may" is permissive; (4) "or" is not exclusive, and (5) "includes" and "including" are not limiting and mean "without limitation."

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Other Agreements. In the event of any inconsistency between the terms of this MOA and the terms of any other agreement among the Parties, the terms of the subsequent agreement shall govern.

16.	General Provisions:

Further Cooperation. Each party shall promptly execute, acknowledge and deliver, or promptly procure the execution, acknowledgement and delivery, of any and all further certificates, agreements and instruments which may be necessary or expedient to effectuate the purposes of this MOA.

Indemnification: AMIC indemnifies and holds harmless SMI, MHP and their shareholders, members, partners, directors, officers, employees, agents, representatives, counsel and their spouses from any claims, costs, judgements, settlements, fees, fines and expenses arising from or related to any alleged acts or omissions to act by AMIC or its agents and representatives, any alleged securities filing, public announcement or information allegedly provided by AMIC or its agents and representatives and any alleged failure by AMIC or its representatives to comply with all laws and regulations applicable to the foregoing.

Assignment. Except as set forth herein with respect to payment of amounts to third parties in connection with performance of the services provided for herein and as applicable to the right of SMI and its designees to transfer warrants received as compensation in accordance with applicable securities laws, no party shall have any right, power or ability to assign its rights or benefits or delegate its duties or obligations under this MOA without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the first sentence of this section, either party, upon thirty (30) days prior written notice to the other, may assign its rights or delegate its duties or any portion thereof as a matter of right without the consent of the other party to (1) an affiliate of the assignor or (2) a Person succeeding to substantially all of the business of the party effecting such assignment, provided in either case that the assignee specifically assumes all obligations of the assignor party under this MOA, and provided further that the assignor shall continue to remain primarily liable for all obligations (monetary and non-monetary) assumed by the assignee. No party shall have the power to make an assignment in contradiction of this paragraph. Any purported assignment, grant or transfer in contradiction of this MOA shall be void ab initio.

No Third-Party Beneficiaries. MHP is an express intended third-party beneficiary of the provisions hereof relating to MHP. Except as described in this MOA, no third Person is a beneficiary of this MOA and no third Person is a guarantor of the performance by any party, nor shall any third Person have any liability with respect to the performance by any party. SMI is not liable for MHP and MHP is not liable for SMI.

Notices. All notices and other communications to any party under this MOA shall be in writing and shall be given in writing and shall be given to the party at its address or facsimile number set forth below or any other address or facsimile number as the party may hereafter specify for the purpose of notice hereunder.

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Each notice or other communication shall be effective (1) if delivered in person, when so delivered, (2) if given by registered or certified (or comparable) mail, return receipt requested, five (5) business days after deposit in the mail with postage prepaid, (3) if sent by nationally recognized overnight air courier (including UPS and Federal Express), on the second business day after delivery to an overnight air courier service, carriage prepaid, or (4) if given by facsimile, at the moment of transmission by facsimile if the party sending the facsimile has telephonically confirmed its successful transmission.

Notices to AMIC shall be given to:

Advanced Medical Isotope Corporation

Attention: James Katzaroff

6208 W. Okanogan Ave.

Kennewick, Wa. 99336

Fax: +1 (509) 736-4007

Email: jkatzaroff@isotopeworld.com

Notices to SMI shall be given to:

Spivak Management Inc.

Attn: Kenin M. Spivak

450 North Roxbury Drive, 7th Floor

Beverly Hills, California 90210

Fax: +1 (310) 691-5809

Email: kspivak@SMImanagement.com

With a copy to:

SML LLP

Attention: Ted Maloney

450 North Roxbury Drive, 7th Floor

Beverly Hills, California 90210

Fax: +1 (424) 238-2162

Email: tmaloney@SML-LLP.com

Governing Law. This MOA will be governed by and interpreted in accordance with the law of the State of California, without regard to conflicts of law provisions thereof.

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Dispute Resolution. Any controversy or claim arising out of or relating to this MOA, or any breach hereof, shall be submitted to JAMS and settled by confidential arbitration in accordance with the commercial arbitration rules of JAMS (the "JAMS Rules"), which JAMS Rules are deemed to be incorporated by reference into this paragraph. THE PARTIES EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY CONTROVERSY OR CLAIM ARISING OUT OF THIS AGREEMENT OR THE BREACH HEREOF. Arbitration will be conducted by a single arbitrator, unless the parties agree otherwise. The language of arbitration shall be in English and the arbitral award shall be final and binding on the parties. The arbitrator(s) shall apply the rules of evidence under California law. The decision reached by the arbitrator may be entered as a judgment of any court whose jurisdiction covers the venue of the arbitration proceeding. The place of the arbitration shall be Beverly Hills, California, or such other mutually convenient location as agreed by the parties. The parties waive any and all objections based on the jurisdiction, venue or proceedings set forth in this paragraph. All fees and expenses of the arbitrator(s) shall be initially borne on a pro rata basis by the parties, but shall be recoverable by the prevailing party. If any party fails to pay its share of the fees and expenses of the arbitrator(s) when and as due then the other party may request upon ten (10) days written notice to all parties, and the arbitrator(s) shall enter, an award by default against the non-paying party, unless such fees are paid within such ten-day (10-day) period. All fees and expenses of counsel to each party shall be initially borne by such party, but the arbitrator(s) shall award the prevailing party reasonable costs and expenses, including reasonable attorneys' fees and expert witness fees, to resolve the dispute and to enforce the final judgment.

Waiver . Any waiver of the provisions of this MOA or of a party's rights or remedies under this MOA must be in writing to be effective. Failure, neglect or delay by a party to enforce the provisions of this MOA or its rights or remedies at any time will not be construed to be deemed a waiver of such party's rights under this MOA and will not in any way affect the validity of the whole or any part of this MOA or prejudice such party's right to take subsequent action.

Attorneys’ Fees and Litigation Costs. In any arbitration or other proceeding by which one party either seeks to enforce its rights under this MOA (whether in contract, tort, or otherwise) or seeks a declaration of any rights or obligations under this MOA, the prevailing party shall be awarded reasonable costs and expenses, including reasonable attorneys' fees and expert witness fees, to resolve the dispute and to enforce the final judgment.

Severability. If a court or an arbitrator of competent jurisdiction holds any provision of this MOA to be illegal, unenforceable or invalid in whole or in part for any reason: (1) such provision shall be in good faith adjusted rather than voided, if possible, to achieve the intent of the parties, (2) this MOA shall be read as if the invalid, illegal or unenforceable words or provisions had to that extent been deleted, and (3) the validity of the remainder of this MOA shall not be affected thereby unless an essential purpose of this MOA would be defeated by the loss of the illegal, unenforceable, or invalid provisions.

Entire Agreement. This MOA, including the agreements referenced herein, expresses the entire understanding of the parties with respect to the subject matter hereof. This MOA supersedes any terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or invoices or any other form. This MOA also supersedes all previous agreements, representations or other communications (whether written or oral) between the parties relating to the subject matter hereof, but not as to any other agreement pertaining to AMIC, SMI or Persons related thereto. There are no representations, warranties or other agreements between the parties (whether express or implied) in connection with the subject matter of this MOA except as specifically set forth herein.

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Modifications . This MOA may not be modified, amended or waived, except by a writing executed by both of the parties hereto. Under no circumstance or conditions shall any other conduct be relied upon by the parties.

Force Majeure. No party shall be liable for any delays or failures in performance due to circumstances beyond its reasonable control. In the event of the happening of such a cause, the party whose performance is so affected will give prompt, written notice to the other party, stating the period of time the same is expected to continue.

Representation by Legal Counsel. Each party has had access to legal counsel prior to the execution of this MOA. AMIC acknowledges that the law firm of SML LLP has represented SMI in the preparation and negotiation of this MOA. Certain individuals who are partners of SML LLP are principals in SMI or MHP and will separately provide services in such capacities to AMIC pursuant to the provisions hereof and the related consulting agreements. AMIC waives any objection based upon conflict of interest, or otherwise, as to the foregoing engagements, activities and financial arrangements. AMIC further understands that SML LLP does not represent AMIC in connection with the negotiation of this MOA but will represent AMIC in the future on other matters and AMIC consents thereto.

Counterparts and Signature Validity. This MOA may be executed in several counterparts and all counterparts so executed shall constitute one agreement that is binding on all parties, notwithstanding that all parties are not signatories to the original or the same counterpart. Facsimile and PDF signatures shall be acceptable as if original signatures had been exchanged.

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IN WITNESS WHEREOF, the parties have executed this Memorandum of MOA by their duly authorized representatives.

	ADVANCED MEDICAL ISOTOPE CORPORATION

	By	/s/ James C. Katzaroff
		Name: James C. Katzaroff
		Title: CEO

	SPIVAK MANAGEMENT INC.

	By	/ s/ Kenin M. Spivak
		Name: Kenin M. Spivak
		Title: President

A PPENDIX - S TANDARD & G ENERAL T ERMS & C ONDITIONS (" S TANDARD T ERMS ")

1. Applicability of Standard Terms. Except as expressly set forth in these Standard Terms pertaining to choice of law, dispute resolution and related matters, including damage limitations and representations and notice, these Standard Terms govern only the relationship between Consultant and Client as to Consultant's consulting engagement by Client as set forth in Section 10 of the MOA (as defined below) to which these Standard Terms are attached or into which they are incorporated. Except with respect to the consulting engagement and the foregoing provisions, no definitions or other provisions of these Standard Terms are intended to be read into or integrated with any Party Agreement for any purpose.

2. Certain Definitions.

As used in these Standard Terms, the following terms have the following meanings:

" Applicable Law " means the law set forth in Section 13 below as the governing law of this Agreement.

" Agreement " means the MOA and these Standard Terms.

" Client " means the Person with whom Consultant is contracting in the Agreement.

"Consultant" means Spivak Management Inc., a California corporation.

" Intellectual Property Rights " means intellectual property rights recognized in any country or jurisdiction in the world, including (1) patents, patent applications, patent disclosures, and rights of priority; (2) trademarks, service marks, trade dress, trade names, Internet domain names, slogans, logos, and corporate names and registrations and applications for registration together with all the goodwill associated therewith; (3) copyrights (registered or unregistered), moral rights, and copyrightable works and registrations and applications for registration thereof; (4) computer software, data, databases, and related documentation; (5) trade secrets and other confidential information including ideas, inventions (whether or not patentable and whether or not reduced to practice), know-how, negative know-how, research information, drawings, specifications, designs, plans, proposals, financial and marketing plans, employee information, customer lists, supplier lists, and related information and marketing materials; and (6) other intellectual property rights.

" MOA " means the Memorandum of Agreement for Strategic Relationship dated as of August 19, 2011 and by and between Advanced Medical Isotope Corporation, a Delaware corporation and Spivak Management Inc., a California corporation to which these Standard Terms are an attachment or is otherwise incorporated by reference, excluding these Standard Terms.

" Party " shall refer to Client and Consultant, as applicable, and "Parties" shall include each Party that is signatory to the Party Agreement involved.

" Party Agreements " means and includes this Agreement and any related agreements to all or any of the foregoing entered into by or among the Parties and relating to the same subject matter as the Agreement or that are referred to herein and that survive the execution and delivery of the Agreement by the Parties.

" Person " means any natural individual, legal person, firm, corporation, limited liability company, limited partnership, association, trust, charity, government department, agency, unit or other entity, or any other group or entity.

Appendix - Page 1 of 11

" Responsible Officer " means the most senior executive officer of Client.

" Rule " means any applicable law, rule, regulation or other provision with the force of law.

3. Authority . Except as otherwise expressly provided in a Party Agreement, Consultant is an independent consultant and contractor to Client; and neither Consultant nor any of its representatives has any authority with respect to Client or its business and do not participate as decision-makers with respect thereto. Except as otherwise expressly provided in a Party Agreement, as between Consultant and its representatives on one part and Client on the other part, Client will be the decision-maker in all instances with respect to Client and its business.

4. Limitation of Role; Devotion of Time .

The Parties acknowledge that Consultant has not been engaged as a manager, agent, attorney, accountant, business manager, personal manager, financial advisor or any other position for which a professional license is required. Rather, Consultant has been engaged as a key, senior business consultant. Although Consultant may express views that affect legal or financial matters, all such views are expressed hereunder as a businessperson. Client acknowledges that it will require an attorney to assist in deal structuring and contract negotiations and that except as set forth in the Party Agreements or agreements with third Persons, it will retain counsel of its choosing for that purpose.

One or more owners, officers or representatives of Consultant may be partners or otherwise affiliated with the law firm of SML LLP. Client may previously have engaged or may hereafter engage SML LLP. Any such engagement is entirely separate from this engagement. SML LLP is not liable for the performance by Consultant and Consultant is not liable for the performance of SML LLP. No rules of professional conduct applicable to SML LLP shall be applicable to Consultant. The financial terms on which each of SML LLP and Consultant are engaged have been or will be separately negotiated. Client is responsible for separately determining that the respective financial terms are fair and reasonable to Client and Client hereby represents and warrants that Client has not and will not engage Consultant and/or SML LLP unless Client determines that the financial terms and conditions upon which each such Person is engaged are fair and reasonable to Client.

Client acknowledges that except as expressly set forth in these Standard Terms, no Party Agreement restricts the activities of Consultant, its affiliates or its representatives. Consultant's engagement hereunder is non-exclusive, meaning that Consultant's availability hereunder is subject to Consultant's conflicting commitments. Without limitation of the foregoing, Consultant may represent or otherwise act for itself or others, including Persons competitive with Client and projects that may be competitive with Client's business, during or after the Term. Client acknowledges that Consultant may have advised and has the right to continue to advise other Persons who have interests in Client's industry, including competitive or adverse interests.

None of the Party Agreements individually or in the aggregate constitutes a partnership or joint venture between Consultant and Client, nor do any such agreements, individually or in the aggregate, impose any fiduciary duties on Consultant or its representatives. Consultant will determine, in its sole and absolute discretion, which of its representatives, if any, will perform services under this Agreement and the amount of time Consultant and/or its representatives will devote to performing such services, which time likely will vary over time and from time to time. In performing the services, Consultant shall solely report to and take instruction from the Responsible Officer.

Appendix - Page 2 of 11

In the event that any third Person fails for any reason whatsoever to comply with its representations, warranties, covenants and/or obligations to Client, Consultant shall not be liable as a result thereof and, without limitation, Consultant shall not be deemed a party to any agreement between Client and any third Person.

No Party Agreement conveys or transfers any Intellectual Property Rights or any other rights in any invention developed, created or acquired by Consultant or any representative thereof to Client. In the event Client and Consultant jointly create, develop or acquire any invention, no exploitation will be made thereof unless and until the Parties enter into a written agreement setting forth the terms and conditions thereof.

As between Client and Consultant, Consultant exclusively owns the copyright and all other rights therein in any writings of Consultant or any representative thereof and except as expressly prohibited by the confidentiality provisions of a Party Agreement, as between Consultant and Client, Consultant has the exclusive right, power and authority to publish or otherwise use such writings as elected by Consultant in Consultant's sole discretion and without any obligation to Client pertaining thereto.

5. No Solicitation; Non-Circumvention:

During the Term, neither Party will solicit for employment or engagement as an independent contractor any Person at the time employed by and/or otherwise working on behalf of the other Party. The foregoing prohibition does not pertain to engagements of the law firm SML LLP.

As between Client and Consultant, the identities of Persons, if any, and the business opportunities, if any, introduced by Consultant to Client are the exclusive property of Consultant. Client, its officers, and representatives will not make any contact, deal with, or otherwise become involved with any such Person or business opportunity, unless Consultant is notified in writing and compensated as provided for in any applicable Party Agreement. Client acknowledges and agrees that unauthorized contact without the express written consent of Consultant with any such Person or business opportunity may cause harm and/or financial detriment to Consultant. Client further acknowledges the confidential nature of the introduced Persons and business opportunities and agrees not to disclose these sources to anyone without the express written permission of Consultant.

6. Compensation, Expenses and Other Payments.

It is understood and acknowledged by the Parties that the value of Consultant's advice is not measurable in any quantitative manner, and that the amount of time spent rendering consulting advice shall be determined in Consultant's discretion.

Except as described in the Party Agreements, Client shall be responsible for advancing or reimbursing (as elected by Consultant) all costs and expenses incurred or advanced by Consultant in connection with Consultant's services hereunder, other than Consultant's general overhead expenses such as Consultant's rent, domestic telephone service and regular secretarial assistance. Without limitation of the foregoing, Client will reimburse Consultant, or at Consultant's request, advance, any costs or expenses incurred or advanced by Consultant for international telephone, postage, travel expenses, duplication expenses, binders, special supplies, messenger, courier, attorneys' fees, and all other expenses incurred directly in connection with Consultant's activities hereunder. Consultant will not incur any expenses in excess of two thousand dollars ($2,000) without Client's prior written approval. Travel expenses will be advanced or promptly reimbursed.

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Except as described in the Party Agreements, all amounts payable to Consultant will be paid by wire transfer to the account designated in writing from time to time by Consultant. If any payment is not received by Consultant within fifteen (15) days after it is due, Consultant may suspend services to Client and may further deem the failure to be a material breach of the Parties' agreement. In addition to Consultant's other remedies, regardless of whether Consultant asserts the failure to timely pay to be a breach, Client shall pay to Consultant interest on the outstanding and unpaid amount, from the date due until paid at the rate of .75% per month and any courtesy discounts that might be granted in any invoice will be revoked.

7. Disclosure; Publicity . Both Parties agree that the details connected with the transactions between the Parties will not be published or disclosed without the other Party's written permission, provided that this Section will not prohibit the following disclosures: (1) disclosures required by applicable Rules; (2) disclosures by Consultant that it has been engaged by Client and the general nature of the engagement; (3) disclosures by Client that it has engaged Consultant and the general nature of the engagement; (4) Consultant's disclosure of information previously disclosed by Client; and (5) disclosures by Consultant that it deems necessary or appropriate in furtherance of the performance of its services under this Agreement. Notwithstanding the foregoing, except as required by applicable Rules, in any press releases, filings or other publicly disseminated communications pertaining to or concerning this engagement or the services performed hereunder, the Parties shall consult and mutually approve of such communications and in any such communications suitable statements will be made or credit given that Consultant or its designated principals advised Client.

8. Term and Termination:

All references in these Standard Terms refer only to the Term of Consultant's services to Client. Nothing in these Standard Terms governs any other aspects of the "term" or "period" of the Party Agreements, if any.

Except as described in this Section 8, the "Term" of Consultant's services shall be for the period specified in the relevant Party Agreement. At the conclusion of the Term, Consultant will have no further obligations to render services to Client. The conclusion of the Term does not affect the parties' indemnification obligations or the choice of law, dispute resolution, integration, damage limitation, notice provisions or other similar provisions of these Standard Terms nor any aspect of the Party Agreements, other than Consultant's engagement.

Subject to any specific contrary provision in this Agreement, in the event any material breach of a Party Agreement by either Party is not corrected within sixty (60) days after delivery of written notice to the breaching Party describing such breach, the other Party may terminate the Term of the consulting engagement under this Agreement.

If Client terminates the consulting engagement for cause, Client will be relieved of any further obligation to pay compensation to Consultant. If Consultant terminates the Consulting engagement for cause, Client will not be relieved of any obligations to Consultant, Consultant will not have any duty to mitigate damages and Client will not have any right of set-off should Consultant nonetheless do so.

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9. Exports of Technology: No products, items, commodities or technical data or information obtained from a Party nor any direct product of such technical data or information is intended to be, nor shall be, exported or re-exported, directly or indirectly, to any destination restricted or prohibited by applicable Rules without necessary authorization. Notwithstanding anything to the contrary, no Party will disclose to another Party any information concerning processing, fabrication and/or equipment which is subject to any applicable export restrictions without first notifying the Party of these restrictions, and securing written consent from an officer of the Party to the disclosure.

10. Certain Representations, Acknowledgements and Agreements of Client .

Except as set forth in the Party Agreements, there are no actions, suits or proceedings pending or, to the knowledge of Client, threatened against Client or any of its subsidiaries or any of their respective properties, at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency that are likely to result in a judgment, decree or order having a material adverse effect on the business, condition (financial or otherwise) or property of Client and its subsidiaries, taken as a whole.

Except where the effect is not likely to have a material adverse effect on the properties, assets, operations, business or financial condition of Client and its subsidiaries, taken as a whole, neither Client nor any of its subsidiaries is in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under) its respective charter, by-laws, or partnership agreement, as applicable, or in the performance or observance of any obligation, agreement, covenant or condition contained in any license, indenture, mortgage, deed of trust, bank loan or credit agreement or any other agreement or instrument to which Client or any of its subsidiaries is a party or by which any of them or their respective properties are bound. Each of Client and its subsidiaries has all governmental licenses, permits, consents, orders, approvals and other authorizations necessary to conduct its business (collectively, "Licenses"), other than those Licenses the absence of which is not likely to have a material adverse effect on the properties, assets, operations, business or financial condition of Client and its subsidiaries, taken as a whole. Client and each of its subsidiaries are in compliance in all material respects with all applicable laws, orders, rules, regulations and directives except where failure to be in compliance is not likely to have a material adverse effect on the properties, assets, operations, business or financial condition of Client and its subsidiaries, taken as a whole.

Client acknowledges and agrees that Consultant may rely upon and use the data, material and other information supplied by Client without independently verifying the accuracy, completeness or veracity of same. Consultant also may look to others for factual information, economic advice and/or research upon which to base its advice to Client hereunder as Consultant shall in good faith deem appropriate. Consultant undertakes no responsibility for the accuracy of any statements to be made by Client contained in press releases or other communications, including filings with any regulatory authorities or governmental agencies. Client will keep Consultant informed of all material information and developments pertaining to Client's business, finances, legal issues and capitalization. All information with respect to Client or its business opportunities provided by or on behalf of Client (including through counsel) does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

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11. Limitations on Representations and Warranties: Except as expressly stated in the Party Agreements, no Party makes any warranties or representations (express, implied or statutory). THE PARTIES EXPRESSLY DISCLAIM ALL SUCH OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. Notwithstanding anything to the contrary (whether in the Party Agreements or elsewhere), nothing contained in the Party Agreements shall be or be construed as a representation, warranty, covenant, or guarantee that: (1) the result of Consultant's services will be beneficial for Client or that Client's business will be successful, or (2) that Consultant is conveying any Intellectual Property Rights to Client.

12. Indemnification:

To the fullest extent permitted by law, Client shall indemnify and hold Consultant, its shareholders, directors, officers, employees, agents and representatives and all those claiming through the foregoing (collectively, the "Indemnities") harmless from and against all losses, claims, damages, liabilities or expenses (or actions in respect thereof), including fees, costs, penalties, judgments, damages and any other amounts of any kind or character, including counsel, expert, and investigatory fees and costs, arising out of or related to Client and/or Consultant's engagement, other than as described in Section c below (collectively, "Losses"). Client shall promptly advance and shall directly pay all such Losses, as invoiced. Consultant shall have the right to select counsel and to direct any defense related to the foregoing claims. If the indemnification provided for in this Section 12 is unavailable or insufficient to hold harmless an Indemnities in respect of all Losses, then Client shall contribute to the amount paid or payable by such Indemnities as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received by Client and the Indemnities from the transactions contemplated by the Party Agreements. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then Client shall contribute to such amount paid or payable by Client in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of Client and the Indemnitee in connection with the actions, inactions, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by Client and the Indemnitees shall be deemed to be in the same proportion as the total net proceeds from the transactions contemplated by the Party Agreements (before deducting expenses) received by Client bear to the total compensation received by Indemnitees. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged act or inaction, untrue statement of a material fact or the omission or alleged omission to state a material fact is the responsibility of the respective Party or relates to information supplied by Client or the Indemnitees and the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent such act, inaction, statement or omission. The Parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Indemnitees were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. If any claim is made that, if true, would prohibit Client from indemnifying any Indemnitee, Client shall nonetheless provide the indemnification provided for by this Section 12 unless and until a non-appealable court judgment is entered establishing that such indemnification or contribution was improper and in such event, the Indemnitee shall reimburse the amounts improperly indemnified or contributed.

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Client will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if Client elects to assume the defense, such defense shall be conducted by counsel chosen by Consultant. If Client elects to assume the defense of any such suit and retain such counsel, the Indemnitee(s), defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) Client shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include such Indemnitee(s) and Client, and an Indemnitee has been advised by counsel that one or more legal defenses may be available it which may not be available to Client, in which case Client shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel.

Notwithstanding Section a above, Consultant will indemnify Client for direct Losses arising solely from Consultant's intentional execution, without authority, of contracts or contract amendments purporting to bind Client once established by a non-appealable court judgment or a settlement of which Consultant has approved. The amount to be indemnified will be limited to the total amount of all fees paid or payable to Consultant under this Agreement.

This indemnity agreement will be in addition to any liability that Client might otherwise have to Consultant to any other Person.

Client shall cause Consultant and any of its designated representatives to be added as named or additional insured under all errors and omissions insurance policies, officers and directors insurance policies, general liability insurance policies and the like obtained by Client or any Person with respect to Client's business. Consultant and its designated representatives will cooperate in providing information necessary for the application and issuance of such insurance policies.

13. Disputes. Except as provided for in a Party Agreement, any dispute involving the interpretation or application of any Party Agreement, and any controversy or claim arising out of or relating in any way to any Party Agreement, or the breach thereof (including as to the validity, scope and enforceability of this agreement to arbitrate), which has not been resolved within thirty (30) days after either party has notified the other in writing of the controversy, shall be finally determined by arbitration in Los Angeles County, California in accordance with the Commercial Arbitration Rules of JAMS (the "JAMS Rules") then in effect, except as those JAMS Rules are amended by this Section. There shall be a single arbitrator who shall be a retired federal judge. The decision of the arbitrator shall be consistent with applicable law and shall include written findings of fact and conclusions of law. The standard of proof in such arbitration shall be clear and convincing evidence and the burden of proof shall be on the party seeking relief. THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT UNDER THIS SECTION, THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ARBITRABLE CONTROVERSY OR CLAIM. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Each Party initially shall bear its own attorneys' fees and costs. IN THE EVENT FOR ANY REASON THAT THIS SECTION SHALL NOT BE SUFFICIENT OR ENFORCEABLE AS THE EXCLUSIVE MEANS OF RESOLVING ANY AND ALL DISPUTES RELATING TO THE PARTY AGREEMENTS OR ANY RIGHTS CREATED HEREBY SHALL BE INSTITUTED IN LOS ANGELES COUNTY, STATE OF CALIFORNIA. EACH PARTY AGREES TO SUBMIT TO THE JURISDICTION OF, AND AGREES THAT VENUE IS PROPER IN, LOS ANGELES COUNTY FOR ANY SUCH LEGAL ACTION OR PROCEEDING.

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14. Applicable Law : Except as provided for in a Party Agreement, the Party Agreements shall be governed by, construed, enforced and interpreted in accordance with the internal substantive law of the State of California applicable to agreements to be made and to be performed solely within such State, without giving effect to any conflicts or choice of laws principles which otherwise might be applicable and excluding the United Nations Convention on Contracts for the Sale of Goods; provided, however, that matters relating to corporate formalities or other corporate governance issues of Client shall be governed by the law of its jurisdiction of incorporation or formation.

15. Interim Relief: Nothing in these Standard Terms shall be construed to preclude any Party from seeking injunctive or other provisional relief in order to prevent irreparable harm pending mediation or arbitration, provided, however, that such relief may only be sought within the appropriate judicial forum as provided in Section 13 above.

16. Legal Fees and Costs : Except as provided for in a Party Agreement, the substantially prevailing party in any proceeding shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for the expenses reasonably incurred by it in such proceeding, including reasonable attorneys' fees, reasonable costs, reasonable expenses of expert witnesses, reasonable costs of appeal, and any other reasonable out-of-pocket expenses.

17. Limitations: EXCEPT ONLY AS TO INDEMNIFICATION REGARDING LOSSES PAID TO UNRELATED THIRD PERSONS, IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER (1) FOR COSTS OF SUBSTITUTE GOODS, (2) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, OR (3) FOR LOSS OF USE, OPPORTUNITY, MARKET POTENTIAL, GOODWILL AND/OR PROFIT ON ANY THEORY (CONTRACT, TORT, FROM THIRD PARTY CLAIMS OR OTHERWISE). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY FAILURE OR INADEQUACY OF ANY REMEDY.

18. Force Majeure: Neither Party shall be liable for failure to perform, in whole or in part, its obligations under this Agreement if such failure is caused by any event or condition not reasonably within the control of the affected Party, including by events of nature, fire, flood, typhoon, earthquake, explosion, strikes, labor troubles or other industrial disturbances, unavoidable accidents, war (declared or undeclared), acts of terrorism, sabotage, embargoes, blockage, acts of governmental, judicial, administrative, military or other authorities, riots, insurrections, or any other cause beyond the control of the Parties; provided, that the affected Party promptly notifies the other Party of the occurrence of the event of force majeure and takes all reasonable steps necessary to minimize the disruption to the other Party and to resume performance of its obligations so interfered with.

19. Notices: All notices required or permitted to be given under the Party Agreements shall be in writing and delivered in person, by first class certified or registered priority mail, postage prepaid, by recognized overnight courier service for next-day delivery, carriage prepaid, or by telex, electronic facsimile transmission or electronic mail, if concurrently confirmed or acknowledged and with a concurrent copy by another permitted means (such as mail or courier), to the address specified in this Agreement or to such other address as may be specified in writing by the addressed Party to the other Party in accordance herewith. Each such notice or other communication shall for all purposes be treated as effective or as having been given as follows: (1) if delivered in person, when delivered; (2) if delivered by mail, at the earlier of its receipt or at 5 p.m., local time of the recipient, or on the seventh day after deposit in a regularly maintained receptacle for the deposition of mail, as the case may be; (3) if delivered by courier, on the date shown in the written confirmation of delivery issued by such courier service; and (iv) if sent by confirmed telex, electronic facsimile transmission or electronic mail, at 5 p.m., local time of the recipient on the first business day after confirmed transmission and proper tender of concurrent delivery. Either Party may change the address and/or addressee(s) to whom notice must be given by giving appropriate written notice at least seven (7) days prior to the date the change becomes effective.

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20. Assignment and Delegation: Except as provided for in a Party Agreement, none of the Party Agreements nor any of the rights and obligations created hereunder may be assigned, transferred, pledged, delegated or otherwise encumbered or disposed of, in whole or in part, whether voluntarily or by operation of law or otherwise, by any Party without the prior written consent of the other Party, which consent shall not unreasonably be withheld; provided, however, that the foregoing shall not restrict or limit the assignment by Consultant of its rights and delegation of its duties under any Party Agreement to a company owned or controlled by a constituent of Consultant, subject to the assumption by such assignee company of all of the obligations of the respective Consultant company under the assigned Party Agreement. In the event of any such assignment, the assignee company shall be deemed to be the "Consultant" for all purposes and intents under the assigned Party Agreement.

21. Certain Rules of Construction.

Accounting Terms. Unless otherwise indicated in a Party Agreement, all accounting terms used in these Standard Terms or in the Party Agreements related to Consultant's engagement shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with United States generally accepted accounting principles, applied in a consistent manner.

Captions and Section Headings. The captions and section headings appearing in these Standard Terms or in the Party Agreements related to Consultant's engagement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of any Party Agreement.

Singular and Plural. All terms defined in these Standard Terms or in the Party Agreements related to Consultant's engagement in the singular form shall have comparable meanings when used in the plural form and vice versa.

Time and Date. All references in these Standard Terms or in the Party Agreements related to Consultant's engagement to a time of day shall mean Pacific Time, unless otherwise indicated.

No Interpretation Against a Party. In these Standard Terms and in the Party Agreements related to Consultant's engagement, no uncertainty or ambiguity shall be construed or resolved using any presumption against any Party. On the contrary, each Party acknowledges that each Party Agreement has been reviewed by its legal counsel and, in the case of any ambiguity or uncertainty, shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intention of the Parties.

Other References. References in these Standard Terms or in the Party Agreements related to Consultant's engagement to "Recitals," "Sections," "Exhibits," "Schedules," "Appendices," "Annexes," "Attachments" and similar ancillary materials are to recitals, sections, exhibits, schedules, appendices, annexes, attachments and similar ancillary materials therein and thereto ("Exhibits") unless otherwise indicated. References in these Standard Terms or in the Party Agreements related to Consultant's engagement to any document, instrument or agreement (including any Party Agreement) (1) shall include all Exhibits thereto, (2) shall include all documents, instruments or agreements issued or executed in replacement thereof if such replacement is permitted thereby, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time if such amendment, modification or supplement is permitted thereby.

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Additional Rules of Construction. The words "hereof," "herein" and "hereunder" and words of similar import when used in any Party Agreement related to Consultant's engagement shall refer to the Party Agreement as a whole and not to any particular provision of the Party Agreement. Unless the context clearly requires otherwise (1) the plural and singular numbers shall each be deemed to include the other; (2) the masculine, feminine and neuter genders shall each be deemed to include the others; (3) "shall", "will" or "agrees" are mandatory and "may" is permissive; (4) "or" is not exclusive, and (5) "includes" and "including" are not limiting and mean "without limitation."

Other Agreements. In the event of any inconsistency between the terms of a Party Agreement and the terms of any other agreement among the Parties, the terms of the subsequent agreement shall govern. In the event of any inconsistency between the terms of these Standard Terms and the terms of the MOA, the terms of the MOA shall govern.

22. Miscellaneous:

Except as expressly set forth in this Section, all references to the Party Agreements mean and refer to these Standard Terms and those provisions of the Party Agreements relating to Consultant's engagement by Client.

Except as described in a Party Agreement, no third Person is a beneficiary of Consultant's engagement and no third Person is a guarantor of the performance by any Party, nor shall any third Person have any liability with respect to the performance by any Party.

The Party Agreements and their Exhibits, all of which are incorporated herein by reference, set forth the entire understanding between the Parties with respect to the subject matter hereof and thereof and merge all prior agreements, dealings, negotiations, promises, representations and communications. The terms of the Party Agreements shall govern any and all exchanges of confidential information regardless of any other document signed and/or executed or agreement made prior to the date hereof.

Each Party expressly represents and warrants that it is free to enter into the Party Agreements as it relates to Consultant's engagement and that it has not made and will not make any creations or commitments in conflict with the provisions of the Party Agreements as it relates to Consultant's engagement, or which reasonably might interfere with the full and complete performance of its obligations under the Party Agreements as it relates to Consultant's engagement. As it relates to Consultant's engagement, each Party further represents and warrants that the Party Agreements, and the performance of its respective obligations under the Party Agreements, and the consummation of the transactions contemplated under the Party Agreements have been duly authorized and approved by all necessary action, and all necessary consents or permits have been obtained, and neither the execution of the Party Agreements nor the performance of the Party's obligations under the Party Agreements will violate any term or provision of any valid contract or agreement to which such Party is subject and/or by which such Party is bound. For all purposes, no further actions or consents are necessary to make the Party Agreements valid and binding contract, enforceable against the respective Parties in accordance with their terms.

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No Party shall be entitled to act on behalf of and/or to bind any other Party.

No provision of any Party Agreement may be modified, amended or waived, and no Party's rights or remedies under ant Party Agreement may be waived, except by a writing executed by authorized representatives of the Parties. Under no circumstance or conditions shall any other conduct be relied upon by the Parties. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed to be deemed a waiver of such Party's rights under a Party Agreement and will not in any way affect the validity of the whole or any part of the Party Agreement or prejudice such Party's right to take subsequent action.

If a court or an arbitrator of competent jurisdiction holds any provision of any Party Agreement to be illegal, unenforceable or invalid in whole or in part for any reason: (1) such provision shall be in good faith adjusted rather than voided, if possible, to achieve the intent of the Parties, (2) the Party Agreement shall be read as if the invalid, illegal or unenforceable words or provisions had to that extent been deleted, and (3) the validity of the remainder of the Party Agreement shall not be affected thereby unless an essential purpose of the Party Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provisions.

This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement that is binding on all Parties, notwithstanding that all Parties are not signatories to the original or the same counterpart. Facsimile and PDF signatures shall be acceptable as if original signatures had been exchanged.

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James C. Katzaroff, certify that:

I have reviewed this annual report on Form 10-K of Advanced Medical Isotope Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 23, 2012

/s/ James C. Katzaroff

James C. Katzaroff

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, L. Bruce Jolliff, certify that:

I have reviewed this annual report on Form 10-K of Advanced Medical Isotope Corporation;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 23, 2012

/s/ L. Bruce Jolliff

L. Bruce Jolliff

Chief Financial Officer

(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying annual report of Advanced Medical Isotope Corporation (the "Company") on Form 10-K for the year ended December 31, 2011 (the "Report"), the undersigned, James C. Katzaroff, Chief Executive Officer of the Company, and L. Bruce Jolliff, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: March 23, 2012


/s/ James C. Katzaroff
Name: James C. Katzaroff
Title: Chief Executive Officer


/s/ L. Bruce Jolliff
Name: L. Bruce Jolliff
Title: Chief Financial Officer