SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

         October 1, 2012

Via Facsimile
Mr. James C. Katzaroff
Chief Executive Officer
Advanced Medical Isotope Corporation
6208 West Okanogan Avenue
Kennewick, WA 99336

Re: Advanced Medical Isotope Corporation
Registration Statement and Pre -effective Amendment 1 to
Registration Statement on Form S-1
Filed September 4 and 6 , 2012
  File No. 333 -183705

Dear Mr. Katzaroff :

We have limited our review of your registration statement to those issues that we
have addressed in our comments.  In  some of our comments, we may ask you to provide
us information so that we may better understand your disclosure.

Please respond to this letter by amending your registration statement and
providing t he requested information .  Where you do not believe our comments apply to
your facts and circumstances or do not believe an amendment is appropriate, please tell
us why in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have  additional
comments.

General

1. Page references below are to pre -effective amendment 1 to the registration statement
filed on September 6, 2012.

2. We note that you are registering 39,760,594  shares of common stock for resale by the
selling stockholders  while your 2011 Form 10 -K suggests that non -affiliates hold only
about 31,667,575 shares of your outstanding common stock.  Given the size of the resale
offering relative to the outstanding sha res of common stock held by non -affiliates, we
believe that this transaction may be an indirect primary offering by or on behalf of the
company.  Because you do not appear to be eligible to conduct a primary offering on
Form S -3, you are ineligible to cond uct an at the market offering under Rule 415(a)(4).  If

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 1, 2012
Page 2

 you disagree with our analysis, tell us why you believe that you can rely on Rule
415(a)(1)(i) for this transaction.
For guidance you may wish to refer to Question 612.09 in the Securities Act Rules
section of our “Compliance and Disclosure Interpretations” on the Commission’s
website.  Note that we may have additional comments on your analysis and may request
additional disclosures upon review of your response. Alternatively, please consider
reducing significantly the number of shares of common stock that  you are registering for
resale.
3. Tell us, with a view toward disclosure, how you determined to register 14,840,000
shares of common stock issuable upon conversion of convertible notes due January
13, 2 014.  We understand that you issued notes equal to $550,000 on July 13, 2012
and notes equal to $510,000 on August 2, 2012, convertible at $0.10 per share,
suggesting that only 10,600,000 shares of common stock are issuable upon
conversion of the notes.  I f additional shares are anticipated to be issued due to an
adjustment to the conversion price of $0.10 per share, please clarify this and explain
why the number of shares that you have registered is your good faith estimate of the
number of shares into whi ch the notes will be converted.
4. Tell us, with a view toward disclosure, how you determined to register the number of
shares of common stock issuable upon exercise of warrants received by investors in
the private placements and upon exercise of warrants rec eived by consultants for
services provided to you.  If additional shares are anticipated to be issued due to an
adjustment to the conversion prices of $0.15, $0.09, and $0.25 per share, please
clarify this and explain why the number of shares that you have  registered is your
good faith estimate of the number of shares of common stock issuabl e upon exercise
of the warrants.
5. We believe that it is premature for you to register shares of common stock underlying
the convertible securities which are issuable upon  exercise of “Additional Investment
Rights .”  Note that you may register shares of common stock for resale only if the
private placement was complete when the registration statement was filed.  Since
none of the notes or common stock purchase warrants unde rlying additional
investment r ights appear to have been issued, and selling shareh olders must first
exercise the a dditional investment rights  to acquire the notes and warrants, the
underlying shares cannot be registered for resale under Rule 415(a)(1)(i) a t this time.
Please revise.

Prospectus’ Outside Front Cover Page

6. Disclose that you are an emerging growth company as defined in the Jumpstart Our
Business Startups Act of 2012.  We note the disclosure on pages 11 and 23.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 1, 2012
Page 3

 Offering Summary, page 5

7. Disclosure that you issued secured convertible promissory notes to two investors
from July 13, 2012 to August 2, 2012 is inconsistent with disclosures in the current
reports on Form 8 -K filed on July 18, 2012 and August 2, 2012 that you issued
secured conv ertible promissory notes to two investors on July 13, 2012 and to 26
investors on August 2, 2012.  Please reconcile the disclosures.

8. Please remove the statement that disclosure is qualified by the transaction d ocuments,
which are incorporated into this i tem by reference.  You may incorporation
information into the prospectus by reference to documents and disclosures outside the
prospectus only to the extent provided by the form.  This comment also applies to
disclosure on page 19 under “Description of Secu rities. ”  In each case, please also
ensure that you disclose in the prospectus  all of the material terms of the transaction
documents, t he notes, the warrants and the additional investment r ights.  Please see
Rule 411(a) of Regulation C.

9. Revise this subsection and, as appropriate, elsewhere in the registration statement so
that you present accurately the material provisions of the private placements disclosed
in the Forms 8 -K referenced above.  For example, it appears that you issued notes
equal to $5 50,000 on July 13, 2012 and notes equal to $510,000 on August 2, 2012.

10. In your discussion of warrants, you only include disclosure about warrants that are
exercisable for $0.15 per share.  However, we note that your fee table also references
warrants that  are exercisable at $0.09 per share and $0.25 per share.  Please revise
your discussion to describe all of the warrants, including their material terms and the
transactions in which they were issued, that are exercisable for shares of common
stock included  in this registration statement.

11. Include in this subsection a discussion of the fact that you also issued warrants issued
as commission for services provided in connection with the sale of securities to the
selling stockholders, and briefly disclose the m aterial provisions of those warrants.
We note the disclosure in footnote (11) on page 17.

12. If the common stock purchase warrants issued to consultants for services provided to
you under consulting agreements are distinct from the warrants issued as commis sion
for services provided in connection with the sale of securities to the selling
stockholders, include also in this subsection a discussion of the material provisions of
those warrants.  We note the information in footnote (2) to the calculation of
registration fee table.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 1, 2012
Page 4

 Offering Summary, page 5; Description of Securities, page 19

13. In the discussion of the transactions in which you issued the notes and warrants,
please disclose the market price per share of the company’s common stock on the
date of the  sale and the t otal dollar value of the  shares of c ommon stock unde rlying
the convertible notes that  you have registered for res ale, using the nu mber of
under lying securities  that you have registered for resale and  such market pr ice per
share.

14. Please disclose that interest  payments under the notes may be made in the form of
common stock, and disclose how the number of shares to be issued in respect of
interest will be calculated, highlighting any discount to the market price that will be
applied.  If t here are other payments that may be made to selling stockholders, such
as liquida ted damages, pay ments made to “fin ders” or “pl acement agen ts,” and any
other pay ments or poten tial pay ments, please describe the te rms of each such
payment.

Selling Stockhold ers, page 15

15. Note that:

 For any selling stockholder that is a broker -dealer, the prospectus should state
that the selling stockholder is an underwriter.

 For any selling stockholder that is an affiliate of a broker -dealer, the
prospectus should state tha t the selling stockholder purchased in the ordinary
course of business and at the time of purchase of the securities to be resold
had no agreements or understandings, directly or indirectly, with any person
to distribute the securities.  If a selling stock holder cannot provide these
representations, then the prospectus should state that the selling stockholder is
an underwriter.

16. Notwithstanding the foregoing, broker -dealers and their affiliates who received their
securities as compensation for underwriting  activities need not be identified as
underwriters.

Undertakings, page II -4

17. Include the Rule 430C undertaking as required by Item 512(a)(5)(ii) of Regulation S -
K.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 1, 2012
Page 5

 Exhibits

18. Please file a copy of, or incorpor ation by reference, all of the transaction d ocuments,
including , but not limited to, the notes, the warrants , and the additional investment
rights as exhibits to the registration statement, and list them in your exhibit index.

Exhibit 5.1

19. Revise the opinion to state the number of shares of common stock being registered for
resale under the registration statement.

Closing

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of  1933 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures that they have made.

Notw ithstanding our comments, i f you request acceleration of the effective date of
the pending registration statement please provide a written statement from each registrant
acknowledging that:

 Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing .

 The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not  relieve the company
from its full responsibility for the adequacy and accuracy of the disclosure
in the filing .

 The company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified i n the
above registration statement.  Please allow adequate time  for us to review any
amendment before the requested effective date of the registration statement.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 1, 2012
Page 6

 You may contact Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or  me at
(202) 551 -3765 if you have any questions.

Very truly yours ,

/s/ Pamela A. Long

Pamela A. Long
Assistant Director

cc: Via E-Mail
 Peter DiChiara, Esq.
 Sichenzia Ross Friedman Ference LLP
 61 Broadway
 New York, NY 10006