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    advancedmedical-letter.htm

    April 7,
2009

    Division
of Corporate Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

    Attention:
Pamela A. Long; Assistant Director

    Re:              Advanced
Medical Isotope Corporation

    Registration Statement on Form
10

    Filed on November 12,
2008

    File No. 0-53497

    Dear Ms.
Long,

    The
following responses address the comments of the Staff (the “Staff”) as set forth
in its letter dated March 6, 2009 (the “Comment Letter”) relating to Advanced
Medical Isotope Corporation (the “Company”).  The numbers of the
responses in this letter correspond to the numbers of the Staff’s comments as
set forth in the Comment Letter.

General

              1.

              As
      we indicated in comment 1 in our latter dated December 9, 2008, since you
      did not withdraw the registration statement, it became effective by
      operation of law 60 days after you initially filed it (January 12, 2009).
      Please note that in addition to responding to our comments on the Form 10
      you are subject to the reporting requirements of the Exchange Act.
      Therefore, please file your December 31, 2008 Form 10-K by March 31,
      2009.

              The
      Company has filed a Form 12b-25 and will file its Form 10-K before its
      filing deadline.

                2.

                As
      previously requested, please provide, in writing, a statement directly
      from the company acknowledging
that:

              ·

              the company is responsible for
      the adequacy and accuracy of the disclosure in their
      filings;

              ·

              staff comments or changes to
      disclosure in response to staff comments do not foreclose the Commission
      from taking any action with respect to the filing;
    and

              ·

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

              Please
      see the letter attached hereto which will be filed with the
      SEC.

          1

    Item 1. Description of
Business, page 4

              3.

              The
      third paragraph states that the registrant acquired the assets of Neu-Hope
      Technologies and $310,000 from UTEK Corporation.  Please
      reconcile this statement with the disclosure in your response to comment 2
      in our letter dated December 9, 2008 that the company acquired the assets
      of Neu-Hope Technologies and $335,000 from UTEK Corporation. Also clarify
      the relationship between NHTI and UTEK, and whether the 100,000 preferred
      stock issued to UTEK and Aware Capital Corporation was the purchase price
      for the acquisition of the cash and the assets of
  NHTI.

    On
September 27, 2006, the Company acquired the assets of Neu-Hope
Technologies, Inc (“NHTI”), a Florida corporation, and $310,000 from UTEK
Corporation, not $335,000 in cash.

    UTEK
provides its clients with externally developed technologies from universities,
university incubators, federal labs, medical centers, and corporate research
laboratories worldwide. To effectuate a technology transfer, such as the
purchase of NHTI by the Company, UTEK creates a newly formed company to acquire
a new technology from a university, medical center, corporation or federal
research laboratory and then sell this newly formed company to a client, such as
Advanced Medical Isotope Corporation for securities or cash.

              4.

              Please
      describe Aware Capital Corporation in greater detail and disclose any
      relationship between it and UTEK Corporation. Also, explain why Aware
      Capital received 5,000 of UTEK’s 100,000 Series A Preferred
      Stock.

    The
Company did not provide any due diligence on Aware Capital.  UTEK
Corporation requested that, as part of the Agreement and Plan of Acquisition,
the Company issue 5,000 shares of the Company’s Series A Convertible Preferred
Stock to UTEK Corporation.  Please see Section 1.02(c) of the
Agreement

              5.

              We
      note your response to comment 6 in our letter dated December 9, 2008.
      Please include your response in this section of the
  filing.

    We
included the following in the Amendment No. 2 to the Form 10:

    UTEK also
entered into a technology transfer agreement with Manakoa Services
Corporation.  Manakoa Services Corporation has recently changed its
name to TeslaVision Corporation.  Mr. Katzaroff is an officer and a
director of TeslaVision Corporation.  TeslaVision Corporation is not a
shell company but is not current in its reporting.  Other than Mr.
Katzaroff’s service as an officer of both corporations, there is no relationship
between TeslaVision Corporation and Advanced Medical Isotope
Corporation.  UTEK Corporation is a publicly-held corporation that,
pursuant to its public filings, completed 45 technology transfers during their
fiscal years ended December 31, 2007 and 2006.

          2

    Item 1A. Risk
Factors

              We have increasing
      cash requirements, page 10

              6.

              Note
      that the registrant anticipates a $10 million requirement over the next
      twelve months to fund its planned business operations. The company
      currently has approximately $54,508 in cash on hand as noted in Note 1 of
      the Notes to Consolidated Financial Statements. Discuss the potential risk
      to the company’s plan of operations as discussed in the liquidity section
      of MD&A on page 17.

    The
Company will need to raise an additional $10,000,000 in the next year to develop
three isotope manufacturing centers and complete its aggressive growth
plans.  The Company may, however, choose to modify its growth and
operating plans to the extent of available funding, if any, by developing fewer
than three isotope manufacturing centers or developing them over a longer period
of time.

Item 2 – Financial
Information, page 16

Management’s Discussion and
Analysis of Financial Condition and Results of Operation, page
16

Results of Operations, page
16

              7.

              We
      remind you to discuss your results of operations with respect to the most
      recent fiscal year-to-date period for which an income statement is
      provided compared to the corresponding year-to-date period of the
      preceding fiscal year. You should also discuss the results of operations
      for the most recent fiscal quarter compared to the corresponding fiscal
      quarter in the preceding fiscal year. Please revise as necessary. Refer to
      Item 303(b) (2) of Regulation S-K.

    The
Company included the appropriate comparison in our Management’s Discussion and
Analysis.

Liquidity and Capital
Resources, page 17

              8.

              You
      disclose on page 17 that you “experienced negative cash flow from
      operations of $737,786, and [you] expended $1,515,232 for investing
      activities while adding $2,221,507 from financing activities” during the
      nine months ended September 30, 2008. It appears that these amounts
      actually relate to the six months ended June 30, 2008. As such, please
      update to reflect the amounts for the nine months ended September 30,
      2008.

    The
Company has corrected its disclosures.

Item 4. Security Ownership
of Certain Beneficial Owners and Management, page 22

              9.

              We
      note your response to comment 27 in our letter dated December 9, 2008.
      Please reconcile the shares held by UTEK in the table of 8,609,041 to the
      8,309,399 amount in footnote (2) or explain the difference in the
      footnote.

    The
Company has corrected its disclosures.  In March 2009, however, the
95,000 shares of Series A preferred stock was purchased from UTEK by Carl
Cadwell, one of our directors, and converted to 10,857,142 shares of our common
stock.  The transaction was between UTEK and Carl Cadwell and the
Company did not participate in the transaction.

          3

    Item
6. Executive Compensation

    Narrative to Summary
Compensation Table, page 25

              10.

              In
      addition to the terms of the employment agreements which you have
      disclosed, the narrative discussion should include the material terms of
      the bonuses awarded to the named executive officers during the last
      completed fiscal year, including a general description of the formula or
      criteria to be applied in determining the amounts payable and vesting
      schedule.

    All
options issued to officers and directors in November 2008 have an exercise price
of $.55 per share and are fully vested and expire on November 26,
2011.  The quoted market price of the common stock at the time of
issuance of the options was $.51 per share.

              11.

              The
      narrative discussion should also disclose the material terms of each
      option award as required by Item 402(o)(4) of Regulation
    S-K.

    The
Company has included the appropriate information in the amended Form
10.

              12.

              As
      previously requested, for each transaction please identify the person(s)
      to whom the options were granted. In the first paragraph, describe the
      type of consulting services performed by the consultant during April,
      2007.

    We have
revised the Form 10 to provide the information required by Item 402 of
Regulation S-K.

      Item 7. Certain
Relationships and Related Transactions, page 31

    Indebtedness from related
parties, page 31

              13.

              Disclose
      the purpose(s) of the loans from the employee. Please confirm
      supplementally that the employee was not an affiliate of any officer or
      principal shareholder of the
company.

    The
employee, who was not an affiliate of any officer or principal shareholder of
the Company made the loan to help the Company with its liquidity.

          4

      Item 15 – Financial
Statements and Exhibits, page 36

    Financial Statement for the
Year Ended December 31, 2007

    Note 2 – Summary of
Significant Accounting Policies, page F-9

    General

              14.

              We
      reissue prior comment 49. Your disclosures on pages F-10 and F-11 indicate
      that you did not consider the expected future operating cash flows in
      assessing your assets for impairment because they were purchased recently.
      Please further advise how you made this determination in accordance with
      SFAS 144, or as previously requested, please enhance your disclosure to
      identify each of the significant assumptions used in your analysis and
      explain the basis for each such assumption. Please also expand your
      disclosure to provide additional insight on how you perform you impairment
      analysis under SFAS 144 to include the
  following:

              ·

              Please clarify how you
      determine when to test for impairment. Please expand your discussion to
      state the types of events and circumstances that you believe indicate
      impairment. Please address how frequently you evaluate for these types of
      events and circumstances;
and

              ·

              Please discuss the specific
      valuation methods used to determine fair value. You should discuss how
      sensitive the fair value estimates are to each of these significant
      estimates and assumptions used as well as whether certain estimates and
      assumptions are more subjective than
  others.

    The
Company made the appropriate revisions to Note 2 in response to your
comments.

      Note 10 – Capital Lease
Obligations, page F-20

              15.

              We
      have reviewed your response to prior comment 47. Given that you were not
      in compliance with the minimum debt service coverage ratio of 1:1 as of
      December 31, 2007, please revise your disclosure to clearly disclose the
      actual ratio achieved as of each reporting date. Please also consider
      showing the specific computations used to arrive at the actual
      ratios/amounts with corresponding reconciliations to US GAAP amounts, if
      necessary. See Sections I.D. and IV.C of the SEC Interpretive Release No.
      33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial
      Measures dated June 13, 2003. In addition, please confirm that the capital
      lease in your only class of debt that contains
  covenants.

    The
Company made the appropriate revisions to Note 10 in response to your
comments.

              16.

              We
      have reviewed your response to prior comment 57. It is still unclear what
      the initial amounts were for which you recorded an asset and obligation in
      September 2007 related to each of the capital leases pursuant to paragraph
      10 of SFAS 13 as well as how you determined these amounts. Please revise
      your disclosure accordingly.

    The
Company made the appropriate revisions to Note 10 in response to your
comments.

          5

    Preferred
Stock, page F-23

              17.

              We
      have reviewed your responses to prior comments 60 and 61. We continue to
      have difficulty understanding your accounting of the preferred stock.
      Please provide us with a comprehensive explanation of your accounting
      which addresses the following:

              ·

              Please tell us what
      consideration you gave to SFAS 133 and EITF 00-19 in accounting for the
      conversion feature, with specific reference to paragraphs 20 through 24 of
      EITF 00-19. Please clearly state how you accounted for and determined the
      appropriate accounting for the conversion feature. If you recorded a
      liability amount related to this feature, please tell us how you
      determined the amount to
record;

              ·

              Based on your response, it is
      unclear what the Preferred Stock Redeemable line item represents given
      that it does not appear that the preferred stock is redeemable for cash or
      other assets. Please confirm that the preferred stock is not redeemable
      for cash or other assets. Please help us understand how your presentation
      complies with SFAS 150 or EITF D-98;
and

              ·

              It is not clear how you
      determined the amount to be recorded as preferred stock in your
      stockholders’ equity section. Please advise and also tell us what
      accounting literature you referenced to support your
      conclusion.

    On
September 27, 2006 Advanced Medical Isotopes Corporation (AMIC) acquired all
1,000 shares of common stock of Neu-Hope Technologies, Inc. In exchange, AMIC
issued 100,000 shares of Series A convertible preferred stock of which UTEK
(owner of 100% of the common stock of Neu-Hope) received 95,000 shares and Aware
Capital Consultants, Inc. received 5,000 shares. At any time after 12 months
from the agreement date, these two parties had the right to convert its Series A
convertible preferred stock to unrestricted common stock of AMIC at an amount
equaling $3,350,000, based on the previous ten day average closing price on the
day of conversion.

    In
accordance with SFAS 150, AMIC recorded the preferred stock as a liability based
on the $3,350,000 fixed dollar amount specified in the
agreement.  Therefore $3,349,900 was recorded as a liability on the
Company’s balance sheet, while the remaining $100 was recorded as equity
relating to the par value of the preferred stock. At 12/31/2006 the full
liability was still on the Company’s balance sheet at $3,349,900.  In
December of 2007, Aware Capital Consultants converted their 5,000 shares of
preferred st