SecProbe.io

CORRESP
1
filename1.htm

VIVOS
INC.

March
4, 2026

Mr.
Juan Grana

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

Washington
DC 20549

    Re:
    Vivos Inc.

    Offering Statement on Form
    1-A

    Amendment No. 1

    File No. 024-12713

Dear
Mr. Grana:

On
behalf of Vivos Inc. I hereby request qualification of the above-referenced offering statement at 5:00 PM Eastern time on Thursday, March
5, 2026, or as soon thereafter as is practicable.

Upon
grant of our request to accelerate qualification, we would appreciate your communicating with Mr. Daniel Rumsey, of Disclosure Law Group,
a Professional Corporation, via telephone at (619) 272-7062, to confirm the exact time at which the Offering Statement was declared effective.

    Sincerely,

    /s/
    Michael K. Korenko

    Michael K. Korenko

    President and Chief Executive
    Officer

    Vivos Inc.

719
JADWIN AVENUE ● RICHLAND, WASHINGTON 99352

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 24, 2026

Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, WA 99352

 Re: Vivos Inc.
 Offering Statement on Form 1-A
 Filed February 17, 2026
 File No. 024-12713
Dear Michael Korenko:

 This is to advise you that we do not intend to review your offering
statement.

 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Daniel W. Rumsey, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VIVOS
INC.

July
15, 2024

Mr.
Benjamin Richie

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

Washington
DC 20549

    Re:
    Vivos
    Inc.

    Offering
                                            Statement on Form 1-A

    Amendment
    No. 1

    File
    No. 024-12456

Dear
Mr. Richie:

On
behalf of Vivos Inc. I hereby request qualification of the above-referenced offering statement at 4:00 PM Eastern time on July 16,
2024, or as soon thereafter as is practicable.

Upon
grant of our request to accelerate qualification, we would appreciate your communicating with Mr. Daniel Rumsey, of Disclosure Law Group,
a Professional Corporation, via telephone at (619) 272-7062, to confirm the exact time at which the Offering Statement was declared effective.

    Sincerely,

    /s/
    Michael K. Korenko

    Michael
    K. Korenko

    President
    and Chief Executive Officer

    Vivos
    Inc.

719
JADWIN AVENUE ● RICHLAND, WASHINGTON 99352

July 12, 2024
Michael K. Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, WA 99352
Re:Vivos Inc.
Offering Statement on Form 1-A
Filed June 28, 2024
File No. 024-12456
Dear Michael K. Korenko:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of
Regulation A requires you to file periodic and current reports, including a Form 1-K which will
be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Daniel W. Rumsey

CORRESP
1
filename1.htm

VIVOS
INC.

Mr.
Juan Grana and Ms. Katherine Bagley

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

Washington
DC 20549

December
5, 2023

    Re:
    Vivos
    Inc.

    Offering
    Statement on Form 1-A

    Post-Qualification Amendment No. 4

    File
    No. 024-11627

Dear
Mr. Grana and Ms. Bagley:

On
behalf of Vivos Inc. I hereby request qualification of the above-referenced offering statement at 3:00 PM Eastern time on December 6,
2023, or as soon thereafter as is practicable.

Upon
grant of our request to accelerate qualification, we would appreciate your communicating with Mr. Daniel W. Rumsey, of Disclosure Law
Group, a Professional Corporation, via telephone at (619) 272-7062, to confirm the exact time at which the Offering Statement was declared
effective.

    Sincerely,

    /s/ Michael
    K. Korenko

    Michael K. Korenko

    President and Chief Executive Officer

    Vivos Inc.

719
JADWIN AVENUE ● RICHLAND, WASHINGTON 99352

CORRESP
1
filename1.htm

November
27, 2023

VIA
EDGAR

Mr.
Juan Grana and Ms. Katherine Bagley

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    VIVOS
    INC

    Post-Qualification
    Amendment No. 3 to Offering Statement on Form 1-A

    Filed
    November 3, 2023

    File
    No. 024-11627

Ladies
and Gentlemen:

This
letter is submitted on behalf of Vivos Inc. (the “Company”) in response to comments of the staff of the Office of
Industrial Applications and Services (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Post-Qualification Amendment No. 3 to Form 1-A filed November 3, 2023, as set forth in your letter dated November 8,
2023 (the “Comment Letter”), addressed to Michael Korenko, President and Chief Executive Officer of the Company. The
Company is filing its Post-Qualification Amendment No. 4 (the “Post-Qualification Amendment No. 4”) contemporaneously
with the submission of this letter to address the comments raised by the Staff in the Comment Letter, as more particularly set forth
below.

For
reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following such
comment. The responses provided herein are based upon information provided to Disclosure Law Group, a Professional Corporation, by the
Company.

Post-Qualification
Amendment No. 3 to Offering Statement on Form 1-A

Plan
of Distribution

Investors’
Tender of Funds, page 55

    1.
    We
    note your response to comment 1, and we understand that you have exchanged promissory notes for shares of common stock as part of
    this offering. Please disclose the investors who exercised this exchange, and clarify how this impacted the proceeds from the offering
    and your operations, including through the addition of risk factor disclosure, as applicable. Please also disclose the total amount
    of promissory notes that were exchanged for the common stock and describe any matters upon which acceptance was conditioned. Finally,
    please tell us what consideration you gave to the potential application of the tender offer rules, and how you structured the exchange
    of promissory notes for common stock to comply with Regulation 14E and Regulation A.

Response

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company did not issue any Regulation A qualified
securities in exchange for the Notes, as defined below. The Company issued shares of common stock upon conversion of the Notes, as more
particularly set forth below. The shares were restricted from resale except in compliance with the Securities Act of 1933, as amended
(“Securities Act”):

 Between
January 2019 and November 2019, the Company issued promissory notes payable to AMIC Gift, LLC, in the aggregate amount of $237,000 (the
“Notes”), as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31,
2021 filed on March 7, 2022 (the “Form 10-K”). The Notes were scheduled to mature one year from the date of issuance
and bore interest at an annual rate of 8.0%. On December 15, 2021, the Company repaid $100,000 of the Notes, and converted the remaining
balance of $137,000 plus accrued interest of $48,346 into 2,316,830 shares of restricted Common Stock valued at $185,346 (the “Conversion
Shares”), as disclosed in Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities and in Note 2 – Related Party Transactions of the Form 10-K (the “Notes Conversion”).
The Notes Conversion was approved by the Board of Directors of the Company and effected pursuant to a Note Conversion Agreement by and
between the Company and AMIC Gift, LLC, dated December 10, 2021 (the “Agreement”). AMIC Gift, LLC is a limited liability
company controlled by Dr. Carlton Cadwell, an independent member of the Board of Directors of the Company, and the spouse of Dr. Cadwell.
Since the Conversion Shares were not securities qualified for issuance under this Regulation A offering, the proceeds from this offering
were not affected by the issuance of the Conversion Shares and therefore no disclosure was included in the Offering Statement.

In
addition, since the Notes Conversion (i) was affected solely with an affiliate of the Company, Dr. Cadwell, who negotiated the terms
of the Notes Conversion; (ii) was not disseminated in an active or widespread manner; (iii) was not intended to raise capital; and (iv)
does not meet any of the other requirements or factors considered by the Securities and Exchange Commission or the courts in applying
the tender offer rules to debt exchanges, the Company believes that the tender offer rules do not apply.

Since
the Notes Conversion was consummated in 2021, and no shares to be offered in connection with the offering under Regulation A+ were or
are to be issued other than for cash resulting in cash proceeds to the Company, no additional disclosure is proposed in response to the
Staff’s comment. We have, however, updated the Offering Circular to include current financial statements as required by the general
instructions of Part II(a)(1)(ii) of Form 1-A and Rule 3-12(a) of Regulation S-X.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information
regarding the foregoing, please do not hesitate the Company’s counsel, Daniel W. Rumsey, at (619) 272-7062.

    Very
    truly yours,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey

    Managing
    Partner

    Disclosure
    Law Group, a Professional Corporation

    cc:

    Michael
                                            Koreko

    President
    and Chief Executive Officer Vivos Inc.

United States securities and exchange commission logo
November 8, 2023
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Post-Qualification Amendment No. 3 to
Offering Statement on Form 1-A
Filed November 3, 2023
File No. 024-11627
Dear Michael Korenko:
            We have reviewed your amendment and have the following comment.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you provide in
response to this letter, we may have additional comments.
Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A
Plan of Distribution
Investors' Tender of Funds, page 55
1.We note your response to comment 1, and we understand that you have exchanged
promissory notes for shares of common stock as part of this offering. Please disclose the
investors who exercised this exchange, and clarify how this impacted the proceeds from
the offering and your operations, including through the addition of risk factor disclosure,
as applicable. Please also disclose the total amount of promissory notes that were
exchanged for the common stock and describe any matters upon which acceptance was
conditioned. Finally, please tell us what consideration you gave to the potential
application of the tender offer rules, and how you structured the exchange of promissory
notes for common stock to comply with Regulation 14E and Regulation A.

 FirstName LastNameMichael Korenko
 Comapany NameVivos Inc.
 November 8, 2023 Page 2
 FirstName LastName
Michael Korenko
Vivos Inc.
November 8, 2023
Page 2
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Daniel W. Rumsey, Esq.

CORRESP
1
filename1.htm

November
3, 2023

VIA
EDGAR

Mr.
Juan Grana and Ms. Katherine Bagley

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    VIVOS
                                            INC

    Post-Qualification
    Amendment No. 2 to Offering Statement on Form 1-A

    Filed
    October 10, 2023

    File
    No. 024-11627

Ladies
and Gentlemen:

This
letter is submitted on behalf of Vivos Inc. (the “Company”) in response to comments of the staff of the Office of
Industrial Applications and Services (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Post-Qualification Amendment No. 2 to Form 1-A filed October 10, 2023, as set forth in your letter dated October 24,
2023 (the “Comment Letter”), addressed to Michael Korenko, President and Chief Executive Officer of the Company. The
Company is filing its Post-Qualification Amendment No. 3 (the “Post-Qualification Amendment No. 3”) contemporaneously
with the submission of this letter to address the comments raised by the Staff in the Comment Letter, as more particularly set forth
below.

For
reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following such
comment. The responses provided herein are based upon information provided to Disclosure Law Group, a Professional Corporation, by the
Company.

Post-Qualification
Amendment No. 2 to Form 1-A on Form 1-A filed October 10, 2023

Plan
of Distribution, Investors’ Tender of Funds, page 55

    1.
    We
    note your disclosure that you currently have outstanding promissory notes that may be exchanged for shares of the common stock being
    offered. Please describe the investors who could exercise this exchange, and clarify how this will impact the proceeds from the offering
    and your operations, including through the addition of risk factor disclosure. Please also disclose the total amount of promissory
    notes that could be exchanged for the common stock being offered and describe any matters upon which acceptance is conditioned. Finally,
    please tell us what consideration you have given to the potential application of the tender offer rules, and how you would structure
    the exchange of promissory notes for common stock to comply with Regulation 14E and Regulation A. We may have additional comments
    upon review of your response.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that, as of June 30, 2023 and December 31, 2022, and
as of the date hereof, the Company has no convertible notes outstanding. The disclosure within the section titled PLAN OF DISTRIBUTION
- Investors’ Tender of Funds on page 54 of Post-Qualification Amendment No. 3 has been revised to remove reference to any convertible
notes outstanding and the conversion of such convertible notes for shares of common stock offered in connection with the offering.

Index
to Exhibits, page 59

    2.
    Please
    revise the number of common shares referenced in the opinion of counsel filed as Exhibit 12.1 for consistency with the number of
    shares of common stock disclosed in the offering circular.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that, in response, the number of common shares referenced
in the opinion of counsel filed as Exhibit 12.1 has been revised to reflect the number of shares of common stock disclosure in the offering
circular, to 50,000,000.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information
regarding the foregoing, please do not hesitate the Company’s counsel, Daniel W. Rumsey, at (619) 272-7062.

    Very
    truly yours,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey

    Managing
    Partner

    Disclosure
    Law Group, a Professional Corporation

    cc:

    Michael
                                            Koreko

    President
and Chief Executive Officer Vivos Inc.

United States securities and exchange commission logo
October 24, 2023
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Post-Qualification Amendment No. 2 to
Offering Statement on Form 1-A
Filed October 10, 2023
File No. 024-11627
Dear Michael Korenko:
            We have reviewed your post-qualification amendment and have the
following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you provide in
response to this letter, we may have additional comments.
Post-Qualification Amendment No. 2 to Offering Statement on Form 1-A filed October 10, 2023
Plan Of Distribution
Investors' Tender of Funds, page 55
1.We note your disclosure that you currently have outstanding promissory notes that may be
exchanged for shares of the common stock being offered. Please describe the investors
who could exercise this exchange, and clarify how this will impact the proceeds from the
offering and your operations, including through the addition of risk factor disclosure.
Please also disclose the total amount of promissory notes that could be exchanged for the
common stock being offered and describe any matters upon which acceptance is
conditioned. Finally, please tell us what consideration you have given to the potential
application of the tender offer rules, and how you would structure the exchange of
promissory notes for common stock to comply with Regulation 14E and Regulation A.
We may have additional comments upon review of your response.

 FirstName LastNameMichael Korenko
 Comapany NameVivos Inc.
 October 24, 2023 Page 2
 FirstName LastName
Michael Korenko
Vivos Inc.
October 24, 2023
Page 2
Index to Exhibits, page 59
2.Please revise the number of common shares referenced in the opinion of counsel filed as
Exhibit 12.1 for consistency with the number of shares of common stock disclosed in the
offering circular.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Daniel W. Rumsey, Esq.

CORRESP
1
filename1.htm

VIVOS
INC.

Jordan
Nimitz

Division
of Corporation Finance

Office
of Industrial Applications and Services

Securities
and Exchange Commission

Washington
DC 20549

October
13, 2022

    Re:
    Vivos
    Inc.

    Offering
                                            Statement on Form 1-A

    Post-Qualification
    Amendment No. 1

    File
    No. 024-11627

Dear
Ms. Nimitz:

On
behalf of Vivos Inc. I hereby request qualification of the above-referenced offering statement at 3:00 PM Eastern time on October 17,
2022, or as soon thereafter as is practicable.

Upon
grant of our request to accelerate qualification, we would appreciate your communicating with Mr. Jack Kennedy, of Disclosure Law Group,
a Professional Corporation, via telephone at (619) 272-7064, to confirm the exact time at which the Offering Statement was declared effective.

    Sincerely,

    /s/
    Michael K. Korenko

    Michael
    K. Korenko

    President
    and Chief Executive Officer

    Vivos
    Inc.

719
JADWIN AVENUE ● RICHLAND, WASHINGTON 99352

United States securities and exchange commission logo
October 11, 2022
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Offering Statement on Form 1-A
Post-Qualification Amendment No. 1
Filed October 3, 2022
File No. 024-11627
Dear Michael Korenko:
            This is to advise you that we do not intend to review your amendment.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.

Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

VIVOS
INC.

Laura
Crotty

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

Washington
DC 20549

September
13, 2021

    Re:
    Vivos
    Inc.

    Offering
    Statement on Form 1-A

    File
    No. 024-11627

Dear
Ms. Crotty:

On
behalf of Vivos Inc. I hereby request qualification of the above-referenced offering statement at 4:00 PM Eastern time on September 15,
2021, or as soon thereafter as is practicable.

Upon
grant of our request to accelerate qualification, we would appreciate your communicating with Mr. Daniel Rumsey, of Disclosure Law Group,
a Professional Corporation, via telephone at (619) 272-7062, to confirm the exact time at which the Offering Statement was declared effective.

    Sincerely,

    /s/
    Michael K. Korenko

    Michael
    K. Korenko

    President
    and Chief Executive Officer

    Vivos
    Inc.

719
JADWIN AVENUE ● RICHLAND, WASHINGTON 99352

United States securities and exchange commission logo
September 3, 2021
Michael K. Korenko
President and Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Offering Statement on Form 1-A
Filed September 1, 2021
File No. 024-11627
Dear Mr. Korenko:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jack Kennedy

CORRESP
1
filename1.htm

March
2, 2021

VIA
EDGAR

Dillon
Hagius and

Tim
Buchmiller

Division
of Corporate Finance

Office
of Life Sciences

    RE:
    Vivos,
    Inc.

    Post-Qualification
    Amendment No. 4 to Form 1-A

    Filed
    March 1, 2021

    File
    No. 024-11049

Dear
Mr. Hagius and Mr. Buchmiller:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Vivos, Inc. (the “Registrant”) hereby
requests acceleration of the qualification date of its Offering Statement on Form 1-A (File No. 024-11049), as amended (the “Offering
Statement”), so that it may become qualified before 4:00 p.m. Eastern Time on March 2, 2021, or as soon as practicable
thereafter. The undersigned confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities qualified pursuant
to the Offering Statement.

The
Registrant hereby authorizes Daniel Rumsey, of Disclosure Law Group, a Professional Corporation, to orally modify or withdraw
this request for acceleration.

The
Registrant hereby acknowledges that the adequacy and accuracy of the disclosure in the Offering Statement is the responsibility
of the Registrant. The Registrant further acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, qualify the Offering Statement, it does not foreclose the Commission from taking any action with respect to the Offering
Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Offering Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Offering Statement;
and

(iii)
the Registrant may not assert comments of the Commission or the staff and the declaration of qualifying the Offering Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Upon
grant of our request to accelerate qualification, we would appreciate your communicating with Mr. Rumsey, via telephone at (619)
272-7062, to confirm the exact time at which the Offering Statement was qualified.

    Best
    Regards,

    VIVOS,
    INC.

    /s/
    Mike Korenko

    Mike
    Korenko

    President
    and Chief Executive Officer

    cc:
    Daniel
    Rumsey

    Managing
    Director

    Disclosure
    Law Group, a Professional Corporation

United States securities and exchange commission logo
February 25, 2021
Michael K. Korenko
President and Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Post-Qualification Amendment No. 4 to Form 1-A
Filed February 17, 2021
File No. 024-11049
Dear Mr. Korenko:
            We have reviewed your amendment and do not have any comments.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Dillon Hagius at 202-551-7976 or Tim Buchmiller at 202-551-3635 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel W. Rumsey, Esq.

CORRESP
1
filename1.htm

VIVOS
INC.

Mr.
Tim Buchmiller

Ms.
Mary Beth Breslin

Division
of Corporation Finance

Securities
and Exchange Commission

Washington
DC 20549

June
1, 2020

    Re:
    Vivos Inc.

    Offering Statement on Form 1-A

    File No. 024-11049

Dear
Ladies and Gentlemen:

On
behalf of Vivos Inc. I hereby request qualification of the above-referenced offering statement at 10:00 A.M. Eastern time on June
3, 2020, or as soon thereafter as is practicable.

    Sincerely,

    /s/
    Michael K. Korenko

    Michael
    K. Korenko

    President
    and Chief Executive Officer

    Vivos
    Inc.

719
JADWIN AVENUE ● RICHLAND, WASHINGTON 99352

United States securities and exchange commission logo
May 29, 2020
Michael K. Korenko
President and Chief Executive Officer
VIVOS INC
719 Jadwin Avenue
Richland, Washington 99352
Re:VIVOS INC
Post-Qualification Amendment No. 2 to Form 1-A
Filed May 21, 2020
File No. 024-11049
Dear Mr. Korenko:
            We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Qualification Amendment No. 2 to Form 1-A
Use of Proceeds, page 20
1.We note your revisions in response to prior comment 2 and refer to your disclosure in the
second paragraph of this section which appears to indicate that you may secure
incremental funding from this offering in excess of $4,050,000.  Since you are only
qualifying 150 million shares at the $0.027 offering price, it is not clear how you would
raise funding in this offering in excess of $4,050,000.  Please revise as appropriate and
ensure that your disclosure in this section indicates whether you will be able to complete
the pre-clinical testing required to file an IDE with the FDA to initiate clinical trials for
advanced human skin cancer at the 100% offering level.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to

 FirstName LastNameMichael K. Korenko
 Comapany NameVIVOS INC
 May 29, 2020 Page 2
 FirstName LastName
Michael K. Korenko
VIVOS INC
May 29, 2020
Page 2
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 or Mary Beth Breslin at 202-551-3625
with any questions
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel W. Rumsey, Esq.

CORRESP
1
filename1.htm

June
1, 2020

VIA
EDGAR

Mr.
Tim Buchmiller and Ms. Mary Beth Breslin

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    VIVOS
                                         INC

        Post-Qualification
        Amendment No. 2 to Form 1-A

        Filed
        May 21, 2020

        File
        No. 024-11049

Ladies
and Gentlemen:

This
letter is submitted on behalf of Vivos Inc. (the “Company”) in response to comments of the staff of the Office
of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Post-Qualification Amendment No. 2 to Form 1-A filed May 21, 2020, as set forth in your letter dated May 29, 2020
(the “Comment Letter”), addressed to Michael Korenko, President and Chief Executive Officer of the Company.
The Company is filing its Post-Qualification Amendment No. 3 (the “Post-Qualification Amendment No. 3”) contemporaneously
with the submission of this letter to address the comments raised by the Staff in the Comment Letter, as more particularly set
forth below.

For
reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following
such comment. The responses provided herein are based upon information provided to Disclosure Law Group, a Professional Corporation,
by the Company.

Post-Qualification
Amendment No. 2 to Form 1-A

Use
of Proceeds, page 20

    1.
    We
    note your revisions in response to prior comment 2 and refer to your disclosure in the second paragraph of this section which
    appears to indicate that you may secure incremental funding from this offering in excess of $4,050,000. Since you are only
    qualifying 150 million shares at the $0.027 offering price, it is not clear how you would raise funding in this offering in
    excess of $4,050,000. Please revise as appropriate and ensure that your disclosure in this section indicates whether you will
    be able to complete the pre-clinical testing required to file an IDE with the FDA to initiate clinical trials for advanced
    human skin cancer at the 100% offering level.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that, in response, the Company has revised
the sentence under the caption “Use of Proceeds” that indicated that the Company may secure incremental funding from
the offering in excess of $4.05 million. In this regard, the Company advises the Staff that it has no intention of exceeding the
number of shares offered pursuant to the offering statement and Form 1-A.

In
response to the second part of the Staff’s comment, we have added additional disclosure that the Company will be able to
complete the pre-clinical testing required to file an IDE with the FDA to initiate clinical trials for advanced human skin cancer
at the 75% offering level and above, and that in the event we do not secure funding at the 75% level, we may be required to seek
additional financing to complete the submission, although the Company will proceed with preparing the IDE for filing using proceeds
from the offering at a level below 75%.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information
regarding the foregoing, please do not hesitate the Company’s counsel, Daniel W. Rumsey, at (619) 272-7062.

    Very
    truly yours,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey

    Managing
    Partner

    Disclosure
    Law Group, a Professional Corporation

    cc:

    Michael
                                         Koreko

        President
        and Chief Executive Officer

        Vivos
Inc.

CORRESP
1
filename1.htm

May
20, 2020

VIA
EDGAR

Mr.
Buchmiller and Ms. Breslin

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    VIVOS
        INC.

        Post-Qualification
        Amendment No. 1 to Form 1-A filed April 30, 2020

        File
        No. 024-11049

Ladies
and Gentlemen:

This
letter is submitted on behalf of Vivos Inc. (the “Company”) in response to comments of the staff of the Office
of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Post-Qualification Amendment No. 1 to Form 1-A (the “Post-Qualification Amendment”)
filed April 30, 2020 as set forth in your letter dated May 18, 2020 (the “Comment Letter”), addressed to Michael
Korenko, President and Chief Executive Officer of the Company. The Company is filing Post-Qualification Amendment No. 2 (“Post-Qualification
Amendment No. 2”) contemporaneously with the submission of this letter to address the comments raised by the Staff in
the Comment Letter, as more particularly set forth below.

For
reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following
such comment. The responses provided herein are based upon information provided to Disclosure Law Group, a Professional Corporation,
by the Company.

Form
1-A POS filed April 30, 2020

Post-Qualification
Offering Circular Cover Page, page 1

    1.
    We
    note your disclosure under “Recent Developments” on page 6 that you have already raised $125,280 in proceeds under
    this offering statement in March 2020. We also note your disclosure that you converted outstanding notes into shares of common
    stock. Please tell us how the March offering, and, if applicable, the note conversions, have been reflected in the maximum
    offering of 150 million shares of common stock and your total maximum offering amount in dollars, or revise your offering
    circular as appropriate, including use of proceeds. Please also tell us how you conducted any offering of shares under this
    offering statement prior to including pricing information as required by Rule 253 of Regulation A.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that in March 2020 the Company entered into
verbal agreements with three existing accredited investors who agreed to invest an aggregate of $125,280 to ensure the Company’s
liquidity pending qualification of the Post-Qualification Amendment, which funds were placed in escrow and released to the Company
upon consent of the investors. The Company has not issued any securities, including shares of common stock, and upon qualification
of Post-Qualification Amendment No. 2, the Company intends to formally offer the securities at the price set forth in such Post-Qualification
Amendment No. 2. In the event the investors do not accept the offer at the price per share set forth the Post-Qualification Amendment
No. 2, the Company intends to either issue promissory notes, or shares of common stock in a private placement under Section 4(2)
of the Securities Act of 1933, as amended (“Securities Act”), at the investor’s election.

The
Post-Qualification Amendment erroneously stated that the shares of common stock were issued in April 2020, and the Post-Qualification
Amendment No. 2 will be revised to reflect the facts governing the investment as set forth above.

Use
of Proceeds, page 20

    2.
    Your
    current disclosure indicates that if the maximum number of shares of common stock are sold under your Offering Circular that
    you estimate that you will receive net proceeds of approximately $3,950,000 after the payment of estimated offering expenses.
    Please tell us how this amount reconciles to the $3,000,000 in total use of proceeds shown in the first column of your table
    on page 21 or revise your disclosure as appropriate.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company intends to offer a maximum
of 150,000,000 shares at $0.027 per share, resulting in maximum proceeds of $4,050,000. The Use of Proceeds table and elsewhere
where the maximum proceeds are disclosed will be revised to reflect the intended maximum offering proceeds.

Plan
of Distribution, page 54

    3.
    We
    note your disclosure that outstanding promissory notes may be exchanged for shares of common stock issued in connection with
    the offering, in which event the proceeds to the company will be reduced by the amount of principal and accrued interest exchanged
    for common stock. Please provide a legal analysis as to how the issuance of common stock under Regulation A would be consistent
    with Section 5 as it appears from your response to Item 6 of Part I that the notes were issued in reliance on the exemption
    in Section 4(a)(2). Please note that we view an offering of both the overlying and underlying security to take place where
    the overlying securities are convertible or exercisable within one year. For guidance, please refer to Question 103.04 of
    the Securities Act Sections Compliance and Disclosure Interpretations, available on our website.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that the outstanding promissory notes, which
were issued to accredited investors over six months ago in reliance on the exemption in Section 4(a)(2) of the Securities Act,
and are convertible into shares of common stock at $0.04 per share, are not intended to be convertible into shares of common stock
proposed to be issued in connection with the Regulation A+ offering at $0.027 per share, according to the terms of such notes.
Rather, the principal and accrued interest due under the terms of the notes (“Outstanding Balance”), although
convertible into shares of common stock in continued reliance on Section 4(a)(2) under the Securities Act, may instead be exchanged
for shares of common stock upon qualification of Form 1-A at $0.27 per share. The Outstanding Balance essentially serves as the
currency or consideration used to acquire such common stock issued pursuant to Regulation A+.

Question
103.04 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations advises that when convertible
securities are registered under Section 5 of the Securities Act, the underlying securities are required to be registered as well
where such convertible securities are convertible within one year. In the case of the convertible promissory notes issued by the
Company, such notes were issued in reliance on the exemption afforded by Section 4(a)(2), and are not proposed to be convertible
according to their terms into securities proposed to be issued pursuant to the exemption from registration afforded by Regelation
A+, but rather are being exchanged for securities offered pursuant to the offering statement. According to the staff in its response
to Question 103.04, “[t]he security holder, by purchasing a convertible security that
is convertible only at the option of the issuer, is in effect also deciding to accept the underlying security.” In the case
of the notes issued by the Company, the note holder was not making an investment decision to acquire securities offered pursuant
to the offering statement at the time it made its original investment. To the contrary, the investment decision whether to exchange
the Outstanding Balance under the applicable note will be made only upon review of the offering statement. As a result, there
are two investment decisions, not one as reference by the staff in its response to Question 103.04, and each one would require
either registration or an exemption from registration – the original investment decision did not contemplate that the notes
could be exchanged, at the option of the investor, into any securities other than pursuant to the specific terms of the notes.

The
Company could have exchanged the notes for common stock in reliance on Section 3(a)(9) under the Securities Act, or converted
into common stock and resold in reliance of Rule 144 under the Securities Act assuming the requirements under Rule 144 were satisfied;
however, we believe that the exchange of the Outstanding Balance for securities issued pursuant to the exemption from registration
afforded by Regulation A+ would not be inconsistent with the registration requirements of Section 5 of the Securities Act since
Regulation A+ is an exemption from registration, as is Section 4(a)(2). Since the notes issued by the Company were not registered
under Section 5 of the Securities Act, which Question 103.04 appears to require to prohibit the use of an exemption where the
original securities were registered, we do not believe that Question 103.04 is applicable to prohibit the use of Regulation A+
to exempt the offering of securities issued pursuant to Form 1-A where the original notes were issued under Section 4(a)(2) of
the Securities Act.

*
* *

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information
regarding the foregoing, please do not hesitate the Company’s counsel, Daniel W. Rumsey, at (619) 272-7062.

    Very truly yours,

    /s/ Daniel W. Rumsey

    Daniel W. Rumsey

    Managing Partner

    Disclosure Law Group, a Professional Corporation

    cc:

    Michael
        Korenko

        Vivos
        Inc.

        President
        and Chief Executive Officer

United States securities and exchange commission logo
May 18, 2020
Michael K. Korenko
President and Chief Executive Officer
VIVOS INC
719 Jadwin Avenue
Richland, Washington 99352
Re:VIVOS INC
Post-Qualification Amendment No. 1 to Form 1-A
Filed April 30, 2020
File No. 024-11049
Dear Mr. Korenko:
            We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A POS filed April 30, 2020
Post-Qualification Offering Circular Cover Page, page 1
1.We note your disclosure under "Recent Developments" on page 6 that you have already
raised $125,280 in proceeds under this offering statement in March 2020.  We also note
your disclosure that you converted outstanding notes into shares of common stock.  Please
tell us how the March offering, and, if applicable, the note conversions, have been
reflected in the maximum offering of 150 million shares of common stock and your total
maximum offering amount in dollars, or revise your offering circular as appropriate,
including use of proceeds.  Please also tell us how you conducted any offering of shares
under this offering statement prior to including pricing information as required by Rule
253 of Regulation A.

 FirstName LastNameMichael K. Korenko
 Comapany NameVIVOS INC
 May 18, 2020 Page 2
 FirstName LastName
Michael K. Korenko
VIVOS INC
May 18, 2020
Page 2
Use of Proceeds, page 20
2.Your current disclosure indicates that if the maximum number of shares of common stock
are sold under your Offering Circular that you estimate that you will receive net proceeds
of approximately $3,950,000 after the payment of estimated offering expenses.  Please tell
us how this amount reconciles to the $3,000,000 in total use of proceeds shown in the first
column of your table on page 21 or revise your disclosure as appropriate.
Plan of Distribution, page 54
3.We note your disclosure that outstanding promissory notes may be exchanged for shares
of common stock issued in connection with the offering, in which event the proceeds to
the company will be reduced by the amount of principal and accrued interest exchanged
for common stock. Please provide a legal analysis as to how the issuance of common
stock under Regulation A would be consistent with Section 5 as it appears from your
response to Item 6 of Part I that the notes were issued in reliance on the exemption in
Section 4(a)(2).  Please note that we view an offering of both the overlying and underlying
security to take place where the overlying securities are convertible or exerciseable within
one year. For guidance, please refer to Question 103.04 of the Securities Act Sections
Compliance and Disclosure Interpretations, available on our website.

            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 or Mary Beth Breslin at 202-551-3625
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel W. Rumsey, Esq.

CORRESP
1
filename1.htm

Untitled Document

Ms. Amanda Ravitz

Mr. Thomas
Jones

Division of
Corporation Finance

Securities and
Exchange Commission

Washington DC
20549

November 22,
2019

Re:

Vivos
Inc.

Offering
Statement on Form 1-A

File
No. 024-11049

Dear Ms. Ravitz and
Mr. Jones:

On behalf of Vivos Inc. I hereby request qualification of the
above-referenced offering statement at 10:00 am Eastern time on
November 26, 2019, or as soon thereafter as is
practicable.

Sincerely,

/s/ Michael K.
Korenko

Michael K.
Korenko

President
and Chief Executive Officer

Vivos
Inc.

CORRESP
1
filename1.htm

Vivos Inc. - FORM correspondence

October 31, 2019

VIA EDGAR

Mr. Gary Newberry

Office of Electronics & Machinery

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Vivos Inc.

File No. 024-11049

Dear Mr. Newberry:

We have received your correspondence dated October 29, 2019 and have addressed your remarks by reproducing below each comment and providing our response immediately thereafter.

This letter is submitted on behalf of Vivos Inc. (the “Company”) in response to comments of the staff of the Office of Electronics & Machinery (the “Staff”) of the Securities and Exchange Commission with respect to Amendment No. 2 to the Company’s Offering Statement on Form 1-A (the “Offering Statement”), filed on October 8, 2019 as set forth in your letter dated October 29, 2019 (the “Comment Letter”).  As more particularly set forth below, the Company intends to file an amendment to the Offering Statement (the “Form 1-A/A”) (“Amendment No. 3”) following the Staff’s reply to the Company’s responses set forth below.

For reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following such comment.

Amendment No. 2 to Offering Statement on Form 1-A filed October 8, 2019

Exhibits

1.

We note that section 6 of the subscription agreement identifies the state and federal courts sitting in the southern district of New York as the exclusive forum for all legal proceedings concerning the interpretations, enforcement and defense of transactions contemplated by the subscription agreement and any documents included within the offering circular.  Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response

In response to the Staff’s comment, the Company has elected to delete the exclusive forum provision set forth in the Subscription Agreement as it relates to the interpretation, enforcement and defense of transactions contemplated by the Subscription Agreement and any documents included within the Offering Circular.

2.

We also note section 6 of the subscription agreement waives a trial by jury. Please clarify and disclose if this applies to actions arising under the federal securities laws. Please include risk factor disclosure regarding waiver of jury trial.  In addition, we note that section 6 contains an indemnification provision. Please revise your offering circular to highlight the provision in more detail and explain how the provision applies to investors.  Also, please include risk factor disclosure that highlights the indemnification provision.

Response

Similar to the elimination of the exclusive forum provision in response to the Staff’s comment No. 1 above, the Company has elected to delete the last sentence in Section 6 of the Subscription Agreement requiring investors to waive a trial by jury.  In addition, the Company will amend Section 5 of the Subscription Agreement to eliminate the requirement that investors indemnify the Company under certain circumstances.

Following the Staff’s response to this letter, and assuming no further Staff comments to the Form 1-A/A, we intend to file Amendment No. 3 to the Form 1-A/A, including an amended form of Subscription Agreement, promptly following a response from the Staff, as follows:

1.

Section 5 of the Subscription Agreement will be amended as follows:

5.  Survival. The representations, warranties and covenants made by the Investor herein shall survive the closing of this Subscription Agreement.

2.

Section 6 of the Subscription Agreement will be amended as follows:

6. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

*  *  *

We confirm that we are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Respectfully submitted,

 /s/ Michael Korenko

Michael Korenko

Chief Executive Officer

October 29, 2019
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed October 8, 2019
File No. 024-11049
Dear Mr. Korenko:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Offering Statement on Form 1-A filed October 8, 2019
Exhibits
1.We note that section 6 of the subscription agreement identifies the state and federal courts
sitting in the southern district of New York as the exclusive forum for all legal
proceedings concerning the interpretations, enforcement and defense of transactions
contemplated by the subscription agreement and any documents included within the
offering circular.  Please disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the

 FirstName LastNameMichael  Korenko
 Comapany NameVivos Inc.
 October 29, 2019 Page 2
 FirstName LastName
Michael  Korenko
Vivos Inc.
October 29, 2019
Page 2
rules and regulations thereunder. If the provision applies to Securities Act claims, please
also revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.
2.We also note section 6 of the subscription agreement waives a trial by jury. Please clarify
and disclose if this applies to actions arising under the federal securities laws. Please
include risk factor disclosure regarding waiver of jury trial.  In addition, we note that
section 6 contains an indemnification provision. Please revise your offering circular to
highlight the provision in more detail and explain how the provision applies to
investors.  Also, please include risk factor disclosure that highlights the indemnification
provision.
            You may contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones at 202-551-3602 or Amanda Ravitz at 202-551-3412 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel W. Rumsey

CORRESP
1
filename1.htm

October
8, 2019

VIA
EDGAR

Mr.
Gary Newberry

Office
of Electronics & Machinery

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Vivos Inc.

    Amendment to Offering Statement of Form 1-A
    (“Amendment No. 2”)

    Filed
    October 8, 2019

    File No. 024-11049

Dear
Mr. Newberry:

We
have received your correspondence dated September 26, 2019 and have addressed your remarks by reproducing below each comment and
providing our response immediately thereafter.

Use
of Proceeds, page 17

1.
We note your response to prior comment 4. Please revise this section to disclose your intended use of proceeds assuming the sale
of 25%, 50%, 75% and 100% of the offering, such as the estimated expenses of the offering and the amount to repay debt mentioned
on page 17 and the commissions mentioned in Item 4 of Part I of the Form 1-A. Also, revise your disclosure to use the midpoint
of the estimated price range for this offering.

We
have previously disclosed that a majority of the proceeds received will be used to expand our animal therapy business, and approximately
10-20% of the proceeds will be used for general working capital. Our main focus continues to be our animal therapy business. We
estimate that up to 80% of amounts raised will go towards this business, at all levels of amounts raised (25%, 50%, 75% and 100%).
In response to the Staff’s comment and further to your conversations with Daniel Rumsey, our securities counsel, we have
provided an estimate by percentage of the amount of proceeds to be allocated to each use based on the median or midpoint price
range for this offering at $.05 per share. Additionally, we have included in the disclosure regarding use of proceeds, the amount
proposed to be allocated to the repayment of outstanding notes and liabilities.

Division
of Corporation Finance

Securities
and Exchange Commission

Vivos
Inc.

October
8, 2019

Page
2

Exhibits

2.
We note your response to prior comment 9. Please file as an exhibit the subscription agreement.

We
have included the form of subscription agreement as Exhibit 4.1 to Amendment No. 2.

We
have revised the disclosure as indicated herein in Amendment No. 2, and have contemporaneously filed Amendment No. 2 along with
a copy of this letter.

We
confirm that we are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action
or absence of action by the Staff.

    Respectfully
    submitted,

    /s/ Michael Korenko

    Michael Korenko

    Chief Executive Officer

September 26, 2019
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed September 9, 2019
File No. 024-11049
Dear Mr. Korenko:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If 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 offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 23, 2019 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed September 9, 2019
Use of Proceeds, page 17
1.We note your response to prior comment 4. Please revise this section to disclose
your intended use of proceeds assuming the sale of 25%, 50%, 75% and 100% of the
offering, such as the estimated expenses of the offering and the amount to repay debt
mentioned on page 17 and the commissions mentioned in Item 4 of Part I of the Form 1-
A.  Also, revise your disclosure to use the midpoint of the estimated price range for this
offering.

 FirstName LastNameMichael  Korenko
 Comapany NameVivos Inc.
 September 26, 2019 Page 2
 FirstName LastName
Michael  Korenko
Vivos Inc.
September 26, 2019
Page 2
Exhibits
2.We note your response to prior comment 9.  Please file as an exhibit the subscription
agreement.
            You may contact Gary Newberry at 202-551-3761 or Lynn Dicker, Senior Accountant, at
202-551-3616 if you have questions regarding comments on the financial statements and related
matters.  Please contact Thomas Jones at 202-551-3602 or Amanda Ravitz, Assistant Director, at
202-551-3412 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Daniel W. Rumsey

CORRESP
1
filename1.htm

September
9, 2019

VIA
EDGAR

Mr.
Gary Newberry

Office
of Electronics & Machinery

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Vivos
    Inc.

    Offering
    Statement of Form 1-A

    Filed
    July 29, 2019

    File
    No. 024-11049

Dear
Mr. Newberry:

We
have received your correspondence dated August 23, 2019. We have addressed your comment by reproducing below each comment and
providing our response immediately thereafter.

Offering
Circular Summary, page 4

    1.
    Please disclose in the summary that you have received a going concern opinion from your auditor.

We
have included disclosure in the offering circular summary regarding the going concern opinion received for the years ended December
31, 2018 and 2017, as requested by the Staff.

Risk
Factors, page 7

    2.
    Please include a separate risk factor discussing your sole supplier of Y-90 particles mentioned on pages 10 and 34.

We
have included disclosure in the risk factors regarding our Y-90 particles supplier, as requested by the Staff.

The
Company’s outstanding securities, page 14

3.
In an appropriate section of your offering circular, please discuss the material terms of the Path Forward Agreement between you
and your current insiders and shareholders mentioned in this risk factor. Also, provide similar details regarding the other existing
agreements mentioned in your risk factor heading.

We
have added disclosure in our offering circular summary regarding the Path Forward Agreements that are included throughout the
offering statement to highlight the transactions that occurred, as requested by the Staff. This disclosure includes the amounts
raised in October 2018 as well as settlements with noteholders executed as part of the Path Forward Agreements.

Use
of Proceeds, page 17

4.
Please revise this section to include your intended use of proceeds assuming the sale of 25%, 50%, 75% and 100% of the offering.

We
have previously disclosed that a majority of the proceeds received will be used to expand our animal therapy business, and approximately
10-20% of the proceeds will be used for general working capital. Our main focus continues to be our animal therapy business. We
estimate that up to 80% of amounts raised will go towards this business, at all levels of amounts raised (25%, 50%, 75% and 100%).
As we have included only “blanks” for proceeds anticipated to be raised, we cannot estimate the specific amounts as
requested; however, we have provided an estimate by percentage the amount of proceeds to be allocated to each use, as requested
by the Staff.

Principal
Markets, page 31

5.
We note your disclosure that you are developing test plans to address issues raised by the FDA in connection with your previous
submissions regarding RadioGel. Please revise to disclose the issues raised by the FDA.

The
Company has revised the disclosure within the Principal Markets section to include the primary issues raised by the FDA in connection
with its previous submissions, as requested by the Staff.

Veterinary
Sector, page 32

6.
Please revise the disclosure in the fifth paragraph on page 33 to disclose, if applicable, the amount that you owe to the University
of Missouri.

We
have revised the disclosure to indicate that the Company currently does not owe the University of Missouri any monies, as requested
by the Staff.

Directors,
Executive Officers and Significant Employees, page 36

7.
Please tell us the multi-billion revenue corporations in which Mr. Swanberg worked and his role within each organization. In this
regard, did he play an integral role in developing any corporations, from a small, start-up business, to a multi-billion dollar
revenue corporation? Also, provide balanced details of any organizations in which Mr. Swanberg worked that were not successful.
Furthermore, revise your disclosure to clarify when Mr. Swanberg served as executive vice president and on the board of directors
for IsoRay Medical, Inc.

Mr.
Swanberg’s employment history within multi-billion revenue corporations is as follows:

    ●
    Rockwell
    Hanford Operations, from 1983 to 1987

    Engineer,
    Advanced Projects Group

    ●
    Westinghouse
    Hanford Company, from 1987 to 1988

    Senior
    Engineer, Advanced Projects Group

    ●
    The
    Boeing Company, from 1988 to 1993

    Materials
    & Processes, Coatings development for F-22 Raptor

    ●
    Science
    Applications International Corporation (now Leidos), from 1995 – 2003 and from 2008 -2010

    Senior
    Chemical/Environmental Engineer, Project Manager - Technology Development, Environmental Compliance

    ●
    AECOM
    from 2010 to 2019

    Manager
    - Technology Development for High-Level Nuclear Waste Treatment and Disposal

Each
of the above companies were established and successful prior to Mr. Swanberg’s employment, and Mr. Swanberg did not play
an integral role in developing any of the above-referenced companies.

We
have revised the disclosure on page 36 to include the dates of Mr. Swanberg’s roles as Executive Vice President and as a
member of the Board of Directors of IsoRay Medical, Inc.

Related
Party Transactions, page 41

    8.
    Please
    identify the officers and directors mentioned in this section.

We
have revised the disclosure to identify those officers and directors mentioned in this section, as requested by the Staff.

Index
to Exhibits, page 54

9.
Please ensure that you have filed all agreements required to be filed as exhibits to your offering statement. In this regard,
we note the licensing agreements with Battelle mentioned in the last paragraph on page 4, the supply agreement mentioned on page
10, the Path Forward Agreement mentioned on page 14, the Certificate of Amendment to the Certificate of Incorporation that authorized
the designation of Series C Convertible Preferred Stock mentioned on page 30, the related party convertible note agreements on
page 41 and the subscription agreement mentioned on page 52.

In
response to the Staff’s comment, we have filed as exhibits all agreements required to be filed with the offering statement,
including the licensing agreements with Battelle referred to in the last paragraph on page 4, the form of Path Forward Agreement
referred to on page 14, the Certificate of Amendment to the Certificate of Incorporation that authorized the designation of Series
C Convertible Preferred Stock referred to on page 30, the form of related party convertible note agreements referred to on page
41, and the subscription agreement referred to on page 52.

Please
note that the Company does not have a written supply agreement with IsoTherapeutics, referred to on page 10 and which was requested
by the Staff.

Financial
Statements, page F-1

10.
We note from the June 30, 2019 Form 10-Q as well as page 4 and throughout the Form 1-A that you effected a 1-for-8 reverse stock
split on June 25, 2019. Please revise all financial statements presented to reflect the reverse stock split in accordance with
ASC 260-10-55-12 and SAB Topic 4C. In this regard, also have your independent auditor revise its report on page F-24 to reference
the reverse split and dual-date its opinion in accordance with PCAOB 3110.05 and AICPA AU 530.05, as applicable.

We
have updated the December 31, 2018 and 2017 financial statements, and our auditors have updated its opinion in accordance with
the applicable standards to effectuate the reverse stock split.

We
have revised the disclosure as indicated herein in Amendment #1, and have contemporaneously filed Amendment No. 1 along with this
letter.

We
confirm that we are responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments, action
or absence of action by the Staff.

    Respectfully
    submitted,

    /s/
    Michael Korenko

    Michael
    Korenko

    Chief
    Executive Officer

August 23, 2019
Michael Korenko
Chief Executive Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352
Re:Vivos Inc.
Offering Statement on Form 1-A
Filed July 29, 2019
File No. 024-11049
Dear Mr. Korenko:
             We have reviewed your offering statement and have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A Filed July 29, 2019
Offering Circular Summary, page 4
1.Please disclose in the summary that you have received a going concern opinion from your
auditor.
Risk Factors, page 7
2.Please include a separate risk factor discussing your sole supplier of Y-90 particles
mentioned on pages 10 and 34.

 FirstName LastNameMichael  Korenko
 Comapany NameVivos Inc.
 August 23, 2019 Page 2
 FirstName LastNameMichael  Korenko
Vivos Inc.
August 23, 2019
Page 2
The Company's outstanding securities, page 14
3.In an appropriate section of your offering circular, please discuss the material terms of the
Path Forward Agreement between you and your current insiders and shareholders
mentioned in this risk factor.  Also, provide similar details regarding the other existing
agreements mentioned in your risk factor heading.
Use of Proceeds, page 17
4.Please revise this section to disclose your intended use of proceeds assuming the sale of
25%, 50%, 75% and 100% of the offering.
Principal Markets, page 31
5.We note your disclosure that you are developing test plans to address issues raised by the
FDA in connection with your previous submissions regarding RadioGel.  Please revise to
disclose the issues raised by the FDA.
Veterinary Sector, page 32
6.Please revise the disclosure in the fifth paragraph on page 33 to disclose, if applicable, the
amount that you owe to the University of Missouri.
Directors, Executive Officers and Significant Employees, page 36
7.Please tell us the multi-billion dollar revenue corporations in which Mr. Swanberg worked
and his role within each organization.  In this regard, did he play an integral role in
developing any corporations from a small, start-up business to a multi-billion dollar
revenue corporation?  Also, provide balanced details of any organizations in which Mr.
Swanberg worked that were not successful.  Furthermore, revise your disclosure to clarify
when Mr. Swanberg served as executive vice president and on the board of directors for
IsoRay Medical, Inc.
Related Party Transactions, page 41
8.Please identify the directors and officers mentioned in this section.
Index to Exhibits, page 54
9.Please ensure that you have filed all agreements required to be filed as exhibits to your
offering statement.  In this regard, we note the licensing agreements with Battelle
mentioned in the last paragraph on page 4, the supply agreement mentioned on page
10, the Path Forward Agreement mentioned on page 14, the Certificate of Amendment to
the Certificate of Incorporation that authorized the designation of series C convertible
preferred stock mentioned on page 30, the related party convertible notes agreements
mentioned on page 41, and the subscription agreement mentioned on page 52.

 FirstName LastNameMichael  Korenko
 Comapany NameVivos Inc.
 August 23, 2019 Page 3
 FirstName LastName
Michael  Korenko
Vivos Inc.
August 23, 2019
Page 3
Financial Statements, page F-1
10.We note from the June 30, 2019 Form 10-Q as well as page 4 and throughout the Form 1-
A that you effected a 1-for-8 reverse stock split on June 25, 2019.  Please revise all
financial statements presented to reflect the reverse stock split in accordance with ASC
260-10-55-12 and SAB Topic 4C.  In this regard, also have your independent auditor
revise its report on page F-24 to reference the reverse stock split and dual-date its opinion
in accordance with PCAOB 3110.05 or AICPA AU 530.05, as applicable.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Gary Newberry at 202-551-3761 or Lynn Dicker, Senior Accountant, at
202-551-3616 if you have questions regarding comments on the financial statements and related
matters.  Please contact Thomas Jones at 202-551-3602 or Heather Percival, Senior Attorney, at
202-551-3498 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Daniel W. Rumsey

Mail Stop 4631

October 16, 2018

Bruce Jolliff
Chief Financial Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352

Re: Vivos Inc.
 Form 10-K for Fiscal year Ended December  31, 2016
Filed March 9, 2017
File No. 0-53497

Dear Mr. Jolliff :

We issued comments on the above captioned filing  found in our comment letter dated
March 9, 2017.

As you have not provided a substantive response, we are terminating our review and will
take furth er steps as we deem appropriate.  These steps include releasing publicly, through the
agency’s EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff’s decision to publicly  release  comment and response letters
relating to disclosure filings it has reviewed.

Please contact Sergio Chinos, Staff Attorney,  at (202) 551 -7844  or John Cash,
Accounting Branch Chief,  at (202) 551 -3768  with any questions.

Sincerely,

 /s/ John Cash

Accounting Branch Chief
Office of Manufacturing and
Construction

Mail Stop 4631

March 9, 2018

Bruce Jolliff
Chief Financial Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352

Re: Vivos Inc.
Amendment No. 1  to Re gistration Statement on  Form S -1
Filed March 10, 2017
  File No. 333 -216588

Dear Mr. Jolliff :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, 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.   Unless  we note
otherwise , our references to prior comments are to comments in our [Month day, year] letter .

General

1. Please note the updating requirements of Rule 8 -08 of Regulation S -X.

2. We note your response to comment 1 of our letter dated April 6, 2017 and reissue our
comment.  You appear to be offer ing Units since you are registering the offer and sale of
shares of common stock and warrants to purchase common stock which you state can
only be purchased together.   It appears that you are offering Units notwithstanding the
fact that the common stock an d warrants are immediately separable once purchased.  If
you are offering Units, please revise your prospectus cover page, description of securities
and otherwise throughout your registration statement to describe the Units.  In addition,
your fee table sh ould cover the Units, common stock, warrants and the shares underlying
the warrants.  For additional guidance on the fee table, please refer to our Compliance

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 2

 and Disclosure Interpretations, Securities Act Rules, Questions 240.05 and 240.06,
available on o ur website .

3. Please revise to include the dealer prospectus delivery obligation on the outside back
cover page of the prospectus.  Please see Item 502(b) of Regulation S -K.

4. Pages ii, 2  and 4 indicate  that a reverse stock split will occur prior to the clos ing of this
offering.   Given that the reverse stock split will occur after effectiveness of your
registration statement but prior to the consummation of this offering, please provide
appropriate pro forma information throughout the filing.

5. There are numer ous disclosures throughout the filing where the amounts you discuss do
not agree to the amounts presented on the face of the financial statements.  For example:
 Total stockholders’ (deficit) as of December 31, 2016 as presented on page 6 does not
agree to the related amount as presented on pages F -2 and F -15.  Further, it is not
clear why total stockholders’ (deficit) as of December 31, 2016 as presented on page
F-2 does not agree to the related amount presented on page F -15;
 Revenues for the three months e nded September 30, 2016 as presented on page 24
does not agree to the related amount as presented on page F -3;
 On page 24, operating expenses for the three months ended September 30, 2017 adds
up to $961,799 instead of $912,799;
 You disclose on page 29 tha t you had no cash used in investing activities for the nine -
month period ended September 30, 2017, which does not agree to the related amount
presented on page F -4;
 You disclose on page 29 that you had cash provided by financing activities of
$1,124,282 f or the nine -month period ended September 30, 2017, which does not
agree to the related amount presented on page F -4; and
 You disclose on page F -6 that you had convertible promissory notes in the aggregate
principal amount of $3,188,081 outstanding as of Se ptember 30, 2017, of which
approximately $45,000 are currently due and payable.  It is not clear how either of
these amounts agrees to the financial statements.
This is a sample of inconsistencies found throughout your filing and does not represent an
all-inclusive list of inconsistencies that need to be corrected.  Please perform a
comprehensive review of your filing to ensure that the amounts you present are accurate
and agree to your financial statements.

6. We have reviewed your response to prior comment 28.  Now that you have determined
the Series A Preferred stock should have been classified as equity effective October 2016,
please ensure that your presentation of the Series A Preferred stock as equity is consistent
throughout the filing.  In this regard , we note that you have continued to present the
Series A Preferred stock as mezzanine equity as of December 31, 2016 and 2015.

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 3

 Prospectus Summary, page 1

7. We note your response to comment 7 of our letter dated April 6, 2017 and reissue our
comment.  P lease revise, here, to disclose that you have received a going concern opinion
from your auditor.  In that regard, we note your disclosure on the prospectus cover page
and on page 7.

8. We note your discussion on page 2 and elsewhere that the product is a sa fe and effective
product in killing cancer cells.  Because approval of the FDA and other comparable
regulatory agencies is dependent on their making a determination according to criteria
specified in agency regulations that a product is both safe and effec tive, please clarify the
basis for this statement and disclose whether regulatory approval has been received.  If
you have not received such approval, please revise your registration statement to
eliminate the suggestion that your product has or will ultim ately be determined to be safe
for purposes of regulatory approval of the FDA or other agencies.

9. We note your disclosure that you are developing test plans to address issues raised by the
FDA in connection with our previous submissions regarding RadioGel .  Please revise to
disclose the issues raised by the FDA.

Risk Factors, page 7

General

10. We note your disclosure that PerkinElmer  Inc. is the only suppli er of Y -90 in the United
States and  is the sole supplier of the Y -90 used by IsoT herapeutics to manufacture the
company’s RadioGel™ .   Please consider including a risk factor regarding your
dependence on one supplier for Y -90.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
24

Net Loss, page 25

11. We note y our disclosure that your “net income (loss) for the three months ended
September 30, 2017 and 2016 was $1,858,406 and $155,982 respectively.”  As such,
your current disclosure implies that you had net income for the three months ended
September 30, 2017 an d 2016.  Please revise your disclosure to clarify that you actually
had net losses of $(1,858,406) and $(155,982).

Business, page 34

12. We note your response to comment 19 of our letter dated April 6, 2017.  Please
significantly expand the disclosure in thi s section to discuss in detail the standard
processing times for approval to test and market your products.  In addition, provide an

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 4

 anticipated timeline for any submissions to the FDA and other anticipated actions by you
before regulatory bodies.

Regulat ory History, page 34

13. Please revise to clarify the outcome of the August 29, 2017 meeting the FDA.

Veterinary Sector, page 40

14. We note your response to comment 17 of our letter dated April 6, 2017.  Please file as an
exhibit all material contracts entered  into with Washington State University and the
University of Missouri.  Please see Item 601 (b)(10) of Regulation S -K.

Executive Compensation, page 47

15. We note your response to comment 23 of our letter dated April 6, 2017.  Please include in
your table the aggregate grant date fair value of the options computed in accordance with
FASB ASC Topic 718 for the options granted to Mr. Jolliff in 2016.  Please r efer to Item
402(n)(vi) of Regulation S -K and the instructions to that item.

Underwriting, page 57

16. Please revise your cover page and this section to clarify that you will sell shares at a fixed
price for the duration of the offering.

Financial Statement s

Condensed Statements of Operations, page F -3

17. Despite the lack of an income tax provision, you have presented different amounts for
Income (Loss) before Income Taxes and Net Income (Loss) for the nine months ended
September 30, 2016.  Please revise.

Report of Independent Registered Public Accounting Firm, page F -13

18. We note that your auditors have referred to Advanced Medical Isotope Corporation
throughout the audit report on the financial statements as of and for the year ended
December 31, 2016.  Plea se make arrangements with your auditors to have them revise
the audit report to refer to Vivos Inc. (formerly Advanced Medical Isotope Corporation).

Exhibit Index, page II -8

19. We note your response to comment 32 of our letter dated April 6, 2017 and reissu e our
comment.  We note your disclosure in Note 6 to the Financial Statements and elsewhere
of promissory notes outstanding.  Please file as exhibits agreements representing any

Bruce Jolliff
Vivos Inc.
March 9, 2018
Page 5

 outstanding promissory notes and agreements representing all other outstanding  material
indebtedness.  See Item 601(b)(10) of Regulation S -K.

You may  contact  Jeff Gordon, Staff Accountant , at (202) 551 -3866  or Ernest Greene,
Staff Accountant,  at (202) 551 -3733  if you have questions regarding comments on the financial
statements and related matters.  Please contact  Sergio Chinos, Staff Attorney , at (202) 551 -7844
or me at (202) 551 -3754  with any other questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Daniel W. R umsey, Esq.

CORRESP
1
filename1.htm

Vivos Inc. - FORM correspondence

February 8, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pamela Long, Assistant Director

RE:

Vivos Inc (formerly Advanced Medical Isotope Corporation)

Registration Statement on Form S-1

Filed March 10, 2017

File No. 333-216588

Form 10-K for Fiscal Year Ended December 31, 2016

File No. 000-53497

Dear Ms. Long:

This letter is submitted on behalf of Vivos Inc, formerly Advanced Medical Isotope Corporation (the “Company”), together with the letter submitted by the Company on January 24, 2018, in response to comments of the staff of the Office of Manufacturing and Construction (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), filed on March 10, 2017, and the Company’s Form 10-K for the fiscal year ended December 31, 2016 (the “10-K”), as set forth in your letter, dated April 6, 2017 (the “Comment Letter”) addressed to Dr. Michael Korenko, Acting Chief Executive Officer of the Company. In addition to Amendment No. 1 to the 10-K (the “10-K/A”) filed on January 25, 2018, the Company is filing Pre-Effective Amendment No. 1 to the Registration Statement (the “S-1/A”) contemporaneously with the submission of this letter to address the comments raised by the Staff in the Comment Letter, as more particularly set forth below.

For reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following such comment. The responses provided herein are based upon information provided to Disclosure Law Group, a Professional Corporation, by the Company.

General

1.

You appear to be offering Units since you are registering the offer and sale of shares of common stock and warrants to purchase common stock which you state can only be purchased together. If you are offering Units, please revise your prospectus cover page, description of securities and otherwise throughout your registration statement to describe the Units. In addition, your fee table should cover the Units, common stock, warrants and the shares underlying the warrants. For additional guidance on the fee table, please refer to our Compliance and Disclosure Interpretations, Securities Act Rules, Questions 240.05 and 240.06, available on our website.

Response

Although the Company is offering shares of common stock together with common stock purchase warrants in the offering, the shares of common stock and warrants are immediately separable and are not intended to remain together as a single unit once the securities are in the possession of the purchaser. Both the cover page of the S-1/A and applicable sections throughout the prospectus contained within the S-1/A contain disclosure noting this distinction.

2.

Please clarify whether this is a best efforts offering with no minimum or a firm underwritten offering. To the extent that this is an underwritten offering, then please identify your lead underwriter(s) in your next amendment. We intend to defer further review of the filing until the registration statement is amended to include the name of the lead underwriter(s).

Response

The offering will be a firm underwritten offering, with ViewTrade Securities, Inc. acting as underwriter.

3.

It appears that you may be contemplating an at-the-market offering.  You are not eligible under Rule 415 of the Securities Act of 1933 to conduct an at-the-market offering. Please revise your offering to sell shares at a fixed price for the duration of the offering, or advise. Similarly, you discuss increasing or decreasing the number of shares that you are offering. Please note that you may not increase the number of securities you are publicly offering without filing to register those additional securities, and revise accordingly.

Response

In response to Staff’s comment, all disclosure that appeared in the Registration Statement indicating the offering would be an at-the-market offering has been modified in the S-1/A to state that the offering will be conducted at a fixed price. In addition, all discussion of increasing or decreasing the number of shares that may be offered has been removed from the S-1/A.

4.

If you intend to conduct this offering on a best-efforts basis, then please revise your use of proceeds and dilution sections to provide the information assuming the sale of 25%, 50%, 75% and  100% of the offering.

Response

As noted in our response to comment 1 above, the offering will be a firm underwritten offering. As such, the revisions to the use of proceeds and dilution sections requested by the Staff do not appear in the S-1/A.

5.

Please provide disclosure requirements pursuant to Item 505 of Regulation S-K.

Response

In response to Staff’s comment, the disclosure required by Item 505 of Regulation S-K appears in the section titled “Determination of Offering Price” on page 60 of the prospectus contained within the S-1/A.

Outside Front Cover Page, page i

6.

Please limit the prospectus cover page to one page.  See Item 50l (b) of Regulation S-K. Prospectus Summary, page  2

Response

The cover page of the prospectus contained in the S-1/A has been limited to one page.

7.

Please revise to disclose that you have received a going concern opinion from your auditor.

Response

Disclosure regarding the Company’s going concern opinion from its auditor now appears on the cover page of the prospectus contained within the S-1/A.

8.

We note your disclosure that the FDA classified RadioGel as a medical device.  Please revise to clarify whether the FDA classified your RadioGel as a Class III medical device. Please briefly discuss the process and implications of being classified as Class I, Class II, and Class III.

Response

RadioGel is currently classified as a Class III medical device. In response to Staff’s comment, the Business section and the Business Overview section contained in note 1 to the financial statements for the years ended December 31, 2016 and 2015 in both the 10-K/A and S-1/A now contains disclosure clarifying this classification, as well as a brief discussion of the process surrounding the FDA’s classification of medical devices.

9.

We note that you repeatedly indicate that you intend to seek de novo review of your RadioGel.  However, on page 8 you disclose that in 2015 the FDA notified you that your 2014 de novo application was not granted. Please reconcile. Please disclose what the company’s plans are given that the 2014 de novo application was not granted.

Response

Although the FDA denied the Company’s de novo petition in June 2015, the Company had a pre-submission informational meeting with the FDA in November 2015 and in August 2017. Based on feedback received during those meetings, the Company is currently developing test plans to address the issues raised by the FDA in connection with the Company’s previous submissions, and is preparing to re-submit its de novo petition to the FDA. Corrections have been made to disclosure in both the 10-K/A and the S-1/A to reconcile the inconsistent disclosure contained in the 10-K and the Registration Statement, and to disclose the Company’s plans for re-submission of its de novo petition to the FDA.

Risk Factors, page 7

The Company’s new products..., page 8

10.

We note here, and throughout your registration statement, that you discuss the Company’s product Y-90 RadioGel. We note that you mention Y-90 fast-Resorbable Polymer Seeds and Y-90 Polymer Topical Paste products in your risk factor section. Please clarify whether these products are currently in production and whether you are seeking FDA approval for these products. Please revise your business section as appropriate.

Response

The Company’s Y-90 fast-Resorbable Polymer Seeds and our Y-90 Polymer Topical Paste products are no longer in production. Accordingly, the Company is not seeking FDA approval for either product, nor was it doing so as of December 31, 2016. As a result, the relevant risk factor has been modified remove reference to each of these products in both the 10-K/A and the S-1/A.

The Company’s common stock is listed on the OTC Bulletin Board ..., page 14

11.

Please revise here and elsewhere to clarify that your stock is quoted on the OTC Pink.

Response

Revisions have been made to both the 10-K/A and the S-1/A as needed to clarify that the Company’s common stock is currently quoted on the OTC Pink.

Use of Proceeds, page 17

12.

You list the discharge of outstanding debt as a probable use of the proceeds of this offering.  Please indicate the interest rate and maturity of the indebtedness to which you may apply these proceeds to and any other information required by Instruction 4 to Item 504 of Regulation S-K.

Response

The Use of Proceeds section in the prospectus contained within the S-1/A has been revised to include the disclosure required by Instruction 4 to Item 504 of Regulation S-K.

Dilution, page 21

13.

Please enhance your disclosures to clarify how you determine the net tangible book value of approximately $3 million as of December 31, 2016.

Response

The Dilution section in the prospectus contained within the S-1/A now sets forth the Company’s net tangible book value as of September 30, 2017, and contains a brief description as to how net tangible book value was calculated.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 22

Revenue, page 22

14.

You disclose that consulting revenue generated $8,108 and $24,108 for the years ended December 31, 2016 and December 31, 2015, respectively, and that consulting revenues consisted of providing services to your company. Please clarify how providing services to your company generated revenues rather than resulting in operating expenses.

Response

The disclosure set forth in the 10-K and the prospectus contained within the Registration Statement referenced the provision of services to the Company in error, as the services were provided by the Company. The applicable disclosure has been revised in both the 10-K/A and the S-1/A to correct the error.

Business, page 29

Overview, page 29

15.

Please update your disclosure in this section, in your summary, and elsewhere in your document as appropriate to disclose (i) the initial FDA submission and outcome, (ii) your 2014 de novo submission and outcome; and (iii) the status of any other submissions.  See Item 10 I (h)(4)(iii) of Regulation S-K.  Please revise to state clearly that in the event the FDA denies your initial 510(k) application and subsequently determines during the de novo review that your device cannot be classified as a Class I or Class II device, you will then need to submit a PMA application to obtain the necessary regulatory approval.

Response

In response to Staff’s comment, the Company has included a new section entitled “Regulatory History” in the Business section and the section titled Business Overview in note 1 to the financial statements for the year ended December 31, 2016 and 2015 in both the 10-K/A and the S-1/A that describes the status of the Company’s progress with the FDA.

Veterinary Sector, page 34

16.

Please disclose the role of the Veterinary Advisory Board in the operation of your business.

Response

The Company has provided disclosure in the Business section, under the heading “Principal Markets, Veterinary Sector” in both the 10-K/A and the prospectus contained within the S-1/A in response to the Staff’s comment.

17.

Please disclose the material terms of your engagement with each of the four university veterinarian hospitals.

Response

Both the 10-K/A and the S-1/A now contain disclosure regarding the material terms of the engagements with each of the four universities.

18.

We note your disclosure that Dr. Villalobos has agreed that her private clinic will be the first to implement the company’s veterinary therapies. Please disclose the material terms of your arrangement with Dr. Villalobos.

Response

As of December 31, 2016, the Company believed Dr. Villalobos would be the first to utilize RadioGel™ in her private practice, and would be introducing management to other clinics. However, these activities have yet to occur and this disclosure has been removed from both the 10-K/A and the S-1/A.

Government Regulation, page 35

19.

Please significantly expand the disclosure in this section to discuss in detail the material government regulations that are applicable to your business, including standard processing times for approval to test and market your products. In addition, provide an anticipated timeline for any submissions to the FDA and other anticipated actions by you before regulatory bodies. We note your disclosure on page 8 that the company will explore steps toward seeking approval for the device as a Class III medical device. Please discuss in detail the processes and anticipated costs associated with seeking this approval.

Response

Both currently and as of December 31, 2016, the Company continues to pursue approval for RadioGel™ as a Class II medical device, rather than as a Class III medical device. The Company has revised the Government Regulation section contained within the Business section of both the 10-K/A and the prospectus contained within the S-1/A in response to the Staff’s comment.

Raw Materials, page 35

20.

Please expand your disclosure to provide the availability and the names of your principal suppliers of raw materials. We note your disclosure that some of your products require purchasing raw materials from a limited number of suppliers.  Sec Item 10l(h)(4)(v) of Regulation S-K.

Response

The disclosure provided under in the Business section of both the 10-K/A and the prospectus contained within the S-1/A under the heading “Raw Materials” now contains a more detailed description of the Company’s principal suppliers of raw materials.

Management, page 37

Identification of Significant Employees and Consultants, page 38

21.

Please provide for Dr. Alice Villalobos and all other “Veterinarian Advisory Board” and “Medical Advisory Board” members the appropriate biographical disclosure required by Item 401 (c) of Regulation  S-K.

Response

The Company has included biographical disclosure for those individuals who were members of the Veterinarian Advisory Board and Medical Advisory Board as of December 31, 2016 in the 10-K/A and as of December 31, 2017 in the S-1/A.

Executive Compensation, page 39

22.

Please revise your Summary Compensation Table to be in the format required by Item 402(n) of Regulation S-K.

Response

The Company has revised the Summary Compensation Table in both the 10-K/A and the prospectus contained within the S-1/A to be in the format required by Item 402(n) of Regulation S-K.

23.

We note your disclosure on options granted to the named executive officers in footnotes 3 and 5 to your Summary Compensation Table. Please include in your table the aggregate grant date fair value of the options computed in accordance with FASB ASC Topic 718. Please refer to Item 402(n)(2)(vi) of Regulation S-K and the instructions to that item.

Response

The Summary Compensation Table in the 10-K/A and the S-1/A now includes the aggregate grant date fair value of the options granted to the Company’s named executive officers, calculated in accordance with FASB ASC Topic 718, as requested by the Staff.

Compensation of Directors, page 40

24.

You state that non-employee directors were not paid any compensation during FYE 2016. You also disclose, however, that during June 2016 you granted to Directors Cadwell and Clement options to purchase 100,000 shares at an exercise price of $1.00 per share. Please reconcile your disclosure and provide the director compensation table required by Item 402(r)(l) of Regulation S-K.

Response

The C

CORRESP
1
filename1.htm

Vivos Inc. - FORM correspondence

January
24, 2018

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Pamela Long, Assistant Director

RE:

Vivos Inc (formerly Advanced Medical Isotope
Corporation)

Registration Statement on Form S-1

Filed March 10, 2017

File No. 333-216588

Form 10-K for Fiscal Year Ended December 31, 2016

File No. 000-53497

Dear
Ms. Long:

This
letter is submitted on behalf of Vivos Inc., formerly Advanced
Medical Isotope Corporation (the “Company”), in response to
comments of the staff of the Office of Manufacturing and
Construction (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the
Company’s Registration Statement on Form S-1 (the
“Registration
Statement”), filed on March 10, 2017, and the
Company’s Form 10-K for the fiscal year ended December 31,
2016 (the “10-K”), as set forth in your
letter, dated April 6, 2017 (the “Comment Letter”) addressed to Dr.
Michael Korenko, Acting Chief Executive Officer of the Company.
Contemporaneously herewith, the Company is filing Amendment No. 1
to the 10-K (the “10-K/A”) in response to the
Staff’s comments raised in the Comment Letter. The Company
intends to file Pre-Effective Amendment No. 1 to the Registration
Statement (the “S-1/A”) in the near future to
address the issues raised by the Staff in the Comment Letter, as
more particularly set forth below.

For
reference purposes, the Staff’s numbered comments have been
reproduced in bold herein, with responses immediately following
such comment. Where the Staff’s comments are applicable to
both the 10-K and the Registration Statement, the Company has
amended the 10-K in response to such comments, and intends to amend
the Registration Statement consistent with such revisions to the
10-K, which, as discussed with the Staff, the Company intends to
file in the near future. The responses provided herein are based
upon information provided to Disclosure Law Group, a Professional
Corporation, by the Company.

General

1.

You
appear to be offering Units since you are registering the offer and
sale of shares of common stock and warrants to purchase common
stock which you state can only be purchased together. If you are
offering Units, please revise your prospectus cover page,
description of securities and otherwise throughout your
registration statement to describe the Units. In addition, your fee
table should cover the Units, common stock, warrants and the shares
underlying the warrants. For additional guidance on the fee table,
please refer to our Compliance and Disclosure Interpretations,
Securities Act Rules, Questions 240.05 and 240.06, available on our
website.

Response

Although
the Company is offering shares of common stock together with common
stock purchase warrants in the offering, the shares of common stock
and warrants are immediately seperable and are not intended to
remain together as a single unit once the securities are in the
possession of the purchaser. The Company intends to add disclosure
noting this distinction to the cover page of the S-1/A, and where
applicable throughout the prospectus contained within the
S-1/A.

2.

Please
clarify whether this is a best efforts offering with no minimum or
a firm underwritten offering. To the extent that this is an
underwritten offering, then please identify your lead
underwriter(s) in your next amendment. We intend to defer further
review of the filing until the registration statement is amended to
include the name of the lead underwriter(s).

Response

This
is a best efforts offering with no minimum, and the Company intends
to revise the applicable disclosure in the S-1/A accordingly, in
response to the Staff’s comment.

-1-

3.

It
appears that you may be contemplating an at-the-market offering.
You are not eligible under Rule 415 of the Securities Act of 1933
to conduct an at-the-market offering. Please revise your offering
to sell shares at a fixed price for the duration of the offering,
or advise. Similarly, you discuss increasing or decreasing the
number of shares that you are offering. Please note that you may
not increase the number of securities you are publicly offering
without filing to register those additional securities, and revise
accordingly.

Response

In
response to Staff’s comment, the Company intends to remove
all disclosure from the S-1/A indicating that it is conducting an
at-the-market offering. Instead, the Company intends to add
disclosure to the S-1/A indicating that the offering of shares will
be conducted at a fixed price. The Company also intends to remove
all discussion of increasing or decreasing the number of shares
that it is offering.

4.

If
you intend to conduct this offering on a best-efforts basis, then
please revise your use of proceeds and dilution sections to provide
the information assuming the sale of 25%, 50%, 75% and 100% of the
offering.

Response

As
noted in our response to comment 1 above, the Company intends to
conduct a best efforts offering. The Company therefore intends to
revise the Use of Proceeds and Dilution sections in the S-1/A to
provide the additional disclosure requested by the
Staff.

5.

Please
provide disclosure requirements pursuant to Item 505 of Regulation
S-K.

Response

In
response to Staff’s comment, the Company intends to add a
section entitled “Determination of Offering Price” to
the S-1/A and include the disclosure required by Item 505 of
Regulation S-K.

Outside Front Cover Page, page i

6.

Please
limit the prospectus cover page to one page. See Item 50l (b) of
Regulation S-K. Prospectus Summary, page 2

Response

The
Company intends to update the prospectus cover page to the S-1/A in
response to the Staff’s comment.

7.

Please
revise to disclose that you have received a going concern opinion
from your auditor.

Response

In
response to Staff’s comment, the Company intends to add
disclosure stating that it has received a going concern opinion
from its auditor on the outside front cover page of the prospectus
contained within the S-1/A.

8.

We
note your disclosure that the FDA classified RadioGel as a medical
device. Please revise to clarify whether the FDA classified your
RadioGel as a Class III medical device. Please briefly discuss the
process and implications of being classified as Class I, Class II,
and Class III.

Response

RadioGel
has been classified as a Class III medical device. In response to
Staff’s comment, the Company revised the Business, as well as
the Business Overview sections in the 10-K/A, and intends to amend
the Registration Statement consistent with the disclosure in the
10-K/A.

9.

We
note that you repeatedly indicate that you intend to seek de novo
review of your RadioGel. However, on page 8 you disclose that in
2015 the FDA notified you that your 2014 de novo application was
not granted. Please reconcile. Please disclose what the
company’s plans are given that the 2014 de novo application
was not granted.

-2-

Response

In
response to Staff’s comment, the Company has revised the
disclosure throughout the 10-K/A to reconcile the inconsistent
disclosure and to reflect the Company’s intentions as of
December 31, 2016.

The Company also intends to revise the disclosure
throughout the S-1/A to reconcile the inconsistent disclosure. As
will be disclosed in the revised prospectus, the Company is
currently developing test plans to address the issues raised by the
FDA in connection with the Company’s previous submissions,
that resulted in the denial of its 2014 de novo application.

Risk Factors, page 7

The Company’s new products..., page 8

10.

We
note here, and throughout your registration statement, that you
discuss the Company’s product Y-90 RadioGel. We note that you
mention Y-90 fast-Resorbable Polymer Seeds and Y-90 Polymer Topical
Paste products in your risk factor section. Please clarify whether
these products are currently in production and whether you are
seeking FDA approval for these products. Please revise your
business section as appropriate.

Response

Our
Y-90 fast-Resorbable Polymer Seeds and our Y-90 Polymer Topical
Paste products are no longer in production, and the Company is
therefore not seeking FDA approval for either product, nor was it
doing so as of December 31, 2016. As a result, the Company revised
the relevant risk factor in the 10-K/A to remove reference to each
of these products in response to the Staff’s comment, and
intends to amend the
Registration Statement consistent with the disclosure in the
10-K/A.

The Company’s common stock is listed on the OTC Bulletin
Board ..., page 14

11.

Please
revise here and elsewhere to clarify that your stock is quoted on
the OTC Pink.

Response

The
Company has revised the applicable disclosure in the 10-K/A in in
response to the Staff’s comment, and intends to amend
the
Registration Statement consistent with the disclosure in the
10-K/A.

Use of Proceeds, page 17

12.

You
list the discharge of outstanding debt as a probable use of the
proceeds of this offering. Please indicate the interest rate and
maturity of the indebtedness to which you may apply these proceeds
to and any other information required by Instruction 4 to Item 504
of Regulation S-K.

Response

The
Company intends to revise the disclosure in the Use of Proceeds
section of the prospectus contained within the S-1/A in response to
the Staff’s comment.

Dilution, page 21

13.

Please
enhance your disclosures to clarify how you determine the net
tangible book value of approximately $3 million as of December 31,
2016.

Response

The
Company intends to revise the applicable disclosure in the
prospectus contained within the S-1/A in response to the
Staff’s comment.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 22

Revenue, page 22

-3-

14.

You
disclose that consulting revenue generated $8,108 and $24,108 for
the years ended December 31, 2016 and December 31, 2015,
respectively, and that consulting revenues consisted of providing
services to your company. Please clarify how providing services to
your company generated revenues rather than resulting in operating
expenses.

Response

The
disclosure set forth in the 10-K and the prospectus contained
within the Registration Statement referenced the provision of
services to the Company in error, as the services were provide by
the Company. The Company revised the disclosure in the 10-K/A in
response to the Staff’s comment to correct the error, and
intends to revise the applicable disclosure in the S-1/A consistent
with the disclosure in the 10-K/A.

Business. page 29

Overview, page 29

15.

Please
update your disclosure in this section, in your summary, and
elsewhere in your document as appropriate to disclose (i) the
initial FDA submission and outcome, (ii) your 2014 de novo
submission and outcome; and (iii) the status of any other
submissions. See Item 10 I (h)(4)(iii) of Regulation S-K. Please
revise to state clearly that in the event the FDA denies your
initial 510(k) application and subsequently determines during the
de novo review that your device cannot be classified as a Class I
or Class II device, you will then need to submit a PMA application
to obtain the necessary regulatory approval.

Response

In
response to Staff’s comment, the Company has included a new
section entitled “Regulatory History” in the Business
and Business Overview sections of the 10-K/A, which reflects the
status of the Company’s progress with the FDA as of December
31, 2016. The Company has had further interactions with the FDA
since that date, and intends to amend the
Registration Statement to reflect subsequent events related
to the Staff’s comment.

Veterinary Sector, page 34

16.

Please
disclose the role of the Veterinary Advisory Board in the operation
of your business.

Response

The
Company has provided disclosure in the 10-K/A in response to the
Staff’s comment, and intends to amend the prospectus
contained in the
Registration Statement consistent with the disclosure in the
10-K/A.

17.

Please
disclose the material terms of your engagement with each of the
four university veterinarian hospitals.

Response

The
Company has provided disclosure in the 10-K/A in response to the
Staff’s comment, which reflects the material terms of the
engagements with each of the four universities as of December 31,
2016. Subsequent to that date, the Company’s engagments with
various universities changed, and the Company intends to amend the
prospectus contained in the S-1/A to reflect the Company’s
current engagements with university veterinarian
hospitals.

18.

We
note your disclosure that Dr. Villalobos has agreed that her
private clinic will be the first to implement the company’s
veterinary therapies. Please disclose the material terms of your
arrangement with Dr. Villalobos.

Response

While as of December
31, 2016, the Company believed that Dr. Villalobos would be the
first to utilize RadioGel™ in her private practice, and would
be introducing management to other clinics, the Company has revised
the disclosure in the 10-K/A to delete reference to these
activities, given the concern of the Staff. The Company
intends to amend the prospectus
contained in the S-1/A consistent with the disclosure in the
10-K/A.

Government Regulation, page 35

-4-

19.

Please
significantly expand the disclosure in this section to discuss in
detail the material government regulations that are applicable to
your business, including standard processing times for approval to
test and market your products. In addition, provide an anticipated
timeline for any submissions to the FDA and other anticipated
actions by you before regulatory bodies. We note your disclosure on
page 8 that the company will explore steps toward seeking approval
for the device as a Class III medical device. Please discuss in
detail the processes and anticipated costs associated with seeking
this approval.

Response

As
of December 31, 2016, and as of today’s date, the Company has
been seeking approval for the device as a Class II medical device,
rather than as a Class III medical device. The Company has revised
the Government Regulation section of the 10-K/A in response to the
Staff’s comment, and intends to amend the
Registration Statement consistent with the disclosure in the
10-K/A.

Raw Materials, page 35

20.

Please
expand your disclosure to provide the availability and the names of
your principal suppliers of raw materials. We note your disclosure
that some of your products require purchasing raw materials from a
limited number of suppliers. Sec Item 10l(h)(4)(v) of Regulation
S-K.

Response

The
Company has provided disclosure in 10-K/A in response to the
Staff’s comment, and intends to amend the
Registration Statement consistent with the disclosure in the
10-K/A.

Management, page 37

Identification of Significant Employees and Consultants, page
38

21.

Please
provide for Dr. Alice Villalobos and all other “Veterinarian
Advisory Board” and “Medical Advisory Board”
members the appropriate biographical disclosure required by Item
401 (c) of Regulation S-K.

Response

The
Company has included biographical disclosure for those individuals
who were members of the Veterinarian Advisory Board and Medical
Advisory Board as of December 31, 2016 in the 10-K/A in response to
the Staff’s comment, and intends to amend the prospectus
contained in the S-1/A to include the requested information for the
current members of such Advisory Boards.

Executive Compensation, page 39

22.

Please
revise your Summary Compensation Table to be in the format required
by Item 402(n) of Regulation S-K.

Response

The
Compay has revised the Summary Compensation Table in the 10-K/A in
the format required by Item 402(n) of Regulation S-K, and intends
to amend the Registration
Statement consistent with format included in the
10-K/A.

23.

We
not

Mail Stop 4631

January 10, 2018

Bruce Jolliff
Chief Financial Officer
Vivos Inc.
719 Jadwin Avenue
Richland, Washington 99352

Re: Vivos Inc.
Form  10-K for Fiscal Year Ended December 31, 2016
Filed March 9, 2017
File No. 000-53497

Dear Mr. Jolliff :

 We issued comments to you on the above captioned filing on April 6, 2017 .  As of the
date of this letter, these comments remain outstanding and unresolved.   We expect you to
provide a complete, substantive response to these comments by  January 24, 2018 .

 If you do not respond, we  will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consistent wit h the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.

 Please contact Jeff Gordon, Staff Accountant, at (202) 551 -3866, Ernest Greene, Staff
Accountant, at (202) 551 -3733, Sergio Chinos ( Staff Attorney), at (202) 551 -7844 , or me at
(202) 551 -3754 with any questions.

         Sincerely,

        /s/ Asia Timmons -Pierce, for

        Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Daniel W. Rumsey, Esq.

Mail Stop 4631

April 6, 2017

Via E -mail
Dr. Michael Korenko
Chief Executive Officer
Advanced Medical Isotope Corporation
1021 N Kellogg Street
Kennewick, WA 99336

Re: Advanced Medical Isotope Corporation
Registration Statement on Form S -1
Filed March 10, 2017
  File No. 333 -216588

  Form 10 -K for Fiscal Year Ended December 31, 2016
File No. 000 -53497

Dear Dr. Korenko :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If 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. You appear to be offering Units since you are registering the offer and sale of shares of
common stock and warrants to purchase common stock which you state can only be
purchased together.  If you are offering Units, please revise your prospectus cover page,
description of securities and otherwise throughout your registration statement to describe
the Units.  In addition, your fee table should cover the Units, common stock, warrants
and the shares underlying the warrants.  For additional guidance on the fee tab le, please
refer to our Compliance and Disclosure Interpretations, Securities Act Rules, Questions
240.05 and 240.06, available on our website.

Dr. Michael Korenko
Advanced Medical Isotope Corporation
April 6, 2017
Page 2

2. Please clarify whether this is a best efforts offering with no minimum or a firm
underwritten offering.  To the  extent that this is an underwritten offering, then please
identify your lead underwriter(s) in your next amendment.  We intend to defer further
review of the filing until the registration statement is amended to include the name of the
lead underwriter(s) .

3. It appears that you may be contemplating an at -the-market offering.  You are not eligible
under Rule 415 of the Securities Act of 1933  to conduct an at -the-market offering.  Please
revise your offering  to sell shares at a fixed price for the duration of the offering, or
advise .  Similarly, you discuss increasing or decreasing the number of shares that you are
offering.  Pleas e note that you may not increase the number of securities you are publicly
offering without filing to register those additional securities, and revise accordingly.

4. If you intend to conduct this offering on a best -efforts basis, then p lease revis e your use
of proceeds and dilution sections to provide the information assuming the  sale of 25%,
50%, 75% and 100% of the offering.

5. Please provide disclosure requirements pursuant to Item 505 of Regulation S -K.

Outside Front Cover Page, page i

6. Please limit the prospectus cover page to one page.  See Item 501(b) of Regulation S -K.

Prospectus Summary, page 2

7. Please revise to disclose that you have received a going concern opinion from your
auditor.

8. We note your disclosure that the FDA classifie d RadioGel as a medical device.  Please
revise to clarify whether the FDA classified your RadioGel as a Class III medical device.
Please briefly discuss the process and implications of being classified as Class I, Class II,
and Class III.

9. We note that yo u repeatedly indicate that you intend to seek de novo  review of your
RadioGel.  However, on page 8 you disclose that in 2015 the FDA notified you that your
2014 de novo  application was not granted. Please reconcile. Please disclose what the
company’s plans  are given that the 2014 de novo  application was not granted.

Risk Factors, page 7

Dr. Michael Korenko
Advanced Medical Isotope Corporation
April 6, 2017
Page 3

The Company’s new products…, page 8

10. We note here, and throughout your registration statement, that you discuss the
Company’s product Y -90 RadioGel. We note that you menti on Y -90 Fast -Resorbable
Polymer Seeds and Y -90 Polymer Topical Paste products in your risk factor section.
Please clarify whether these products are currently in production and whether you are
seeking FDA approval for these products.  Please revise your b usiness section as
appropriate.

The Company’s common stock is listed on the OTC Bulletin Board…, page 14

11. Please revise here and elsewhere to clarify that your stock is quoted on the OTC Pink.

Use of Proceeds, page 17

12. You list the discharge of outstanding debt as a probable use of the proceeds of this
offering.   Please indicate the interest rate and maturity of the indebtedness to which you
may apply these proceeds to and any other information required by Instruction 4 to Item
504 of Regulation S-K.

Dilution, page 21

13. Please enhance your disclosures to clarify how you determine the net tangible book value
of approximately $3 million as of December 31, 2016.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, p age
22

Revenue, page 22

14. You disclose that consulting revenue generated $8,108 and $24,108 for the years ended
December 31, 2016 and December 31, 2015, respectively, and that consulting revenues
consisted of providing services to your company.  Please cla rify how providing services
to your company generated revenues rather than resulting in operating expenses.

Business, page 29

Overview, page 29

15. Please update your disclosure in this section, in your summary, and elsewhere in your
document as appropriate  to disclose (i) the initial FDA submission and outcome, (ii) your
2014 de novo submission and outcome; and (iii) the status of any other submissions.  See
Item 101(h)(4)(iii) of Regulation S -K.  Please revise to state clearly that in the event the

Dr. Michael Korenko
Advanced Medical Isotope Corporation
April 6, 2017
Page 4

 FDA den ies your initial 510(k) application and subsequently determines during the de
novo  review that your device cannot be classified as a Class I or Class II device, you will
then need to submit a PMA application to obtain the necessary regulatory approval.

Veterinary Sector, page 34

16. Please disclose the role of the Veterinary Advisory Board in the operation of your
business.

17. Please disclose the materials terms of your engagement with each of the four university
veterinarian hospitals.

18. We note your disclosure that Dr. Villalobos has agreed that her private clinic will be the
first to implement the company’s veterinary therapies.  Please disclose the material terms
of your arrangement with Dr. Villalobos.

Government Regulation, page 35

19. Please signif icantly expand the disclosure in this section to discuss in detail the material
government regulations that are applicable to your business, including standard
processing times for approval to  test and market your products.   In addition, provide an
anticipa ted timeline for any submissions to the FDA and other anticipated actions by you
before regulatory bodies.  We note your disclosure on page 8 that the company will
explore steps toward seeking appro val for the device as a Class I II medical device.
Please d iscuss in detail the processes and anticipated costs associated with seeking this
approval.

Raw Materials, page 35

20. Please expand your disclosure to provide the availability and the names of your principal
suppliers of raw materials.  We note your disclos ure that some of your products require
purchasing raw materials from a limited number of suppliers.  See Item 101(h)(4)(v) of
Regulation S -K.

Management, page 37

Identification of Significant Employees and Consultants, page 38

21. Please provide for Dr. Ali ce Villalobos and all other “Veterinarian Advisory Board” and
“Medical Advisory Board” members the appropriate biographical disclosure required by
Item 401(c) of Regulation S -K.

Executive Compensation, page 39

Dr. Michael Korenko
Advanced Medical Isotope Corporation
April 6, 2017
Page 5

 22. Please revise your Summary Compensation Tabl e to be in the format required by Item
402(n) of Regulation S -K.

23. We note your disclosure on options granted to the named executive officers in footnotes 3
and 5  to your Summary Compensation Table.  Please include in your table the aggregate
grant date fair value of the options computed in accordance with FASB ASC Topic 718.
Please refer to Item 402(n)(2)(vi) of Regulation S -K and the instructions to that item .

Compensation of Directors, page 40

24. You state that non -employee directors were not paid any compensation during FYE 2016.
You also disclose, however, that during June 2016 you granted to Directors Cadwell and
Clement options to purchase 100,000 shares at an exercise price of $1.00 per share .
Please reconcile your disclosure and provide the director compensation table required by
Item 402(r)(1) of Regulation S -K.

Security Ownership of Certain Beneficial Owners and Management, page 41

Beneficial Ownership of the Company’s Common Stock, page  41

25. We note your disclosure on page 43 that Carlton M. Cadwell is a beneficial owner of
more than 10% of the Company’s common stock.  Please revise your beneficial
ownership table and notes to the table to account for the amount of shares of common
stock w ith respect to which each holder would have the right to acquire beneficial
ownership through conversion of your preferred stock.

Description of Securities, page 44

Delaware Laws, page 47

26. Please direct us to the Delaware General Corporation Law provisio n governing
“Acquisition of Controlling Interest.”

Financial Statements for the Year Ended December 31, 2016

Consolidated Statements of Cash Flows, page F -6

27. You disclose here that you recognized a gain on the settlement of debt in the amount of
$3,562,067 for the year ended December 31, 2016; however, per your income statement
for the year ended December 31, 2016, the amount of the gain is act ually $3,108,342.
Please revise accordingly.

Dr. Michael Korenko
Advanced Medical Isotope Corporation
April 6, 2017
Page 6

 Note 11: Stockholders’ Equity

28. You indicate that effective June 2015, you designated the Series A Preferred as a new
series of preferred stock.  Please disclose the specific terms of your Series A  Preferred
including redemption features and preferred dividends, as applicable.  Please also help us
better understand how you determined the appropria te accounting treatment for your
Series A Preferred stock .  Please reference the specific clauses of you r agreements that
relate to the redemption features and tell us how you determined the appropriate
classification of the preferred stock in light of these.  Refer to ASC 480 -10-S99.

Item 14. Indemnification of Directors and Officers, page II -1

29. Please revise to remove references to Innovus.

Item 15. Recent Sales of Unregistered Securities, page II -2

30. For each transaction involving t he sale of unregistered securities, please give the date of
sale and name the person(s) or identify the class of person(s) to whom the securities were
sold.  See Item 701 (a)-(b) of Regulation S -K.

Exhibit Index

31. Please file as an exhibit a form of subscription agreement for securities of your company
that you are registering under the present registration statement, or advise.  See Items
601(b)(4) and 601(b)(10) of Regulation S -K.

32. We note your disclosure in Note 6 to the Financial Statements and elsewhere of
promissory notes outstanding.  Please file as exhibits agreements representing any
outstanding promissory notes and agreements representing all other outstanding material
indebtedness.  See Item 601(b)(10) of Regulation S -K.

33. Please file as an exhibit the legality opinion in respect of each category of s ecurity being
registered, and related consent of counsel, with your next pre -effective amendment.  See
Items 601(b)(5) and 601(b)(23) of Regulation S -K.

34. Please  file as an exhibit any contracts representing the agreement pursuant to which
Battelle Memorial Institute granted your company an exclusive license to patents
covering the manufacturing, processing and applications of RadioGel™.  See Item
601(b)(10)(ii)(B ) of Regulation S -K.

35. Please file as an exhibit any contract representing your employment agreement with Dr.
Fu Min -Su.  See Item 601(b)(10) of Regulation S -K.

Dr. Michael Korenko
Advanced Medical Isotope Corporation
April 6, 2017
Page 7

 Form 10 -K for the Year Ended December 31, 2016

Item 9A. Controls and P rocedures, page 29

Management’s Annual Report on Internal Control Over Financial Reporting, page 29

36. Please revise future filings to clarify which version, 1992 or 2013, of the criteria set forth
by the Committee of Sponsoring Organizations of the Treadwa y Commission’s Internal
Control — Integrated Framework  you utilized when performing your assessment of
internal control over financial reporting .

Certifications

37. We note that the certifications filed as Exhibits 31.2 and 32.1 are dated March 8, 2016
instead of 2017.  In future filings, please ensure that your certifications are currently
dated.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action  or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You m ay contact Jeff Gordon, Staff Accountant,  at (202) 551 -3866  or Ernest Greene,
Staff Accountant,  at (202) 551 -3733  if you have questions regarding comments on the financial
statements and related matters.  Please contact Christopher Ronne, Staff Attorney,  at (202) 551-
6156  or me at (202) 551 -3754  with any other questions.

Sincerely,

        /s/ Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

    admd_corresp.htm

ADVANCED MEDICAL ISOTOPE CORPORATION

6208 W Okanogan Avenue

Kennewick, WA  99336

December 7, 2012

VIA FACSIMILE AND EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Pamela A. Long

Edward M. Kelly

Re:

Advanced Medical Isotope Corporation

Registration Statement on Form S-1

File No. 333-183705

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Advanced Medical Isotope Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Monday, December 10, 2012, or as soon thereafter as possible.

The Company acknowledges that: 1) 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; 2) 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; and 3) the Company may not assert  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.

ADVANCED MEDICAL ISOTOPE CORPORATION

By:  /s/ JAMES C. KATZAROFF

Name: James C. Katzaroff

Title:  Chief Executive Officer

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

       DIVISION OF
CORPORATION FINANCE

         October 31, 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
Pre-effective Amendment 2 to Registration Statement on Form S-1
Filed October 16 , 2012
  File No. 333 -183705

Dear Mr. Katzaroff :

We reviewed the filing and have the comments below.

General

1. The response to prior comment 2 does not appear to address the shares underlying the
warrants that were issued with the notes to the investors in the private placements .
Please tell us why you believe that you can rely on Rule 414(a)(1)(i) for the shares
underlying the warrants that were issued with the notes to the investors in the private
placements .

2. The response to prior comment 2 states that “A portion of the notes have already been
outstanding for three months…”  Please confirm that you issued all of  the notes
overlying the common stock being registered for resale before you filed the
registration statement  on September 4, 2012 .

3. The response to prior comment 13 indicates that the conversion price of $0.10 per
share set for the notes is less than one half of the market price per share of your
common stock on July 13, 2012 and August 2, 2012, the dates of the private
placement.  Notwithstanding the fact that the conversion price is s et as you note in
response to prior comment 2 , we believe that you shou ld reduce significantly the
shares of common stock being registered for resale by investors in the private
placements  due to the magnitude of the discount on the conversion price of the notes
from the market price per share of the common stock on the dates  of the private
placements.  Also, t he fact that you will not receive proceeds from the resale of the
shares of common stock is not supportive of whether an offering is a secondary rather
than an indirect primary offering.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 31, 2012
Page 2

Offering Summary , page 5

4. We no te the revisions that you have made to your disclosure in response to prior
comment 13.  Given the disparity between the market price of the common stock on
the dates of the private placements of notes and warrants, please also include tabular
disclosure d epicting t he total possible profit the selling shareholders could realize as a
result of the conversion discount for the common stock underlying the convertible
notes  and the discount  to the market for the shares underlying the warrants.  This
information should be  presented in a table with the following information disclosed
separately :

 the market price s per share of the common stock  underlying the convertible
notes and warrants on the date s of the private placements ;

 the conversion price per share for the common stock underlying the
convertible notes and warrants as set forth in the notes and warrants;

 the total possible shares underlying the convertible note s and warrants
(assuming no interest payments and complete conversion throughout the term
of the note);

 the combined market price of the total number of shares underlying the
convertible note s and warrants , calculated by using the market price per share
on the date s of the sale of the convertible note s and warrants  and the total
possible shares underlying the convertible note s and warrants ;

 the combined conversion price of the total number of shares underlying the
convertible note s and warrants ; and

 the total possible  discount to the market price as of the date s of the sale of the
convertible note s and warrants , calculated by subtracting the total conversion
price on the date s of the sale of the convertible note s and warrants  from the
combined market price of the total  number of shares underlying the
convertible note s and warrants  on that date.

Exhibit 10.14

5. The consulting agreement with Lavos, LLC listed as exhibit 10.14 was filed twice
and tagged as exhibits 10.14 and 10.15.  Please revise.

Exhibit 10.15

6. The consu lting agreement with Lidingo Holdings, LLC listed as exhibit 10.15 was not
filed.  Please revise.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
October 31, 2012
Page 3

Exhibit 10.16

7. The consulting agreement with Tungsten 74, LLC listed as exhibit 10.16 was
mistagged as exhibit 10.15.  Please revise.

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 193 3 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.

Notwithstanding 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 filin g 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 it s 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 re questing 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 in the
above registration statement.  P lease 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 31, 2012
Page 4

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 y ours,

/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

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

December 16, 2011
 Via E-mail

Mr. L. Bruce Jolliff Chief Financial Officer Advanced Medical Isotope Corporation 6208 W Okanogan Ave. Kennewick, WA  99336
RE: Advanced Medical Isotope Corporation
Form 10-K for the Fiscal Ye ar ended December 31, 2010
Filed March 1, 2011
  File No. 0-53497

Dear Mr. Jolliff:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Rufus Decker
  Rufus Decker
Accounting Branch Chief

CORRESP
1
filename1.htm

    admd_corresp.htm

STOEL RIVES LLP

Attorneys at law

600 University Street, Suite 3600

Seattle, WA 98101

main 206.624.0900

fax 206.386.7500

www.stoel.com

November 15, 2011

Via EDGAR

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

Advanced Medical Isotope Corporation

Form 10-K for the Fiscal Year ended December 31, 2010

Filed March 1, 2011

Form 10-Q for the Fiscal Quarter ended June 30, 2011

Filed August 4, 2011

File No. 0-53497

Dear Mr. Decker:

Confirming my voicemail message today to Mr. Slivka, our client Advanced Medical Isotope Corporation hereby requests additional time to respond to the November 1, 2011 comment letter relating to the filings listed above and hereby advises the staff that it expects to respond to that comment letter by Friday, December 2, 2011.

Any questions regarding this request can be directed to the undersigned by telephone to 206-386-7603 or by fax to 206-386-7500.

Very truly yours,

/s/ L. John Stevenson, Jr.

L. John Stevenson, Jr.

cc:

Mr. Edward M. Kelly, Senior Counsel, Securities and Exchange Commission

Mr. Craig E. Slivka, Special Counsel, Securities and Exchange Commission

Mr. Jeffrey Gordon, Staff Accountant, Securities and Exchange Commission

Mr. James C. Katzaroff, Chief Executive Officer

Mr. L. Bruce Jolliff, Chief Financial Officer

November 1, 2011
 Via Facsimile

Mr. L. Bruce Jolliff Chief Financial Officer Advanced Medical Isotope Corporation 6208 W Okanogan Ave. Kennewick, WA  99336
RE: Advanced Medical Isotope Corporation
Form 10-K for the Fiscal Ye ar ended December 31, 2010
Filed March 1, 2011
  Form 10-Q for the Fiscal Quarter ended June 30, 2011   Filed August 4, 2011   File No. 0-53497

Dear Mr. Jolliff:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Year Ended December 31, 2010

 Facing Page

 1. Please update Advanced Medical Isotope’s EDGAR  company profile to reflect the current
address of its principal executive offices.

Mr. L. Bruce Jolliff Advanced Medical Isotope Corporation November 1, 2011 Page 2

 Item 1 – Business, page 1

 Manufacturing, page 4; Customers, page 5, Re search and Development/Intellectual Property,
page 6
 2. Please file the affiliation agreement with United Pharmacy Partners Inc., the research
agreements with the University of Utah and the University of Missouri, and the license
agreements for the patent rights with the Un iversity of Missouri and Battelle Memorial
Institute as exhibits to the Form 10-K.  See
 Item 601(b)(10) of Regulation S-K.
 Customers, page 5

 3. Disclosure that sales to customers whose sales were greater than 10% of total sales for the
year ended December 31, 2009 totaled 70.3% is  inconsistent with disclosure under
“Accounts Receivable” in note 13 to the financia l statements that one customer represented
61.3% and 70.0% of total revenues for th e years ended December 31, 2010 and 2009.  In
future filings, disclose in the business section sales to any customer on an individual basis
whose sales were greater than 10% of total sales for the periods presented in the financial statement.

License Agreement, page 6

 4. Disclosure indicates that Advanced Medical Is otope acquired the assets , including a license
agreement with the Regents of the University of  California, of Neu-Hope Technologies, Inc.
from UTEK Corporation.  Please file the license  agreement as an exhibit to the Form 10-K.
See
 Item 601(b)(10) of Regulation S-K.
 Item 1A – Risk Factors, page 9

 We were in default on our capital lease obligations, page 9

 5. Please file the agreements representing the capita l lease obligations as exhibits to the Form
10-K.  See
 Item 601(b)(10) of Regulation S-K.
 Item 2 - Properties, page 16; Contractual Obli gations (payments due by period as of December
31, 2010), page 24
 6. Disclosures indicate that Adva nced Medical Isotope has ente red into lease agreements.
Advise what consideration Advanced Medical Isotope has given to filing the lease agreements as exhibits to the Form 10-K.  See
 Item 601(b)(10) of Regulation S-K.

Mr. L. Bruce Jolliff Advanced Medical Isotope Corporation November 1, 2011 Page 3

 Item 5 – Market for Registrant’s Common E quity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 17
 Securities Authorized for Issuance Unde r Equity Compensation Plans, page 18

 7. Disclosure indicates that Advanced Me dical Isotope has individual compensation
arrangements under which equity securities ar e authorized for issuance in exchange for
consideration in the form of  goods or services.  Advise what consideration Advanced
Medical Isotope has given to f iling the individual compensation a rrangements as exhibits to
the Form 10-K.  See
 Item 601(b)(10) of Regulation S-K.
 Item 9A(T) – Controls and Procedures, page 32

 Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 32

 8. Disclosure indicates that manage ment has determined that there is a material weakness due to
the lack of segregation of duties in Advan ced Medical Isotope’s internal control over
financial reporting as of December 31, 2010.  In view of this disclosure, tell us how
Advanced Medical Isotope’s chief executive officer  and chief financial officer were able to
conclude that its disclosure controls and pr ocedures were effective as of December 31, 2010.
Please also revise to disclose wh en this weakness was identified.
 9. You disclose that you had a material weakness due to the lack of segreg ation of duties, but it
does not appear that you disclosed whether or  not your internal control over financial
reporting was effective.  As such, please disclo se your conclusion as to whether your internal
control over financial reporting wa s effective or ineffective, whic hever the case may be, in an
amendment to your Form 10-K.  See Item 308 of Regulation S-K.
 Item 10 – Directors, Executive Officer s and Corporate Governance, page 34

 Background and Business Experien ce, page 34; Identification of  Significant Employees, page 35

10. In future filings, describe br iefly the business experience duri ng the past five years of Mr.
Bruce W. Ratchford and Drs. Robert E. Sche nter, Michael K. Korenko, Nigel R. Stevenson,
and Donald A Ludwig.  See  Item 401(e)(1) of Regulation S-K.
 Involvement in Certain Le gal Proceedings, page 36

 11. Item 401(f) of Regulation S-K requires disclosure  of specified events that occurred during
the past 10 years.  Please confirm this  to us and revise in future filings.

Mr. L. Bruce Jolliff Advanced Medical Isotope Corporation November 1, 2011 Page 4

 Item 11 – Executive Compensation, page 38

 Summary Compensation Table, page 38

 12. Supplementally, please explain why you are reporting the extra payments to Mr. Jolliff in the
salary column.
 Item 15 – Exhibits, page 44

 Signatures, page 45

 13. Advanced Medical Isotope’s c ontroller or principa l accounting officer also must sign the
annual report on Form 10-K.  Further, any person who occupies more than one of the specified positions, for example, principal financial officer and controller or principal accounting officer, must indicate each capaci ty in which he signs the report.  See

subparagraphs (a) and (b) General Instruction D(2) to Form 10-K, and revise in future filings.
 Financial Statements

 Report of Independent Registered Public Accounting Firm, page F-2

14. Please make arrangements with your auditor to revise their report to include language that
refers to substantial doubt about your ability to  continue as a going conc ern.  Please refer to
paragraphs .12 - .16 of AU Section 341.  Please in clude this revised auditor’s report in your
amended Form 10-K, along with an explanatory paragraph at the begi nning of the amended
Form 10-K that explains to inve stors the reasons you are filing an amendment.  Ensure that
you include certifications that are currently  dated and refer to the Form 10-K/A.
 Statements of Operations, page F-4

 15. Since you do not allocate a portion of your deprec iation and amortization expense to cost of
goods sold, please remove the gross profit subt otal from the face of your statements of
operations in future filings.  In addition, in futu re filings please also e ither remove the gross
profit and gross margin measures and any relate d discussions from the rest of your filing or
identify these measures as non-GAAP measures and ensure you comply with the disclosure
requirements set forth in Item 10(e) of Regulation S-K.
 Form 10-Q for the Quarter Ended June 30, 2011

 General

 16. Please address the above comments in your in terim filings as well, as applicable.

Mr. L. Bruce Jolliff Advanced Medical Isotope Corporation November 1, 2011 Page 5

 Item 4 – Controls and Procedures, page 31

 Changes in Internal Control over Financial Reporting, page 31

 17. You disclose that there has been no change in your internal control over financial reporting
that occurred during your first fiscal quarter of 2011.  Given th at this Form 10-Q is for your
second fiscal quarter of 2011, pleas e ensure that you refer to the appropriate period in future
filings.  Refer to Item 308 of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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 federa l securities laws of  the United States.

You may contact Edward M. Ke lly, Senior Counsel, at (202)  551-3728 or, in his absence,
Craig E. Slivka, Special Counsel , at (202) 551-3729 if you have a ny questions regarding legal or
disclosure matters.  Please contact Jeffrey Gor don, Staff Accountant, at (202) 551-3866 or, in his
absence, the undersigned at (202) 551-3769 if you have questions regarding comments on the
financial statements and related matters.         Sincerely,   /s/ Rufus Decker       Rufus Decker  Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

      February 3, 2010  Mail Stop 4631
Via U.S. mail and facsimile

Mr. James C. Katzaroff, President Advanced Medical Isotope Corporation 8131 W. Grandridge Blvd., Suite 101 Kennewick, WA      99336
Re: Advanced Medical Isotope Corporation
 Registration Statement on Form 10, as amended
 File No.:  0-53497

Dear Mr. Katzaroff:   We have completed our review of your  Registration Statement on Form 10, as
amended and related filings and have  no further comments at this time.
  You may contact Dorine H. Miller, Fi nancial Analyst, at (202) 551-3711 or, in
her absence, contact me at (202)  551-3397, if you have any questions.
        S i n c e r e l y ,            Pamela A. Long        A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE
      January 8, 2010
 Mail Stop 4631  Mr. James C. Katzaroff, President Advanced Medical Isotope Corporation 8131 W. Grandridge Blvd., Suite 101 Kennewick, WA   99336
Re: Advanced Medical Isotope Corporation
Amendment No. 5 to Registra tion Statement on Form 10
Filed on December 23, 2009
File No. 0-53497
 Dear Mr. Katzaroff:    We have reviewed your filing and have the following additional comments.  Where indicated, we think you shoul d revise your documents in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form 10

Index to Exhibits, page 38
1.     Footnotes 1 and 2 to the index should be revised to state that the exhibits were
“previously filed” with the Form 10 filed on November 12, 2008 and with the
Form 10/A filed on “February 7, 2009, resp ectively.  As currently presented, you
are incorporating exhibits into the same filing.  Please revise.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
January 8, 2010 Page 2

Form 10-Q for the Period Ended September 30, 2009

2. Regarding comment 1 from our letter dated September 11, 2009 and comment 4
from our letter dated July 10, 2009, we not e that in your response of August 21,
2009, you state you modified your growth and operating plans such that only $1
million would be needed to fund your operati ons for an additional year.  You have
amended your Form 10 to include this information.  However, note 2 to the
financial statements in your Form 10 -Q dated September 30, 2009 states again
that you need $3 million to continue opera tions for the next 12 months, while
your liquidity section of MD&A states th at $1 million is needed.  Please amend
your Form 10-Q to clarify what your liqui dity needs are in order to continue
operations in the short term and long term.  Make sure that the disclosure in the
notes to your financial statements and MD &A are consistent.  Further, discuss
how you have modified your growth and ope rating plans in order to ensure your
continued operations.  We may have additional comments upon review of your response.
3. We note that in several places in your September 30  Form 10-Q, you refer to a
quarter or nine months ended June 30, 2009 instead of September 30, 2009.  For example, your Liquidity and Capital Resour ces section of MD&A refers to “nine
month periods ending June 30, 2009 and J une 30, 2008”, and in your discussion
of changes in internal control over fi nancial reporting on page 29, you refer to
“the quarter ended June 30, 2009”.  Other examples of this type of error may
appear elsewhere in the Form 10-Q.  Pleas e review and revise these references in
an amended Form 10-Q.
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Exch ange of 1934 and that they have provided
all information investors require for an in formed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation January 8, 2010 Page 3

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
  You may contact Jeffrey Gordon, Accountant, at (202)  551-3866 or Nudrat Salik,
Reviewing Accountant, at (202) 551-3692 if  you have questions regarding comments on
the financial statements and related matters.  Please contact Dorine H. Miller, Financial
Analyst, at (202) 551-3711 or me at (202) 551-3766 with any other questions.         S i n c e r e l y ,
       Pamela A. Long
       A s s i s t a n t  D i r e c t o r    cc: Andrea Cataneo, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway, 32nd Floor  New York, NY 10006

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

       DIVISION OF
CORPORATION FINANCE
      September 11, 2009
 Mail Stop 4631  Mr. James C. Katzaroff, President Advanced Medical Isotope Corporation 8131 W. Grandridge Blvd., Suite 101 Kennewick, WA   99336
Re: Advanced Medical Isotope Corporation
Amendment No. 4 to Registra tion Statement on Form 10
Filed on August 25, 2009
File No. 0-53497
 Dear Mr. Katzaroff:   We have reviewed your filing and have the following additional comments.   We may have additional comments upon our review of the amended Form 10-K and Form 10-Q that we requested in our comment letter dated July 10, 2009.
Item 2.  Financial Information, page 15

Liquidity and Capital Resources, page 17
1. Your response to comment 4 in our le tter dated July 10, 2009 should be included
in the revised liquidity discussion in the amended Form 10 and Form 10-K.
Please clarify that the cash run ra te, approximately $3,000,000, needed to fund
your operations over the next twelve months  that is referred to in the going
concern note in your financial statements  is stated as of December 31, 2008, and
that you have modified your growth and operating plans as a result of your continuing losses.
 Contractual Obligations, page 19

2. We note your disclosure that you are in de fault on your capital lease obligations.
If material, please discuss in the Desc ription of Business and Risk Factors
sections the potential effect on your business and financial condition.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation September 11, 2009 Page 2  Item 10.  Recent Sales of Unregistered Securities, page 33

3. Please provide the information require d by Item 701 of Regulation S-K with
respect to the February and May 2009 transactions you describe on pages 29-30.
Also ensure that all the sales of unregistered securities listed under the
Options/SARs Grant section beginning on page 27 are also included in this
section.
  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.   You may contact Jeffrey Gordon, Accountant, at (202)  551-3866 or Nudrat Salik,
Reviewing Accountant, at (202) 551-3692 if  you have questions regarding comments on
the financial statements and related matters.  Please contact Dorine H. Miller, Financial
Analyst, at (202) 551-3711 or Brigitte Lippm ann, Senior Staff Attorney, at (202) 551-
3713 with any other questions.         S i n c e r e l y ,

         Pamela A. Long        A s s i s t a n t  D i r e c t o r    cc: Andrea Cataneo, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway, 32nd Floor  New York, NY 10006

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

       DIVISION OF
CORPORATION FINANCE
       July 10, 2009
 Mail Stop 4631  Mr. James C. Katzaroff, President Advanced Medical Isotope Corporation 8131 W. Grandridge Blvd., Suite 101 Kennewick, WA   99336  Re: Advanced Medical Isotope Corporation
Amendment No. 3 to Registration Statement on Form 10  Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2008 Filed on June 24, 2009
  Form 10-Q for the Quarterly Period Ended March 31, 2009
Filed on May 20, 2009 File No. 0-53497
 Dear Mr. Katzaroff:   We have reviewed your filings and have the following comments.
Amendment No. 3 to Form 10

General

1. Where we ask for revisions to your disclosu re in the registration statement, please
make similar revisions in the applicable places in your Form 10-K and Form 10-Q.
 Item 1. Description of Business, page 4

2. We note that you added disclosure on  page 18 stating that in 2008 your
management concluded the patent license for the Neutron Generator was no longer of value to the company and wrot e off the net unamortized portion balance
of $643,917 early.  Further, in 2008 your management concluded the intangible
assets acquired from Isonics were no longer of value and wrote off the total net unamortized portion balance of $259,618 ear ly.  Where you discuss the patent
license and intangible assets throughout  the filing, please also update your
disclosure to discuss the related writ e-offs and the reasons why management
concluded they were of no value; for example, on pages 4, 7 and 8.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
July 10, 2009 Page 2  Item 1A.  Risk Factors, page 9

3. We note your response to comment 2 in our letter dated April 21, 2009.   Please
also describe the track record of public companies affiliated with UTEK,
including  whether any such company has not achieved profitability, implemented
its business plan or is delinquent in its periodic reporting obligations.  For
example, we note the disclosure in U TEK’s Form 10-K regarding the write down
of other investments in UTEK’s portfoli o, some of which are public companies.
 Item 2. Financial Information – Liqu idity and Capital Resources, page 18

4. We note the disclosure in  your Form 10, Form 10-K, and Form 10-Q that based
on the current cash run rate, approximately $1 million will be needed to fund your
operations for an additional year. Please expand your disclosure and reconcile this
statement with the disclosure in the going concern note in your financial
statements.  Specifically, the going con cern note reflects that you anticipate a
requirement of $3 million in funds over the next twelve months to maintain current operation activities.
 Item 5. Directors and Officers, page 23

5. We note that you added Dr. Michael Kore nko as a director.  Please update the
tables on pages 22 and 23 accordingly.
 Item 6. Executive Compensation, page 25

 Narrative to Summary Comp ensation Table, page 25

6. We note your response to comment 4 in our letter dated April 21, 2009. However,
some of the amounts in the table still do not reconcile to your narrative disclosure.
Please provide footnote disc losure explaining why Dr. Fu Min-Su’s employment
agreement provides that his annual sa lary is $90,000, but $74,615 is reflected
under his applicable salary column in the table, and explain how the bonus and
awards reflected in the table were determined. With respect to William J. Stokes, please describe the employment agreemen t you refer to in footnote (1) to the
table.
  Item 10. Recent Sales of Unregistered Securities, page 32

7. We note in your response to comment 7 in our letter dated April 21, 2009 that you
have listed numerous private offerings w ith investors.  Pleas e disclose the number
of investors in each private offering, identify the persons or the class of persons to whom the securities were sold, and briefly describe the facts relied upon to make

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
July 10, 2009 Page 3
the Section 4(2) exemption available for these offerings.  See Item 701(b) and (d)
of Regulation S-K.

8. Please provide the information required by Item 701 of Regulation S-K for the
convertible notes described in the last two paragraphs in this section, including
the names of the investors and the ex emption from registration claimed.

Financial Statements

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

9. We have reviewed your response to comm ent 8 in our letter dated April 21, 2009.
You state that the factors that led to impairment charges related to certain
unamortized license fees and intangible a ssets do not apply to  your fixed assets.
Please disclose what these factors were and how you determined that they do not
apply to your fixed assets.  Your response indicates that you did not test any fixed
assets for impairment, please confirm.  If you did test for impairment, we
encourage you to provide qualitative and quantitative descriptions of the material
assumptions used to determine fair va lue in your impairment analyses and a
sensitivity analysis of those assumptions used based upon reasonably likely changes.  For any asset groups for which the carrying value was close to the fair
value, please consider disclosing the ca rrying value of the asset groups.
 Note 10 – Capital Lease Obligations, page F-20

10. We have reviewed your response to co mment 10 in our letter dated April 21,
2009.  You indicate that you believe this obligation should be classified as non-
current since it is probable that you will cu re the default before the end of 2009.
Based on review of your March 31, 2009 balance sheet, it appear s that you have
presented this obligation as current as  of December 31, 2008 and March 31, 2009;
however, based on review of your audite d December 31, 2008 balance sheet, it
appears that you have continued to present this obligation as n on-current.  Please
advise as to the apparent inconsistenc ies between the presen tation included in
your December 31, 2008 and March 31, 2009 financial statements, as well as in your response to prior comment 10.  If you now believe that this obligation should
be presented as current as of December  31, 2008, please tell us what consideration
you gave to paragraphs 25 and 26 of SFAS 154.
 Form 10-K/A for the Fiscal Year Ended December 31, 2008

11. Please amend your Form 10-K to address the comments in this letter.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
July 10, 2009 Page 4  Item 9A(T). Controls and Procedures, page 22

12. Although your response to comment 15 in our letter dated April 21, 2009 states
you have amended the Form 10-K to pr ovide the disclosure controls and
procedures information required by Item 307 of Regulation S-K, this information
is not included in your Form 10-K.  Pleas e revise.  Note that Item 307 relates to
disclosure controls and procedures a nd the information you currently provide
relates to internal control over financial reporting, as set forth in Item 308T of
Regulation S-K.
 Signatures, page 33

13. We note your response to comment 19 in  our letter dated April 21, 2009.  The
Form 10-K should also be signed by the company’s principal accounting officer
or controller whose title should be shown on the signature page. Therefore, under
the title for Bruce Jolliff, please indicate that he is also the company’s principal
accounting officer.  See General Instruction D to Form 10-K.
 Exhibits 31.1 and 31.2 – Certifications

14. We note your response to comment 20 in our letter dated April 21, 2009;
however, the revision in the first bullet point of our co mment is not reflected in
the certifications. The ce rtifying individuals included their titles in the
introductory sentence of the certificat ions required by Item 601(b)(31) of
Regulation S-K.  Please remove their title s from the introductory  sentence of the
certifications.
 Form 10-Q for the Quarterly Period Ended March 31, 2009

15. Please amend your Form 10-Q to address the comments in this letter.
 Item 4T. Controls and Procedures, page 25

16. Please revise your disclosure throughout th is section to clarify whether you are
referring to disclosure controls or pro cedures or internal control over financial
reporting.  See Item 307 and Item 308T of Regulation S-K.

17. You disclose “this annual report does not include an attestation report by our
registered public accounting firm regard ing our internal controls over financial
reporting.”  Since this is not an annual re port, please remove this disclosure in
future Form 10-Q filings.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation July 10, 2009 Page 5  Exhibits 31.1 and 31.2 – Certifications

18. Please file an amendment to the Form 10-Q that includes the enti re periodic report
and new, corrected certifications.  Revise  your certifications to reflect the exact
form set forth in Item 601(b)(31) of Regulation S-K.  In that regard, please make the applicable revisions se t forth in comment 20 in our letter dated April 21, 2009.
Also ensure that the revised certificati ons refer to the Form 10-Q/A and are
currently dated.
  Please respond to these comments 10 business days or tell us when you will provide us with a response.  Please provide us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.   You may contact Jeffrey Gordon, Accountant, at (202)  551-3866 or Nudrat Salik,
Reviewing Accountant, at (202) 551-3692 if  you have questions regarding comments on
the financial statements and related matters.  Please contact Dorine H. Miller, Financial
Analyst, at (202) 551-3711 or Brigitte Lippm ann, Senior Staff Attorney, at (202) 551-
3713 with any other questions.

       S i n c e r e l y ,            Pamela A. Long        A s s i s t a n t  D i r e c t o r   cc: Andrea Cataneo, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway, 32nd Floor  New York, NY 10006

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

       DIVISION OF
CORPORATION FINANCE
       April 21, 2009
 Mail Stop 7010    Mr. James C. Katzaroff, President Advanced Medical Isotope Corporation 8131 W. Grandridge Blvd., Suite 101 Kennewick, WA   99336  Re: Advanced Medical Isotope Corporation
Amendment No. 2 to Registration Statement on Form 10 Filed on April 7, 2009 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed on April 15, 2009
File No. 0-53497
 Dear Mr. Katzaroff:   We have reviewed your filings and have the following additional comments.
Form 10

1. Where we ask for revisions to your disclosu re in the registration statement, please
make similar revisions in the appl icable places in your Form 10-K.

Item 1A.  Risk Factors, page 9

2. Please include your response to comment 5 in our letter dated March 6, 2009 in a
separate risk factor discussing the track record of companies affiliated with UTEK.  We note your disclosure on page 3 that UTEK is in the business of
creating newly formed companies to ac quire a new technology from a university,
medical center, corporation or federal resear ch laboratory and then sell this newly
formed company for securities or cash.  Please also disclose whether any other
public company affiliated with UTEK or Mr. Katzaroff has not achieved profitability, implemented its business plan or is delinquent  in its periodic
reporting obligations.  For example, we not e the disclosure in  UTEK’s Form 10-K
regarding the write down of other invest ments in UTEK’s portfolio, some of
which are public companies.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
April 21, 2009 Page 2  Item 2.  Financial Information, page 16

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation,
page 16
 Liquidity and Capital Resources, page 17

3. Please discuss in your liquidity section all material changes in your operating,
investing, and financing cash fl ows as depicted in your statement of cash flows.
See the SEC Interpretive Release No. 33-8350.
 Item 6. Executive Compensation, page 24

 Narrative to Summary Comp ensation Table, page 25

4. We note your response to comment 10 in our letter dated March 6, 2009.  However, the disclosure relating to the co mpensation reflected in the table is still
unclear.  For example, the employment agreement compensation (salary and stock awards) you describe does not reconcile to the amounts reflected in the table.
There is also no description of how the bonus es in the fourth column of the table
were determined.  Please re vise.  If the amounts in the table do not reconcile to
the compensation described in the em ployment agreements, please provide
footnotes to these amounts and explain how the compensation was calculated.
See Item 402(o) of Regulation S-K.
 5. Please describe how your chief executive officer is compensated and whether the company has entered into an employment agreement with him.
 Item 7. Certain Relationships a nd Related Transactions, page 31

6. We note the disclosure in Note 9 to the financial statements that the company has received a loan from two of its major sh areholders.  Please provide the disclosure
required by Item 404 of Re gulation S-K with respect  to this transaction.
 Item 10. Recent Sales of Unregistered Securities, Page 32

7. We note the disclosure in Note 15 to th e financial statements that the company
issued securities in 2009.  Please provid e the disclosure required by Item 701 of
Regulation S-K with respect to these securities.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
April 21, 2009 Page 3  Item 15.  Financial Statements and Exhibits, page 36

 Note 2 – Summary of Significant Accounting Policies, page F-10

8. We note your response to comment 14 in our letter dated March 6, 2009.  You determined that certain unamortized licen se fees and intangible assets were no
longer of value to you and therefore recorded an impairment charge during the
year ended December 31, 2008.  Pleas e consider further expanding your
disclosures to address what consideration you gave as to whether the same factors
that led to these impairment charges also  indicated that you may need to test your
fixed assets for potential impairment.  For any fixed assets which have been tested
for impairment in accordance with SFAS 144, we encourage you to provide qualitative and quantitative descriptions of the material assumptions used to
determine fair value in your impairment analysis and a sensitivity analysis of
those assumptions used based upon reasona bly likely changes.  For any asset
groups for which the carrying value was clos e to the fair value, please consider
disclosing the carrying value of the asset groups.
 Note 8 – Prepaid Expenses Paid with Stock, page F-20

9. We note that you had prepaid expenses in the amount of $75,336 that were
expected to mature in 2009; however, you disclose on the face of your balance
sheet that the current por tion of prepaid expenses paid with stock was $140,579.
In addition, it appears that  prepaid expenses in th e total amount of $172,211 as
disclosed in this footnote is not equal to the total amount of current and non-
current prepaid expenses as disclosed on the face of your bala nce sheet.  Please
advise or revise.

Note 10 – Capital Lease Obligations, page F-20

10. You disclose that you are not in comp liance with the minimum debt service
coverage ratio stipulated in the loan c ovenants.  Accordingly, the lenders could
accelerate the debt.  In light of th is, please help us understand how you
determined that it was appropr iate to classify a portion of this debt as a long term
liability on your balance sheet as of  December 31, 2008.  Refer to EITF 86-30.
 Note 12 – Stockholders’ Equity

 Common Stock Issued for Convertible Debt, page F-26

11. Your statement of cash flows shows proceeds from convertible debt of $218,283 during the year ended December 31, 2008.  Please help us understand how you arrived at this amount given your disclosu res in Note 12 indicat e that you issued

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
April 21, 2009 Page 4
convertible notes for $250,000, $50,000, and $375,000.  Please also clearly
disclose the conversion terms of each of these debt agreements.

12. Please help us better unde rstand your accounting of the convertible promissory
note issued in December 2008.  Specificall y, please help us better understand how
you determined that your shares of comm on stock are not readily convertible to
cash pursuant to paragraph 9(c) of SFAS 133.  Please provide us with a summary of your analysis that you performed that led to this determination.
 Form 10-K for the Fiscal Year Ended December 31, 2008

13. Please amend your Form 10-K to address the comments in this letter.
 Item 5. Market for Registrant’s Common Equity . . ., page 15

14. Please identify the market in which your  common stock is traded. See Item
201(a)(1)(i) of Regulation S-K.
 Item 9A(T). Controls and Procedures, page 22

15. Please provide the disclosure controls and procedures information required by
Item 307 of Regulation S-K.

Management’s Report on Internal Control over Financial Reporting, page 22

16. You disclose that your evaluation was done not using the COSO framework.  Please identify the framework used by management to evaluate the effectiveness of your internal control over financ ial reporting.  See Item 308T(a)(2) of
Regulation S-K.

17. We note your disclosure that there were  material weaknesses in your internal
controls.  Please disclose how the material weakness affects your financial reporting and internal contro ls.  Also disclose the status of the material
weaknesses and whether or not they have  been remediated.  If the material
weaknesses have not been remediated, pl ease tell us when and how the company
expects to do so.  Please tell us in detail  the steps you have taken (or plan to take)
and procedures you implemented (or plan to implement) to correct the material weaknesses you identified.

18. Management is not permitted to conclude th at the registrant's internal control over
financial reporting is effective if there are one or more material weaknesses in
your internal control over financial repor ting.  See Item 308T(a)(3) of Regulation
S-K.  Please revise accordingly.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
April 21, 2009 Page 5  Signatures, page 32

19. Please revise to reflect that the compa ny’s principal financial officer and its
controller or principal accounting officer have also signed the Form 10-K.  See
General Instruction D to Form 10-K.
 Exhibits 31.1 and 31.2 – Certifications

20. Please file an amendment to the Form 10-K that includes the enti re periodic report
and new, corrected certifications.  Revise  your certifications to reflect the exact
form set forth in Item 601(b)(31) of Regulation S-K.  In that regard, we note the following:

• The identification of the certifying individual at the beginning of each
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual.  Revise the identification of the certifying individuals so as not to include su ch individual’s title.
• Since you are not using Form 10-KSB, re place the references to “small business
issuer” in paragraphs 3, 4, 4(a), and 4(d) with “registrant.”
• Since you have elected to include the di sclosure set forth in Item 308T(a) of
Regulation S-K in the Form 10-K, you must add the language “and internal
control over financial reporting (as define d in Exchange Act Rules 13a-15(f) and
15d-15(f)” in paragraph 4.
• Insert the words “and procedures” afte r the words “disclosure controls” in
paragraph 4(c).
• Insert the words “of internal control over financial reporting” after the word
“evaluation” in paragraph 5.
• There are numerous omissions and errors in  paragraph 5(a). Revise to reflect the
exact language in the form.
• Revise Exhibit 31.2 to reflect  the correct name under L. Bruce Jolliff’s signature.

 Please respond to these comments 10 business days, or tell us when you will provide us with a response.  Please provide us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation April 21, 2009 Page 6   You may contact Jeffrey Gordon, Accountant at (202) 551-3866 or Nudrat Salik,
Reviewing Accountant at (202) 551-3692 if  you have questions regarding comments on
the financial statements and related matters.  Please contact Dorine H. Miller, Financial
Analyst at (202) 551-3711 or Brigitte P. Lippmann, Senior Staff Attorney at (202) 551-3713 with any other questions.         S i n c e r e l y ,            Pamela A. Long        A s s i s t a n t  D i r e c t o r   cc: Andrea Cataneo, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway, 32nd Floor  New York, NY 10006

CORRESP
1
filename1.htm

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
      March 6, 2009
 Mail Stop 7010

Via U.S. mail and facsimile

Mr. James C. Katzaroff, President Advanced Medical Isotope Corporation 8131 W. Grandridge Blvd., Suite 101 Kennewick, WA   99336  Re: Advanced Medical Isotope Corporation
Amendment No. 1 to Registration Statement on Form 10-12G/A
Filed on February 17, 2009
File No. 0-53497
 Dear Mr. Katzaroff:   We have reviewed your filing and have  the following additional comments.
 General

1. As we indicated in comment 1 in our letter dated December 9, 2008, since you did not withdraw the registration statement, it became effective by operation of law
60 days after you initially f iled it (January 12, 2009).   Please note that in addition
to responding to our comments on the Fo rm 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.

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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
March 6, 2009 Page 2   Item 1.  Description of Business, page 4

3. The third paragraph states that the regist rant acquired the assets of Neu-Hope
Technologies and $310,000 from UTEK Cor poration.  Please reconcile this
statement with the disclosu re in your response to comme nt 2 in our letter dated
December 9, 2008 that the company ac quired the assets of Neu-Hope
Technologies and $335,000 from UTEK Corpor ation. Also clarify the relationship
between NHTI and UTEK, and whether th e 100,000 preferred stock issued to
UTEK and Aware Capital Co rporation was the purchase price for the acquisition
of the cash and the assets of NHTI.
4. Please describe Aware Capital Corporati on 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.
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.
 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 op erations.  The company currently has
approximately $54,508 in cash on hand as noted in Note 1 of the Notes to Consolidated Financial Statements.  Disc uss the potential risk to the company’s
plan of operations as discussed in the liquidity section of MD&A on page 17.

Item 2 – Financial Information, page 16

Management’s Discussion and Analysis of Fi nancial 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 wh ich 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.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
March 6, 2009 Page 3   Liquidity and Capital Resources, page 17

8. You disclose on page 17 that you “e xperienced negative cash flow from
operations of $737,786, and [you] expe nded $1,515,232 for investing activities
while adding $2,221,507 from financing activit ies” 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, pleas e update to reflect the amounts for
the nine months ended September 30, 2008.
 Item 4. Security Ownership of Certain Be neficial 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 explai n the difference in the footnote.
 Item 6.  Executive Compensation

 Narrative to Summary Comp ensation Table, page 25

10. In addition to the terms of the employm ent agreements which you have disclosed,
the narrative discussion should include th e material terms of the bonuses awarded
to the named executive officers during the last completed fiscal year, including a
general description of the fo rmula or criteria to be applied in determining the
amounts payable and vesting schedule.
11. The narrative discussion should also disclo se the material terms of each option
award as required by Item 402(o)(4) of Regulation S-K.
12. As previously requested, for each trans action please identify the person(s) to
whom the options were granted.  In the first paragraph, desc ribe the type of
consulting services performed by th e consultant during April, 2007.
 Item 7.  Certain Relationsips a nd 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.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
March 6, 2009 Page 4   Item 15 – Financial Statements and Exhibits, page 36

Financial Statements 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 disc losures 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 we re purchased recently.  Please further
advise how you made this determina tion in accordance with SFAS 144, or as
previously requested, please enhance your  disclosure to identify each of the
significant assumptions used in your analys is and explain the ba sis for each such
assumption.  Please also expand your disclo sure to provide additional insight on
how you perform your impairment anal ysis 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 ev ents 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 met hods 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 mo re subjective than others.
 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 se rvice coverage ratio of 1:1 as of
December 31, 2007, please revise your disclo sure 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 n ecessary.  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 Financ ial Measures dated June 13, 2003.  In
addition, please confirm that the capital lease is your  only class of debt that
contains covenants.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
March 6, 2009 Page 5
16. We have reviewed your response to prior co mment 57.  It is still unclear what the
initial amounts were for which you recorded  an asset and obli gation 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.

Preferred Stock, page F-23

17. We have reviewed your responses to pr ior comments 60 and 61.  We continue to
have difficulty understanding your accoun ting of the preferred stock.  Please
provide us with a comprehensive explan ation 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 wh at the Preferred Stock Redeemable
line item represents given that it does not  appear that the preferred stock is
redeemable for cash or other assets.  Pl ease 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 referen ced to support your conclusion.
   Please respond to these comments 10 business days, or tell us when you will provide us with a response.  Please provide us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation March 6, 2009 Page 6    You may contact Jeffrey Gordon, Accountant at (202) 551-3866 or Nudrat Salik,
Reviewing Accountant at (202) 551-3692 if  you have questions regarding comments on
the financial statements and related matters.  Please contact Dorine H. Miller, Financial
Analyst at (202) 551-3711 or Brigitte P. Lippmann, Senior Staff Attorney at (202) 551-3713 with any other questions.         S i n c e r e l y ,            Pamela A. Long        A s s i s t a n t  D i r e c t o r   cc: Andrea Cataneo, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway, 32nd Floor  New York, NY 10006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
        December 9, 2008
 Mail Stop 7010     Mr. James C. Katzaroff, President Advanced Medical Isotope Corporation 8131 W. Grandridge Blvd., Suite B Kennewick, WA   99336  Re: Advanced Medical Isotope Corporation
Registration Statement on Form 10 Filed on November 12, 2008 File No. 0-53497

Dear Mr. Katzaroff:
  We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. Please note that the registration statemen t becomes effective by lapse of time 60
days after you filed it, and accordingly will trigger the registrant’s reporting
obligations pursuant to Section 12(g) of th e Exchange Act.  However, we will not
clear the filing until all our comments are addressed. If our comments are not addressed within this 60 day time period, you should withdraw the Form 10 prior
to effectiveness and refile a new Form 10 that includes change s responsive to our
comments.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
December 9, 2008 Page 2  Item 1.  Description of Business, page 4

 Organizational History, page 4

2. Please disclose in this section that your  auditors have issued a going concern
opinion.

3. In the third paragraph, identify the natural person(s) who controls UTEK Corporation.  Disclose any relations hip between the registrant and UTEK
Corporation prior to the acquis ition of Neu-Hope Technologies.

4. Disclose the number of shar es and percentage of total outstanding shares that
would be issuable if UTEK Corporation c onverts the Series A pr eferred stock into
common stock and who will exercise vo ting and investment power over those
shares of common stock.  Similar disclosure  should be provided  in footnote 2 to
the table under “Item 4.  Security Owner ship of Certain Beneficial Owners and
Management” on page 21.

5. Please describe the assets acquired in gr eater detail and disclose the manner in
which the purchase price of the acquired assets was determined in the third and fourth paragraphs.

6. We note your disclosure that James Katzaroff currently serves as Manakoa Services Corporation’s CEO.  We also note the media reports that in January 2007
Manakoa acquired a UTEK Corporation subsidiary, Infinite Identification Technologies Inc. Please explain these re lationships and describe Manakoa’s and
UTEK past affiliations and transactions w ith the company.  Also describe in this
section Mr. Katzaroff’s affiliation with Manakoa and disclose whether it is a shell or blank check company.  Further disc lose whether Manakoa is still a public
company and, if so, whether it is current in filing its periodic reports.
 Products, page 5

7. Throughout this section you us e technical jargon that is  difficult to understand.
Please revise to discuss your business mo re clearly.  For example, we note under
“Manufacturing” on page 6 that you refer to FDG as the radio-labeled glucose
analog and you refer to PET as Positron Emission Tomography. Please move these clarifications to the section wher e you first make reference to the terms
FDG and PET.  Also briefly note the intended application of the F-18 FDG
referred to on page 5.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
December 9, 2008 Page 3  Radio Pharmaceuticals: Indium-111, page 5

8. Please delete the word “soon” and disclose a more specific date on which you intend to offer Indium Chloride st erile solution and Indium Oxine.
 Manufacturing, page 6

9. Please disclose the basis for your asserti on that no other accelerator in North
America has sufficient flexibility to pr oduce the full spectrum of PET imaging
radioisotopes for diagnostic and therapeu tic applications. If you funded or were
otherwise affiliated with a ny of the studies or report s you cite, please disclose
this. Otherwise, please confirm that these sources are widely available to the public. If you do not have appropriate i ndependent support for this statement,
please revise the language to make clear that this is your belief based on your
experience in the industry, if true.
 License Agreement, page 7

10. Please file as exhibits the Non-Exclusive License Agreement between the registrant and Regents of the Univer sity of California and any material
collaborative or research agreements you have entered into, as discussed under
“Manufacturing” or advise us why the agr eements are not required to be filed.
Please see Item 601(b)(10) of Regulation S-K.

11. We note that if your commercialization pl an is deemed unacceptable, the license
agreement will terminate and “may be converted to a non-exclusive license.”  Please clarify the statement since you ha ve already indicated that it is a non-
exclusive license.

12. We note your disclosure under Item 2 regarding your operating expenses
attributed to amortization of licenses.  Please disclose the material terms of the
license and the estimated economic  useful life of this asset.

Raw Materials, page 7

13. Please discuss the availability of the stab le isotopes obtained from suppliers in
Russia.  Reconcile this disclosure with  the discussion under “Risk Factors – We
rely heavily on a limited number  of suppliers” on page 14.

Customers, page 7

14. We note in the Risk Factor section on page 11, that “unanticipated contract
terminations by current customers can negatively impact operations . . .”  Please

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
December 9, 2008 Page 4
disclose whether you are dependent on one or a few major customers and describe
any contracts with these customers.

15. Please describe the company’s relationship with United Pharmacy Partners Inc in
more detail.
 Research and Development, page 8

16. Please disclose the duration of the pate nt licenses and inte llectual property you
refer to in this section.  See Item  101(h)(4)(vii) of Regulation S-K.
 Government Regulation, page 9

17. We note in the Risk Factor section on page 13, that you incur, and expect to continue to incur capital a nd operating costs to comply with environmental laws
and regulations. Please disclose the co sts and effects of compliance with
environmental laws. See Item 101( h)(4)(xi) of Regulation S-K.
 Item 1A.  Risk Factors

 We have increasing cash requirements, page 10

18. Disclose the cumulative amount of operating losses incurred from inception to date.
 Item 2.  Financial Information, page 16

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation,
page 16
 General

19. Please expand MD&A to provide a discussion of the effect of recent economic events on your operations, financial position and liquidity.  This disclosure should
provide detailed information on your cust omers, recent order activity, expected
trends, management’s response for managing these events, poten tial future actions
by management and other detailed information.
 Results of Operations, page 16

20. Please discuss in greater detail the bu siness reasons for the changes between
periods in revenue and cost of goods so ld.  In doing so, please disclose the
amount of each significant change in line items between  periods and the business
reasons for it.  In circumstances where th ere is more than one business reason for

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
December 9, 2008 Page 5
the change, attempt to quantify the increm ental impact of each individual business
reason discussed on the overall change in  the line item.  See Item 303(a)(3) of
Regulation S-K.

21. Please revise your disclosure to also di scuss the business reasons for the changes
in operating expenses and net loss for the subsequent interim period.  Your
current disclosure only discusses the cha nges in operating expenses and net loss
for the two years ended December 31, 2007.

22. You disclose on page 17 that your net loss for the six months ended June 30, 2008
was $2,234,955.  Based on your statement of oper ations, it appears that your net
loss was actually $2,696,782.  Please revise or advise.
 Liquidity and Capital Resources, page 17

23. Please provide a comprehensive discussion of your liquidity given your recurring
losses and use of cash in operations and ensure you also disclose any known and anticipated trends, demands, commitments, events or uncertainties that are reasonably likely to materially increase or  decrease liquidity.  In addition, please
expand your liquidity discussion to addre ss the expected imp act to current and
future cash flows and how you expect recent economic events, including the
credit shortage, may affect ot her sources of liquidity.

Contractual Obligations, page 17

24. Please revise your table so that the sum of your contractual obligations for each
period and in total appears at the bottom of the table.
 Recent Accounting Pronouncements, page 18

25. We note that you are curren tly evaluating the impact of the adoption of SFAS
155, 156, 157, 159 and FIN 48.  Since these pronouncements are already effective for you, please revise to disclose your c onclusion of the impact of adoption of
these pronouncements.
 Item 3. Description of Property, page 20

26. Please explain in the first paragraph why the lease agreement entered into on July 17, 2008 was made effective approximately  one year earlier on August 1, 2007.
Indicate that rent for the year beginning August 1, 2009 will be
 $4,092.  Please
verify the accuracy of the calculation s of the monthly rental amounts.

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
December 9, 2008 Page 6  Item 4.  Security Ownership of Certain Beneficial Owners and Management, page 21

27. Please update the November 12, 2008 date to  the most recent practicable date and
reconcile the number of shares  issuable to UTEK with th e calculation disclosed in
footnote 2.
 Item 5. Directors and Executive Officers, page 21

28. In each director’s and executive officer’s  biography, please disclose the dates of
his term of office with the registrant.  Also, briefly describe their principal occupations and employment during the last  five years, indicating the period of
time such occupation and employment we re carried on.  For each director,
indicate any other director ships held by such person. See Item 401 of Regulation
S-K.
 Item 6.  Executive Compensation, page 23

29. Please include a narrative description of the summary compensation table,
including disclosure regarding the officer s’ employment agreements.  See Item
402(o) of Regulation S-K.

30. Please identify the persons who performed the consulting services and describe
the type of consulti ng services performed.
 Director Compensation, page 26

31. Please provide the director compensation table required by Item 402(r) of Regulation S-K.
 Item 7.  Certain Relationships a nd Related Transactions, page 27

32. Identify the parties to each relate d party transaction in this section.

33. Please provide the disclosure required by Item 404(c) of Regulation S-K.  Since it
appears that the company was a shell until 2006, also provide the disclosure
required by Item 404(c)(2) of Regulation S-K.

34. Please provide a list of a ll parents of the company s howing the basis of control
and as to each parent, the percentage of voting securities owned or other basis of
control by its immediate parent, if any. See Item 404(d)(3) of Regulation S-K.

35. Please describe in greater detail the busi ness dealings with Mirari, including the
following:

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
December 9, 2008 Page 7
• Disclose the business reasons for advanc ing funds to Mirari in the amount of
$33,000 and why this was written off as bad debt.
• Explain why the company purchased the not e receivable due Mi rari in the amount
of $28,500 and why this investment was written off in 2006.
• Describe the assets the comp any proposes to acquire from  Mirari and disclose the
proposed acquisition costs of Mirari in 2008.
• As to the assets acquired or to be acqu ired by the registrant  from Mirari, provide
the disclosure required by Item 404(c)(1)(ii) of Regulation S-K.
 Item 10.  Recent Sales of Unregistered Securities, page 29

36. For each sale of unregistered securities  transaction, expand the description to
disclose the aggregate considered receiv ed by the company and the per share price
at which the securities were issued. As to any securities sold otherwise than for
cash, state the nature of the transaction and the nature and aggregate amount of
consideration received by the registrant .  See Item 701(c) of Regulation S-K.

37. For each transaction, please give the name s of the principal underwriters, if any.
For the transactions consummated in 2008, name the persons or  identify the class
of persons to whom the securities were sold. See Item 701(b) of Regulation S-K.

38. Indicate the section of the Securities Act or the rule of the Commission under
which exemption from registration was claimed and state briefly the facts relied upon to make the exemption available. See Item 701(d) of Regulation S-K.

39. Please include the securitie s transactions lis ted on pages F-28, and F-40 through
F-42.
 Item 11.  Description of Registrant’s Securities to  be Registered, page 31

40. Please update the October 3, 2008 date in the first paragraph and disclose the
amount of securities issuable upon exerci se of outstanding options, warrants and
rights.
 Item 14. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure, page 32

41. Please revise your disclosure to state the specific date of dismissal of your former accountant, as required by Item 304(a)(1)( i) of Regulation S-K.  In addition,
please disclose the date that you engaged HJ and Associates, LLC.  See Item 304(a)(2) of Regulation S-K.

42. In addition, Item 304(a)(1)(ii) of Regulat ion S-K requires a statement whether the
accountant's report on the financ ial statements for either of the past two years

Mr. James C. Katzaroff
Advanced Medical Isotope Corporation
December 9, 2008 Page 8
contained an adverse opinion or a disc laimer of opinion or was qualified or
modified as to uncertainty, audit scope or accounting principles; and a description
of the nature of each such adverse opin ion, disclaimer of opinion, modification or
qualification.  This would include disclosu re of uncertainty regarding the ability
to continue as a going concern in th e accountant’s report.  Please revise
accordingly.
 43. Please include as an exhibit the letter  from your former accountant indicating
whether or not they agree with your disclosures.  See Item 304(a)(3) of
Regulation S-K.
 Item 15.  Financial Statements and Exhibits, page 33

 Financial Statements for the Year Ended December 31, 2007

 General

44. Please disclose in your financial statements the amount of research and development costs you have incurred for the fiscal years ended December 31, 2007 and 2006.  See paragraph 13 of SFAS 2.

Balance Sheets, page F-3

45. Based on your statements of changes in shar eholders’