INTERNATIONAL ISOTOPES INC
10QSB/A, 1997-10-03
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                                    FORM 10-QSB/A


                         SECURITIES EXCHANGE COMMISSION
                             Washington, D. C. 20549


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

                         For the quarterly period ended

                                  June 30, 1997


                             Commission file number:
                                 333-26269 SB-2

                           INTERNATIONAL ISOTOPES INC.
             (Exact name of registrant as specified in its charter)

           Texas                                         74-2763837
(State of incorporation)                    (IRS Employer Identification Number)

2600 Longhorn Boulevard, Suite 105                         78758
         Austin, Texas                                  (Zip Code)
(Address of principal executive offices)

                                  512-834-1822
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES NO X*

As of August 19, 1997 the aggregate market value of the common stock of the
registrant held by non-affiliates of the registrant as determined by reference
to the closing price of Common Stock as reported on the Nasdaq small cap market,
was $55,043,550. As of August 19, 1997 the number of shares of common stock,
$.01 par value, outstanding was 6,115,950.

*Registrant became subject to the filing requirements of the Securities Exchange
Act of 1934 on August 14, 1997, when its Registration Statements on Form SB-2
and Form 8-A were declared effective by the Commission.


<PAGE>

INTERNATIONAL ISOTOPES INC.

<TABLE>
<S>                                                                     <C>
TABLE OF CONTENTS                                                       Page No.

PART I - FINANCIAL INFORMATION:


  Item 1 -  Financial Statements:

          Consolidated Balance Sheets at June 30, 1997 and December 31,
          1996 (unaudited)                                                    4

          Consolidated Statements of Operations for the Six Months
          Ended June 30, 1997 and for the Period November 1, 1995
          (inception) through June 30, 1997 (unaudited).                      5

          Consolidated Statements of Cash Flows for the six Months
          Ended June 30, 1997 and 1996 and for the period from November
          1, 1995 (inception) through June 30, 1997 (unaudited).              6




  Notes to Consolidated Financial Statements (unaudited).                     7



  Item 2  - Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                     10

PART II  -  OTHER INFORMATION:

  Item 2  -  Changes in Securites                                            12

  Item 4  -  Submission of Matters to a Vote of Security Holders             12

  Item 5  -  Other Information                                               12

  Item 6  -  Exhibits and Reports on Form 8-K                                13

</TABLE>

SIGNATURE



<PAGE>


                   INTERNATIONAL ISOTOPES INC. AND SUBSIDIARY
                         (development stage enterprises)
                           Consolidated Balance Sheet
                       June 30, 1997 and December 31, 1996


<TABLE>
<CAPTION>

                                                                                   06/30/97       12/31/96
                                                                                   --------       --------
                                                                                         (unaudited)      
<S>                                                                                <C>           <C>
Assets

Current assets:
         Cash and cash equivalents .............................................      265,145       331,397
         Restricted certificate of deposit .....................................      100,000       300,000
         Assets held for sale ..................................................      544,760       546,613
         Inventory .............................................................      702,691       757,498
         Prepaids ..............................................................      342,198
         Other .................................................................       14,747        10,855
                                                                                   ----------    ----------
                     Total current assets ......................................    1,969,451     1,946,363

Property and equipment, net:
         Land ..................................................................       87,894        87,894
         Buildings .............................................................      149,834
         Furniture and equipment ...............................................    1,092,000       972,922
                                                                                   ----------    ----------
                     Total property and equipment, net .........................    1,329,728     1,060,816
                                                                                   ----------    ----------
                     Total assets ..............................................    3,299,179     3,007,179
                                                                                   ==========    ==========

Liabilities and Stockholders' Equity

Current liabilities:
         Accounts Payable ......................................................      213,593       241,341
         Accrued Liabilities ...................................................      692,325        16,475
         Notes Payable to Banks.................................................    1,423,040     1,850,000
         Notes Payable to Rltd Party ...........................................       20,000        20,000
         Payable to lending institution ........................................                    569,454
                                                                                    ----------    ----------
                     Total Current Liabilities .................................    2,348,958     2,697,270
         Long Term liability - notes payable to banks ..........................    1,593,116            --
                                                                                    ----------    ----------
                     Total Liabilities .........................................    3,942,074     2,697,270


Stockholders' equity:
         Preferred  stock,  $1.00 par value;  5,000,000 shares  authorized,  no 
             shares issued and outstanding at June 30, 1997 and no shares issued
             and outstanding at December 31, 1996 Common stock, $.01 par value;
             10,000,000 shares authorized; 3,915,950 shares issued and
             outstanding at June 30, 1997, .....................................       39,159        37,667
             3,766, 663 issued and outstanding at December 31, 1996
             Additional paid-in capital ........................................    2,933,047     1,266,688
             Deficit accumulated during the development stage ..................   (3,143,101)     (834,446)
             Receivable from stock sales .......................................     (472,000)     (160,000)
                                                                                   ----------    ----------
                     Total stockholders' equity ................................     (642,895)      309,909
                                                                                   ----------    ----------
                     Total liabilities and stockholders' equity ................    3,299,179     3,007,179
                                                                                   ==========    ==========

             See accompanying notes to unaudited consolidated financial statements
</TABLE>


                                     Page 1


<PAGE>


                   INTERNATIONAL ISOTOPES INC. AND SUBSIDIARY
                         (development stage enterprises)
                      Consolidated Statement of Operations
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                                         Period from
                                                        Six Months ended         Three Months ended    November 1, 1995
                                                            June 30,                  June 30,        (inception) through
                                                       1997        1996          1997          1996       June 30, 1997
                                                  ----------    ----------    ----------    ----------    ---------
<S>                                               <C>           <C>           <C>           <C>           <C>
Sale of accelerator components                       135,187            --         7,115            --      910,289
Cost of sales                                         68,438            --         2,782            --      331,878
                                                  ----------    ----------    ----------    -----------------------
         Gross Profit .........................       66,749            --         4,333            --      578,411


General and administrative ....................      212,602       319,481       129,349       319,481      279,797
Sales and Marketing ...........................          116                         116            --          116
Commissions and fees ..........................           --            --            --                     95,315
Consulting fees ...............................        5,183       173,283         1,724       173,282      372,932
Legal and professional fees ...................        8,425           370         7,198           370       68,110
Salaries and contract labor ...................    1,928,036         8,181     1,250,129         2,429    2,037,923
Rent and security .............................       78,996         2,369        32,256         2,369      177,423
Other .........................................                      8,700             0            --       85,381
                                                   -----------------------    ----------    -----------------------
         Total operating expenses .............    2,233,359       512,384     1,420,772       497,931    3,116,996
                                                  ------------------------    ----------    -----------------------
         Loss from development stage operations   (2,166,610)     (512,384)   (1,416,439)     (497,931)  (2,538,585)



Gain on sale of assets held for sale ..........           --            --            --            --      336,364
Interest income ...............................        7,258           807         6,835           807       12,164
Interest expense ..............................     (149,303)                    (65,987)                  (453,044)
Loan financing fees ...........................           --          (616)                       (616)    (750,000)
                                                  ------------------------    ----------    -----------------------
         Loss before extraordinary item .......   (2,308,655)     (512,193)   (1,475,591)     (497,740)  (3,393,101)

Extraordinary gain on debt extinguishment .....                                                     --      250,000
                                                  -----------   ----------    ----------    -----------------------

         Net Loss .............................   (2,308,655)     (512,193)   (1,475,591)     (497,740)  (3,143,101)
                                                  ==========    ==========    ==========    =======================
         Net Loss per common share ............        (0.54)        (0.14)        (0.34)        (0.13)
                                                  ==========    ==========    ==========    ==========
         Weighted average shares used to  
           compute net loss per share              4,282,473     3,588,077     4,293,066     3,788,220
                                                  ==========    ==========    ==========    ==========
</TABLE>


See accompanying notes to unaudited consolidated financial statements


                                     Page 1

<PAGE>


                                         
                                    Sheet 1




                  INTERNATIONAL, ISOTOPES INC. AND SUBSIDIARY
                         (development stage enterprises)
                      Consolidated Statement of Cash Flows
                                   (unaudited)

 <TABLE> 
<CAPTION>
                                                                                                             Period from
                                                                                       Six Months          November 15, 1995
                                                                                       Ended June 30,     inception) through
                                                                                  1997           1996         June 30, 1997
                                                                                  ----           ----         -------------
<S>                                                                             <C>            <C>            <C>
Cash flows from operating activities:  
Net loss ....................................................................   ($2,308,655)     ($512,193)   ($3,143,101)
Adjustments to reconcile net loss to net cash used
 in operating activitiies                                                                                            --
Depreciation and amortization ...............................................         4,836                         6,496
Gain on sale of assets ......................................................                                    (336,364)
Services compensated by stock issuance ......................................     1,171,383                     1,432,269
Changes in operating assets and liabilities:                               
         Other assets .......................................................        (3,892)      (101,100)       (14,747)
         Inventory ..........................................................        54,807                      (702,691)
         Accounts payable ...................................................      (342,198)                     (342,198)
         Accrued liabilities ................................................       (27,748)       120,772        213,593
           Net cash used in operating activities ............................       675,850        289,857        692,325
                                                                                -----------    -----------    -----------
                                                                                   (775,617)      (202,664)    (2,194,418)
Cash flows from investing activities:
         Proceeds from redemption of certificate of deposit .................       200,000                       200,000
         Purchase of certificate of deposit .................................                                    (300,000)
         Building Construction costs ........................................      (149,834)                     (149,834)

         Purchase of assets for resale and furniture and equipment 
           held for operations                                                     (123,914)    (2,595,000)    (2,012,587)
         Proceeds from sale of assets held for sale, 
           net of related expenses ..........................................                                     691,051
                                                                                -----------    -----------    -----------
           Net cash used in investing activities ............................       (73,748)    (2,595,000)    (1,571,370)

Cash flows from financing activities:
         Proceeds from issuance of notes payable to chairman ................                                     120,000
         Proceeds from sale of common stock .................................       260,000          8,466      1,063,366
         Proceeds from issuance of debt .....................................     3,566,317      3,100,000      8,316,317
         Principal payments on notes payable                                     (3,043,204)                   (5,373,750)
         Payments on notes payable from chairman ............................                      (21,960)       (95,000)
                                                                                -----------    -----------    -----------
           Net cash provided by financing activities ........................       783,113      3,086,506      4,030,933
                                                                                -----------    -----------    -----------
Net increase (decrease) in cash and cash equivalents ........................       (66,252)       288,842        265,145
Cash and cash equivalents at beginning of period ............................       331,397              0              0
                                                                                -----------    -----------    -----------
Cash and cash equivalents at end of period ..................................       265,145        288,842        265,145
                                                                                ===========    ===========    ===========

Supplemental disclosure of cash flow activities:
         Cash paid for interest .............................................       112,410                       407,835
                                                                                ===========                   ===========
         Cash paid for financing fees .......................................        15,261                       515,261
                                                                                ===========                   ===========

Supplemental disclosure of noncash transactions:
         Conversion of notes payable to common stock ........................                                       5,000
                                                                                                              ===========
         Acquisition of subsidiary through issuance of common stock .........                                      73,003
                                                                                                              ===========
         Acquisition of patent through issuance of common stock .............                          100            100
                                                                                               ===========    ===========
</TABLE>


See accompanying notes to unaudited consolidated financial statements

<PAGE>


Item 1 - NOTES TO CONSOLIDATED FINANCIAL
                  STATEMENTS
                (Unaudited)

INTERNATIONAL ISOTOPES INC.AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)


(1) THE COMPANY AND BASIS OF PRESENTATION

International Isotopes Inc. (the "Company") was incorporated on November 15,
1995 and is a development stage enterprise. The Company's primary activities
have been to obtain assets to be used in the production of radioisotopes and to
obtain funding to complete the reconfiguration and reassembly of the linear
accelerator.

The accompanying unaudited consolidated financial statements include the results
of operations of the Company and its wholly owned subsidiary, Gazelle Realty.
All significant intercompany accounts and transactions have been eliminated in
consolidation. The unaudited financial statements included herein have been
prepared by the Company without audit and in accordance with generally accepted
accounting principles, and have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). These statements
reflect all adjustments which, in the opinion of management, are necessary for a
fair presentation of the Company's financial position as of June 30, 1997, and
the results of its operations for the three and six months ended June 30, 1997
and 1996 and its cash flows for the six months ended June 30, 1997 and 1996.
This information should be read in conjunction with the Company's audited
consolidated financial statements for the period from November 1, 1995
(inception) through December 31, 1996 included in the Prospectus
contained in Amendment No. 2 to the Registration Statement on form SB-2 filed
with the SEC and which became effective on August 14, 1997.

Certain information in footnote disclosures, normally included in the financial
statements were prepared in accordance with generally accepted accounting
principles, and have been condensed or omitted pursuant to the rules and
regulations. The financial data disclosed in the notes to the consolidated
statements are unaudited for these periods.


(2) NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Net loss per share attributable to common stockholders is computed using the
weighted average number of shares outstanding. Common equivalent shares from
stock options and warrants are excluded from the computation as their effect is
antidilutive, except that, pursuant to the SEC Staff Accounting Bulletin No. 83,
common stock issued for consideration below the IPO price and warrants
exercised, warrants granted and stock options granted with exercise prices below
the Company's IPO price of $9.00 during the 12 month period preceding the date
of the initial filing of the registration statement, even when antidilutive,
have been included in the calculation of common equivalent shares, using the
treasury stock method based on the IPO price as if they were outstanding
for all periods presented.

<PAGE>


(3) NOTES PAYABLE TO BANKS

Notes payable to bank consisted of the following:

                                                                   June 30, 1997
                                                                   (unaudited)

8.5% Note payable to a bank, secured by substantially all
of the assets of the Company, including a restricted
certificate of deposit and collateral and personal
guarantees of certain officers and stockholders. Principal
reductions of $3,240 were made in July 1997. Interest
payable monthly through November 1997, and principal and
interest payments are due monthly beginning December 19,
1997. The outstanding principal and interest was paid in
full in August and September 1997. (See note 6)                       $1,652,193

8.5% Interim construction note payable to a bank, secured
by land and improvements, due February 19, 2018. Principal
and interest payments are due monthly beginning March 19,
1998. Additional amounts of $159,821 were drawn during
August and September, 1997.                                               56,819

Prime rate revolving loan with a line of credit with a
bank $619,000. Interest is payable monthly, with maturity
at November 19, 1997. The outstanding principal and
interest was paid in full in August and September 1997.
(See Note 6). The note is unsecured.                                     607,144

10% , $1,500,000 revolving line of credit from a company
related to a director. Principal and interest is due in
full on June 1, 1999. An additional $250,000 was drawn in
July, 1997. The outstanding principal and interest was paid
in full in August, 1997. (See Note 6)                                    500,000

7% Note payable to bank, secured by collateral owned by a
stockholder, due September 17, 1997. The outstanding
principal and interest was paid in full in August, 1997.
(See Note 6)                                                             100,000

7.05% Note payable to bank, secured by collateral owned by
a stockholder, due September 17, 1997. The outstanding
principal and interest was paid in full in August, 1997.
(See Note 6)                                                             100,000
          -                                                           ----------
                                                            TOTAL     $3,016,156
                                                                      ==========
                                Less current portion                   1,423,040
                                Long term debt                         1,593,116
                                                                      ==========


(4) COMMON STOCK

During the six months ended June 1997, the Company agreed to issue a total of
320,000 shares of common stock at a purchase price of $1.60 as incentives to
four recently hired key employees. Of these shares, 170,000 were issued in June
1997. The remaining 150,000 shares are first purchasable at December 31, 1997.
The Company recognized $ 1,643,750 of compensation expense related to these
incentive grants during the first six months of 1997.

<PAGE>


In January 1997, the Company agreed to issue 62,500 shares of stock to each of
two directors as compensation for loan guarantees at a purchase price of $1.60
per share. These shares were issued in June 1997.

The stock issued in June 1997 for incentive stock and compensation, as noted
above, resulted in notes receivable by the Company from the issuees of $472,000.




(5) STOCK OPTION PLAN

In May 1997, the Shareholders approved the terms of the Company's 1997 Long
Term Incentive Plan, whereby up to 600,000 shares of the Company's common stock
may be awarded to employees, directors and consultants as designated by the
Company. Under the terms of the Plan the Board may designate the participants to
whom stock options are to be awarded and the vesting terms of the awards. As of
June 30, 1997, options to purchase 290,000 shares of Common Stock had been
granted by the Board of Directors at an exercise price of 85% of the IPO price.

(6) SUBSEQUENT EVENTS


Initial Public Offering

On August 19, 1997, the Company completed an offering of 2,200,000 shares of its
Common Stock at $9.00 per share. The Company received proceeds of $17,805,283
after deducting underwriters' discounts and commissions. Additional expenses
associated with the offering due to legal, audit, printing and other expenses
are approximately $1,000,000, resulting in estimate net proceeds of $ 16,805,823
(before exercise of the underwriters' over-allotment option).

On September 30, 1997 the Company's underwriter exercised its
over-allotment option to purchase 100,000 additional shares of the Company's
Common Stock and 100,000 shares from selling stockholders at $9.00 per share.



Debt Restructuring

In August 1997 and September 1997, the Company applied approximately
$3,235,000 of the proceeds of the initial public offering to eliminate all
outstanding bank loans, except for the interim construction loan.


<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND
DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Except for historical information contained herein, the following contains
forward-looking information that is subject to certain risks and uncertainties.
The Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, set forth in
the "Risk Factors" section included in the Prospectus contained in Amendment No.
2 to the Registration Statement on Form SB-2 initially filed with the Securities
Exchange Commission (SEC) on May 1, 1997 (the Prospectus) which was approved and
became effective on August 14, 1997. The following discussion should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included in the Prospectus.


OVERVIEW

International Isotopes Inc. (the "Company") is a development stage company which
intends to be the first domestic producer of a full range of pharmaceutical
grade radioactive isotopes ("radioisotopes") and radiopharmaceuticals (on a
contract or joint venture basis) for commercial sale to the nuclear medicine
industry. Radioisotopes, which are indispensable components of nuclear medicine,
are radiation emitting atoms that are used for both medical diagnostics and
in-the-body ("in vivo") therapeutics.

Presently, the most commonly used radioisotopes in the United States, such as
molybdenum-99 ("Mo-99"), thallium-201, gallium-67, indium-111 and palladium-103,
which the Company intends to commercially produce, are produced by four domestic
radiopharmaceutical companies, primarily for their own use, and by two foreign
manufacturers, and are used either independently or in various combinations or
"cocktails" to assist in the diagnosis of a myriad of medical conditions,
including coronary heart disease, pulmonary embolism, thyroid carcinoma, bone
cancer, brain disorders, acute cholecystitis (inflammation of the gall bladder),
gastrointestinal bleeding, renal artery stenosis and other diseases.

The Company also intends, under an exclusive worldwide license, to complete
development of and to manufacture and market for use in diagnostic nuclear
medicine a high resolution medical imaging camera, key components of which are
patented. Based on spatial resolutions achieved in industrial applications of
the licensed patented inventions, the Company believes its medical imaging
camera will have resolution at least four times greater than any medical imaging
camera currently on the market.

The Company's activities since inception have been primarily devoted to
acquisition of the SSC Linac assets with a currently appraised market value of
$8,084,000, and the expenditure of funds to increase the capital assets through
the assembly and upgrade of the Linac for efficient production of radioisotopes
and radiopharmaceuticals. In addition, the Company has engaged in construction
of administration, manufacturing and services facilities with an appraised value
of $1,068,000. The Company has



<PAGE>


employed additional key-personnel in the area of Linac manufacturing,
operations, radioisotope and radiopharmaceutical production, quality assurance
and regulatory compliance.

The Company has a limited history of operations and has experienced operating
losses and significant expenses in the acquisition of key-personnel, land and
facilities. As of June 30, 1997, the Company had an accumulated deficit of
$3,143,101. The Company expects operating losses to continue as it initiates
radioisotope and radiopharmaceutical production, validation, customer approval,
marketing and product development.


RESULTS OF OPERATION

Three months ended June 30, 1997 and 1996

Revenues from sales of accelerator components and equipment and the
corresponding costs of sales for the three months ended June 30, 1997 were
$7.115 and $2,782, respectively, compared to $0 for the same period in 1996,
resulting in gross profit of $4,333. During the same period in 1996, the Company
had no paid personnel, no leased office facilities and only limited equipment
and assets .

Operating costs increased by $922,956 to $1,420,887 for the three months ended
June 30, 1997 compared to $497,931 in the comparable period in 1996. The costs
are primarily related to attracting highly experienced professionals as well as
to incentive compensation expense related to the issuance of common stock to key
employees. Salaries and contract labor expenses increased by $1,247,700, general
and administrative expenses decreased by $190,017, consulting fees decreased by
$171,558, legal and professional fees increased by $6,828, rent and security
expenses increased by $29,987, and interest expense by $65,987, for the three
months ended June 30, 1997, compared to the period ended June 30, 1996.


Six Months Ended June 30, 1997 and 1996

Revenues from sales of accelerator components and equipment and the related
costs of sales for the six months ended June 30, 1997 were $135,187 and $68,438,
respectively, compared to $0 for the same period in 1996. A gross profit of
$66,749 for the six months ended June 30, 1997 was realized.

Operating costs increased to $2,233,359 for the six months ended June 30,
1997 from $512,383 for the comparable period in 1996. The increase was
principally due to additional personnel salaries, facilities costs and the
incentive stock payments to key personnel. Consulting expense decreased from
$173,282 for the six month period ending June 30, 1996 compared to the same
period in 1997, due to the fact that the Company hired employees to assist with
the completion of capital asset projects devoted to constructing the linear
accelerator for production. The Company expects its future activities to be
centered on capital asset construction related to the linear accelerator assets
and production facilities.



Interest expense primarily relating to loans and bank financing increased from
$616 in 1996 to $149,303 for the six-month period ending June 30, 1997. The
Company anticipates interest expense will decrease dramatically as a result of
initial payment of all debt except that used to finance new facilities from the
equity funds of the public offering.


<PAGE>

Liquidity and Capital Resources

From November 1, 1995 (inception) through July, 1997, the Company obtained funds
primarily through principal shareholder guaranteed bank loans, sales of
accelerator components and excess equipment, sales of Common Stock in a private
placement to investors and from loans from stockholders and directors.

In December 1996, the Company borrowed $1,750,000 from an Austin, Texas
bank to pay off the original acquisition financing for the purchase of the LINAC
assets. In May of 1997, favorable refinancing from a Denton, Texas bank located
in the Company's local community, allowed the Company to decrease interest costs
and to commence construction of its administration, manufacturing, research and
development facility. In June of 1997, a company related to a director granted
the Company a $1,500,000 line of credit for the purpose of increasing operations
and for funding a portion of the costs related to the public offering.

Funds from the public offering were utilized to extinguish all Company debt with
the exception of the construction loan for the administration, manufacturing,
research and development facility.

Management anticipates, based on its currently proposed plans and assumptions
relating to its operations, that the current cash resources will be sufficient
to sustain operations for the next 18 months.



PART II.   OTHER INFORMATION

Item 2. Changes in Securities

In June 1997 the Company issued to several key employees and two directors
247,496 shares of common stock previously contributed to the Company by company
founders plus an additional 47,504 shares from the Company. The stock was held
as treasury stock at March 31, 1997.


Item 4. Submission of Matters to a Vote of Security Holders

In May 1997, the Shareholders approved the terms of the Company's 1997 Long
Term Incentive Plan, whereby up to 600,000 shares of the Company's common stock
may be awarded to employees, directors and consultants as designated by the
Company. Under the terms of the Plan the Board may designate the participants to
whom stock options are to be awarded and the vesting terms of the awards. As of
June 30, 1997, options to purchase 275,000 shares of Common Stock had been
granted by the Board of Directors at an exercise price of 85% of the IPO price.

Item 5. Other Information

On August 14, 1997 the Company completed an offering of 2,200,000 shares of its
Common Stock at $9.00 per share. The Company received proceeds of $17,805,283
after deducting underwriters' discounts and commissions. Additional expenses
associated with the offering due to legal, audit, printing and other expenses
are approximately $1,000,000, resulting in estimated net proceeds of $
16,805,823 (before exercise of the underwriters' over-allotment option).


<PAGE>


On September 30, 1997 the Company's underwriter exercised its
over-allotment option to purchase 100,000 additional shares of the Company's
Common Stock and 100,000 shares from selling stockholders at $9.00 per share.

The Company continues construction of the administration, manufacturing and
research and development facility, however construction has been delayed due to
materials and contractor scheduling as well as foundation redesign due to ground
water. The building is scheduled for occupancy early in December 1997.

The Company has retained the firm of Feinstein Kean Partners of Boston, MA, to
assist in public and investor relations, news releases, marketing and general
corporate image.

The Company has received a commendation from the State of Texas Legislature
through a unanimous vote on HRS 310. The unanimous resolution expressed the
State's support of the Company's business plans and utilization of the
Superconducting Super Collider Linac assets to establish a medical radioisotope
and radiopharmaceutical industry in the State of Texas. The State further
recommends funding and the support to establish an academic school of
radiopharmacy by the State.

The Company, on July 24, 1997, entered into a contract with the University of
North Texas to install and operate a CP-42 cyclotron for research, development
of new isotopes and production of research isotopes. The contract is subject to
the University of North Texas obtaining the CP-42 cyclotron from M.D. Anderson
Health Science Center, Houston, TX.

The Company continues to implement the strategic marketing plan through
attendance at the annual meetings of the American Society of Nuclear Medicine
(June 1997), the European Society of Nuclear Medicine (August 1997), the
International Isotope Conference of Nuclear Medicine (October 1997) and the
Oppenheimer Annual Health Care Conference (October 1997).

The Company has registered the Linac Accelerator with the Texas Department of
Public Health, Bureau of Radiation Control and is preparing the application for
its license to operate the accelerator prior to isotope production.



Item 6. Exhibits and Reports on Form 8 - K

a. Exhibits: (None)

b. Reports on Form 8-K

No reports were filed on Form 8-K during the quarter for which this report on
Form 10-QSB is filed.




<PAGE>




SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                           INTERNATIONAL ISOTOPES INC.
                           (Registrant)



                           Ira Lon Morgan
                           Chairman and Treasurer




                           Joan H. Gillett
                           Chief Financial Officer




Date:  September 26, 1997




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