Edgar Filing: INTERNATIONAL ISOTOPES INC

As filed with the Securities and Exchange Commission On September ___, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Texas 74-2763837
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Steve T. Laflin, President
4137 Commerce Circle, Idaho Falls, Idaho 83401
(208) 524-5300
----------------------------------------------------
(Address and Telephone Number of Principal Executive
Offices and Principal Place of Business)

INTERNATIONAL ISOTOPES INC. 2002 LONG TERM INCENTIVE PLAN
---------------------------------------------------------
(Full title of the Plan)

________________________

Curtis Ashmos
3400 JP Morgan Chase Tower
600 Travis
Houston, Texas 77002-3095
(Name and address of agent for service)
(713) 226-1200
(Telephone number, including area code, of agent for service)
________________________

Copy to:
Curtis R. Ashmos
Locke Liddell & Sapp LLP
100 Congress, Suite 300
Austin, Texas 78701
(512) 305-4716
________________________

CALCULATION OF REGISTRATION FEE

------------------- ----------------- ---------------- ------------------ ----------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
------------------- ----------------- ---------------- ------------------ ----------------

Common Stock, $.01 20,000,000 shares $.03 $600,000.00 $48.54
par value
------------------- ----------------- ---------------- ------------------ ----------------

(1) Estimated in accordance with Rule 457(h) under the Securities Act
of 1933, as amended, (the "Act") solely for purposes of calculating the
registration fee, based on the closing sales price reported on the OTC Bulletin
Board on September 10, 2003.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
I of Form S-8. A Prospectus containing the information required by Items 1 and 2
of Form S-8 will be delivered to each participant in the International Isotopes
2002 Long Term Incentive Plan.

Following this page is a Reoffer and Resale Prospectus to be used by
certain affiliates of International Isotopes Inc. ("I3") in connection with any
resales of the shares they receive as a result of the exercise of stock options
granted pursuant to I3's 2002 Long Term Incentive Plan. The Prospectus has been
prepared in accordance with the disclosure requirements of Form S-3.

REOFFER AND RESALE PROSPECTUS

INTERNATIONAL ISOTOPES INC.

20,000,000 Shares
Common Stock, $.01 par value

This Prospectus relates to Shares (the "Shares") of the Common Stock, $.01 par
value ("Common Stock"), of International Isotopes Inc. ("I3" or the "Company"),
a Texas corporation which may be offered from time to time by certain
stockholders listed on the Selling Stockholders table (the "Selling
Stockholders") for their own benefit. It is anticipated that the Selling
Stockholders will offer the Shares for sale at prevailing prices in the
over-the-counter market on the date of sale. The Company will receive no part of
the proceeds of sales made hereunder. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders will be borne by such
Selling Stockholders. None of the Shares offered pursuant to this Prospectus has
been registered prior to the filing of the Registration Statement of which this
Prospectus is a part.

The Selling Stockholders and any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.

The Common Stock of the Company is traded in the over the counter market in the
"pink sheets." On September 10, 2003, the closing bid price of the Company's
Common Stock, as reported in the pink sheets was $.03 (Symbol: INIS).

The securities offered hereby involve a high degree of risk. Prospective
purchasers should carefully review the matters set forth in "Risk Factors" on
page 8 and in the Company's reports filed with the Securities and Exchange
Commission.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.

The date of this Prospectus is September 10, 2003.

No person is authorized to give any information or to make any representations,
other than those contained in this Prospectus, in connection with the offering
described herein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that the information contained herein is correct as of any time subsequent to
the date hereof.

The Company hereby undertakes to provide without charge to each person to whom a
copy of this Prospectus is delivered, upon written or oral request of any such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the President,
International Isotopes Inc., 4137 Commerce Circle, Idaho Falls, Idaho 83401. The
Company's telephone number at that location is (208) 524-5300.

Except for the person set forth in the foregoing paragraph, the Company has not
authorized any person to give any information or make any representations, other
than those contained in this Prospectus, in connection with the Shares. If given
or made, such information or representations must not be relied upon as having
been authorized by the Company.

AVAILABLE INFORMATION

The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith shall file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Section of the Commission by calling the SEC at 1-800-SEC-0330. The
Company makes filings pursuant to the Exchange Act with the Commission
electronically, and such materials may be inspected and copied at the
Commission's web site (http://www.sec.gov).

A Registration Statement on Form S-8 (the "Registration Statement") with respect
to the Shares offered by this Prospectus has been filed with the Commission
under the Securities Act. This Prospectus does not contain all of the
information contained in such Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission.
Accordingly, additional information concerning the Company and such securities
can be found in the Registration Statement, including various exhibits and
schedules thereto, which may be inspected at the Public Reference Section of the
Commission at 450 Fifth Street, Washington, D.C. 20549. Copies of such material
can be obtained from the Commission's Public Reference Section at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission pursuant to its Electronic Data Gathering
Analysis and Retrieval ("EDGAR") system. The address of the Commission's Web
site is http/www.sec.gov.

INTERNATIONAL ISOTOPES INC.

THE COMPANY

International Isotopes Inc. (I3) was established as a Texas corporation in 1995.
The Company was initially formed to produce, market, and distribute a broad
range of products used in diagnostic and therapeutic nuclear medicine, research
and industry. In 1998 the Company acquired a subsidiary, subsequently named
International Isotopes Idaho Inc., which specialized in sales of isotopes and
providing hot cell services through a contract with the Department Of Energy
(DOE) Idaho Operations and using the Advanced Test Reactor (ATR). Because of
difficulties encountered with start up of the Company's Radioisotope Production
Facility and Linear Accelerator, and the high cost of conducting commercial
operations in the midst of a DOE laboratory, the Company underwent a substantial
change in mission and strategy during 2000 and 2001. This change resulted in the
sales of the Radioisotope Production Facility and Linear Accelerator in Texas
and termination of the commercial isotope production contract with the DOE's
prime-operating contractor in Idaho. In June of 2001, the Company relocated its
corporate headquarters to Idaho to continue the subsidiary's operations as the
new, primary focus and mission of the Company.

In support of our new mission and strategy, in 2001 new contract manufacturing
and processing agreements were put in place, a new operating facility was
obtained and licensed through the Nuclear Regulatory Commission, and new
contracts put in place with the DOE's prime-operating contractor for continued
reactor production of high specific activity cobalt. These new agreements now
fully support the Company's business products and services, which include
manufacturing nuclear medicine reference and calibration standards, processing
gemstones that have undergone treatment for color enhancement, and large volume
production of high specific activity (HSA) cobalt. We have been able to continue
steady growth in the amount of revenues generated from these business
activities. We expect continued growth and the addition of new products in 2003,
which management feels will produce sufficient cash to meet our operational
needs. However, prospective investors are cautioned regarding the speculative
nature of any forward-looking projections. For a discussion of these and other
risk factors relating to the Company when considering an investment in our
securities, see "Risk Factors."

Company Licensing, Capabilities, and Qualifications

We have a fully implemented Quality Assurance program which meets the
requirements of ANSI/ASME NQA-1 and 10 CFR 830.120. In order to support the
production of Nuclear Medicine calibration and reference standards the Company
is also a participating member of the National Institute of Standards and
Technology/ Nuclear Energy Institute's (NIST/NEI) Measurement Assurance Program
(MAP) for the radiopharmaceutical industry. This program participation ensures
that we can provide analytical methods and standards necessary for accurate
radioactivity measurement. The Company is also a registered Food and Drug
Administration (FDA) medical device manufacturer for Class I medical devices,
including Nuclear Sealed Calibration Sources (892.1400) and Nuclear Flood Source
Phantoms (892.1380).

Industry Overview and Target Markets

The industries and markets that require or involve the use of radioactive
material are diverse. Our current operations involve products that are used in a
wide variety of applications and in various markets. First, our HSA cobalt is
supplied as bulk material, which is subsequently assembled into medical devices
by our customer. Second, we are a contract manufacturer of several nuclear
medicine reference and calibrations standards used for operational checks of
various imaging and measurement systems for nuclear medicine. And third, we
support the special packaging and measurement of gemstones that have undergone
irradiation for color enhancement.

We conduct our operations in Idaho Falls, Idaho. Although the cobalt, nuclear
medicine calibration and reference standards, and gemstone products appear
diverse, they share the common links of being radioactive materials requiring
extensive process quality control. Therefore, the Company is required to have an
operating license from the Nuclear Regulatory Commission and specially trained
staff with rigorously employed quality standards to produce and process these
materials.

Products

HSA Cobalt - The Company is one of a very few sources of this material
worldwide. High Specific Activity (HSA) cobalt is used primarily in external
beam radiation medical devices such as Elekta's Leksell Gamma Knife. This device
is used for non-surgical radiation treatment of vascular deformities and
non-malignant tumors in the brain. The HSA cobalt requires three to five years
of irradiation to reach the necessary level of activity for this medical
application. We manage an inventory of approximately 800,000 curies of this
material in various stages of production, thus ensuring a long and continuous
supply of material. After irradiation the material is shipped by us directly
from the DOE reactor laboratory to the customer's facilities, thus eliminating
the need for any on site processing of the material following irradiation.

Other Reactor Produced Radioisotopes - The Company's facility and NRC license
permits processing of a wide variety of radioisotopes. We are evaluating
establishing additional radioisotope transport and processing capabilities that
would permit production and sale of various new radioisotopes using the DOE
laboratory test reactor for production and our Idaho Falls facility for
processing.

Nuclear medicine calibration and reference standards manufacturing - The Company
is an exclusive contract manufacturer to RadQual LLC for several of these types
of standards. There are approximately 6,000 nuclear medicine centers around the
U.S. and the number of these centers is expected to grow at an annual rate of
about 5%. Each of these centers has a variety of measurement and imaging systems
that require frequent use of calibration and reference standards to ensure their
proper operation. Because of the relatively short lived nature of the
radioactivity used in these standards, the customers are required to replace
them approximately once every 12 to 18 months.

Gemstone Processing - The Company has an exclusive contract with Quali-Tech Inc.
for processing gemstones. The processing involves special packaging of the
gemstones in containers, which allow them to undergo irradiation for color
enhancement. The processing we perform entails initial receipt of the gemstones,
packaging the gemstones for irradiation, managing the transport of the stones to
and from the reactor facility, and then completing post irradiation processing
of the stones before return shipment to the customer. In 2001 the production
volume of the gemstones was limited by the availability of irradiation
containers due to the difficulty involved with repairing and constructing these
containers. However, in January 2002 we had solved container construction
problems and implemented a new technology to repair containers. As a result we
have been able to double the number of containers available for irradiation of
the gemstones. During 2002, however, the general slowdown of the economy
impacted the market demand for gemstones and thus the Company's revenue
resulting from processing did not meet expectations.

Competition

HSA cobalt is produced in some other reactors, but we do not believe any in the
U.S. are capable of producing the high activity level and volume required for
meaningful commercial production. The two domestic reactor sources are the
University of Missouri Research Reactor and the High Flux Isotope Reactor
located in Oak Ridge Tennessee. There are, however, numerous foreign reactors
actively producing high and low specific activity cobalt. While the logistics of
international transport of cobalt presents some competitive barriers, the
Company must always consider the potential threat these other suppliers pose to
our HSA cobalt business.

Nuclear medicine calibration and reference standards - The Company is the
smallest of three major producers of these sources within the U.S. The Company's
customer (RadQual, LLC) has increased the number of authorized distributors and
plans to make further expansion into the market in 2003. However, there can be
no assurance of increased sales.

Gemstone processing - there is no other commercial company or reactor in the
U.S. processing irradiated gemstones. We believe there are one or two other
reactors in the world that support this business with other companies overseas.

Government Regulation

The Company has obtained a license from the Nuclear Regulatory Commission,
Region IV that permits use and possession of by-product material. The scope of
this license includes calibration and reference standard manufacturing and
distribution, radioactive gemstone processing, environmental sample analysis,
and various research and development activities. The scope and activities
permitted by this license are broad enough that it is not expected to restrict
any anticipated business activities in the coming year. The Company is also
registered as a medical device manufacturer through the U.S. Food and Drug
Administration (FDA).

RISK FACTORS

An investment in the securities offered hereby involves a high degree of risk.
In addition to the other information in this Prospectus, the following Risk
Factors should be considered carefully in evaluating an investment in the
securities offered hereby.

International Isotopes has incurred and may continue to incur losses. With the
exception of 2002, we have incurred net losses for most fiscal periods since our
inception. From inception (November 1995) through December 31, 2002 the Company
generated $17,246,225 in revenues and had an accumulated deficit (including
preferred stock dividends and returns) in the amount of $87,390,165. However,
although we cannot provide any assurance we believe the Company's continued
growth in our new business areas will produce sufficient revenue to meet our
2003 cash flow and operational needs.

We may need additional financing to continue operations. As of December 31, 2002
we have an outstanding debt of $1,046,520 on a $1.1 million revolving line of
credit account with Texas State Bank. That note matures on December 31, 2003 and
is secured with 80% of our accounts receivable and 50% of our fixed assets.
Seventy-five percent (75%) of the cash resulting from the sale of any remaining
Linac equipment must be applied to the principal of this note. Sales of about
$460,000 of this equipment are expected in 2003. We will have to negotiate an
extension of terms on this note at the end of 2003. The Company also has a
ten-year note for $909,738 at 7% interest to our former Chairman of the Board.
Principal and interest payments on this note are to be paid annually based upon
net profits of the Company (annual principal payment to equal 30% of net pre-tax
profits). At December 31, 2002, the note holder agreed to defer the April 2003
principal payment. The Company also has notes totaling $823,500 in principal
amount with several of our principal shareholders, which mature in May 2004. We
expect the holders of these notes to convert all or a portion of the outstanding
amount of these notes to equity through the exercise of rights in our rights
offering which will be completed in September 2003.

Remaining Company Obligations on the Texas State Bank Loan for the Waxahachie
Property. The Company and Texas State Bank have agreed to have the loan of
$345,295 assumed by an individual in consideration of our sale of the Waxahachie
property. Liability for this loan would, however, revert to the Company should
this individual default on the assumed note.

We will continue to be dependent upon our remaining facilities and equipment to
function properly in order to provide consistent, timely shipments of products
that meet our customers' specifications. If we experience equipment failures or
breakdowns we may be unable to satisfy our customers, which could result in the
cancellation of contracts and the loss of revenues.

There is no long-term contract in place with the DOE Contractor for continued
HSA Cobalt production. The Company has put short term specific "work for
non-government sponsor agreements" in place with the DOE contractor to continue
sales of HSA cobalt irradiated at the Idaho reactor facility. We expect that
these agreements will continue, however, there is no assurance these contracts
will be equitable or continuing.

Operational hazards (i.e., spills, faults, ventilation failure, etc.) could
result in the spread of contamination within our facility and require additional
funding to correct. An irrevocable, automatic renewable letter of credit against
a $147,000 Certificate of Deposit at Texas State Bank has been used to provide
the financial assurance required by the Nuclear Regulatory Commission for our
Idaho facility license. If a contamination event resulted in greater liability
to us we would have to borrow money or fund the liability from our future
revenue.

Government regulation could adversely affect our business. Operations within our
Idaho facility are subject to the U.S. Nuclear Regulatory Commission and Food
and Drug Administration regulations. Nuclear medicine calibration and reference
standards are licensed and regulated. To the extent these regulations are or
become burdensome, our business development could be adversely affected.

We are dependent upon key personnel. Our ongoing operations are dependent on
Steve T. Laflin, President and Chief Executive Officer. The Company is highly
dependent upon this person and the loss of this individual could have a material
adverse effect on us. We have a $2 million dollar key man life insurance policy
on Mr. Laflin and a 5-year employment agreement with him extending through
February 2007. The Company has revised our employee stock options to assist with
offering incentives and retaining key personnel. In addition, there is no
assurance the Company will be able to retain our existing personnel or attract
additional qualified employees. Loss of any of these relationships would result
in a significant decline in revenue.

We are dependent on various third parties in connection with our business
operations. The production of HSA Cobalt is dependent upon the Department of
Energy, and its prime-operating contractor, who controls the Idaho reactor and
laboratory operations. Our gemstone production is tied to an exclusive agreement
with Quali Tech Inc. Nuclear medicine calibration and reference standard
manufacturing is conducted under an exclusive contract with RadQual, LLC who in
turn has agreements in place with several companies for marketing and sales.

We are subject to competition from other companies. Each of the business areas
of the Company has direct competition from other businesses. HSA cobalt is
supplied by other reactor facilities around the world. Nuclear medicine
calibration and reference standards are being produced by several other
manufacturers in the U.S. and overseas, and there is at least one other gemstone
processor in Europe. Each of our competitors has significantly greater financial
resources than us and that could create a competitive advantage for them over
us.

Regulation of Radioisotope Production and Radioactive Waste. The manufacture of
radioisotopes, nuclear medicine calibration and reference standards, and
processing gemstones are subject to extensive federal regulation. Prior to
commencing operations in our newly leased Idaho facility, the Company obtained
approval from the Nuclear Regulatory Commission. The nuclear medicine
calibration and reference standards are licensed as Sealed Sources through the
State of Texas Department of Health. The Company's production facility does not
handle "special nuclear materials" (i.e. nuclear fuels and weapons grade
uranium, thorium and plutonium) and, therefore, is not designated as a "nuclear"
facility.

Pursuant to the Low Level Radioactive Waste Policy Act of 1980, states are
required to assure the safe disposal of mildly radioactive materials. The
Nuclear Regulatory Commission, Region IV, regulates the disposal of radioactive
waste for facilities operating in Idaho. The radioactive waste we produce falls
into the category of low-level radioactive waste.

Other Regulations. In the event we enter into agreements with suppliers to
acquire neutron-produced research and therapeutic radioisotopes we could be
subject to additional regulations of the Nuclear Regulatory Commission or the
Food and Drug Administration.

Our shares are not currently listed on a securities exchange or traded on
Nasdaq. As a result, our shares are thinly traded and there can be no assurance
that an active trading market will develop for our stock. Accordingly, owners of
our shares may have a difficult time selling large blocks of shares at market
prices.

SELLING STOCKHOLDERS

The following table shows the names of the Selling Stockholders and the number
of Shares to be sold by them pursuant to this Prospectus:

Name Number of Shares
------------ ----------------
Steve Laflin 11,000,000
Daren Lords 1,500,000
John Miller 1,500,000

PLAN OF DISTRIBUTION

The Company has been advised by the Selling Stockholders that they intend to
sell all or a portion of the Shares offered hereby from time to time in the
over-the-counter market and that sales will be made at prices prevailing at the
times of such sales. The Selling Stockholders may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act.

Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders (and, if such broker acts as agent for
the purchaser of such Shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Stockholders, Broker-dealers may
agree with the Selling Stockholders to sell a specified number of Shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Stockholders, to purchase as principal any
unsold Shares at the price required to fulfill the broker-dealer commitment to
the Selling Stockholders. Broker-dealers who acquire Shares as principal may
thereafter resell such Shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
Shares commissions computed as described above.

The Company has advised the Selling Stockholders that Regulation M promulgated
under the Exchange Act may apply to sales in the market, has furnished the
Selling Stockholders with a copy of this Regulation and has informed them of the
need for delivery of copies of this Prospectus. The Selling Stockholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the Shares against certain liabilities, including liabilities arising under
the Securities Act. Any commissions paid or any discounts or concessions allowed
to any such broker-dealers, and, if any such broker-dealers purchase Shares as
principal, any profits received on the resale of such Shares, may be deemed to
be underwriting discounts and commissions under the Securities Act.

Upon the Company's being notified by the Selling Stockholders that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a cross or block trade, the Company may, in its discretion, file a
supplemental prospectus under Rule 424(c) under the Securities Act, setting
forth the name of the participating broker-dealer(s), the number of Shares
involved, the price of which such Shares were sold by the Selling Stockholders,
the commissions paid or discounts or concessions allowed by the Selling
Stockholders to such broker-dealer(s), and where applicable, that such
broker-dealer(s) did not conduct any investigation to verify the information set
out in this Prospectus.

Any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.

There can be no assurances that the Selling Stockholders will sell any or all of
the Shares of Common Stock offered hereunder.

SECURITIES TO BE OFFERED

The Shares offered hereby are Shares of Common Stock, $.01 par value, of the
Company. Holders of Company Common Stock are entitled to one vote per share on
all matters to be voted upon by the stockholders. The holders of Company Common
Stock are entitled to receive ratably such dividends, if any, as may be declared
from time to time by the Company's Board of Directors (the "Company Board") out
of funds legally available therefore. In the event of a liquidation, dissolution
or winding up of the Company, the holders of Company Common Stock are entitled
to share ratably in all assets remaining after outstanding Shares of Company
Preferred Stock. There are no redemption or sinking fund provisions applicable
to the Company Common Stock. All outstanding Shares of Company Common Stock are
fully paid and non-assessable.

INFORMATION INCORPORATED BY REFERENCE

There are hereby incorporated by reference into this Registration Statement and
into the Prospectus relating to this Registration Statement pursuant to Rule 428
the following documents and information heretofore filed with the Commission:

1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002.

2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2003.

3. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after
the date hereof, and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part of this Registration Statement from the date of filing of
such reports and documents.

LEGAL MATTERS

The validity of the Shares of Common Stock offered hereby will be passed upon
for the Company by Locke Liddell & Sapp LLP, Austin, Texas.

EXPERTS

The consolidated balance sheets of International Isotopes Inc. and subsidiaries
as of December 31, 2002, and 2001, and the consolidated statements of
operations, stockholder deficit, and cash flows for the years then ended
incorporated by reference in this prospectus, have been included in reliance
upon the report of Hansen, Barnett & Maxwell, independent certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by International
Isotopes Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002.

(2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-KSB described in (1) above.

(3) The description of the Common Stock that is contained in the
Company's Registration Statement on Form 8-A dated August 1,
1997, filed pursuant to Section 12 of the Exchange Act, and all
amendments thereto and reports which have been filed for the
purpose of updating such description.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

As permitted by the Texas Business Corporation Act ("TBCA"), the
Company's Restated Articles of Incorporation provide that the Company will
indemnify its officers, directors, employees and agents to the fullest extent
permitted by the TBCA against actions that may arise against them in such
capacities, and to advance expenses in connection with any such actions.
Registrant's Restated Articles of Incorporation provides that directors of the
Company will not be personally liable to Registrant or its stockholders for
monetary damages for any act or omission in his capacity as a director except as
authorized under the TBCA. The TBCA provides that a corporation may indemnify a
person who was, is, or is threatened to be made a named defendant in a
proceeding because such person is or was a director if it is determined in
accordance with the provisions of the TBCA that the person (i) conducted himself
in good faith, (ii) reasonably believed, in the case of conduct in his official
capacity as director, that his conduct was in the corporation's best interests
or, in other cases, that his conduct at least was not opposed to the
corporation's interests and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. A director may not be
indemnified with respect to a proceeding in which the person is found liable on
the basis that personal benefit was improperly received by him, whether or not
the benefit resulted from an action taken in the person's official capacity, or
in which the person is found liable to the corporation. Officers, employees and
agents of a corporation are entitled to be indemnified by the corporation as,
and to the same extent provided for, directors of the corporation.

Registrant carries directors' and officers' liability insurance with an
aggregate policy limit of $2,000,000.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

(a) Exhibits

3.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company'
Registration Statement on form SB-2 (Registration No.
333-26269)).

3.2 Articles of Amendment to Restated Articles of
Incorporation.

3.3 Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form SB-2 (Registration No. 333-26269)).

4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form SB-2 (Registration No. 333-26269)).

5.1 Authorizing legal opinion of Locke Liddell & Sapp LLP with
respect to the issuance of the securities.

10.1 Copy of Company's 2002 Long Term Incentive Plan, including
forms of nonqualified Stock Option Agreement, Incentive
Stock Option Agreement and Restrictive Stock Option
Agreement (incorporated by reference to Exhibit 10.1 to
the Company's Annual Report on form 10-KSB for the year
ended December 31, 2002).

23.1 Consent of Hansen, Barnett & Maxwell.

23.2 Consent of Locke Liddell & Sapp LLP (included in Exhibit
5.1).

24 Power of Attorney (included as part of Signature page).

--------------------
*To be filed by amendment.

Item 9. Undertakings.

The Company herein undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;

Provided, however, that paragraphs (1) (i) and (1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Idaho Falls, State of Idaho on September 10,
2003.

INTERNATIONAL ISOTOPES INC.

By: /s/ Steve T. Laflin
-------------------
Steve T. Laflin
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Steve T. Laflin and Dr. Ralph M.
Richart, each of them or any one of them, as his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission and any state or other securities authority, granting unto
said attorneys-in-fact and agents and each of them or any of them, full power
and authority to do and perform each and every act in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ Dr. Ralph M. Richart Chairman of the Board September 10, 2003
------------------------ of Directors
Dr. Ralph M. Richart

/s/ Steve T. Laflin President, Chief Executive September 10, 2003
------------------- Officer, Chief Financial Officer,
Steve T. Laflin Director (Principal Executive
Officer and Principal Financial
and Accounting Officer)

/s/ Christopher Grosso Director September 10, 2003
----------------------
Christopher Grosso