-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ve7Z3gWA4u8bEcJ2OFX2dNe4AMDDKYKXYYnSrLowrtkuU++59pDS8jaUaFgH/Nzs DgnP+patzUtAFKd3lNhXTw== 0001144204-07-036461.txt : 20070713 0001144204-07-036461.hdr.sgml : 20070713 20070713125423 ACCESSION NUMBER: 0001144204-07-036461 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 GROUP MEMBERS: FG2 ADVISORS, LLC GROUP MEMBERS: HARVEY SAWIKIN GROUP MEMBERS: JAMES PASSIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ISOTOPES INC CENTRAL INDEX KEY: 0001038277 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 742763837 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58005 FILM NUMBER: 07978122 BUSINESS ADDRESS: STREET 1: 4137 COMMERCE CIRCLE CITY: IDAHO FALLS STATE: ID ZIP: 83401 BUSINESS PHONE: 2085245300 MAIL ADDRESS: STREET 1: 4137 COMMERCE CIRCLE CITY: IDAHO FALLS STATE: ID ZIP: 83401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Firebird Global Master Fund II, Ltd. CENTRAL INDEX KEY: 0001397017 IRS NUMBER: 980494691 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.698.9260 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 v080952_sc13d.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

International Isotopes Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

45972C102

(CUSIP Number)

Joanne Tuckman

Chief Financial Officer

FG2 Advisors, LLC

152 West 57^th Street, 24^th Floor

New York, New York 10019

(212) 698-9260

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 6, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP NO. 45972C102

1.	Names of Reporting Persons. Firebird Global Master Fund II, Ltd. I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o

	(b)	o
3.	SEC Use only
4.	Source of funds (See Instructions) WC
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power
			8.	Shared Voting Power 12,693,255
			9.	Sole Dispositive Power
			10.	Shared Dispositive Power 12,693,255

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,693,255
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.30 %
14.	Type of Reporting Person (See Instructions) OO

CUSIP NO. 45972C102

1.	Names of Reporting Persons. FG2 Advisors, LLC I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o

	(b)	o
3.	SEC Use only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power
			8.	Shared Voting Power 12,693,255
			9.	Sole Dispositive Power
			10.	Shared Dispositive Power 12,693,255

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,693,255
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.30 %
14.	Type of Reporting Person (See Instructions) IA

CUSIP NO. 45972C102

1.	Names of Reporting Persons. James Passin I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o

	(b)	o
3.	SEC Use only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power
			8.	Shared Voting Power 12,693,255
			9.	Sole Dispositive Power
			10.	Shared Dispositive Power 12,693,255

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,693,255
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.30 %
14.	Type of Reporting Person (See Instructions) IN

CUSIP NO. 45972C102

1.	Names of Reporting Persons. Harvey Sawikin I.R.S. Identification Nos. of above persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o

	(b)	o
3.	SEC Use only
4.	Source of funds (See Instructions) OO
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power
			8.	Shared Voting Power 12,693,255
			9.	Sole Dispositive Power
			10.	Shared Dispositive Power 12,693,255

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,693,255
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.30 %
14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”) of International Isotopes Inc., a Texas corporation (the “Issuer”). The address of the executive offices of the Issuer is 4137 Commerce Circle, Idaho Falls, Idaho, 83401.

Item 2.

Identity and Background

(a-f) This Schedule 13D is being filed by Firebird Global Master Fund II, Ltd. (the “Fund”), FG2 Advisors, LLC (“FG2”), James Passin (“Mr. Passin”) and Harvey Sawikin (“Mr. Sawikin” and together with FG2, the Fund and Mr. Passin, the “Reporting Persons”).

James Passin, a citizen of the United States of America, has a business address of 152 West 57th Street, 24th Floor, New York, NY 10019. His principal occupation is manager and controlling principal of FG2 and of FGS Advisors, LLC (“FGS”). Harvey Sawikin, a citizen of the United States of America, has a business address of 152 West 57th Street, 24th Floor, New York, NY 10019. His principal occupation is manager and controlling principal of Firebird Management, LLC, and he is also a controlling principal of FG2 and of FGS.

FG2 is a New York limited liability company which has its principal office at 152 West 57th Street, 24th Floor, New York, NY 10019. The principal business of FG2 is to serve as investment manager to the Fund and to control the investing and trading in securities of the Fund. The principal business of the Fund is to invest and trade in securities.

During the past five years, none of the Reporting Persons have been: (i) convicted in any criminal proceeding, or (ii) a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The source of the $84,937 used on July 6, 2007 to purchase shares of Common Stock, and of the funds used by the Fund to make all prior and subsequent purchases of shares of Common Stock, was the working capital of the Fund.

Item 4.

Purpose of Transaction

On behalf of the Fund, FG2 has directed the purchase of the Common Stock reported by them as an investment for the Fund. FG2 and the Fund share investment power and voting power with respect to the Common Stock reported by them. Mr. Passin and Mr. Sawikin, who serve as the control persons of FG2, share investment power and voting power with respect to the Common Stock reported by FG2 and the Fund. The Reporting Persons acquired the Common Stock because FG2 considered the Common Stock to be an attractive investment opportunity. FG2 may cause the Fund to make further acquisitions of Common Stock from time to time or to dispose of any or all of the shares of Common Stock held by the Fund at any time.

FG2 intends to review continuously the Fund’s investment in the Issuer and may in the future change its present course of action. Depending upon a variety of factors, including, without limitation, current and anticipated future trading prices of the Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, FG2 may cause the sale of all or part of the Shares held by the Fund, or may cause the purchase of additional Shares or other securities of the Issuer, in privately negotiated transactions, as part of a cash tender offer or exchange offer, or otherwise. Any such purchases or sales may be made at any time without prior notice. Depending upon the foregoing factors or other factors not listed herein, the Reporting Persons may formulate other purposes, plans or proposals with respect to the Issuer, the Common Stock or other equity securities of the Issuer.

The foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of the actions set forth above. Except as otherwise described in this Item 4, the Reporting Persons currently have no plan or proposal which relates to, or would result, in any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although the Reporting Persons reserve the right to formulate such plans or proposals in the future.

Item 5.

Interest in Securities of the Issuer

(a and b) As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 12,693,255 shares of Common Stock (the “Shares”), which represents 5.30% of Issuer’s total outstanding Common Stock, and they share voting and dispositive power over these Shares. As of July 13, 2007, the Shares represented 5.30% of the total 239,619,693 shares of Common Stock outstanding of the Issuer.

(c) During the past sixty days, FG2, on behalf of the Fund, effected the following purchases of shares of Common Stock in open market transactions:

Date	Price per Share	Number of Shares Purchased
5/30/2007	$0.17	255,000
5/31/2007	$0.17	400,000
6/1/2007	$0.17	400,000
6/4/2007	$0.17	500,000
6/5/2007	$0.18	500,000
6/6/2007	$0.19	67,700
6/7/2007	$0.21	10,000
6/8/2007	$0.21	25,000
6/15/2007	$0.20	100,000
6/25/2007	$0.22	200,000
6/26/2007	$0.22	10,000
6/29/2007	$0.22	65,000
7/2/2007	$0.23	200,000
7/3/2007	$0.24	175,000
7/5/2007	$0.25	95,000
7/6/2007	$0.28	303,000
7/12/2007	$0.3205	500,000

(d) Other than the Fund, which directly holds the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On March 21, 2007, the Fund entered into a Securities Purchase Agreement with the Issuer, whereby the Fund received a Class C Warrant, exercisable for 5,555,555 shares of Common Stock at an exercise price of $0.10 per share and a Class D Warrant, exercisable for 5,555,555 shares of Common Stock at an exercise price of $0.11 per share. According to their terms, neither the Class C Warrant nor the Class D Warrant is exercisable within 60 days of the date of this Schedule 13D and as such, are not included in the shares reported as beneficially owned by the Reporting Persons in this Schedule 13D. The forms of the Class C Warrant and the Class D Warrant were filed by the Issuer as Exhibits 4.1 and 4.2, respectively, to the Issuer’s Form 8-K, filed on March 26, 2007.

By virtue of the relationship between the Reporting Persons, as described in Item 2, the Reporting Persons may be deemed to be a "group" under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, Mr. Passin, Mr. Sawikin, and FG2 expressly disclaim beneficial ownership of any of the shares of Common Stock beneficially owned by the Fund and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any of Mr. Passin, Mr. Sawikin, or FG2 is a beneficial owner of any such shares.

Item 7.

Material to Be Filed as Exhibits

1. Joint Filing Agreement.

2. Form of Class C Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Form 8-K filed on March 26, 2007).

3. Form of Class D Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Form 8-K filed on March 26, 2007).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 13, 2007		FG2 Advisors, LLC


		/s/ James Passin
		Name: James Passin
		Title: Principal

		Firebird Global Master Fund II, Ltd.


		/s/ James Passin
		Name: James Passin
		Title: Director


		/s/ James Passin
		Name: James Passin


		/s/ Harvey Sawikin
		Name: Harvey Sawikin

EX-1 2 v080952_ex1.htm Unassociated Document

EXHIBIT 1

JOINT FILING AGREEMENT

FG2 Advisors, LLC, Firebird Global Master Fund II, Ltd., James Passin, and Harvey Sawikin, in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such person or entity, that each such person or entity is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person or entity contained therein.

Date: July 13, 2007		FG2 Advisors, LLC


		/s/ James Passin
		Name: James Passin
		Title: Principal

		Firebird Global Master Fund II, Ltd.


		/s/ James Passin
		Name: James Passin
		Title: Director


		/s/ James Passin
		Name: James Passin


		/s/ Harvey Sawikin
		Name: Harvey Sawikin

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