SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
IsoRay,
Inc.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
46489V104
(CUSIP
Number)
Stephen
R. Boatwright, Esq.
Keller
Rohrback, PLC
3101
North Central Ave., Suite 900
Phoenix,
AZ 85012
(602)
248-0088
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
July
28, 2005
(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 Rule l3d-1(e), 13d-1(f) or 13d-1(g), check the following
box. €
Note.
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See
Rule
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).
CUSIP
NO. 46489V104
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13D
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Page
2 of
4 Pages
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1
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NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES
ONLY)
Anthony
Silverman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(See
Instructions)
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See
Instructions)
SC,
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(D) OR 2(E) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
682,717
(includes 259,728 shares subject to currently- exercisable
warrants and currently-convertible debentures)
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8
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SHARED
VOTING POWER
51,443
(includes 24,067 shares subject to currently convertible debentures)
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9
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SOLE
DISPOSITIVE POWER
682,717
(includes 259,728 shares subject to currently- exercisable
warrants and currently-convertible debentures)
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10
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SHARED
DISPOSITIVE POWER
51,443
(includes 24,067 shares subject to currently convertible
debentures)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,160
(includes 283,795
shares subject to currently-exercisable warrants and
currently- convertible
debentures)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.97%
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14
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TYPE
OF REPORTING PERSON
IN
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Page
3 of
4 Pages
This
Statement on Schedule 13D is the first amendment to an initial statement
on
Schedule 13D previously filed with the Securities and Exchange Commission
on August 30, 2005 (the “Schedule 13D”). This Amendment No. 1 is filed
by the Reporting Person in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, and refers only to information which has
materially changed since the filing of the Schedule 13D. The items
identified below, or the particular paragraphs of such items which are
identified below, are amended as set forth below. Unless otherwise indicated,
all capitalized terms used and not defined herein have the respective meanings
assigned to them in the Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
During
the Issuer's fiscal year ended September 30, 2003, Mr. Silverman acquired
368,236 shares of Common Stock upon the conversion of certain notes he funded
with his personal funds as part of a private placement. On July 28, 2005,
the
Issuer completed a merger which resulted in IsoRay Medical, Inc. becoming
a
wholly-owned subsidiary of the Issuer, and as part of the merger, the Issuer
issued shares of its common stock and other securities to the security holders
of IsoRay Medical, Inc. As Mr. Silverman was a beneficial owner of certain
shares of common stock, warrants to purchase common stock and debentures
convertible into common stock, all acquired with his personal funds through
various private placements, in IsoRay Medical, Inc., upon the completion
of the
merger Mr. Silverman became the beneficial owner of an additional 365,924
shares
of Common Stock (including 283,795 shares subject to currently-exercisable
warrants and currently-convertible debentures) of the Issuer.
Item
4. Purpose of Transaction.
On
July
28, 2005, Mr. Silverman was issued 365,924 shares of Common Stock (including
283,795 shares subject to currently-exercisable warrants and
currently-convertible debentures) of the Issuer as part of the Issuer's merger
with IsoRay Medical, Inc. Mr. Silverman acquired these shares of Common Stock
and the other shares of Common Stock held by him for investment
purposes.
Mr.
Silverman reserves the right to purchase additional shares of the Issuer's
Common Stock or to dispose of such securities in the open market, in privately
negotiated transactions or in any other lawful manner in the future. Except
as
set forth in this Schedule 13D, Mr. Silverman has made no proposals, and
has
entered into no agreements, which would be related to or would result in
any of
the events or matters described in parts (a) through (j) of Item 4 of Schedule
13D. However, as part of his ongoing review of investment alternatives, Mr.
Silverman may consider such matters in the future and, subject to applicable
law, may formulate a plan with respect to such events or matters, or may
hold
discussions with or make formal proposals to management or the Board of
Directors of the Issuer, other stockholders of the Issuer or other parties
regarding such matters.
Item
5. Interest in Securities of the Issuer.
(a)As
of the
date of the filing of this statement, Mr. Silverman beneficially owns 734,160
shares (includes 283,795 shares subject to currently-exercisable warrants
and
currently-convertible debentures), representing approximately 7.97% of
the
shares of Common Stock reported to be outstanding in the Issuer's Current
Report
on Form 8-K/A filed on August 15, 2005.
(b) Mr.
Silverman has the sole power to vote or to direct the vote and to dispose
or
direct the disposition of 682,717 shares of Common Stock (includes 259,728
shares subject to currently-exercisable warrants and currently-convertible
debentures) beneficially owned by him. Mr. Silverman has shared power to
vote or
to direct the vote and to dispose or direct the disposition of 51,443 shares
of
Common Stock (includes 24,067 shares subject to currently-convertible
debentures) beneficially owned by him. These 51,443 shares of Common Stock
are
held of record by Katsinam Partners, L.P., an Arizona limited partnership,
with
its principal place of business and its principal offices located at 7377
East
Doubletree Ranch Road, Suite 290, Scottsdale, Arizona 85258. Mr. Silverman
is
one of the members of Katsinam's general partner, CNTG, LLC. Katsinam Partners
has not, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has Katsinam
Partners been a party to a civil proceeding of a judicial or administrative
body
of competent jurisdiction resulting in judgment, decree or final order enjoining
future violation of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Page
4 of
4 Pages
(c)
Except
as
disclosed in this Schedule 13D, Mr. Silverman has not effected any transaction
in the Common Stock during the past 60 days.
(d) Not
applicable.
(e) Not
applicable.
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.
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Dated:
September 12, 2005 |
By: |
/s/
Anthony Silverman |
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Anthony
Silverman
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