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

FORM 10-Q/A
Amendment No. 1

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________

Commission File No. 001-33407

ISORAY, INC.
(Exact name of registrant as specified in its charter)
 
Minnesota
(State or other jurisdiction of incorporation or 
organization)
41-1458152
(I.R.S. Employer 
Identification No.)
   
 350 Hills St., Suite 106, Richland, Washington
(Address of principal executive offices)
99354
(Zip Code)

Registrant's telephone number, including area code: (509) 375-1202

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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).
Yes x     No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨       Accelerated filer ¨       Non-accelerated filer ¨
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes ¨ No x

Number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:

Class
Outstanding as of November 13, 2009
Common stock, $0.001 par value
22,942,088

 
 
 

EXPLANATORY NOTE
 
This Amendment No. 1 to IsoRay, Inc.'s Form 10-Q amends the Form 10-Q filed with the U.S. Securities and Exchange Commission on November 16, 2009 (the "Original Filing").  The Amendment is being filed for the purpose of revising Item 4 and providing revised certifications, which are attached as Exhibits 31.1 and 31.2 to this Amendment, in response to comments received from the SEC.  The only items filed herewith are Item 4, the exhibit index, the signature page and the certifications. With the exception of the foregoing, no other information in the Original Filing has been supplemented, updated or amended.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of September 30, 2009.  Based on that evaluation, our principal executive officer and our principal financial officer concluded that the design and operation of our disclosure controls and procedures were effective.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  However, management believes that our system of disclosure controls and procedures is designed to provide a reasonable level of assurance that the objectives of the system will be met.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 6. EXHIBITS
 
Exhibits:
 
31.1 
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2 
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

32 
Section 1350 Certifications

 
2
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated: March 24, 2010

 
ISORAY, INC., a Minnesota corporation
   
 
By  
/s/ Dwight Babcock
 
Dwight Babcock, Chief Executive Officer
(Principal Executive Officer)

By
/s/ Brien Ragle
 
Brien Ragle, Controller
(Principal Financial and Accounting Officer)

 
3