OMB APPROVAL
------------
OMB Number: 3235-0145
Expires: February, 28, 2009
Estimated average burden
hours per response . . . . .11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ISORAY, INC.
------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
------------------------------------------------------------------------------
(Title of Class of Securities)
46489V104
(CUSIP Number)
AUGUST 17, 2006
------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MicroCapital Fund LP
52-2286453
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] .........................................................
(b) [ ] .........................................................
3. SEC Use Only.......................................................
...................................................................
4. Citizenship or Place of Organization Delaware.....................
Number of 5. Sole Voting Power...........................................
Shares Bene-
ficially by 6. Shared Voting Power 1,600,000...............................
Owned by Each
Reporting 7. Sole Dispositive Power......................................
Person With:
8. Shared Dispositive Power 1,600,000.........................
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,600,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)......................................................
11. Percent of Class Represented by Amount in Row (9) 8.88%........
12. Type of Reporting Person (See Instructions) PN .
...............................................................................
...............................................................................
...............................................................................
...............................................................................
...............................................................................
...............................................................................
Item 1.
(a) Name of Issuer
IsoRay, Inc.
(b) Address of Issuer's Principal Executive Offices
350 Hills Street, Suite 106
Richland, WA 99354
Item 2.
(a) Name of Person Filing
This statement is being filed by MicroCapital Fund, LP (the
"Reporting Person").
(b) Address of Principal Business Office or, if none, Residence
MicroCapital Fund LP's principal place of business is located at:
623 Fifth Avenue, Suite 2502, New York, New York 10022
(c) Citizenship
Item 4 of the cover page is incorporated by reference.
(d) Title of Class of Securities
Common Stock, par value $0.001 per share
(e) CUSIP Number
46489V104
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) _____ Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) _____ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) _____ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) _____ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) _____ An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) _____ An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) _____ A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) _____ A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) _____ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) _____ Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,600,000.
(b) Percent of class: 8.88%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote _______.
(ii) Shared power to vote or to direct the vote 1,600,000.
(iii) Sole power to dispose or to direct the disposition of ______.
(iv) Shared power to dispose or to direct the disposition
of 1,600,000.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following _____.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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.
Dated August 22, 2006
MICROCAPITAL FUND LP
/s/ Ian P. Ellis
------------------------------------------------
Ian P. Ellis, Managing Member, MicroCapital LLC,
General Partner of MicroCapital Fund LP
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
EXHIBIT A
Identification and Classification of Members of the Group
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
Name Classification