SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ____________)*
(Name
of
Issuer)
(Title
of
Class of Securities)
(CUSIP
Number)
Stephen
R. Boatwright, Esq.
Keller
Rohrback, PLC
3101
North Central Ave., Suite 900
Phoenix,
AZ 85012
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
(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. o
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).
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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)
Karen
Thompson
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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
|
SOURCE
OF FUNDS (See
Instructions)
SC
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(D) OR 2(E) o
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
29,550
|
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8
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SHARED
VOTING POWER
888,529
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9
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SOLE
DISPOSITIVE POWER
29,550
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10
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SHARED
DISPOSITIVE POWER
888,529
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,079
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES o
CERTAIN
SHARES
|
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.28%
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14
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TYPE
OF REPORTING PERSON
IN
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Page 3 of 4
Item
1. Security and Issuer.
This
statement on Schedule 13D relates to the Common Stock, par value $0.001 per
share (the "Common Stock") of IsoRay, Inc., a Minnesota corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 350
Hills Street, Suite 106, Richland, Washington 99354.
Item
2. Identity and Background.
This
statement on Schedule 13D is being filed by Karen Thompson
("Ms. Thompson"). Ms. Thompson is a resident of the United States.
Ms.
Thompson is a diagnostic imaging information services manager, and a Director
of
the Issuer's subsidiary, IsoRay Medical, Inc. Ms. Thompson's residence address
is 285 Dondero Way, San Jose, California 95119.
Ms.
Thompson has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has
Ms.
Thompson 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.
Item
3. Source and Amount of Funds or Other Consideration.
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 Ms. Thompson was a beneficial owner of
certain shares of common stock in IsoRay Medical, Inc., upon the completion
of
the merger Ms. Thompson became the beneficial owner of 918,079 shares of
Common
Stock of the Issuer without the expenditure of any funds.
Item
4. Purpose of Transaction.
On
July
28, 2005, Ms. Thompson was issued 918,079 shares of Common Stock of the Issuer
as part of the Issuer's merger with IsoRay Medical, Inc. Ms. Thompson acquired
these shares of Common Stock for investment purposes.
Ms.
Thompson 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, Ms. Thompson 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 her ongoing review of investment alternatives, Ms.
Thompson 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.
Page 4
of 4
Item
5. Interest in Securities of the Issuer.
(a) As
of the
date of the filing of this statement, Ms. Thompson beneficially owns 918,079
shares, representing approximately 10.28% 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) Ms.
Thompson has the sole power to vote or to direct the vote and to dispose
or
direct the disposition of 29,550 shares of Common Stock beneficially owned
by
her. Ms. Thompson has shared power to vote or to direct the vote and to dispose
or direct the disposition of 888,529 shares of Common Stock beneficially
owned
by her. These 888,529 shares of Common Stock are held of record by the Lawrence
Family Trust, organized under the laws of California, with its business address
at 285 Dondero Way, San Jose, California 95119. Ms. Thompson is a trustee
and
one of four beneficiaries of the Lawrence Family Trust. The Lawrence Family
Trust has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has
the
Lawrence Family Trust 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.
(c) Except
as
disclosed in this Schedule 13D, Ms. Thompson has not effected any transaction
in
the Common Stock during the past 60 days.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect
to
Securities of the Issuer.
None
Item
7. Material To Be Filed As Exhibits.
None
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 17, 2005
/s/
Karen Thompson
Karen
Thompson