UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25
                           Notification of Late Filing

                        Commission File Number 000-14247

                           NOTIFICATION OF LATE FILING

 (Check One): |_| Form 10-KSB |_| Form 11-K |_| Form 20-F |X| Form 10-QSB
              |_| Form N-SAR

                       For Period Ended: December 31, 2005

                      |_|   Transition Report on Form 10-KSB
                      |_|   Transition Report on Form 20-F
                      |_|   Transition Report on Form 11-K
                      |_|   Transition Report on Form 10-Q
                      |_|   Transition Report on Form N-SAR For the Transition
                            Period Ended:

  READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:_________________________________

                         PART I - REGISTRANT INFORMATION

ISORAY, INC.
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Full name of registrant

-------------------------
Former name if applicable

350 Hills Street, Suite 106
---------------------------
Address of principal executive office (Street and Number)

Richland, Washington 99354
--------------------------
City, state and zip code

                        PART II - RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

      (a) The reasons described in reasonable detail in Part III of this form
      could not be eliminated without unreasonable effort or expense;



[X]   (b) The subject annual report, semi-annual report, transition report on
      Form 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof will be filed on
      or before the 15th calendar day following the prescribed due date; or the
      subject quarterly report or transition report on Form 10-Q, or portion
      thereof will be filed on or before the fifth calendar day following the
      prescribed due date; and

      (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
      has been attached if applicable.

                              PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

The Registrant's Quarterly Report on Form 10-QSB for the period ended December
31, 2005 (the "Quarterly Report") could not be filed within the prescribed time
period since the Registrant's management needs additional time to complete its
review of the included financial statements. As a result, the Quarterly Report,
including the financial statements and the notes thereto, has not yet been
finalized.

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                           PART IV - OTHER INFORMATION

      (1)   Name and telephone number of person to contact in regard to this
            notification

      Michael Dunlop                 (509)                375-1202
      ------------------             -----                --------
      (Name)                         (Area Code)          (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

|X| Yes |_| No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

|_| Yes |X| No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                  ISORAY, INC.
                                  ------------
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date   February 14, 2006                           By   /s/ Michael Dunlop
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                                                        Michael Dunlop, CFO


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