NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12B-25

NOTIFICATION OF LATE FILING



(Check One):

[ ] Form 10KSB [ ] Form 20F [ ] Form 11K [X ] Form 10QSB
[ ] Form N-SAR

For the Period Ended: December 31, 2004

[ ] Transition Report on the Form 10K-SB
[ ] Transition Report on the Form 20-F
[ ] Transition Report on the Form 11-K
[ ] Transition Report on the Form 10-QSB
[ ] Transition Report on the Form N-SAR

For the Transition Period Ended:

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: Not applicable

PART I - REGISTRANT INFORMATION
-------------------------------

Full Name of Registrant: VISUALANT, INCORPORATED

Address of Principal Executive
Office (Street and Number): 500 Union Street

City, State and Zip Code: Seattle, Washington, USA 98101

PART II - RULES 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)

[X] (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-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-QSB,
or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and


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[ ] (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 the Form 10-KSB, 20-F, 11-K,
10-QSB or N-SAR or the transition report or portion thereof could not be filed
within the prescribed period.

VISUALANT, INCORPORATED (THE "COMPANY") IS NOT ABLE TO FILE ITS QUARTERLY REPORT
ON FORM 10-QSB FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 ON OR PRIOR TO
FEBRUARY 14, 2005 BECAUSE THE COMPANY'S FINANCIAL INFORMATION WAS NOT COMPILED
AND REVIEWED INTERNALLY IN A TIME FRAME TO PERMIT THE COMPANY'S INDEPENDENT
AUDITORS TO REVIEW THE FILING ON A TIMELY BASIS WITHOUT REASONABLE EFFORT OR
EXPENSE. THE COMPANY EXPECTS TO FILE THE 10-QSB WITHIN THE EXTENSION PERIOD.

PART IV - OTHER INFORMATION
---------------------------

(1) Name and telephone number of persons to contact in regard to this
notification:
Mary Hethey Telephone: 604-688-3931

(2) Have all other period 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 reports 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.


VISUALANT, INCORPORATED
-----------------------
(Name of Registrant as Specified in the Charter)

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

Date: February 11, 2005 By /s/ "Mary Hethey"
-- -------------------
Mary Hethey
Chief Financial Officer and Secretary Treasurer


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