Form: NT 10-Q

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

February 17, 2009

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

FORM 12b-25

Commission File Number 000-30262

NOTIFICATION OF LATE FILING
 
 o Form 10-K
 o Form 11-K 
 o Form 20-F
 x Form 10-Q
 o Form N SAR
                                                                                                                             
 For the Transition Period Ended:  
 December 31, 2008
 
 o Transition Report on Form 10 K
 o Transition Report on Form 10-Q
 o Transition Report on Form 20-F
 o Transition Report on Form N-SAR
 o Transition Report on Form 11-K
  
 
 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
      
 Full name of registrant:
  VISUALANT, INCORPORATED
 Former name if applicable:
  
 Address of principal executive office (street and number):
 500 Union Street, Suite 406
 City, State and Zip Code:   
 Seattle, WA  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, 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
     
 o
 (c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 
 
 
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Part III.  Narrative

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

A delay in receiving financial information, questions regarding the accounting treatment of certain financial items, and the inability of the Registrant to incorporate that information into the Form 10-Q without unreasonable effort and expense on the part of Registrant has caused the inability to file timely.

Part IV.  Other Information
 
 
(1)
Name and telephone number of person to contact in regard to this notification:
 
Bradley E. Sparks                                                     206                      903-1351
(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   o 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?
o 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 Charter)
 
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 
     
       
Date: February 16, 2009
By:
/s/ Bradley E. Sparks
  
   
Name: Bradley E. Sparks 
  
   
Title: Chief Executive Officer 
  
       


Instruction.  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
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