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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ___Form 10-K ___Form 20-F ___Form 11-K xx Form 10-QSB
___Form N-SAR
For Period Ended: July 31, 1996
[ ] Transition Report on Form 10-K
[ ] 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:
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Read Instruction (on back page) 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:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
AQUASEARCH, INC.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
73-4460 QUEEN KA'AHUMANU HWY, SUITE 110
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City, State and Zip Code
KAILUA-KONA, HI 96740
PART II - RULES 12b-25(b) AND
If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12-b-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 reasonable effort or expense;
[XX] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, 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 of 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 the Form 10-K, 11-K, 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)
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Additional time is required to confirm the proper allocation of certain
expenses. The final allocation of these expenses affects the Registrant's
ability to adequately discuss and analyze the Registrant's financial
condition and results of operations as required in the report on Form 10-QSB.
Accordingly, the Registrant cannot timely file its required report on Form
10-QSB for the fiscal quarter ended July 31, 1996. However, the 10-QSB will
be filed on or before the allowed date under Rule 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark E. Huntley, Ph.D. (808) 326-9301
(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 answer is
no, identify report(s). xx Yes __ No
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(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? xx Yes 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.
The Company had a loss from operations of $335,503 and $795,595 for the
three and nine month periods ended July 31, 1996 compared with a loss from
operations of $73,092 and $116,821 for the three and nine month periods ended
July 31, 1995. The Company had a net loss of $335,048 and $793,324 for the
three and nine months ended July 31, 1996 compared with a net loss of $73,092
and $116,821 for the three and nine months ended July 31, 1995. The primary
reason for the increases in net loss from operations and net loss during the
current periods compared with the prior period was due to increased operating
expenses associated with the scaling up of pilot production and the increased
staffing associated therewith.
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AQUASEARCH, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 16, 1996 By: /s/ Mark E. Huntley, Ph.D.
Mark E. Huntley, Ph.D., President &
C.E.O.
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained
in or filed with the form will be made a matter of public record in
the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
