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UNITED STATES
SECURITIES AND EXCHANGE COMMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): XX Form 10-KSB Form 20-F Form 11-K Form 10-Q
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Form N-SAR
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For Period Ended: October 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;
[XXX] (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-KSB. Accordingly, the Registrant cannot timely file its required report
on Form 10-KSB for the fiscal year ended October 31, 1996. However, the
10-KSB 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
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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 approximately $1.3 million
for the fiscal year ended October 31, 1996 compared with a loss from
operations of $289,000 for the fiscal year ended October 31, 1995.
The Company had a net loss of approximately $1.3 million for the fiscal year
ended October 31, 1996 compared with a net loss of $289,000 for the fiscal
year ended October 31, 1995. The primary reason for the increases in net loss
from operations and net loss during the fiscal year ended October 31, 1996
compared with the prior fiscal year 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.
Dated: January 28, 1997 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.
