UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





x     QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2012








o      TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT





For the transition period from _______ to ________





Commission File number               000-30262











VISUALANT, INCORPORATED (Exact name of registrant as specified in charter)








Nevada
91-1948357(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)500 Union Street, Suite 406, Seattle, Washington USA
98101(Address of principal executive offices)
(Zip Code)








206-903-1351(Registrant's telephone number, including area code)N/A(Former name, address, and fiscal year, if changed since last report)








Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o





Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).





Large accelerated filer  o            Accelerated filer  o            Non-accelerated filer  o            Smaller reporting company  x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes oNo x





The number of shares of common stock, $.001 par value, issued and outstanding as of August 10, 2012: 82,223,093 shares













1








TABLE OF CONTENTSPage NumberPART I
FINANCIAL INFORMATION
3ITEM 1
Financial Statements (unaudited except as noted)
3Consolidated Balance Sheets as of June 30, 2012 and September 30, 2011 (audited)
3Consolidated Statements of Operations for the three months and nine months ended June 30, 2012 and 2011
4Consolidated Statements of Cash Flows for the nine months ended June 30, 2012 and 2011
5Notes to the Financial Statements.
6ITEM 2
Management's Discussion and Analysis of Financial Condition and Results of Operation
16ITEM 3
Quantitative and Qualitative Disclosures About Market Risk
20ITEM 4
Controls and Procedures
20PART II
OTHER INFORMATION
21ITEM 1A.
Risk Factors
21ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
23ITEM 5
Other Information
24ITEM 6
Exhibits and Reports on Form 8-K
24SIGNATURES
25






































2











ITEM 1.
FINANCIAL STATEMENTS
 
 VISUALANT, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS




June 30, 2012


September 30, 2011ASSETS

(unaudited)


(audited)CURRENT ASSETS:Cash and cash equivalents

$
3,085,605


$
92,313Accounts receivable, net of allowance of $16,750 and $16,750, respectively


711,920



823,724Prepaid expenses


244,076



283,204Inventories


393,474



454,588Refundable tax assets


24,160



9,080Total current assets


4,459,235



1,662,909EQUIPMENT, NET


471,834



522,668OTHER ASSETSIntangible assets, net


928,043



1,143,090Goodwill


983,645



983,645Other assets


1,091



1,091TOTAL ASSETS

$
6,843,848


$
4,313,403LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable - trade

$
1,340,119


$
1,206,100Accounts payable - related parties


235,192



8,093Accrued expenses


199,120



155,267Accrued expenses - related parties


856,968



783,732Deferred revenue


916,667



-Convertible notes payable


975,000



1,175,000Note payable - current portion of long term debt


2,507,491



1,537,191Total current liabilities


7,030,557



4,865,383LONG TERM  LIABILITIES:Long term debt


5,640



1,014,582STOCKHOLDERS' DEFICIT:Preferred stock - $0.001 par value, 50,000,000 shares authorized, no sharesissued and outstanding


-



-Common stock - $0.001 par value, 200,000,000 shares authorized, 79,434,463and 49,065,669 shares issued and outstanding at 6/30/12 and 9/30/11, respectively


79,434



49,066Additional paid in capital


12,811,400



9,524,577Accumulated deficit


(13,111,533
)


(11,184,033
)Total stockholders' deficit


(220,699
)


(1,610,390
)Noncontrolling interest


28,350



43,828TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
6,843,848


$
4,313,403




The accompanying notes are an integral part of these consolidated financial statements.







3


VISUALANT, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS




Three Months Ended,


Nine Months Ended,June 30, 2012


June 30, 2011


June 30, 2012


June 30, 2011(unaudited)


(unaudited)


(unaudited)


(unaudited)REVENUE

$
1,813,625


$
2,102,672


$
5,525,785


$
7,036,826COST OF SALES


1,457,420



1,678,816



4,512,899



5,854,872GROSS PROFIT


356,205



423,856



1,012,886



1,181,953RESEARCH AND DEVELOPMENT EXPENSES


23,000



82,509



99,000



94,509SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


1,076,134



1,248,118



2,754,050



2,725,948OPERATING LOSS


(742,929
)


(906,771
)


(1,840,164
)


(1,638,504
)OTHER INCOME (EXPENSE):Interest expense


(12,261
)


(47,768
)


(128,503
)


(149,494
)Other income


7,610



5,539



19,758



60,791Total other expense


(4,651
)


(42,229
)


(108,745
)


(88,703
)LOSS BEFORE INCOME TAXES


(747,580
)


(949,000
)


(1,948,909
)


(1,727,207
)Income taxes - current benefit


(9,965
)


(1,242
)


(24,159
)


(7,414
)NET LOSS


(737,615
)


(947,758
)


(1,924,750
)


(1,719,794
)NONCONTROLLING INTEREST


(786
)


1,739



2,750



9,476NET LOSS ATTRIBUTABLE TO VISUALANT, INC. AND SUBSIDIARIES COMMON SHAREHOLDERS

$
(736,829
)

$
(949,497
)

$
(1,927,500
)

$
(1,729,270
)Basic and diluted loss per common share  attributable to Visualant, Inc. and subsidiaries common shareholders-Basic and diluted loss per share

$
(0.01
)

$
(0.02
)

$
(0.03
)

$
(0.04
)Weighted average shares of common stock outstanding- basic and diluted


67,597,374



44,987,846



59,398,032



40,959,996




The accompanying notes are an integral part of these consolidated financial statements.


















4




VISUALANT, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Nine Months Ended,June 30, 2012


June 30, 2011(unaudited)


(unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(1,927,500
)

$
(1,719,794
)Adjustments to reconcile net loss to net cash(used in) operating activitiesDepreciation and amortization


258,870



247,142Issuance of capital stock for services and expenses


229,000



590,305Issuance of capital stock for accrued liabilities


11,454



-Stock based compensation


250,069



51,607(Loss) on sale of assets


(7,189
)


(2,672
)Changes in operating assets and liabilities:Accounts receivable


111,804



(27,787
)Prepaid expenses


39,128



(251,424
)Inventory


61,114



103,058Other assets


-



(41,843
)Accounts payable - trade and accrued expenses


478,206



(153,265
)Deferred revenue


916,667



-Income tax receivable


(15,080
)


-CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES


406,543



(1,204,673
)CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


5,301



(114,715
)Proceeds from sale of equipment


8,302



8,299NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:


13,603



(106,416
)CASH FLOWS FROM FINANCING ACTIVITIES:Payments on line of credit


(1,734
)


(20,526
)Repayment of debt


(26,822
)


(650,000
)Proceeds from the issuance of common stock


2,626,669



886,149Repayments of capital leases


(9,489
)


(19,815
)Proceeds from the issuance of convertible debt


-



1,300,000Change in noncontrolling interest


(15,478
)


(18,987
)NET CASH PROVIDED BY FINANCING ACTIVITIES


2,573,146



1,476,821NET INCREASE IN CASH AND CASH EQUIVALENTS


2,993,292



165,732CASH AND CASH EQUIVALENTS, beginning of period


92,313



83,937CASH AND CASH EQUIVALENTS, end of period

$
3,085,605


$
249,669Supplemental disclosures of cash flow information:Interest paid

$
12,458


$
150,395Taxes paid

$
-


$
-Non-cash investing and financing activities:Debenture converted to common stock

$
200,000


$
350,000Issuance of common stock for acquisition

$
-


$
200,000Issuance of common stock for conversion of liabilities

$
-


$
260,225Issuance of note payable for acquisition

$
-


$
100,000Acquisition of leased equipment

$
597


$
-
 
 The accompanying notes are an integral part of these consolidated financial statements.


5
  VISUALANT, INCORPORATED AND SUBSIDIARIES
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
ORGANIZATION
 
 Visualant, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 8, 1998 with authorized common stock of 200,000,000 shares at $0.001 par value. On September 13, 2002, 50,000,000 shares of preferred stock with a par value of $0.001 were authorized by the shareholders.  There are no preferred shares issued and the terms have not been determined.
 
 The accompanying unaudited consolidated financial statements of the Company and our subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements for the periods ended June 30, 2012 and 2011 are unaudited and include all adjustments necessary to a fair statement of the results of operations for the periods then ended. All such adjustments are of a normal, recurring nature. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for a full fiscal year. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011 as filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2011.
 
 2.
GOING CONCERN
 
 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $2,395,525 and $1,146,796 for the years ended September 30, 2011 and 2010, respectively. Our current liabilities exceeded our current assets by approximately $3.2 million as of September 30, 2011.  Our net cash used in operating activities was $1.3 million for the year ended September 30, 2011.
 
 As of June 30, 2012, the Company had $3,085,605 in cash. The Company needs to obtain additional financing to implement  its business plan and service our debt repayments. However, there can be no assurance that financing or additional funding will be available to the Company on favorable terms or at all. If the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders.
 
 The Company anticipates that it will record losses from operations for the foreseeable future. As of June 30, 2012, our accumulated deficit was $13.1 million.  The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings. These conditions raise substantial doubt about our ability to continue as a going concern. The audit report prepared by our independent registered public accounting firm relating to our financial statements for the year ended September 30, 2011 includes an explanatory paragraph expressing the substantial doubt about our ability to continue as a going concern.
 
 Continuation of the Company as a going concern is dependent upon obtaining additional working capital.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
 
 3.
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS
 
 PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Inter-Company items and transactions have been eliminated in consolidation.
 
 CASH AND CASH EQUIVALENTS - The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. Beginning December 31, 2010 and through December 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit.  As of June 30, 2012, the Company had no uninsured cash.
 
 ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS - Accounts receivable consists primarily of amounts due to the Company from normal business activities. The Company maintains an allowance for doubtful accounts to reflect the expected non-collection of accounts receivable based on past collection history and specific risks identified within the portfolio. If the financial condition of the customers were to deteriorate resulting in an impairment of their ability to make payments, or if payments from customers are significantly delayed, additional allowances might be required.
 
 
  6
  INVENTORIES - Inventories consist primarily of printers and consumable supplies, including ribbons and cards, badge accessories, capture devices, and access control components held for resale and are stated at the lower of cost or market on the first-in, first-out (“FIFO”) method.  Inventories are considered available for resale when drop shipped and invoiced directly to a customer from a vendor, or when physically received by TransTech at a warehouse location.  The company records a provision for excess and obsolete inventory whenever an impairment has been identified. There is a $10,000 reserve for impaired inventory as of June 30, 2012 and September 30, 2011.
 
 EQUIPMENT - Equipment consists of machinery, leasehold improvements, furniture and fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 3-10 years, except for leasehold improvements which are depreciated over 20 years.
 
 INTANGIBLE ASSETS / INTELLECTUAL PROPERTY - The Company amortizes the intangible assets and intellectual property acquired in connection with the acquisition of TransTech Systems, Inc. (“TransTech”), over sixty months on a straight - line basis, which was the time frame that the management of the Company was able to project forward for future revenue, either under agreement or through expected continued business activities.  Intangible assets and intellectual property acquired from RATLab LLC (“RATLab”) are recorded likewise.
 
 GOODWILL – Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. With the adoption of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level. Reporting units are one level below the business segment level, but are combined when reporting units within the same segment have similar economic characteristics. Under the criteria set forth by ASC 350, the Company has one reporting unit based on the current structure.  An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit.  The Company performs annual assessments and has determined that no impairment is necessary.
 
 LONG-LIVED ASSETS - The Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results.
 
 FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company has adopted FASB Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements”, for assets and liabilities measured at fair value on a recurring basis. Topic 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
 
 Level 1:
Observable inputs such as quoted market prices in active markets for identical assets or liabilities.Level 2:
Observable market-based inputs or unobservable inputs that are corroborated by market dataLevel 3:
Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
 
 All cash and cash equivalents include money market securities and commercial paper are considered to be highly liquid and easily tradable as of June 30, 2012. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy.
 
 The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, taxes payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for a similar financial arrangement at June 30, 2012.
 
 In addition, Topic 820 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its qualifying financial instruments.
  7
  REVENUE RECOGNITION – TransTech revenue is derived from other products and services. Revenue is considered realized when the services have been provided to the customer, the work has been accepted by the customer and collectability is reasonably assured. Furthermore, if an actual measurement of revenue cannot be determined, we defer all revenue recognition until such time that an actual measurement can be determined. If during the course of a contract management determines that losses are expected to be incurred, such costs are charged to operations in the period such losses are determined. Revenues are deferred when cash has been received from the customer but the revenue has not been earned. The Sumitomo Precision Products License fee is being recorded as revenue over the life the Joint Development Agreement discussed below. The Company recorded deferred revenue of $916,667 and $0 as of June 30, 2012 and 2011, respectively.
 
 STOCK BASED COMPENSATION - The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit.  Grants of stock options and stock to non-employees and other parties are accounted for in accordance with the ASC 505.
 
 INCOME TAXES - Income tax benefit is based on reported loss before income taxes. Deferred income taxes reflect the effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws where that company operates out of. The Company recognizes refundable and deferred assets to the extent that management has determined their realization. As of June 30, 2012 and September 30, 2011, the Company had refundable tax assets related to TransTech of $24,160 and $9,080, respectively.
 
 NET LOSS PER SHARE – Under the provisions of ASC 260, “Earnings Per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of June 30, 2012, there were options outstanding for the purchase of 9,020,000 common shares, warrants for the purchase of 4,977,051 common shares, and an undetermined number shares of common stock related to convertible debt, which could potentially dilute future earnings per share. As of June 30, 2011, there were options outstanding for the purchase of 6,920,000 common shares, warrants for the purchase of 4,377,050 common shares, and an undetermined number shares of common stock related to convertible debt, which could potentially dilute future earnings per share.
 DIVIDEND POLICY - The Company has never paid any cash dividends and intends, for the foreseeable future, to retain any future earnings for the development of our business. Our future dividend policy will be determined by the board of directors on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
 
 USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 RECLASSIFICATION - Certain reclassifications have been made to the Company’s financial statements for prior periods to conform to the current presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.
 
 RECENT ACCOUNTING PRONOUNCEMENTS
 
 A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to our consolidated financial statements.
 
  4.
DEVELOPMENT OF SPECTRUM PATTERN MATCHING TECHNOLOGY
 
 
 The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti-counterfeiting, forgery/fraud prevention, brand protection, process control applications, and diagnostics.  The Company’s patented and patent-pending technology uses controlled illumination with specific bands of light, to establish a unique spectral signature for both individual and classes of items.  When matched against existing databases, these spectral signatures allow precise identification and authentication or diagnostics of any item or substance.  This breakthrough optical sensing and data capture technology is called Spectral Pattern Matching (SPM). SPM technology lends itself to flexible form factors and can be miniaturized, and is easily integrated into a variety of hand-held or fixed mount configurations, and can be a stand-alone device or combined in the same package as a bar-code or biometric scanner.
    8
 
 On September 6, 2011, the Company announced that it was issued US Patent No. 7,996,173, entitled “Method, Apparatus and Article to Facilitate Distributed Evaluation of Objects Using Electromagnetic Energy,” by the United States Office of Patents and Trademarks.
 
 On January 19, 2012, the Company announced that it was issued US Patent No. 8,081,304, entitled “Method, Apparatus and Article to Facilitate Evaluation of Objects Using Electromagnetic Energy” by the United States Office of Patents and Trademarks.
 
 On March 20, 2012, the Company announced that it was issued US Patent No. 8,076,630, entitled “System and Method of Evaluating an Object Using Electromagnetic Energy” by the United States Office of Patents and Trademarks.
 
 The Company is pursuing an aggressive patent strategy to expand our unique intellectual property in the United States and Japan.
 
 5.
JOINT DEVELOPMENT AGREEMENT WITH SUMITOMO PRECISION PRODUCTS CO., LTD.
 
 On May 31, 2012, the Company entered into a Joint Research and Product Development Agreement (the “Joint Development Agreement”) with Sumitomo Precision Products Co., Ltd. (“SPP”), a publicly-listed Japanese corporation for the commercialization of Visualant’s SPM technology.  A copy of the Joint Development Agreement was filed by the Company with its Form 8-K filed June 4, 2012.
 
 SPP invested $2,250,000 in exchange for 17,307,693 shares of restricted common shares priced at $0.13 per share that was funded on June 21, 2012.  SPP also paid the Company an initial payment of $1 million in accordance with the terms of the License Agreement filed by the Company with its Form 8-K filed June 4, 2012. A running royalty for the license granted under the License Agreement will be negotiated at the completion of the Joint Development Agreement.
 
 The parties have been working together since 2011, developing and testing the SPM products, analyzing the market potential for the SPM technology and developing a product plan.
 
 SPP is publicly traded on the Tokyo and Osaka Stock Exchanges and has operations in Japan, United States, China, United Kingdom, Canada and other parts of the world. Additional details are available at http://www.spp.co.jp/English/index2-e.html.
 
 6.
ACCOUNTS RECEIVABLE/CUSTOMER CONCENTRATION
 
 Accounts receivable were $711,920 and $823,724, net of allowance, as of June 30, 2012 and September 30, 2011, respectively. The Company had no customers in excess of 10% of our consolidated revenues for the nine months ended June 30, 2012. The Company had no customers with accounts receivable in excess of 10% as of June 30, 2012. The Company does expect to have customers with consolidated revenues or accounts receivable balances of 10% of total accounts receivable in the foreseeable future.
 
 7.
INVENTORIES
 
 Inventories were $393,474 and $454,588 as of June 30, 2012 and September 30, 2011, respectively. Inventories consist primarily of printers and consumable supplies, including ribbons and cards, badge accessories, capture devices, and access control components held for resale. There is a $10,000 reserve for impaired inventory as of June 30, 2012 and September 30, 2011.
 
 8.
FIXED ASSETS
 
 Fixed assets, net of accumulated depreciation, were $471,834 and $522,668 as of June 30, 2012 and September 30, 2011, respectively. Accumulated depreciation was $588,208 and $554,884 as of June 30, 2012 and September 30, 2011, respectively. Total depreciation expense was $43,823 and $59,677 for the nine months ended June 30, 2012 and 2011, respectively. All equipment is used for selling, general and administrative purposes and accordingly all depreciation is classified in selling, general and administrative expenses
 
   9
  Property and equipment as of June 30, 2012 was comprised of the following:


Estimated

June 30, 2012Useful Lives

Purchased


Capital Leases


TotalMachinery and equipment
3-10 years

$
117,106


$
87,039


$
204,145Leasehold improvements
20 years


600,000



-


$
600,000Furniture and fixtures
3-10 years


45,676



101,260


$
146,936Software and websites
3- 7 years


64,112



44,849


$
108,961Less: accumulated depreciation



(388,497
)


(199,711
)

$
(588,208
)$
438,397


$
33,437


$
471,834




9.
INTANGIBLE ASSETS





Intangible assets as of June 30, 2012 and September 30, 2011 consisted of the following:




Estimated

June 30,


September 30,Useful Lives

2012


2011Customer contracts
5 years

$
1,433,645


$
1,433,645Less: accumulated amortization



(505,602
)


(290,555
)Intangible assets, net


$
928,043


$
1,143,090





Total amortization expense was $215,047 and $153,298 for the nine months ended June 30, 2012 and 2011, respectively.


The fair value of the TransTech intellectual property acquired was $983,645, estimated by using a discounted cash flow approach based on future economic benefits associated with agreements with customers, or through expected continued business activities with its customers. In summary, the estimate was based on a projected income approach and related discounted cash flows over five years, with applicable risk factors assigned to assumptions in the forecasted results.
 
 The fair value of the RATLab intellectual property acquired was $450,000 estimated by using a discounted cash flow approach based on future economic benefits associated with agreements with customers, or through expected continued business activities with its customers. In summary, the estimate was based on a projected income approach and related discounted cash flows over five years, with applicable risk factors assigned to assumptions in the forecasted results.
 
 10.
ACCOUNTS PAYABLE
 
 Accounts payable were $1,340,119 and $1,206,100 as of June 30, 2012 and September 30, 2011, respectively. Such liabilities consisted of amounts due to vendors for inventory purchases and technology development, external audit, legal and other expenses incurred by the Company.  TransTech had 4 vendors (39.6%, 13.7%, 13.6% and 13.5%) with accounts payable in excess of 10% of its accounts payable as of June 30, 2012. The Company does expect to have vendors with accounts payable balances of 10% of total accounts payable in the foreseeable future.
 
 11.
CONVERTIBLE NOTES PAYABLE
 
 On May 19, 2011, the Company entered into a Securities Purchase Agreement (“Agreement”) with Gemini Master Fund, Ltd. (“Gemini”) and Ascendiant Capital Partners, LLC (“Ascendiant”) or jointly (“Investors”) pursuant to which the Company issued $1.2 million in principal amount of 10% convertible debentures due May 1, 2012, together with 5-year warrants to purchase 2,400,000 shares of the Company’s common stock. The purchase price for the debentures was 83.3% of the face amount, resulting in the Company receiving $1.0 million, less legal fees, placement agent fees and expenses as set forth below.
 
 Conversions are as follows:
 
 On September 8, 2011, Gemini converted $25,000 and interest of $760 into 311,516 shares of common stock at $.0827 per share. On October 21, 2011, Gemini converted $100,000 and interest of $4,247 into 2,619.261 shares of common stock at $.04 per share. On February 7, 2012, Gemini converted $100,000 and interest of $7,205 into 2,434.828 shares of common stock at $.044 per share.
 
 On July 10, 2012, Gemini converted $75,000 and interest of $8,568 into 1,671.378 shares of common stock at $.050 per share.
  10
  On July 23, 2012, Ascendiant converted $50,000 and interest of $5,863 into 1,117,260 shares of common stock at $.050 per share.
 
 On March 12, 2012, the Company and Investors entered into First Amendment to Securities Purchase Agreement and Debentures (“Amendment”). The Amendment extended the maturity date of the convertible debentures from May 1, 2012 to September 30, 2012. In addition, the additional investment and participation rights as defined in the Agreement were extended from May 1, 2012 to September 30, 2012.
 
 Under the terms of the Agreement, the debentures, including the amount of accrued interest thereon, are convertible at the option of the holder into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $0.50 per share, or (ii) 70% of the average of the three lowest prices during the 20 trading days preceding the conversion date, subject to a floor conversion price of $0.35 per share, provided that the Company pays to the holder a compensatory amount in cash to adjust for the difference between the conversion price and $0.35 per share. The warrants for 2.4 million shares are exercisable at a price of $0.50 per share for five years. The Agreement also provides for an additional $1.0 million investment option by the Investors to purchase an additional $1.2 million in aggregate principal amount of debentures on or before the one-year anniversary date of the Agreement (subsequently extended to September 30, 2012).  The conversion price of these additional debentures is equal to the lesser of (i) $1.00 per share, or (ii) 70% of the average of the three lowest prices during the 20 trading days preceding the conversion date, subject to a floor conversion price of $0.70 per share subject to adjustment. The Company filed a registration statement on Form S-1 to register the resale of all shares issuable in connection with the convertible debentures and warrants and have it declared effective within ninety days of the closing of the transaction.
 
 The Company paid legal fees and expenses in the amount of $12,500. Visualant also paid $80,000 or 8.0% of the cash received and issued a five-year warrant for 192,000 shares in placement agent fees to Ascendiant Capital Markets LLC.
 
 The Company filed a registration statement on Form S-1, which was declared effective on August 29, 2011, to register 15,340,361 shares of its common stock, including (i) up to 5,400,000 shares of our common stock for Gemini issuable on  conversion and the exercise of a warrant issued to Gemini and (ii) up to 1,992,000 shares of our common stock for Ascendiant issuable on conversion of debt and the  exercise of a warrant issued to Ascendiant.  From the effective date of the registration statement through June 30, 2012, 5,365,605 shares of the Company’s common stock have been issued to Gemini upon conversion of $225,000 of the convertible debentures and interest of $12,664 at an average of $0.044 per share.
 
 The conversion of the convertible notes payable and the related warrants will likely result in a substantial dilution of the value of the common shares for all shareholders.
 
 The Agreement may be terminated by the Investors under certain conditions. The Agreement also contains certain representations and warranties of Visualant and the Investors, including customary investment-related representations provided by the Investors, as well as acknowledgements by the Investors that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws.  The Company provided customary representations regarding, among other things, its organization, capital structure, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.  The Investor’s representations and warranties are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC.  The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Agreement.
 
 12.
NOTES PAYABLE, CAPITALIZED LEASES AND LONG TERM DEBT
 
 Notes payable, capitalized leases and long term debt as of June 30, 2012 and September 30, 2011 consisted of the following:
 
 BFI Finance Corp Secured Credit Facility
 
 On December 9, 2008 TransTech entered into a $1,000,000 secured credit facility with BFI Finance Corp to fund its operations.  The rate is prime interest + 2.5%, with a floor for prime interest of 5.5%.  On June 12, 2012, the secured credit facility was renewed for 6 months, with a floor for Prime of 4.5%. The eligible borrowing is based on 80% of eligible trade accounts receivable, not to exceed $700,000, and 35% of inventory value, not to exceed $300,000, for a total cap of $1,000,000. As of June 30, 2012, the outstanding balance under this facility was $504,643. The secured credit facility is guaranteed by James Gingo, the President of TransTech.
   11
 Capitalized Leases
 
 TransTech has capitalized leases for equipment. The leases have a remaining lease term of 12-37 months. The aggregate future minimum lease payments under capital leases, to the extent the leases have early cancellation options and excluding escalation charges, are as follows:


Years Ended June 30,

Total2012

$
15,4902013


5,2892014


3,3122015


2762016


0Total


24,367Less current portion of capitalized leases


(3,237
)Long term capital leases

$
21,130





The imputed interest rate in the capitalized leases is approximately 10.5%.


Related Party Notes Payable
 
 The Company acquired its 100% interest in TransTech by issuing a Promissory Note (“Note”) to James Gingo, the President of TransTech, in the amount of $2,300,000, plus interest at the rate of three and one-half percent (3.5%) per annum from the date of the Note. The Note is secured by a security interest in the stock and assets of TransTech, and is payable over a period of three (3) years as follows:
 
 (i)        The sum of $650,000, the amount of any accrued interest due on the Bonderson debt of $600,000 owed by James Gingo to the Bonderson Family Living Trust (“Bonderson Debt”) and interest on the unpaid balance, shall be paid to Seller on the earlier of: (A) the one (1) year anniversary of the closing date; or (B) on the closing of $2,500,000 or more in aggregate financing (whether debt, equity or some combination thereof) after the closing date.  On June 8, 2011, the Company paid $650,000 and accrued interest of $80,500 to Mr. Gingo.
  (ii)       The sum of $650,000, the amount of any accrued interest due on the Bonderson debt owed by James Gingo and interest on the unpaid balance shall be paid to Seller on the earlier of: (A) the two (2) year anniversary of the closing date; or (B) on the closing of $5,000,000 or more in aggregate financing (whether debt, equity or some combination thereof) after the closing date. On July 31, 2012, the Company paid the $650,000 and accrued interest of $66,136 due to Mr. Gingo.
  (iii)      The remaining balance of the Note and interest thereon shall be paid to Seller on the earlier of: (A) the three year anniversary of the closing date; or (B) on the closing of $7,500,000 or more in aggregate financing (whether debt, equity or some combination thereof) after the closing date.
 
 On February 27, 2007, the Company entered into a demand note with former CEO and President, Bradley E. Sparks totaling $50,000 plus loan fees of $750.  As of June 30, 2012, the outstanding note payable totaled $50,750 consisting of the note payable to Mr. Sparks.  Interest expense accrues on the note at a rate of 18% per annum.  Accrued interest of $49,004 as of June 30, 2012 on the note payable is recorded in the balance sheet in accrued expenses and other liabilities.
 
 Under the terms of the demand note, arrears in payment of the principal amount or any interest shall bear interest at the rate of 30% per annum. Mr. Sparks has not demanded repayment of the demand note and it continues to bear interest at the original rate of 18% per annum. The unpaid interest at the penalty rate through June 30, 2012 was $15,397.
 
 On September 30, 2009, the Company entered into a second demand note with former CEO and President, Bradley E. Sparks totaling $22,478.  As of June 30, 2012, the outstanding note payable totaled $22,478 consisting of the note payable to Mr. Sparks.  Interest expense accrues on the note at a rate of 8% per annum, with a default interest rate of 12%.  Accrued interest of $4,946 as of June 30, 2012 on the notes payable is recorded in the balance sheet in accrued expenses and other liabilities.
 
 On April 30, 2009, accounts payable owed to Lynn Felsinger, a consultant, totaling $82,000 were converted into a demand note. As of June 30, 2012, the outstanding note payable totaled $79,500.
 
 An affiliate of Mr. Erickson, our Chief Executive Officer, JulizI Limited Partnership, loaned the Company operating funds during fiscal 2009.  The balance outstanding at June 30, 2012 is $34,630 plus interest of $9,708.  On July 25, 2012, the Company paid $22,630.
 
 Additionally, Mr. Erickson incurred expenses on behalf of the Company for a total of $24,322 during the 2009 fiscal year.  This balance was converted into a loan as of September 30, 2009. On June 19, 2012, the Company paid $24,322. Unpaid accrued interest was $5,294 as of June 30, 2012.
  12
  Aggregate maturities for notes payable, capitalized leases and long term debt by year are as follows:


Years Ended June 30,

Total2012

$
2,507,4912013


4,5862014


1,0542015


02016


0Total

$
2,513,131


13.
EQUITY





The following equity issuances occurred during the nine months ended June 30, 2012 and for the period subsequent to June 30, 2012.





The stock issuances were each exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving a public offering.





During the nine months ended June 30, 2012 and for the period subsequent to June 30, 2012, Gemini and Ascendiant converted the following under the Securities Purchase Agreement dated May 19, 2011:





On October 21, 2011, Gemini converted $100,000 and interest of $4,247 into 2,619.261 shares of common stock at $.04 per share. On February 7, 2012, Gemini converted $100,000 and interest of $7,205 into 2,434.828 shares of common stock at $.044 per share.





On July 10, 2012, Gemini converted $75,000 and interest of $8,568 into 1,671.378 shares of common stock at $.050 per share.





On July 23, 2012, Ascendiant converted $50,000 and interest of $5,863 into 1,117,260 shares of common stock at $.050 per share.





The Company filed a registration statement on Form S-1, which was declared effective on August 29, 2011, to register 15,340,361 shares of its common stock, including (i) up to 5,400,000 shares of our common stock for Gemini issuable on conversion and the exercise of a warrant issued to Gemini and (ii) up to 1,992,000 shares of our common stock for Ascendiant issuable on conversion of debt and the  exercise of a warrant issued to Ascendiant.  From the effective date of the registration statement through June 30, 2012, 5,365,605 shares of the Company’s common stock have been issued to Gemini upon conversion of $225,000 of the convertible debentures and interest of $12,664 at an average of $0.044 per share.





On June 17, 2011, the Company entered into a Securities Purchase Agreement with Ascendiant, pursuant to which Ascendiant agreed to purchase up to $3,000,000 worth of shares of the Company’s common stock from time to time over a 24-month period, provided that certain conditions are met. The financing arrangement entered into by the Company and Ascendiant is commonly referred to as an “equity line of credit” or an “equity drawdown facility.”





Under the terms of the Securities Purchase Agreement, Ascendiant will not be obligated to purchase shares of the Company’s common stock unless and until certain conditions are met, including but not limited to the SEC declaring effective a Registration Statement (the “Registration Statement”) on Form S-1 and the Company maintaining an Effective Registration Statement which registers Ascendiant’s resale of any shares purchased by it under the equity drawdown facility. The customary terms and conditions associated with Ascendiant’s registration rights are set forth in a Registration Rights Agreement that was also entered into by the parties on June 17, 2011.





As of June 30, 2012, the Company has issued to Ascendiant 5,365,884 shares for $383,141 or $.071 per shares under the Securities Purchase Agreement excluding the commitment and legal fees.





On October 5, 2011, the Company entered into a Financial Consultant Agreement (“Agreement”) with D. Weckstein and Co, Inc. (“Weckstein”) The Agreement expires July 31, 2016. Under the Agreement, Weckstein was awarded 1,000,000 shares of restricted common stock on November 7, 2011. The shares were valued at $0.07 per share, the closing price on November 7, 2011. In addition, the Company paid $10,000 to Weckstein. The shares do not have registration rights.





On December 15, 2011 the Company issued 100,000 shares of restricted common stock to Todd Weaver for product development work. The shares were valued at $0.12 per share, the closing price on November 29, 2011, and do not have registration rights.





On February 7, 2012, the Company issued 1,000,000 restricted shares to Coventry Capital LLC related to an Advisory Agreement. The shares were valued at $.10 per share.




13




On February 24, 2012, the Company issued 400,000 shares of common stock to five directors for services provided during 2011. The shares were issued under the Company’s 2011 Stock Incentive Plan.





On April 1, 2011, the Company entered into an Investor Banking Agreement with National Securities Corporation. On March 12, 2012, the Company issued warrants for up to 204,000, 366,000 and 30,000 shares of common stock to National Securities Corporation, Steven Freifeld and Vince Calicchia, respectively. The warrants are exercisable at $.10 per share and expire March 11, 2015.





On April 2, 2012, the Company filed a Registration Statement on Form S-1 for 7,600,000 shares of common stock. The Registration Statement primarily registered shares for Ascendiant, Coventry Capital LLC and National Securities Corporation and affiliates and was declared effective by the SEC on April 18, 2012.





On May 16, 2012 the Company issued 150,000 shares of restricted common stock to Manna Advisory Services, LLC for services. The shares were valued at $0.10 per share. The shares do not have registration rights.





On May 31, 2012, the Company executed a Stock Purchase Agreement with Sumitomo Precision Products Co., Ltd. (SPP) whereby SPP invested $2,250,000 in exchange for 17,307,693 shares of restricted common shares priced at $0.13 per share that was funded on June 21, 2012. The shares do not have registration rights.





14.
STOCK OPTIONS





Description of Stock Option Plan





On April 29, 2011, the 2011 Stock Incentive Plan was approved at the Annual Stockholder Meeting. The Company has 6,600,000 options to purchase common stock available to issue under the 2011 Stock Incentive Plan.





Determining Fair Value Under ASC 505





The Company records compensation expense associated with stock options and other equity-based compensation using the Black-Scholes-Merton option valuation model for estimating fair value of stock options granted under our plan. The Company amortizes the fair value of stock options on a ratable basis over the requisite service periods, which are generally the vesting periods. The expected life of awards granted represents the period of time that they are expected to be outstanding.  The Company estimates the volatility of our common stock based on the historical volatility of its own common stock over the most recent period corresponding with the estimated expected life of the award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on our common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model and adjusts share-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed.





Stock Option Activity





On November 9, 2011, Bradley E. Sparks forfeited a grant to purchase 1,000,000 shares of common stock at $0.75 per share.





On November 29, 2011, Jeff Kruse and Steve Waddle, employees of TransTech, were each granted an option to purchase 100,000 shares of common stock at $0.12 per share. The grants vest quarterly over three years and expire November 28, 2014.





On February 15, 2012, Marco Hegyi forfeited a grant to purchase 2,000,000 shares of common stock at $0.50 per share.





On February 24, 2012, the Company issued 400,000 shares of common stock to five directors for services provided during 2011. The shares were issued under the 2011 Stock Incentive Plan.





On February 24, 2012, Marco Hegyi, our Chairman of the Board, was granted an option to purchase 1,900,000 shares of common stock at $0.10 per share. The grant vests 750,000 shares on February 24, 2012 and 250,000 shares per quarter. The grant vests upon a change in control and expires February 23, 2022.





On May 11, 2012, the Company issued a stock option grant for 100,000 shares of common stock to a consultant at $0.15 per share. The stock option grant vested immediately.





On May 11, 2012, a consultant forfeited a stock option grant for 100,000 shares of common stock at $.15 per share.





14








On June 6, 2012, the Company issued, subject to shareholder approval at the 2012 annual shareholder meeting of an increase in the number of shares available under the Company’s Stock Incentive Plan, stock option grants totaling 3,000,000 shares of common stock to five directors for services provided during 2012. The shares were issued under the 2011 Stock Incentive Plan.





There are currently 9,020,000 options to purchase common stock at $0.131 per share outstanding at June 30, 2012 under the 2011 Stock Incentive Plan, assuming the shareholder approval at the 2012 annual shareholder meeting.The Company recorded $232,567 and $50,727 of compensation expense, net of related tax effects, relative to stock options for the nine months ended June 30, 2012 and 2011 in accordance with ASC 505. Net loss per share (basic and diluted) associated with this expense was approximately ($0.00).





15.
OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES





See Note 12 for discussion of notes payable issued to the Company’s former CEO and President during the quarter ended March 31, 2007.   Other than the note payable, related interest and payroll related accruals, all amounts are recorded in the related party accounts payable balance.  As of the filing date, Mr. Erickson beneficially owns 5,256,473 shares of common stock.





Mr. Sparks is owed $721,333 of accrued salary.  Additionally, interest of $53,950, not including penalty interest, is owed Mr. Sparks for the notes payable described in Note 11 to these Notes to Financial Statements.  Mr. Sparks is also owed $6,315 for cash amounts advanced by him to Visualant to fund operating expenses since his employment and $5,136 for medical expenses.





The Company accrued $195,000 for fees due two directors for their services on closing the SPP transactions. The Company paid $60,000 on June 25, 2012 and $135,000 on July 25, 2012.





16.
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS





LEGAL PROCEEDINGS





There are no pending legal proceedings against the Company that are expected to have a material adverse effect on its cash flows, financial condition or results of operations.





EMPLOYMENT AGREEMENT





Agreement with James Gingo





On June 8, 2010, the Company entered into an Employment Agreement (“Gingo Agreement”) with Mr. James Gingo, Founder and President of TransTech. The Gingo Agreement has a three year term beginning on June 8, 2010 at the annual base salary of $200,000 per year. The Gingo Agreement provides for participation in the Company’s benefit programs available to other employees (including group insurance arrangements). Also under the Gingo Agreement, Mr. Gingo is eligible for discretionary performance bonuses based upon performance criteria to be determined by the Company’s Compensation Committee based on criteria under development up to 50% of his annual salary. If Mr. Gingo’s employment is terminated without Cause (as defined in the Gingo Agreement), Mr. Gingo will be entitled to a payment equal to one year’s annual base salary paid over the next year.





LEASES





The Company is obligated under various non-cancelable operating leases for their various facilities and certain equipment.





The Company’s executive office is located at 500 Union Street, Suite 406, Seattle, Washington, USA, 98101. On January 1, 2011, the Company entered into a lease with a party affiliated with the Chairman of the Board of the Company. We pay $799 per month. The lease is cancellable with ten days’ notice. On August 1, 2012, the Company entered into a lease at 500 Union Street, Suite 420, Seattle, Washington, USA, 9810. The lease expires August 31, 2014. The monthly lease rate is $1,944 for the year ending August 31, 2013 and $2,028 for the year ending August 31, 2014.





TransTech leases a total of approximately 9,750 square feet of office and warehouse space for its administrative offices, product inventory and shipping operations, at a monthly rental of $4,292. The lease was extended from March 2011 for an additional five year term at a monthly rental of $4,721. There are two additional five year renewals with a set accelerating increase of 10% per 5 year term.  TransTech also leases additional 500 square feet of off-site space at $250 per month from a related party.








15




The aggregate future minimum lease payments under operating leases, to the extent the leases have early cancellation options and excluding escalation charges, are as follows:


Years Ended June 30,

Total2012

$
57,0122013


57,0122014


57,0122015


58,5922016


61,752Beyond


0Total

$
291,380






ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Forward-looking statements in this report reflect the good-faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed below as well as those discussed elsewhere in this report (including in Part II, Item 1A (Risk Factors)). Readers are urged not to place undue reliance on these forward-looking statements because they speak only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report.


We were incorporated under the laws of the State of Nevada on October 8, 1998 with authorized common stock of 200,000,000 shares at $0.001 par value. On September 13, 2002, 50,000,000 shares of preferred stock with a par value of $0.001 were authorized by the shareholders.  There are no preferred shares issued and the terms have not been determined. Our executive offices are located in Seattle, Washington.
 
 We develop low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti-counterfeiting, forgery/fraud prevention, brand protection, process control applications, and diagnostics.  Our patented and patent-pending technology uses controlled illumination with specific bands of light, to establish a unique spectral signature for both individual and classes of items.  When matched against existing databases, these spectral signatures allow precise identification and authentication or diagnostics of any item or substance.  This breakthrough optical sensing and data capture technology is called Spectral Pattern Matching (SPM). SPM technology lends itself to flexible form factors and can be miniaturized, and is easily integrated into a variety of hand-held or fixed mount configurations, and can be a stand-alone device or combined in the same package as a bar-code or biometric scanner.
 
 On September 6, 2011, the Company announced that it was issued US Patent No. 7,996,173, entitled “Method, Apparatus and Article to Facilitate Distributed Evaluation of Objects Using Electromagnetic Energy,” by the United States Office of Patents and Trademarks.
 
 On January 19, 2012, the Company announced that it was issued US Patent No. 8,081,304, entitled “Method, Apparatus and Article to Facilitate Evaluation of Objects Using Electromagnetic Energy” by the United States Office of Patents and Trademarks.
 
 On March 20, 2012, the Company announced that it was issued US Patent No. 8,076,630, entitled “System and Method of Evaluating an Object Using Electromagnetic Energy” by the United States Office of Patents and Trademarks.
 
 We are pursuing an aggressive patent strategy to expand our unique intellectual property in the United States and Japan.
 
 JOINT DEVELOPMENT AGREEMENT WITH SUMITOMO PRECISION PRODUCTS CO., LTD.
 
 On May 31, 2012, the Company entered into a Joint Research and Product Development Agreement (the “Joint Development Agreement”) with Sumitomo Precision Products Co., Ltd. (“SPP”), a publicly-listed Japanese corporation for the commercialization of Visualant’s SPM technology.  A copy of the Joint Development Agreement was filed by the Company with its Form 8-K filed June 4, 2012.
 
 SPP invested $2,250,000 in exchange for 17,307,693 shares of restricted common shares priced at $0.13 per share that was funded on June 21, 2012.  SPP also paid the Company an initial payment of $1 million in accordance with the terms of the License Agreement filed by the Company with its Form 8-K filed June 4, 2012. A running royalty for the license granted under the License Agreement will be negotiated at the completion of the Joint Development Agreement.
    16
 The parties have been working together since 2011, developing and testing the SPM products, analyzing the market potential for the SPM technology and developing a product plan.
 
 SPP is publicly traded on the Tokyo and Osaka Stock Exchanges and has operations in Japan, United States, China, United Kingdom, Canada and other parts of the world. Additional details are available at http://www.spp.co.jp/English/index2-e.html.
 
 THE COMPANY’S COMMON STOCK
 
 Our common stock trades on the OTCBB Exchange under the symbol “VSUL.OB.”
 
 KEY MARKET PRIORITIES
 
 Currently, our key market priorities are, among other things, to:
 
 Commercialize the SPM technology, including the following:
 
 Complete work under the Joint Development Agreement with SPP.
 Accelerate business development in the United States and Japan.
 Develop license and royalty producing opportunities and partners, including major companies in the US, Europe and Asia.
 Develop our patent portfolio by continually extending the reach and application of our intellectual property.
 Launch an application product utilizing smartphone technology.
 
 Improve our operations, including the following:
 Improve the profitability of TransTech and the company.
 Enhance our investor relation activities.
 
 PRIMARY RISKS AND UNCERTAINTIES
 
 We are exposed to various risks related to our need for additional financing, the sale of significant numbers of our shares, a volatile market price for our common stock and our merger and acquisition activities. These risks and uncertainties are discussed in more detail below in Part II, Item 1A.
 
 RESULTS OF OPERATIONS
 
 The following table presents certain consolidated statement of operations information and presentation of that data as a percentage of change from period-to-period.
  THREE MONTHS ENDED JUNE 30, 2012 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2011


(dollars in thousands)
  Three Months Ended June 30,2012


2011


$ Variance


% VarianceRevenue

$
1,814


$
2,103


$
(289
)


-13.7
%Cost of sales


1,458



1,679



(221
)


13.2
%Gross profit


356



424



(68
)


-16.0
%Research and development expenses


23



83



(60
)


72.3
%Selling, general and administrative expenses


1,076



1,248



(172
)


13.8
%Operating loss


(743
)


(907
)


164



18.1
%Other income (expense):Interest expense


(12
)


(48
)


36



75.0
%Other income


7



6



1



16.7
%Total other expense


(5
)


(42
)


37



88.1
%Loss before income taxes


(748
)


(949
)


201



21.2
%Income taxes - current benefit


(10
)


(1
)


(9
)


-900.0
%Net loss


(738
)


(948
)


210



22.2
%Non-controlling interest


(1
)


1



(2
)


-200.0
%Net loss attributable to Visualant, Inc. common shareholders

$
(737
)

$
(949
)

$
212



22.3
%
   17
  SALES
 
 Net revenue for the three months ended June 30, 2012 decreased $289,000 to $1,814,000 as compared to $2,103,000 for the three months ended June 30, 2011. The reduction was due to lower sales at TransTech.
 
 COST OF SALES
 
 Cost of sales for the three months ended June 30, 2012 decreased $221,000 to $1,458,000 as compared to $1,679,000 for the three months ended June 30, 2012. The reduction was due to lower sales at TransTech.
 
 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
 
 Selling, general and administrative expenses for the three months ended June 30, 2012 decreased $172,000 to $1,076,000 as compared to $1,248,000 for the three months ended June 30, 2011. The decrease was due to reduced expenses. We recorded $195,000 in expenses related to the SPP transactions during the three month ended June 30, 2012.
 
 During the three months ended June 30, 2012, we recorded non-cash expenses of $137,000.
 
 The selling, general and administrative expenses consisted primarily of research and development expenses, employee and independent contractor expenses, overhead, equipment and depreciation, amortization of identifiable intangible assets and intellectual property, professional and consulting fees, investor relation, legal, patent, stock option and other general and administrative costs.
 
 OTHER INCOME/EXPENSE
 
 Other expense for the three months ended June 30, 2012 was $5,000 as compared to other expense of $42,000 for the three months ended June 30, 2011. The expenses for the three months ended June 30, 2012 included $12,000 for interest expense, offset by $7,000 in other income.  The other expense for the three months ended June 30, 2011 included interest expense of $48,000, offset by other income of $6,000.
 
 NET LOSS
 
 Net loss for the three months ended June 30, 2012 was $737,000 as compared to a net loss of $949,000 for the three months ended June 30, 2011 for the reasons discussed above. The net loss included non-cash expenses of $137,000.
  NINE MONTHS ENDED JUNE 30, 2012 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2011
 (dollars in thousands)
 
 Nine Months Ended June 30,2012


2011


$ Variance


% VarianceRevenue

$
5,526


$
7,037


$
(1,511
)


-21.5
%Cost of sales


4,513



5,855



(1,342
)


22.9
%Gross profit


1,013



1,182



(169
)


-14.3
%Research and development expenses


99



95



4



-4.2
%Selling, general and administrative expenses


2,754



2,726



28



-1.0
%Operating loss


(1,840
)


(1,639
)


(201
)


-12.3
%Other income (expense):Interest expense


(129
)


(149
)


20



13.4
%Other income


20



61



(41
)


-67.2
%Total other expense


(109
)


(88
)


(21
)


-23.9
%Loss before income taxes


(1,949
)


(1,727
)


(222
)


-12.9
%Income taxes - current benefit


(24
)


(7
)


(17
)


-242.9
%Net loss


(1,925
)


(1,720
)


(205
)


-11.9
%Non-controlling interest


3



9



(6
)


-66.7
%Net loss attributable to Visualant, Inc. common shareholders

$
(1,928
)

$
(1,729
)

$
(199
)


-11.5
%
 
 SALES
 Net revenue for the nine months ended June 30, 2012 decreased $1,511,000 to $5,526,000 as compared to $7,037,000 for the nine months ended June 30, 2011. The reduction was due to a large sale to an aerospace company in the nine months ended June 30, 2011, which was not repeated in the nine months ended June 30, 2012, and lower sales at TransTech.
   18
  COST OF SALES
 
 Cost of sales for the nine months ended June 30, 2012 decreased $1,342,000 to $4,513,000 as compared to $5,855,000 for the nine months ended June 30, 2011. The reduction was due to a large sale to an aerospace company in the nine months ended June 30, 2011, which was not repeated in the six months ended June 30, 2012, and lower sales at TransTech.
 
 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
 
 Selling, general and administrative expenses for the nine months ended June 30, 2012 increased $28,000 to $2,754,000 as compared to $2,726,000 for the nine months ended June 30, 2011. We recorded $195,000 in expenses related to the SPP transactions during the nine months ended June 30, 2012.
 
 During the nine months ended June 30, 2012, we recorded non-cash expenses of $742,000 and other business development and investor relation expenditures to expand the business.
 
 The selling, general and administrative expenses consisted primarily of research and development expenses, employee and independent contractor expenses, overhead, equipment and depreciation, amortization of identifiable intangible assets and intellectual property, professional and consulting fees, investor relation, legal, patent, stock option and other general and administrative costs.
 
 OTHER INCOME/EXPENSE
 
 Other expense for the nine months ended June 30, 2012 was $109,000 as compared to other expense of $88,000 for the nine months ended June 30, 2011. The expenses for the nine months ended June 30, 2012 included $129,000 for interest expense, offset by $20,000 in other income. The other expense for the nine months ended June 30, 2011 included interest expense of $149,000, offset by other income of $61,000
 
 NET LOSS
 
 Net loss for the nine months ended June 30, 2012 was $1,928,000 as compared to a net loss of $1,729,000 for the nine months ended June 30, 2011 for the reasons discussed above. The net loss included non-cash expenses of 742,000 and other business development and investor relation expenditures to expand the business.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 We had cash of $3.1 million, a net working capital deficit of approximately $2.6 million (which includes $1.65 million  due to James Gingo) and total indebtedness of $2.5 million as of June 30, 2012.
 
 We will need to obtain additional financing to implement our business plan and service our debt repayments (including $650,000 that was due to James Gingo on June 8, 2012 related to the acquisition of TransTech). There can be no assurance that we will be able to secure funding, or that if such funding is available, the terms or conditions would be acceptable to us. If the Company is unable to obtain additional financing, we may need to restructure our operations, divest all or a portion of our business.
 
 Our recent efforts to generate additional liquidity, including through sales of our common stock, are described in more detail in the financial statement notes set forth in this prospectus.
 
 If we raise additional capital through borrowing or other debt financing, we will incur substantial interest expense. Sales of additional equity securities will dilute on a pro rata basis the percentage ownership of all holders of common stock. When we raise more equity capital in the future, it will result in substantial dilution to our current stockholders.
 
 OPERATING ACTIVITIES
 
 Net cash provided by operating activities for the nine months ended June 30, 2012 was $407,000. This amount was primarily related to a net loss of $1,928,000, offset by depreciation and amortization and other non-cash expenses of $742,000 and an increase in accrued expenses of $478,000 and deferred revenue of $916,000.
 
 FINANCING ACTIVITIES
 
 Net cash provided by financing activities for the nine months ended June 30, 2012 was $2,573,000. This amount was primarily related to proceeds from the sale of common stock of $2,627,000.
  19
  The Company’s contractual cash obligations as of June 30, 2012 are summarized in the table below:
  Less Than








Greater ThanContractual Cash Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsOperating leases

$
291,380


$
57,012


$
114,024


$
120,344


$
0Capital lease obligations


0



0



0



0



0Note payable


2,513,131



2,507,491



5,640



0



0Capital expenditures


325,000



75,000



100,000



75,000



75,000Acquisitions


0



0



0



0



0$
3,129,511


$
2,639,503


$
219,664


$
195,344


$
75,000
  ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 This item is not applicable.
 
 ITEM 4.
CONTROLS AND PROCEDURES
 
 a) Evaluation of Disclosure Controls and Procedures
 
 We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management to allow for timely decisions regarding required disclosure.
 
 As required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and our management necessarily was required to apply its judgment in evaluating and implementing our disclosure controls and procedures. Based upon the evaluation described above, our management concluded that they believe that our disclosure controls and procedures were not effective, as of September 30, 2011, in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management identified the weaknesses discussed below.
 
 Identified Material Weakness
 
 A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Management identified material weaknesses during its assessment of internal controls over financial reporting as of June 30, 2012.
 
 While we have an audit committee, the financial expert is not independent and attended 50% of the committee meetings during 2011. The Company is currently reviewing the financial expert situation.
 
 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our principal executive officer and principal financial officer concluded that our internal control over financial reporting were not effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles.
 
 The effectiveness of our internal control over financial reporting as of June 30, 2012 has not been audited by Madsen Associates, CPA’s Inc., an independent registered public accounting firm.
 
 CHANGES IN INTERNAL CONTROL
 
 There has been no change in our internal control over financial reporting during the quarter ended June 30, 2012 that has materially affected or is likely to materially affect our internal control over financial reporting.
  20
  PART II.     OTHER INFORMATION
 
 ITEM 1A.
RISK FACTORS
 
 There are certain inherent risks which will have an effect on the Company’s development in the future and some of these risk factors are noted below but are not all encompassing since there may be others unknown to management at the present time which might have an impact in the future on the development of the Company.
 
 WE WILL NEED ADDITIONAL FINANCING TO SUPPORT OUR TECHNOLOGY DEVELOPMENT AND ONGOING OPERATIONS.
 
 We had cash of $3.1 million, a net working capital deficit of approximately $2.6 million (which includes $1.65 million  due to James Gingo) and total indebtedness of $2.5 million as of June 30, 2012.
 
 We will need to obtain additional financing to implement our business plan and service our debt repayments (including $650,000 that was due to James Gingo on June 8, 2012 related to the acquisition of TransTech). There can be no assurance that we will be able to secure funding, or that if such funding is available, the terms or conditions would be acceptable to us. If the Company is unable to obtain additional financing, we may need to restructure our operations, divest all or a portion of our business.
 
 Our recent efforts to generate additional liquidity, including through sales of our common stock, are described in more detail in the financial statement notes set forth in this prospectus.
 
 If we raise additional capital through borrowing or other debt financing, we will incur substantial interest expense. Sales of additional equity securities will dilute on a pro rata basis the percentage ownership of all holders of common stock. When we raise more equity capital in the future, it will result in substantial dilution to our current stockholders.
 
 THE SALE OF A SIGNIFICANT NUMBER OF OUR SHARES OF COMMON STOCK COULD DEPRESS THE PRICE OF OUR COMMON STOCK.
 
 Sales or issuances of a large number of shares of common stock in the public market (including pursuant to the equity line of credit transaction that we entered into with Ascendiant Capital Partners, LLC) or the perception that sales may occur could cause the market price of our common stock to decline. As of August 10, 2012, there were approximately 82.2 million shares of common stock issued and outstanding. On April 2, 2012, we registered 7,600,000 shares of common stock for resale.   In 2011, the Company also registered for resale up to 15,340,361 shares of common stock.   Therefore, the amount of shares registered for resale constitutes a significant percentage of the issued and outstanding shares of the Company, and the sale of all or a portion of these shares could have a negative effect on the market price of our common stock. Significant shares of common stock are held by our principal shareholders, other Company insiders and other large shareholders. As “affiliates” (as defined under Rule 144 of the Securities Act (“Rule 144”)) of the Company, our principal shareholders, other Company insiders and other large shareholders may only sell their shares of common stock in the public market pursuant to an effective registration statement or in compliance with Rule 144.
 
 Some of the present shareholders have acquired shares at prices as low as $0.001 per share, whereas other shareholders have purchased their shares at prices ranging from $0.07 to $0.75 per share.
 
 FUTURE ISSUANCE OF COMMON STOCK RELATED TO CONVERTIBLE NOTES PAYABLE AND RELATED WARRANTS MAY HAVE A DILUTING FACTOR ON EXISTING AND FUTURE SHAREHOLDERS.
 
 On May 19, 2011, we entered into a Securities Purchase Agreement (“Agreement”) with Gemini Master Fund, Ltd. and Ascendiant Capital Partners, LLC  (“Investors”) pursuant to which the Company issued $1.2 million in principal amount of 10% convertible debentures which are due September 30, 2012, together with 5-year warrants to purchase 2,400,000 shares of the Company’s common stock. The purchase price for the debentures was 83.3% of the face amount, resulting in the Company receiving $1.0 million, less legal fees, placement agent fees and expenses as set forth below.
 
 The Company filed a registration statement on Form S-1, which was declared effective on August 29, 2011, to register 15,340,361 shares of its common stock, including (i) up to 5,400,000 shares of our common stock for Gemini issuable on  conversion and the exercise of a warrant issued to Gemini and (ii) up to 1,992,000 shares of our common stock for Ascendiant issuable on conversion of debt and the  exercise of a warrant issued to Ascendiant.  From the effective date of the registration statement through June 30, 2012, 5,365,605 shares of the Company’s common stock have been issued to Gemini upon conversion of $225,000 of the convertible debentures and interest of $12,664 at an average of $0.044 per share.
 
  21
  The conversion of the convertible notes payable and the related warrants will likely result in a substantial dilution of the value of the common shares for all shareholders.
 
 RISKS ASSOCIATED WITH EQUITY LINE OF CREDIT WITH ASCENDIANT
 
 The Securities Purchase Agreement dated June 17, 2011 with Ascendiant will terminate if our common stock is not listed on one of several specified trading markets (which include the OTCBB and Pink Sheets, among others), if we file protection from our creditors, or if a Registration Statement on Form S-1 or S-3 is not effective.
 
 If the price or the trading volume of our common stock does not reach certain levels, we will be unable to draw down all or substantially all of our $3,000,000 equity line of credit with Ascendiant.
 
 The maximum draw down amount every 8 trading days under our equity line of credit facility is the lesser of $100,000 or 20% of the total trading volume of our common stock for the 10-trading-day period prior to the draw down multiplied by the volume-weighted average price of our common stock for such period. If our stock price and trading volume decline from current levels, we will not be able to draw down all $3,000,000 available under the equity line of credit.
 
 If we are not able to draw down all $3,000,000 available under the equity line of credit or if the Securities Purchase Agreement is terminated, we may need to restructure our operations, divest all or a portion of our business, or file for bankruptcy.
 
 As of August 10, 2012, the Company has issued 5,365,884 shares for $383,141, or $.071 per share, under the Securities Purchase Agreement with Ascendiant.  The Company has registered a total of 10,285,714 shares of common stock for resale by Ascendiant.  Additional shares may be issued under the Securities Purchase Agreement, which will have a further dilutive effect on the Company’s existing shareholders.
 
 WE MAY ENGAGE IN ACQUISITIONS, MERGERS, STRATEGIC ALLIANCES, JOINT VENTURES AND DIVESTITURES THAT COULD RESULT IN FINANCIAL RESULTS THAT ARE DIFFERENT THAN EXPECTED.
 
 In the normal course of business, we engage in discussions relating to possible acquisitions, equity investments, mergers, strategic alliances, joint ventures and divestitures. Such transactions are accompanied by a number of risks, including:
 
 - Use of significant amounts of cash;
 
 - Potentially dilutive issuances of equity securities on potentially unfavorable terms;
 
 - Incurrence of debt on potentially unfavorable terms as well as impairment expenses related to goodwill and amortization expenses related to other intangible assets; and
 
 - The possibility that we may pay too much cash or issue too many of our shares as the purchase price for an acquisition relative to the economic benefits that we ultimately derive from such acquisition.
 
 The process of integrating any acquisition may create unforeseen operating difficulties and expenditures. The areas where we may face difficulties include:
 
 - Diversion of management time, during the period of negotiation through closing and after closing, from its focus on operating the businesses to issues of integration;
 
 - Decline in employee morale and retention issues resulting from changes in compensation, reporting relationships, future prospects or the direction of the business;
 
 - The need to integrate each Company's accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
 
 - The need to implement controls, procedures and policies appropriate for a public Company that may not have been in place in private companies, prior to acquisition;
 
 - The need to incorporate acquired technology, content or rights into our products and any expenses related to such integration; and
 
 - The need to successfully develop any acquired in-process technology to realize any value capitalized as intangible assets.
    22
 
 From time to time, we have also engaged in discussions with candidates regarding the potential acquisitions of our product lines, technologies and businesses. If a divestiture such as this does occur, we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors, including our ability to:
 
 - Effectively transfer liabilities, contracts, facilities and employees to any purchaser;
 
 - Identify and separate the intellectual property to be divested from the intellectual property that we wish to retain;
 
 - Reduce fixed costs previously associated with the divested assets or business; and
 
 - Collect the proceeds from any divestitures.
 
 In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.
 
 If we do not realize the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.
 
 WE MAY INCUR LOSSES IN THE FUTURE.
 
 We have experienced net losses since inception. There can be no assurance that we will achieve or maintain profitability.
 
 THE MARKET PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE.
 
 The market price of our common stock has been and is likely in the future to be volatile. Our common stock price may fluctuate in response to factors such as:
 
 •
Announcements by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets;•
Issuance of convertible or equity securities for general or merger and acquisition purposes;•
Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes;
 •
Sale of a significant number of shares of our common stock by shareholders;•
General market and economic conditions;•
Quarterly variations in our operating results;•
Investor relation activities;•
Announcements of technological innovations;•
New product introductions by us or our competitors;•
Competitive activities; and•
Additions or departures of key personnel.
 These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance. These factors could have a material adverse effect on our business, financial condition and results of operations.
 
 FUTURE ISSUANCE OF STOCK OPTIONS, WARRANTS AND/OR RIGHTS MAY HAVE A DILUTING FACTOR ON EXISTING AND FUTURE SHAREHOLDERS.
 
 The grant and exercise of stock options, warrants or rights to be issued in the future will likely result in a dilution of the value of our common shares for all shareholders.  We have established a Combined Incentive and Non-Qualified Stock Option Plan and may in the future issue further stock options to officers, directors and consultants, which will dilute the interest of the existing and future shareholders.  Moreover, we may seek authorization to increase the number of its authorized shares and sell additional securities and/or rights to purchase such securities at any time in the future.  Dilution of the value of the common shares will likely result from such sales, which in turn could adversely affect the market price of our common stock.
 
 ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 The stock issuances under this Item 2 were each exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving a public offering.
 
 During the period from April 1, 2012 to June 30, 2012, the Company issued to Ascendiant 980,400 shares for $103,486 or $.106 per shares under the Securities Purchase Agreement dated June 17, 2011 excluding the commitment and legal fees for the three months ended June 30, 2012.
   23
 On May 16, 2012 the Company issued 150,000 shares of restricted common stock to Manna Advisory Services, LLC for services. The shares were valued at $0.10 per share. The shares do not have registration rights.
 
 On May 31, 2012, the Company executed a Stock Purchase Agreement with SPP whereby SPP invested $2,250,000 in exchange for 17,307,693 shares of restricted common shares priced at $0.13 per share that was funded on June 21, 2012.  The shares do not have registration rights.
 
 ITEM 5.
OTHER INFORMATION
 
 This item is not applicable.
  ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
 
 The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated by reference, as follows:
 
 (a)
Exhibits
  10.1
License Agreement dated May 31, 2012 by and between Visualant, Inc. and Sumitomo Precision Products Co., Ltd. (1)10.2
Joint Research and Product Development Agreement dated May 31, 2012 by and between Visualant, Inc. and Sumitomo Precision Products Co., Ltd. (1)10.3
Stock Purchase Agreement dated May 31, 2012 by and between Visualant, Inc. and Sumitomo Precision Products Co., Ltd. (1).31.1
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (2)31.2
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer (2)32.1
Section 906 Certifications (2)32.2
Section 906 Certifications (2)
  101.INS
XBRL Instance Document (3)101.SCH
XBRL Taxonomy Extension Schema (3)101.CAL
XBRL Taxonomy Extension Calculation Linkbase (3)101.DEF
XBRL Taxonomy Extension Definition Linkbase (3)101.LAB
XBRL Taxonomy Extension Label Linkbase (3)101.PRE
XBRL Extension Presentation Linkbase (3)
 
 (1) Attached as an exhibit to the Company’s Form 8-K dated May 31, 2012 and filed with the SEC on June 4, 2012.
  (2) Filed herewith.
  XBRL Interactive Data files with detailed tagging will be filed by amendment to this Quarterly Report on Form 10-Q within 30 days of the filing date of this Quarterly Report on Form 10-Q, as permitted by Rule 405(a)(2)(ii) of Regulation S-T.
   24
  SIGNATURES
  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  
 VISUALANT, INCORPORATED
 
 (Registrant)
  Date: August 10, 2012
By:
/s/ Ronald P. EricksonRonald P. EricksonChief Executive Officer, President, and Director(Principal Executive Officer)
 
 Date: August 10,  2012
By:
/s/ Mark ScottMark ScottChief Financial Officer, Secretary and Treasurer(Principal Financial and Accounting Officer)
                  25