8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 31, 2011

    VISUALANT, INCORPORATED    

(Exact name of Registrant as specified in its charter)

Nevada	0-25541	91-1948357
(State or jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500 Union Street, Suite 406

Seattle, Washington 98101

                (206) 903-1351                

(Address of Registrant’s principal executive office and telephone number)

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2010, Visualant, Inc. (“Visualant” or the “Company”), an emerging leader in authentication systems technology, announced that it had signed a Letter of Intent to acquire all Visualant related assets of the RATLab LLC (“RATLab”).

The RATLab is a Seattle based research and development laboratory created by Dr. Tom Furness, founder and Director of the HITLab International, with labs at Seattle, University of Canterbury in New Zealand, and the University of Tasmania in Australia. The RATLab is guided by Dr. Tom Furness and Dr. Brian Schowengerdt, a research scientist in the field of optics and vision science, who developed the Spectral Pattern Matching (“SPM”) technology under contract for Visualant.

With this acquisition, Visualant will consolidate all intellectual property relating to the SPM technology in the Company.  In addition to its current authentication and security applications of SPM, the Company will now own all other applications including the important fields of medicine, agriculture, and the environment and begin the creation of the Visualant Laboratory.

Upon the closing of this asset acquisition transaction, Dr. Tom Furness and Dr. Brian Schowengerdt will continue to provide technology leadership to us, under terms that are still subject to negotiation.

On November 28, 2010 and January 31, 2011, the parties signed Extensions of the Letter of Intent. The acquisition is expected to close May 1, 2011.

Section 8 – Other Events

Item 8.01 Other Events.

On February 1, 2011, the Company announced today its wholly owned subsidiary, TransTech Systems, Inc. of Aurora, OR was awarded a contract in the amount of $1.2 Million.

The contract from one of the 38 NASA SEWP (Solutions for Enterprise-Wide Procurement) GWAC (Government-Wide Acquisition Contract) designated prime contractors is an extension of a contract first awarded to TransTech two years ago is testimony to the satisfaction both with TransTech’s performance and the quality of the printers provided under this initial contract.  These high end printers provide the digital high security identification cards required by a 2004 Presidential directive.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits –

Exhibit No.	Description
10.1	Extension to Letter of Intent dated January 31, 2011 by and between Visualant, Inc. and the RATLab LLC.
99.1	Press Release of Visualant, Inc. dated February 1, 2011 related to a $1.2 million order received by TransTech Systems, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Registrant: VISUALANT, INCORPORATED
By:	/s/ Mark Scott
	Mark Scott, CFO

February 2, 2011

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Item 9.01  Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits –

Exhibit No.	Description
10.1	Extension to Letter of Intent dated January 31, 2011 by and between Visualant, Inc. and the RATLab LLC.
99.1	Press Release of Visualant, Inc. dated February 1, 2011 related to a $1.2 million order received by TransTech Systems, Inc.

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EX-10

January 31, 2011

Dr. Tom Furness

Dr. Brian Schowengerdt

RatLab LLC

5607 40^th Avenue NE

Seattle, WA 98105

Re: Extension of the Letter of Intent and Amendment to License

Dear Tom and Brian:

Pursuant to Paragraph 11of the Letter of Intent between our companies executed under date of October 1, 2010, the parties thereto do mutually agree to a 90 day extension of the expiration date of the Letter of Intent from January 31, 2011 to May 1, 2011.  The parties shall endeavor to execute definitive agreements and close the contemplated transaction during that time.

The Letter of Intent shall expire at that time unless extended or modified in writing by the parties hereto.

If the transaction contemplated by the aforementioned Letter of Intent fails to ultimately close, the time deadlines in the original license agreement executed on October 23, 2008, between the parties shall be extended for one year.

If you accept and agree to this extension of the Letter of Intent, please sign and date a copy of this letter and return it to the undersigned at 500 Union Street, Suite 406, Seattle, WA 98101, facsimile number (206) 903 1352.  

Sincerely yours,

Visualant, Inc.

/s/ Ron Erickson

Ron Erickson

Its:  Chairman

AGREED AND ACCEPTED:

RatLab LLC

/s/ Tom Furness

By: Tom Furness

Manager

Date: January 11, 2011

/s/ Brian Schowengerdt

By: Brian Schowengerdt

Manager

Date: January 31, 2011

500 Union Street        Suite 406        Seattle, WA 98101

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT

Visualant, Inc.:  Lynn Felsinger

206 903 1351 - Lynn@visualant.net

Investor Relations

Paul DeRiso

Core Consulting Group

925-465-6088

paul@coreconsultingroup.com

Visualant Subsidiary TransTech Announces $1.2 Million Contract

Seattle, WA. – February 1, 2011, Visualant, Inc. (OTCBB: VSUL), an emerging leader in authentication systems technology, announced today its wholly owned subsidiary, TransTech Systems, Inc. of Aurora, OR was awarded a contract in the amount of $1.2 Million.

The contract from one of the 38 NASA SEWP (Solutions for Enterprise-Wide Procurement) GWAC (Government-Wide Acquisition Contract) designated prime contractors is an extension of a contract first awarded to TransTech two years ago is testimony to the satisfaction both with TransTech’s performance and the quality of the printers provided under this initial contract.  These high end printers provide the digital high security identification cards required by a 2004 Presidential directive.

Jim Gingo, TransTech President said, “We are pleased to be selected for this continuation contract.  We work hard to maintain quality relationships and strive for excellence with both our vendors and our customers.”

About Visualant, Inc.

Visualant, Inc. (OTCBB:VSUL and www.visualant.net) develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti-counterfeiting, forgery/fraud prevention, brand protection and process control applications.  Our 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 of any item or substance.  This breakthrough optical sensing and data capture technology is called Spectral Pattern Matching (“SPM”).  SPM technology can be miniaturized and is easily integrated into a variety of hand-held or fixed mount configurations, and can be combined in the same package as a bar-code or biometric scanner.

Through its wholly owned subsidiary, TransTech Systems, Inc., (www.ttsys.com) the Company provides security and authentication solutions to security and law enforcement markets throughout the United States.

Safe Harbor Statement

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements (within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934) regarding us and our business, financial condition, results of operations and prospects.  Forward-looking statements in this press release reflect the good faith judgment of our management and are based on facts and factors currently known to us. 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 as a result of either the matters set forth or incorporated in this press release generally or certain economic and business factors, some of which may be unknown to and/or beyond the control of Visualant, Inc. Specifically, we are exposed to var ious risks related to our need for additional financing to support our technology development, the sale of a significant number of our shares of common stock could depress the price of our common stock, acquiring or investing in new businesses and ongoing operations, we may incur losses in the future and the market price of our common stock may be volatile,.  Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.  We do not undertake, and we expressly disclaim, any obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of the press release.