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

                                      FORM 12b-25

                              NOTIFICATION OF LATE FILING

(CHECK ONE):  / /Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
              /X/Form 10-KSB

                 For Period Ended: October 31, 2000
                                  --------------------------------------------
                 /  / Transition Report on Form 10-K
                 /  / Transition Report on Form 20-F
                 /  / Transition Report on Form 11-K
                 /  / Transition Report on Form 10-Q
                 /  / Transition Report on Form N-SAR
                 For the Transition Period Ended:
                                                 ------------------------------
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  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
               VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

                               Aquasearch, Inc.
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Full Name of Registrant

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Former Name if Applicable

73-4460 Queen Ka'ahumanu Hwy., Suite 110
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Address of Principal Executive Office (Street and Number)

Kailua-Kona, HI 96740
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City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

/X/    (a)  The reasons described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or
            expense;
       (b)  The subject annual report, semi-annual report, transition report
            on Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/         will be filed on or before the fifteenth calendar day following
            the prescribed due date; or the subject quarterly report of
            transition report on Form 10-Q, or portion thereof will be filed
            on or before the fifth calendar day following the prescribed due
            date; and
/X/    (c)  The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

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

As of the date of this filing, the Company's independent public accountants,
Ernst & Young LLP, are unable to provide the required report and consent to
file the Company's Annual Report on Form 10-KSB. This failure is not
attributable to any substantive disagreement with the Company concerning the
Company's proposed financial disclosures.

                                               (ATTACH EXTRA SHEETS IF NEEDED)
                                                               SEC 1344 (6/94)






PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification

               Earl S. Fusato               808                 326-9301
    ---------------------------------- ----------------- ----------------------
                    (Name)                (Area Code)      (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment Company
    Act of 1940 during the preceding 12 months or for such shorter period
    that the registrant was required to file such report(s) been filed? If
    answer is no, identify report(s).                           /X/ Yes  / / No

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(3) Is it anticipated that any significant change in results of operations
    from the corresponding period for the last fiscal year will be reflected
    by the earnings statements to be included in the subject report or
    portion thereof?                                            /X/ Yes  / / No

    If so, attach an explanation of the anticipated change, both narratively
    and quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.

The Company had a loss from operations of $4,358,231 for the year ended
October 31, 2000 compared with a loss from operations of $3,468,075 for the
year ended October 31, 1999. The Company had a net loss of $4,626,235 for the
year ended October 31, 2000 compared with a net loss of $4,070,566 for the
year ended October 31, 1999. The increases in loss from operations and net
loss in the current fiscal year were primarily due to increases in research
and development costs and general and administrative expenses as the Company
expanded its production capacity, developed and began marketing of its
nutraceutical astaxanthin product, developed its compound drug discovery
library and raised additional capital.
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                                Aquasearch, Inc.
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                 (Name of Registrant as Specified in Charter)

    has caused this notification to be signed on its behalf by the undersigned
    hereunto duly authorized.


    Date  January 29, 2001                      By  /s/ Earl S. Fusato
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                                                   Earl S. Fusato
                                                   Chief Financial Officer

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

____________________________________ATTENTION__________________________________

  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                      VIOLATIONS (SEE 18 U.S.C. 1001).
_______________________________________________________________________________


                             GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
   Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange
   Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
   General Rules and Regulations under the Act. The information contained in
   or filed with the form will be made a matter of public record in the
   Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed
   with each national securities exchange on which any class of securities of
   the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need
   not restate information that has been correctly furnished. The form shall
   be clearly identified as an amended notification.

5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
   to timely file a report solely due to electronic difficulties. Filers unable
   to submit a report within the time period prescribed due to difficulties in
   electronic filing should comply with either Rule 201 or Rule 202 of
   Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
   for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
   (Section 232.13(b) of this chapter).





January 29, 2001



Mr. Earl Fusato
Chief Financial Officer
Aquasearch, Inc.
73-4460 Queen Ka'ahumanu Highway
Suite 110
Kailua-Kona, Hawaii 96740

Dear Mr. Fusato:

In accordance with the notification to the Securities and Exchange Commission
on Form 12b-25 of Aquasearch, Inc.'s inability to timely file its annual
report on Form 10-KSB for the year ended October 31, 2000, the factors
described in the succeeding paragraph have delayed the submission of our
report as of a date which will permit timely filing of your 2000 annual
report to the Commission.

As mutually agreed with management of Aquasearch, Inc., we did not commence
our audit of the Company's October 31, 2000 financial statements until a
variety of business matters were resolved.  These matters were resolved in
early January 2001 and our audit commenced shortly thereafter.  As of the
date of this letter, we have not completed our audit and thus are not able to
issue our audit report on the October 31, 2000 financial statements.

You are authorized to attach a copy of this letter as an exhibit to Form
12b-25 to the Securities and Exchange Commission.

Very truly yours,




/s/ Ernst & Young LLP