SEC File Number: 0-21013
CUSIP Number: 984149 10 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
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[ ] 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 attached instruction sheet before preparing
form. Please print or type. Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:__________________________________
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Full Name of Registrant: Xybernaut Corporation
Former Name if Applicable:
Address of Principal Executive Office (Street and number):
12701 Fair Lakes Circle
City, state and zip code: Fairfax, Virginia 22033
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)
(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-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
[X] following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, N-CSR or the transition report or portion thereof, could not be filed
within the prescribed time period.
SEE ATTACHMENT A.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Bruce Hayden 703 654-3505
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under YES No
Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company [X]
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).
(3) Is it anticipated that any significant change in YES No
results of operations from the corresponding period
for the last fiscal year will be reflected by the [X]
earnings statements to be included in the subject
report or portion thereof?
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of results cannot be made.
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Xybernaut Corporation
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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.
By: /s/ Bruce Hayden
Date March 14, 2005 ---------------------------------------------------
-------------- Bruce Hayden, Chief Financial Officer and Principal
Accounting 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
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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ATTACHMENT A
PART III -- NARRATIVE
The registrant has experienced delays in completing management's assessment of
the effectiveness of the registrant's internal controls over financial
reporting, as required under Section 404 of the Sarbanes Oxley Act of 2002.
These delays have also caused delays in completing the audits of the
registrant's financial statements and internal controls over financial reporting
for the year ended December 31, 2004. As a result of the complex nature of the
new requirements under Section 404, the registrant is unable to complete and
file the 2004 Annual Report by the prescribed filing date without unreasonable
effort and expense. The registrant continues to dedicate significant resources
to the audit of the financial statements, internal control testing and
reporting, and the 2004 Annual Report. The registrant currently anticipates
filing the 2004 Annual Report on or before the extended deadline of March 31,
2005.