U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12B-25

                        COMMISSION FILE NUMBER: 000-50029


                           NOTIFICATION OF LATE FILING


Check One:

                  [ ]  Form 10-K and Form 10-KSB
                  [ ]  Form 20-F
                  [ ]  Form 11-K
                  [X]  Form 10-Q and Form 10-QSB


                       For Period Ended: March 31, 2004

                       [ ]  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
                       [ ]  Money Market Fund Rule 30b3-1 Filing

                            For the Transition Period Ended: N/A





         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: N/A







PART I.  REGISTRANT INFORMATION.

     The  Registrant  is Voice Diary Inc.  (the  "Company").  The address of the
Company's  principal executive office is 200 Robbins Lane, P.O. Box 30, Jericho,
NY 11753.

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 appropriate box.)

[X] (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[X] (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 following  the  prescribed  due date; or the
subject  quarterly report or 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

         The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
March 31, 2004,  could not be filed  within the  prescribed  period  because the
Company was unable to compile  certain  information  required in order to permit
the  Company to file a timely and  accurate  report on the  Company's  financial
condition.  This inability could not have been eliminated by the Company without
unreasonable effort or expense.

PART IV. OTHER INFORMATION

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

         Hank Gracin, Esq.                                 (516) 222-0888

         (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 the answer is no,
identify report(s).

                  [X] Yes [ ] No

         (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  to be  included  in the  subject  report or portion
thereof?

                  [  ] Yes  [X]  No





                                VOICE DIARY INC.


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


Dated: May 17, 2004             By: /s/ Arie Hinkis
                                    ------------------------------------------
                                    Arie  Hinkis,  President,
                                    Chief Executive  Officer and
                                    Chief Financial Officer