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

                                   FORM 12B-25

                        COMMISSION FILE NUMBER: 000-50029

                           NOTIFICATION OF LATE FILING

Check One:

               |X| Form 10-K and Form 10-KSB
               |_| Form 20-F
               |_| Form 11-K
               |_| Form 10-Q and Form 10-QSB

                             For Period Ended: December 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 Annual Report on Form 10-KSB for the year ended December 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


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                                VOICE DIARY INC.

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

Dated: March 31, 2005             By:   /s/ Arie Hinkis
                                        ---------------------------------------
                                        Arie Hinkis, President, Chief Executive
                                        Officer and Chief Financial Officer

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