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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 1-04324
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CUSIP NUMBER 034393108
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(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ]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 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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.
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
Full name of Registrant ANDREA ELECTRONICS CORPORATION
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Former Name if Applicable
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Address of Principal Executive Office (STREET AND NUMBER) 65 ORVILLE DRIVE
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City, State and Zip Code BOHEMIA, NEW YORK 11716
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PART II - RULE 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;
[x] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form
10-D, 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.
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PART III - NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED.)
ON MARCH 25, 2005, THE REGISTRANT MOVED ITS CORPORATE HEADQUARTERS. AS
A RESULT OF THIS MOVE, THE REGISTRANT HAS EXPERIENCED TECHNICAL AND
STAFFING PROBLEMS THAT PREVENTED IT FROM COMPILING, PREPARING AND
FINALIZING THE REQUIRED INFORMATION IN TIME TO FILE THE REPORT BY THE
REQUIRED DEADLINE. THE REGISTRANT'S MANAGEMENT REASONABLY BELIEVES THAT
IT CAN COMPLETE AND FILE THE FORM 10-KSB WITHIN THE EXTENSION PERIOD.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
CORISA L. GUIFFRE (631) 719-1800
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(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
(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? [ ] Yes [x] 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.
ANDREA ELECTRONICS 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
thereunto duly authorized.
Date March 31, 2005 By: /s/ Corisa L. Guiffre
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Corisa L. Guiffre
Vice President, Chief Financial Officer
and Assistant Corporate Secretary