UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING


                       Commission File Numbers: 000-28675
                                                _________

      (Check One):[ ]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
                  [X]Form 10-Q and Form 10-QSB [ ] Form N-SAR


                      For Period Ended: September 30, 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


               For the Transition Period Ended: __________________


________________________________________________________________________________

  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
________________________________________________________________________________

                                TRIBEWORKS, INC.
________________________________________________________________________________
                             Full Name of Registrant

                                       N/A
________________________________________________________________________________
                            Former Name if Applicable

                                988 Market Street
________________________________________________________________________________
            Address of Principal Executive Office (Street and Number)

                             San Francisco, CA 94102
________________________________________________________________________________
                            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;

[X] (b) The subject annual report, semi-annual report, transition report on Form
        10-K, 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

State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (ATTACH EXTRA
SHEETS IF NEEDED)

Although, the management of Tribeworks, Inc. ("Tribeworks") has been working
diligently to complete all the required information for its quarterly report on
Form 10QSB for the quarter ended September 30, 2004, and a substantial part of
such information has been completed as of this date, management does not believe
the Form 10QSB can be completed on or before the November 15, 2004 prescribed
due date without unreasonable effort and expense.

                          PART IV -- OTHER INFORMATION

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

     Robert Davidorf                   415                     674-5531
    ________________               ___________            __________________
       (Name)                      (Area Code)            (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities and 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 reports been filed? If answer is
    no, identify report(s).

                               [X] Yes  [ ] No

(3) Is it anticipated that any significant change in results or 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 separate, state the reasons why a reasonable estimate of
the results cannot be made.





                                TRIBEWORKS, INC.
                  ____________________________________________
                  (Name of Registrant as Specified in Charter)


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


Date: November 15, 2004                By: /s/ ROBERT DAVIDORF
      _________________                _______________________________
                                               Robert Davidorf
                                               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 have been completed and filed with the Securities and Exchange
   Commission, Washington D.C. 20549, in accordance with Rule 0-3 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.