--------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                   (Mark One)


[X]      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         [Fee Required]
For the fiscal year ended November 30, 2004 or
                          -----------------

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         [No Fee Required]
For the transition period from                 to
                               ---------------

Commission file number   0-18253
                        ---------

                             TRANSBOTICS CORPORATION
                 (Name of small business issuer in its charter)

              Delaware                                       56-1460497
  ----------------------------------             -----------------------------
  (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                   Identification No.)


   3400 Latrobe Drive, Charlotte, North Carolina                    28211
  ---------------------------------------------------------------------------
    (Address of principal executive offices)                  (Zip Code)


  Issuer's telephone number   (704) 362-1115
                             ----------------

  Securities registered pursuant to Section 12(b) of the Exchange Act:

                                                   Name of each exchange on
   Title of each class                                 which registered

            None                                             None
--------------------------                         -------------------------

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                           .01 Par Value Common Stock
                         -------------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                Yes     X       No
                                      -----

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

                                      [ X ]

     State issuer's revenues for its most recent fiscal year: $6,634,964

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant was $1,963,709 based upon the closing sales price of Common Stock
on OTC Bulletin Board on January 14, 2005 of $0.69 per share.

     As of January 14, 2005,  4,824,451 shares of Registrant's Common Stock, par
value $.01 per share, were outstanding.

     Portions of the Registrant's  Annual Report to the security holders for the
fiscal year ended November 30, 2003 furnished to the Commission pursuant to Rule
14a-3(b) under the Securities Exchange Act of 1934 are incorporated by reference
in Part II, Items 6 and 7. In addition,  portions of the Registrant's definitive
proxy statement for the 2005 Annual Meeting of Shareholders to be filed pursuant
to Regulation 14A under the Securities  Exchange Act of 1934 are incorporated by
reference in Part III, Items 9, 10, 11 and 12.

     Transitional Small Business Disclosure Format (check one): Yes     No X
                                                                    ---   ---

--------------------------------------------------------------------------------

<PAGE>


                             Transbotics Corporation

                                  Form 10-KSB/A

                                 Amendment No. 1

                  For the Annual Period Ended November 30, 2004

Explanatory Note:

This Amendment No. 1 to the Annual Report on Form 10-KSB of Transbotics
Corporation for the annual period ended November 30, 2004 is being filed solely
to amend and revise the following sections of the filing of such Form 10-KSB.

1. Item 8A. Controls and Procedures. The discussion on disclosure controls and
procedures stated in Item 8A has been modified.

2. Exhibit 13 (Annual Report 2004), Note 1 to Financial Statements, Revenue
Recognition (page 18 of Annual Report). The following statement has been added:
"The Company recognizes revenue from the sale of distribution products and
engineering services as shipments are made and/or services rendered."

No other items or disclosures in our original report are being amended, and
accordingly this Amendment No. 1 does not otherwise change or update any
information that was presented in our original filing of such Form 10-KSB for
the annual period ended November 30, 2004, filed with the Securities and
Exchange Commission on February 22, 2005. While not amended, the remaining items
of the Form 10-KSB, including exhibits, are included with this Amendment No. 1
for convenience.



<PAGE>


                                     PART I

Item 1.  Description of Business

General

     Transbotics  Corporation  (the  "Company") was founded in 1982 as the North
American  affiliate  of Netzler & Dahlgren  Co. AB  ("Netzler  &  Dahlgren"),  a
Swedish company,  to acquire or license Netzler & Dahlgren control  technologies
and products for Automatic Guided Vehicles ("AGVs") and to enhance,  modify, and
otherwise adapt them for use by customers in North America. AGVs are driverless,
computer-controlled  vehicles that are programmed to transport materials through
designated pickup and delivery routines within a particular  facility (usually a
manufacturing or distribution  facility) and to transmit information  concerning
system status, inventory tracking and system controls to a system controller.

     On March 28, 1990,  the Company  successfully  completed its initial public
offering  netting  $1,996,598  to improve its  financial  position for potential
growth opportunities. On November 30, 2000, the Company's license agreement with
Netzler &  Dahlgren  was  modified  to allow the  Company to pursue end user AGV
business world wide on a non-exclusive basis. In 2001, the Company started doing
business  under the name  Transbotics  Corporation  and  officially  changed its
corporate name from NDC Automation, Inc. through charter amendment in 2002.

     The  Company's  current  core  business  is to  be a  turnkey  supplier  of
Automatic Guided Vehicle systems ("AGV systems") and automation solutions in the
material handling industry.  The Company's AGV system products and services have
been  used  in  a  variety  of  industries,   including  textiles,   automotive,
entertainment,  newspaper  publishing and electronics  .For further  information
regarding AGVs, see "AUTOMATED GUIDED VEHICLE SYSTEMS" below.

     The Company also  separately  sells vehicle  controls  hardware,  software,
engineering  services and other  components  that are  incorporated  by original
equipment  manufacturers  ("OEMs")  into  AGVs and AGV  systems.  These  control
products are designed to be of such general  applicability as to be incorporated
into many kinds of material handling vehicles.  Consequently,  they are used not
only  in  custom-designed  AGV  vehicles  and  systems,  but  also  to  automate
conventional material handling equipment such as forklifts and pallet jacks.

     The  Company's  primary  guidance  technology  for AGV  systems  is a laser
guidance AGV control  system,  Lazerway(TM),  which is viewed by  management  as
superior to the  traditional  "wire  guidepath"  technology for  controlling the
direction  of an AGV.  The laser  technology  permits  the end user to alter the
guidepaths of AGVs without changes in the user's  facility.  The Company obtains
this  technology  under a Master License  Agreement  ("MLA") with Danaher Motion
Saro AB. For further information regarding this MLA, see "The License Agreement"
below

     The Company  supplies  turnkey AGV systems and automation  solutions to end
users.  The  Company's  market  approach  also  includes  selling its  hardware,
software and engineering  services to OEM customers (i.e.,  manufacturers of AGV
systems,  AGVs and other vehicles that can be equipped for automation to fit the
end users'  need).  The Company  sells such  products  and  services to such OEM
customers both directly and as a  subcontractor.  In 2004,  sales of AGV related
systems  products and services  accounted  for almost all of the  Company's  net
revenues, as it did in 2003.

     The Company's principal office is located at 3400 Latrobe Drive, Charlotte,
North Carolina, 28211, and its telephone number is (704) 362-1115.



                                       2
<PAGE>

Strategy

     The Company's current business  objective and strategy is to strengthen its
core business through active marketing,  distribution,  installation and support
of turnkey material handling automation solutions utilizing AGVs, system control
technology, related products and engineering services.

     The Company's strategy is to increase awareness of its capability to design
and  deliver   turnkey   systems  among  end  users  as  well  as  creating  new
relationships  with suppliers of related  technologies  and  equipment,  such as
robots, whose products the Company could distribute to end users. As part of the
strategy,  the Company  intends to pursue  potential niche markets of end users.
The geographical focus of the Company's core business is North America.

     The Company will continue to review its strategy as it monitors the market,
competition and growth  opportunities for its products.  Results of such reviews
may affect the above strategies. There can be no assurance that any of the above
strategies or future strategies will meet management's objectives for success or
growth.

Automatic Guided Vehicle Systems

     AGVs are  driverless,  computer-controlled  vehicles that are programmed to
transport  materials  through  designated  pickup and delivery routines within a
particular  facility  (usually a manufacturing or distribution  facility) and to
transmit system status, inventory tracking and control and other information. In
many manufacturing and distribution  processes,  material handling needs are met
by roller tables,  conveyors,  manually operated vehicles and other conventional
methods that rely on rigid pathways or human drivers.  AGVs do not require human
drivers and yet can be rerouted within the constraints imposed by the particular
system.  The  Company's  AGV system  products and  services  have been used in a
variety of manufacturing  and distribution  industries,  including  warehousing,
textiles, newspaper publishing and electronics.

     The  vehicles  can be made to move and stop,  load and unload,  and perform
other  functions.  The AGVs load  handling  equipment is adapted to the type and
weight of the  material  that it  handles  and may  consist  of a roller  table,
forklift,  mechanical  arm or  other  device.  The  vehicle's  wheel  and  drive
configurations  vary,  depending  upon the  degree of  maneuverability  required
within  the  manufacturing  or  distribution  facility.  AGVs  increasingly  are
integrated  with  sophisticated  robots,  visual  recognition  devices  and  end
effectors to automatically and unload products.

     Automatic guided vehicles can be guided between pick-up and delivery points
by several methods.  The traditional  method is an inductive loop, called a wire
guidepath, which is embedded in the floor of the facility when the AGV system is
installed. The vehicles in an AGV system are equipped with a sensor and guidance
equipment that cause them to follow the guidepath. Because the installation of a
wire guidepath requires cutting a channel in the floor of the facility, the wire
guidepath method makes rerouting of AGVs less flexible. Moreover, this method of
installation of the system makes it  inappropriate  for clean room  environments
and certain other applications.

     Vehicle  guidance  based  on  laser  technology  eliminates  the  need  for
extensive  facility  reconfiguration  upon  installation.   The  laser  guidance
technology  employs a rotating  laser beam  emitted  from a vehicle to sweep the
room and  calculate  angles to detected  reflectors.  The data  gathered in this
manner is used by the vehicle's  computer to determine its location and progress
towards its  destination.  The vehicle  can be  rerouted  remotely by  computer.
Management  believes that laser guidance is superior to  traditional  technology
because it permits the end user to alter the designated routines of AGVs without
extensive reconfiguration of the facility.

     The end users of AGV systems  typically  are  businesses  that need to move
objects by vehicle within a single  manufacturing or distribution  facility such
as a leading car manufacturer  transporting  engines in its production  facility
with AGVs or a  publisher  of  newspapers  using AGV systems  incorporating  the
Company's  products  to move paper rolls and  finished  editions  through  their
printing plants.



                                       3
<PAGE>

     The Company offers over 20 standard AGV  technology  equipment and software
products with multiple  options to its customers.  These  standard  products are
incorporated  into the AGVs it  offers  for sale.  These  control  products  are
designed to be of such  general  applicability  as to be useful in many kinds of
material  handling  vehicles.  The AGVs have a  standard  AGV  design but can be
easily tailor made to fit the end user  applications and are typically unit load
handling type AGVs as well as fork style.  The Company also leverages its design
engineering  capabilities to offer engineered to order AGVs when appropriate for
unique applications where standard designs are not used.

     AGV systems can be custom designed by the Company,  system houses and OEMs,
and occasionally by end users, to satisfy the material  handling needs of an end
user's  facilities.  The more complex AGV systems perform several  functions and
are controlled by highly  sophisticated  computer software.  These systems track
and  maintain  the  flow  of  materials  through  an  entire   manufacturing  or
distribution  process. In doing so, they use numerous vehicles to move parts and
assemblies  through the various  operations  necessary  to produce the  finished
product.  The AGV system's own computers provide host production  computers with
the information necessary for management to make real-time production decisions.

The License Agreement

     The  Company's  AGV system  products  and  services  primarily  incorporate
technology  licensed by, and  products  purchased  from Danaher  Motion Saro AB,
Saro,  Sweden  ("Danaher"),  formerly Netzler & Dahlgren,  as well as technology
that it has  acquired or  developed  itself.  Prior to November  30,  2000,  the
Company  operated  under a Master  License  Agreement  ("MLA") dated December 1,
1987, as restated  November 30, 1995, in which the Company received from Danaher
AGV technology, hardware, software, know-how and consulting services. The Master
License  Agreement  provided  the Company the sole  rights to  commercially  and
technically  utilize,   apply  and  sub-license  Danaher's  AGV  system  control
technology  and to sell its AGV  system  products  in North  America to OEMs who
manufacture  vehicles in North America.  The MLA,  however,  provided that other
Danaher licensees that manufactured vehicles outside of North America could sell
complete  AGVs  equipped  with Danaher  controls to customers in North  America.
Danaher itself does not sell standard or custom vehicle frames for AGVs.

     On November 30, 2000, the Company  completed a renegotiation of its license
agreement with Danaher. The new agreement, dated November 30, 2000, expanded the
scope and territory of the Company's rights to permit the Company to sell to end
users on a  worldwide  basis,  and  continues  its  rights  to  sub-license  the
technology  to OEMs in North  America  but on a  non-exclusive  basis.  The 2000
license agreement (the "2000 License Agreement")  continues to allow the Company
to distribute the Danaher laser  technology as described above in North America.
The agreement's term extends to December 1, 2010 and is subject to automatic two
year  extensions  unless and until  either  party,  in  compliance  with certain
procedures,  notifies the other of its intention to terminate the agreement.  It
provides  for  payment of a 10%  royalty on  sub-license  fees  received  by the
Company with respect to AGV system technology. It also provides that the Company
has the  right to  purchase  Danaher  products  at prices  determined  annually.
Royalties are due 30 days  following  receipt of payment by the Company.  During
the fiscal year ended  November 30, 2004,  the Company  incurred no royalties to
Danaher with respect to  technology  sub-licenses  and purchased an aggregate of
$695,591 of hardware, software and engineering consulting services from Danaher.

Customers

     A  substantial  portion  of the  Company's  business  in any given  year is
derived  from a limited  number of  customers,  although  the  identity of those
customers  varies somewhat from year to year. For the fiscal year ended November
30, 2004, orders from the three largest customers accounted for 22.9%, 17.1% and
8.9% of the  Company's  net  revenues.  For fiscal  2003,  orders from the three
largest  customers  accounted  for  17.9%,  9.8% and 6.8% of the  Company's  net
revenues. For fiscal 2002, orders from the three largest customers accounted for
9.9%, 8.2% and 7.0% of the Company's net revenues.

     End users of the  Company's  products  and services are reached both by (1)
the Company's direct sales and (2) sales to system suppliers and OEMs.

     The Company sold turnkey systems to ten end users and supplied  products to
five system supplier and OEM



                                       4
<PAGE>

customers in 2004 that acquired the Company's  products under various types
of agreements.  Depending on the terms of such  agreements,  the system supplier
can typically obtain hardware, software and access to the Company's specific AGV
system know-how through license agreements.

     AGV system  products and services  sold to system  suppliers  and OEMs as a
group accounted for approximately 10%, 32% and 16% of the Company's net revenues
in the fiscal years ended November 30, 2004,  2003 and 2002,  respectively.  For
the  fiscal  year  ended  November  30,  2004,  such  customers   accounted  for
approximately $663,000 in net revenues.

     The Company sold AGV system products and services  directly to end users in
2004 to incorporate  such components and equipment into AGV systems suitable for
their  particular  needs.  AGV system products and services sold directly to end
users accounted for approximately 90%, 68% and 84% of the Company's net revenues
in the fiscal years ended November 30, 2004, 2003 and 2002, respectively.

Marketing

     The Company's  marketing  strategy and goal is to promote the advantages of
its automation  solutions using AGV systems for automated material transport and
handling.  The Company's  sales efforts are primarily  directed toward end users
and to a lesser extent to OEM customers and system suppliers. In its approach to
certain  prospective  end  user  customers,  the  Company  will  offer a  teamed
technology arrangement.  In such an arrangement,  the Company will work with its
OEM customer to integrate  the  Company's  products and services  with the OEM's
equipment.  The goal is to fashion a material  movement system that will satisfy
the end  user's  particular  needs.  Such  technology,  once  installed,  can be
maintained by factory floor  technicians.  The licensed  technologies  have been
used in more than 1000 AGV systems with over 7,000 vehicles  (composed of as few
as one vehicle and as many as 50 vehicles).

     The  Company's  marketing  program  is  led  by  its  Vice  President  with
assistance  from the  President,  the Executive  Vice  President,  and marketing
manager,   while  the  salespersons   are  responsible  for  developing   direct
relationships  with end users,  system suppliers,  OEMs, and  distributors.  The
Company  attends the major trade shows held by the materials  handling  industry
and advertises in various industry publications.

     The  bidding  process  takes,  on  average,  three  months  to one year for
completion.  The design,  manufacture and installation of AGV systems  utilizing
the Company's products and services require an additional six to twelve months.

Backlog

     Backlog consists of all amounts  contracted to be paid by customers but not
yet recognized as net revenues by the Company. At November 30, 2004, the Company
had a backlog of approximately  $3,330,000  compared to $1,550,000 total backlog
one year earlier.  Substantial fluctuations in backlog are considered normal due
to the size of AGV system contracts.

Patents and Proprietary Information

     Product  developments  sponsored and funded by the Company are the property
of the Company and may be patented by the Company. The Company owns and licenses
various patents and trademarks with varying expiration dates.

     Management  believes that the Company's  know-how and ability to modify and
adapt its  products  to  changing  applications  is just as  significant  to the
maintenance of its  competitive  position as is the  protection  afforded by its
patent and trademark rights.



                                       5
<PAGE>

Research and Development

     The  Company's   research  and  development   activities  are  designed  to
complement  existing AGV  products  and  services and not to innovate  radically
different   technologies.   Management  relies  upon  Danaher  to  innovate  new
navigation and guidance technology to which the Company is entitled according to
the terms of the 2000  License  Agreement  but relies on itself for AGV  vehicle
designs and integration.

     The Company incurred $299,178 for research and development in fiscal 2004,
compared to $241,175 and $133,365 in fiscal 2003 and 2002, respectively.

Inventory

     The Company  purchases  considerable  amounts of hardware and software from
Danaher.  The lead  time  required  for such  purchases  averages  approximately
sixteen weeks.  Other manufactured  products  inventoried by the Company require
similar lead times.  Due to the long lead times  required and increased  work in
process  in the  manufacturing  of AGVs,  a general  increase  in the  volume of
business can require increases in inventory levels.

Competition

     The material handling industry is highly competitive,  and technologies are
being   continuously   developed  or  improved.   While  the  Company  endeavors
continually to improve and upgrade its product and service offerings,  there can
be no  assurance  that  other  firms  having  greater  financial  resources  for
research,   development   and   marketing   will  not  develop   products   with
characteristics  superior to the Company's products or that render the Company's
products obsolete.

     The Company faces most of its  competition  from AGV  suppliers  that offer
turnkey AGV systems based on their own proprietary  AGVS  technology.  Presently
there are approximately 10 companies offering AGV solutions in the market place.

     The  terms of the 2000  License  Agreement  with  Danaher  do not  prohibit
Danaher's  other  licensees from entering the North  American  market or Danaher
from signing up new  licensees in North  America to compete with the Company and
its  sub-licensees or to supply  completed AGVs to the Company's  sub-licensees.
Management believes that such new competition could be a threat to the Company's
current and potential revenues.

Employees

     The Company  presently employs 30 persons on a full-time basis. None of the
Company's employees is a party to a collective bargaining agreement. The Company
considers its employee relations to be good.



                                       6
<PAGE>

Item 2.  Properties

     The Company leases two properties  under long-term  operating  leases.  The
lease for the headquarters in Charlotte,  NC is for approximately  13,000 square
feet and has a monthly  lease  payment of $11,995  which expires April 30, 2006.
The Company's Detroit,  Michigan office leases  approximately  6,000 square feet
with a monthly lease payment of $3,000;  the Detroit lease and expires  February
28, 2006.  Rental  expense was  $185,861,  $152,572,  and $167,998 for the years
ended November 30, 2004, 2003, and 2002, respectively.

Item 3.  Legal Proceedings

               None.

Item 4.  Submission of Matters to a Vote of Security Holders

               None.



                                       7
<PAGE>

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     The Company's Common Stock previously traded on the National Association of
Securities Dealers, Inc. ("NASDAQ") National Market under the symbol "AGVS". The
Company's  common  stock began  trading on the OTC  Bulletin  Board in November,
1995. As of November 30, 2004, 4,824,451 of the Company's 11,000,000  authorized
shares of Common Stock were issued and outstanding.

     Trading in the Company's  securities commenced on March 28, 1990. The table
below indicates  quarterly high and low bid and asked  information for the years
ended  November 30, 2004 and 2003,  respectively,  as provided to the Company by
the OTC Bulletin Board.  The quotations  reflect  inter-dealer  prices,  without
dealer  mark-up,   mark-down,  or  commission,  and  may  not  represent  actual
transactions.

     The approximate  number of holders of record of common stock of the Company
as  of  January  14,  2005  was  180.  The  Company   believes  that  there  are
approximately 650 beneficial owners of the Company's common stock.

<TABLE>
<CAPTION>

                                                                   Market Price per Share

                                       -------------------------------------------------------------------------------
                                                        2004                                    2003

                                       --------------------------------------------------------------------------------
<S>                                      <C>        <C>    <C>         <C>       <C>      <C>          <C>      <C>

                                              High                 Low                High                Low
Quarter Ended                            Bid        Ask       Bid      Ask       Bid       Ask       Bid       Ask
-----------------------------------------------------------------------------------------------------------------------

February 28                              1.05       1.25      0.40     0.45      0.20      0.40      0.11      0.16
May 31                                   0.78       1.04      0.35     0.45      0.15      0.20      0.05      0.08
August 31                                0.51       0.90      0.31     0.40      0.45      0.53      0.10      0.19
November 30                              0.52       0.75      0.28     0.35      1.04      1.05      0.15      0.35
=======================================================================================================================
</TABLE>


     The Company has never paid cash  dividends and has no present  intention to
declare or pay cash dividends.  The Company  continues to explore its options to
raising  additional  capital,  entering into a possible business  combination or
taking the Company private.



                                       8
<PAGE>

                      EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information about our equity compensation plans
as of November 30, 2004. All outstanding awards relate to our common stock. For
additional information about our equity compensation plans, see note 12 to our
financial statements in Item 7.

<TABLE>
<CAPTION>

                                                                                          Number of securities
                                                                                          remaining available for
                                Number of securities to be                                future issuance under
                                  issued upon exercise of     Weighted-average exercise   equity compensation plans
                                   outstanding options,         price of outstanding      (excluding securities
Plan category                       warrants and rights         options, warrants and     issuable under outstanding
                                                                       rights             options, warrants and
                                                                                          rights)
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                            <C>                           <C>
Equity compensation plans
approved by security holders              220,500                       $0.29                          -

Equity compensation plans not
approved by security holders
                                             -                            -                            -
-------------------------------------------------------------------------------------------------------------------

Total                                     220,500                       $0.29                          -
===================================================================================================================
</TABLE>



                                       9
<PAGE>

Item 6.  Management's Discussion and Analysis of Financial
      Condition and Results of Operations

     The information under the caption "Management's  Discussion and Analysis of
Financial Condition and Results of Operations" in the Registrant's Annual Report
to the security  holders  furnished to the Commission under Rule 14a-3(b) of the
Securities  Exchange  Act of 1934 (a copy of which is included  in the  exhibits
hereto) is incorporated herein by reference.

Item 7.  Financial Statements

     The Financial  Statements in the Registrant's Annual Report to the security
holders  furnished  to the  Commission  under Rule  14a-3(b)  of the  Securities
Exchange  Act of 1934 (a copy of which is included in the  exhibits  hereto) are
incorporated herein by reference.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosures

     On  March  2,  2004,  the  Company  received  notice  from  its  certifying
accountants,   McGladrey  and  Pullen,  LLP,  that  it  declined  to  stand  for
re-election  after  completion of the audit for the fiscal year ending  November
30, 2003 and completing its normal re-evaluation process.  McGladrey has audited
the Company's financial statements since May 25, 1989.

     During the Company's two most recent  fiscal years and  subsequent  interim
period preceding the notice from McGladrey & Pullen on March 2, 2004, there were
no  disagreements  with  the  former  accountant  on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

     The Company commenced a search for a substitute accounting firm on March 4,
2004 and selected  Grant  Thornton LLP on March 16,  2004,  as reported on the
Company's Form 8-K, to perform auditing services for the Company.


Item 8A.  Controls and Procedures

     The Company maintains a system of internal controls and procedures designed
to provide reasonable assurance as to the reliability of the Company's published
financial statements and other disclosures included in this report. The
Company's Board of Directors, operating through an audit committee that is
composed entirely of independent outside directors, provides oversight to the
Company's financial reporting process.

     Under the supervision and with the participation of our management,
including the Chief Executive Officer, we have evaluated the effectiveness of
the design and operation of our disclosure controls and procedures as of the end
of the period covered by this report. Based on that evaluation, the Chief
Executive Officer has concluded that, for the reason discussed below, these
disclosure controls and procedures are not effective to provide reasonable
assurance that information required to be disclosed by us in reports that we
file under the Securities and Exchange Act of 1934 is recorded, processed,
summarized, and reported, within the time periods specified in Securities and
Exchange Commission rules and forms. It should be noted that in designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. We have designed
our disclosure controls and procedures to reach a level of reasonable assurance
of achieving desired control objectives and, based on the evaluation described
above, our Chief Executive Officer concluded that our disclosure controls and
procedures were not effective at reaching that level of reasonable assurance.


                                       10
<PAGE>


     In connection with the audit of our financial statements for the fiscal
year ended November 30, 2004, our independent registered public accounting firm
informed us that they had discovered what they believed to be a significant
deficiency which constitutes a material weakness in our internal controls over
financial reporting under the standards of the Public Company Accounting
Oversight Board. They noted that adequate segregation of duties do not exist for
the Company's financial reporting process, as the duties of Controller, CFO and
CEO are performed by the same individual. Accordingly, the preparation of
financial statements and the related monitoring controls surrounding this
process have not been performed by different individuals.

     There were no significant changes in the internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses. Without limiting the foregoing, there have
been no significant changes in internal controls over financial reporting during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.

                                       11
<PAGE>


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

     The information under the captions  "Election of Directors",  "Management",
and  "Compliance  with Section 16(a) of the Securities  Exchange Act of 1934" in
the Registrant's definitive Proxy Statement is incorporated herein by reference.

     The Board has adopted a Code of Business Conduct and Ethics,  which applies
to all of the Company's employees,  officers and Directors. The Code of Business
Conduct  and  Ethics was filed as  Exhibit  14 of the  Company's  10-KSB for the
period ending November 30, 2003.

Item 10.  Executive Compensation

     The  information  under  the  captions   "Compensation  of  Directors"  and
"Executive  Compensation" in the Registrant's definitive Proxy Statement for its
2005 Annual Meeting of Stockholders is incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

     The  information  set  forth  under  the  caption  "Security  Ownership  of
Management and Others" in the  Registrant's  definitive  Proxy Statement for its
2005 Annual Meeting of Stockholders is incorporated herein by reference.

     Information  concerning  securities  authorized  under equity  compensation
plans of the Company is included under Item 5 of this report and is incorporated
under this Item 11 by reference.

Item 12.  Certain Relationships and Related Transactions

     The information set forth under the caption  "Certain  Transactions" in the
Registrant's   definitive  Proxy  Statement  for  its  2004  Annual  Meeting  of
Stockholders is incorporated herein by reference.



                                       12
<PAGE>

                                     PART IV

Item 13.        Exhibits and Reports on Form 8-K

        (a) Exhibits:

Exhibit
No.            Description



--------

3.1  (a)*      Certificate  of  Incorporation  of the Company  (incorporated  by
               reference  to  Exhibit  3.1 to the  Company's  Form  10-K for the
               fiscal year ended November 30, 1990 (the 1990 Form 10-K)

     (b)*      Certificate  of  Amendment  dated May 27, 1993  (incorporated  by
               reference to Exhibit 3.1 to the Company's  Registration Statement
               on Form S-1 dated August 27, 1993)

     (c)*      Delaware  Certificate  of  Amendment  dated  June  25,  2002  for
               Company's name change to Transbotics Corporation

3.2  *         Bylaws of the Company  (incorporated  by reference to Exhibit 3.2
               to the Company's 1990 Form 10-K)

4.1  *         Form of Common Stock  certificate  (incorporated  by reference to
               Exhibit  4.1  to  the  Company's   Registration   Statement  (No.
               33-32925) on Form S-18)

10.1 (a)*      License Agreement dated November 30, 2000 between the Company and
               Netzler & Dahlgren Co. AB  (incorporated  by reference to Exhibit
               10.1 to the December 20, 2000 Form 8-K)

     (b)*      Security  Agreement  dated March 2, 2001  between the Company and
               Netzler & Dahlgren Co. AB  (incorporated  by reference to Exhibit
               10.2(h) to the  Company's  Form  10-KSB for the fiscal year ended
               November 30, 2000 (the 2000 Form 10-KSB))

10.2 *         Service and Support Agreement dated December 14, 1999 between the
               Company and the Raymond Corporation (incorporated by reference to
               Exhibit 10.7 to the Company's 1999 Form 10-KSB)

10.3 *         Employment  Agreement  dated March 1, 1999 between Claude Imbleau
               and the Company  (incorporated  by  reference to Exhibit 4 to the
               Company's Form 10-QSB for the period ending May 31, 1999)



                                       13
<PAGE>

Item 13.         Exhibits and Reports on Form 8-K

Exhibit
No.            Description
--------       -----------

10.4 (a)*      Promissory Note and other related agreements between  Transbotics
               and  SouthTrust  Bank dated  November  13,  2003(incorporated  by
               reference  to Exhibit 10.8 to the  Company's  Form 10-KSB for the
               period ending November 23, 2004)

     (b)       Promissory Note and other related agreements between  Transbotics
               and SouthTrust Bank dated November 23, 2004

10.5 *         Subscription   agreement   for   600,000   shares  and   $150,000
               convertible note between Transbotics and Robison-Oates Investment
               Fund,  LLC. (  incorporated  by  reference  to  Exhibit  10.2 the
               Company's September 26, 2003 Form 8-K)

10.6 *         Subscription agreement for 300,000 shares and $75,000 convertible
               note between  Transbotics  and Curt  Kennington ( incorporated by
               reference to Exhibit 10.3 the  Company's  September 26, 2003 Form
               8-K )

10.7 *         Subscription agreement for 300,000 shares and $75,000 convertible
               note between  Transbotics  and Anthony  Packer  (incorporated  by
               reference to Exhibit 10.4 the  Company's  September 26, 2003 Form
               8-K)

10.8 *         Investor   Rights   Agreement   between   the   Corporation   and
               Shareholders  (incorporated  by  reference  to  Exhibit  10.5 the
               Company's September 26, 2003 Form 8-K)

10.9 *         Form D Notice of sale of  securities  pursuant  to  regulation  D
               dated October 7,  2003(incorporated  by reference to Exhibit 10.9
               to the  Company's  Form 10-QSB for the period  ending  August 31,
               2003)

10.10*         Press  release  on major  order  (incorporated  by  reference  to
               Exhibit 10.1 to the Company's January 15, 2004 Form 8-K)

10.11*         License Agreement dated December 31, 2003 between the Company and
               Frog  Navigation  Systems  B.V.  (incorporated  by  reference  to
               Exhibit 10.19 to the Company's  Form 10-KSB for the period ending
               November 30, 2003)

10.12*         Major  Contract   between   Transbotics  and  customer  that  was
               announced  on  January  15,  2004  Form  8-K.   (incorporated  by
               reference to Exhibit 10.20 to the  Company's  Form 10-KSB for the
               period ending November 30, 2003)

10.13          Press release announcing new order in Cosmetic industry

10.14          Press release announcing new order in Printing industry

13.            Company's 2004 Annual Report

14   *         Transbotics Code of Business Conduct & Ethics order (incorporated
               by  reference  to Exhibit 14 to the  Company's  November 30, 2003
               Form 10-KSB)

23.3 (a)       Consent of Grant Thornton LLP to the incorporation by reference
               of its Report of Independent Registered Public Accounting Firm in
               this Form 10-KSB

     (b)       Consent  of  McGladrey  &  Pullen,  LLP to the  incorporation  by
               reference of its Report of Independent Registered Public
               Accounting Firm in this Form 10-KSB

31.1           Certification of by Claude Imbleau, The Company's President, CEO,
               principal financial officer and principal accounting officer

32.1           Certification of Periodic  Financial Report pursuant to 18 U.S.C.
               section 1350

99.1*          United States Letters Patent for Optical Navigation System for an
               Automatic Guided Vehicle and Method (Patent No.  4,626,132;  Date
               of Patent 08/15/89) (incorporated by reference to Exhibit 28.1 to
               the Form S-18)

99.2*          United  States  Letters  Patent  for  Method  and  Apparatus  for
               Providing  Destination  and Vehicle  Function  Information  to an
               Automatic  Guided Vehicle (Patent No.  4,780,817;  Date of Patent
               10/25/88)  (incorporated by reference to Exhibit 28.2 to the Form
               S-18)

99.3*          United States Patent and Trademark  Office Notice of  Recordation
               of  Assignment  Document  for United  States  Letters  Patent for
               Automatic  Guided  Vehicle  Traffic  Control  System  and  Method
               (Document  Date 02/19/88)  (incorporated  by reference to Exhibit
               28.3 to the Form S-18)



                                       14
<PAGE>

Item 13.         Exhibits and Reports on Form 8-K

Exhibit
No.            Description
-------        -----------

99.4*          Canadian  Letters  Patent for  Apparatus  and Method for  Optical
               Guidance   System  for  Automatic   Guided  Vehicle  (Patent  No.
               1,236,132; Date of Patent 05/17/88) (incorporated by reference to
               Exhibit 28.4 to the Form S-18)

99.5*          United States  Letters  Patent for  Automatically  Guided Vehicle
               Having Steering Mechanism for Enabling Vehicle to Follow Guidance
               Wire   (Patent   No.   4,729,449;   Date  of   Patent   03/08/88)
               (incorporated by reference to Exhibit 28.5 to the Form S-18).

99.6*          United States Letters Patentfor  Apparatus and Method for Optical
               Guidance   System  for  Automatic   Guided  Vehicle  (Patent  No.
               4,626,995; Date of Patent 12/02/86) (incorporated by reference to
               Exhibit 28.6 to the Form S-18)

99.7*          United States  Certificate of Registration of Trademark  POWERWAY
               (No. 2,323,133; Date of Registration 02/29/2000) (incorporated by
               reference to Exhibit 99.7 to the November 30, 2003 Form 10KSB)

99.8*          United   States   Certificate   of   Registration   of  Trademark
               TRANSBOTICS  (No.  2,740,372;  Date of  Registration  07/22/2003)
               (incorporated  by  reference  to Exhibit 99.7 to the November 30,
               2003 Form 10KSB)

       * Certain of the exhibits to this Report, indicated by an asterisk, are
         hereby incorporated by reference to other documents on file with the
         Commission, with which they are filed in fact, to be a part hereof as
         of their respective dates.

(b) Reports on Form 8-K

         None

Item 14.  Principal Accountant Fees and Services

     The information under the caption "Principal  Accountant Fees and Services"
in the  Registrant's  definitive  Proxy Statement for its 2005 annual meeting of
Stockholders is incorporated herein by reference.



                                       15
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                               TRANSBOTICS CORPORATION
                               Registrant


                               By :/s/Claude Imbleau
                                   -----------------
                                   Claude Imbleau
                                   President, CEO, CFO


Date: February 11, 2005


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and date
indicated.


                               By: /s/D. Bruce Wise
                                   ------------------------------
                                   D. Bruce Wise
                                   Chairman of the Board of Directors

                               By: /s/Claude Imbleau
                                   ------------------------------
                                   Claude Imbleau
                                   President, CEO
                                   Director ( Principal Executive Officer,
                                   Principal Financial Officer and Principal
                                   Accounting Officer)

                               By: /s/Tommy Hessler
                                   ------------------------------
                                   Tommy Hessler
                                   Executive Vice President
                                   Director

                               By: /s/ John H. Robison
                                   ------------------------------
                                   John H. Robison
                                   Director

                               By: /s/ Edward H. Gross
                                   ------------------------------
                                   Edward H. Gross
                                   Director


Date: February 11, 2005



                                       16