UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOUSTON OPERATING COMPANY
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
442287108
(CUSIP Number)
Mr. Jeffrey Robinson
c/o Netfabric Corporation
67 Federal Road, Building A, Suite 300
Brookfield, CT 06804
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(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
12/9/2004
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. /_/
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 442287108
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1 NAME OF REPORTING PERSONS Jeffrey Robinson
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS [00]
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|-|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF 7 SOLE VOTING POWER 14,832,476
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----------------------------------------------------------------
THE 9 SOLE DISPOSITIVE POWER 14,832,476
REPORTING ----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 14,832,476
THE REPORTING PERSON
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12 CHECK BOX IF THE AGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 38.37%
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14 TYPE OF REPORTING PERSON IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D, dated December 20, 2004, of Houston Operating Company, a
Delaware corporation (the "Issuer"), is filed to reflect the information
required pursuant to Rule 13d-2 of the Securities and Exchange Act of 1934, as
amended (the "Act"), relating to common shares, $0.001 par value per share (the
"Common Stock") of the Issuer. The Issuer's principal executive office is 67
Federal Road, Building A, Suite 300 Brookfield, CT 06804.
ITEM 2. IDENTITY AND BACKGROUND.
(i) Jeffrey Robinson
(a) This statement is being filed on behalf of Jeffrey Robinson, a director
CEO of Houston Operating Company.
(b) The business address of Mr. Robinson is c/o Netfabric Corporation,
67 Federal Road, Building A, Suite 300, Brookfield, CT 06804.
(c) Mr. Robinson's principal occupation is CEO of Houston Operating Company.
(d)-(e) During the last five years Mr. Robinson has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Robinson holds United States citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 9, 2004, Houston Operating Company entered into an Exchange
Agreement (the "Agreement") with all of the stockholders of Net Fabric
Corporation. On the same date, pursuant to the terms of the Agreement, the
Company acquired all of the issued and outstanding capital stock of Net Fabric
from the Stockholders in exchange for 32,137,032 newly-issued shares of the
Company's Common Stock. Mr. Nazem is the beneficial owner of 14,832,476 of these
shares.
The reporting person acquired his shares as described above.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Robinson has no present intention to engage or cause the Issuer to engage in
any transactions or activities specified in paragraphs (a) through (j) of this
Item 4. Mr. Robinson has acquired the security of the Company for general
investment purposes. Except as set forth above, Mr. Robinson is not party to any
agreements to acquire any additional security at this time. Notwithstanding the
foregoing, Mr. Robinson retains the right to change their investment intent, to
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propose one or more possible transactions to the Issuer's Board of Directors, to
acquire additional securities from time to time or to sell or otherwise dispose
of all or part of the securities beneficially owned by them in any manner
permitted by law. On December 8, 2004, Mr. Robinson became a director of the
Issuer. As a director of the Issuer he will not take any actions with respect to
the Issuer or the Common Shares that would not be consistent with Mr. Robinson's
duties as a director.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this report, Mr. Robinson which represents 38.37% of
the Issuer's Common Stock.
(b) As of the date of this report, Mr. Robinson has the sole power to vote
or direct the voting of, or dispose or direct the disposition of 14,832,476
shares of the Issuer's Common Stock.
(c) Mr. Robinson has not effected any transactions in the class of
securities described in the past 60 days.
(d) Not applicable.
(e) Mr. Robinson remains the beneficial owner of more than 5% of the class
of securities described herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: December 13th, 2004
By: /s/ Jeffrey Robinson
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Name: Jeffrey Robinson
Title: Authorized Representative