U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-21419
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
[ ] 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 Report Ended:
-------------------
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:
PART I - REGISTRANT INFORMATION
NETFABRIC HOLDINGS, INC.
Full Name of Registrant
HOUSTON OPERATING COMPANY
Former Name if Applicable
THREE STEWART COURT
Address of Principal Executive Office (Street and Number)
DENVILLE, N.J. 07834
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 reasonable effort or expense;
(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 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 Forms 10-K, 20-F,
11-K, 10-Q, 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)
The Registrant cannot file its Yearly Report on Form 10-KSB for the period
ended December 31, 2005 within the prescribed time period because of
delays in compiling the information for the preparation of the audited
financial statements for the Form 10-KSB which could not be eliminated
without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Vasan Thatham (973) 887-2785
------------- -----------------------------
(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 reports(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?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both normatively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
2
See Attachment
NETFABRIC HOLDINGS, 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: March 31, 2006 By: /s/ Vasan Thatham
---------------------------------
Name: Vasan Thatham
Title: Vice President and 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).
3
ATTACHMENT TO PART IV (3) OF THE
FORM 12b-25 OF
NETFABRIC HOLDINGS, INC.
With respect to the Form 10-KSB for the year ended December 31, 2005
On May 20, 2005, the Registrant entered into and closed on a share exchange
agreement, whereby the Registrant acquired all of the issued and outstanding
shares of UCA Services, Inc. Therefore, the results of operations for the fiscal
year ended December 31, 2005 will significantly vary from the corresponding
period of the prior fiscal year. The audit of the Company's financial statements
could not be completed in a timely manner. Until the audit is complete, a
reasonable estimate of the results cannot be made.
4