UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 24, 2007
NetFabric Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-21419 76-0307819
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Three Stewart Court, Denville, NJ 07834
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (973) 887-2785
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes In Registrant's Certifying Accountant.
On January 24, 2007, the Board of Directors of NetFabric Holdings, Inc. (the
"Company") dismissed J.H. Cohn LLP ("JHC") as the Independent Registered Public
Accounting Firm of the Company and appointed Goldstein Golub Kessler LLP ("GGK")
to serve as the Company's Independent Registered Public Accounting Firm. The
audit report of JHC on the financial statements of the Company as of and for the
two fiscal years ended December 31, 2005 and 2004 did not contain an adverse
opinion or a disclaimer of opinion nor was it modified as to uncertainty, audit
scope or accounting principles. The report contained an explanatory paragraph
about the Company's ability to continue as a going concern.
During the Company's two most recent fiscal years and through January 24, 2007,
there were no disagreements with JHC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of JHC, would have caused
them to make reference to the subject matter of the disagreements in connection
with their reports. During our two most recent fiscal years, and the subsequent
interim period through the date JHC was dismissed, JHC did not advise the
Company as to any reportable events of the type described in Item
304(a)(1)(iv)(B) of Regulation S-B.
During the period that JHC had acted as the Company's independent accountants,
the Company did not consult with GGK on any matter that (i) involved the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company's financial statements, in each case where written or oral advice was
provided, that was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
was either the subject of a disagreement or event, as that term is described in
Item 304(a)(1)(iv)(A) of Regulation S-B.
The Company has provided JHC with a copy of this disclosure and requested that
they furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees or disagrees with the statements by the
Company in this report and, if not, stating the respects in which it does not
agree. A letter from JHC to such effect is attached hereto as Exhibit 16.1.
Item 9.01. Financial Statements And Exhibits
(d) Exhibits
Exhibit Number Description
16.1 Letter from J.H. Cohn LLP, dated January 25, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NETFABRIC HOLDINGS, INC.
Date: January 26, 2007 By: /s/ Fahad Syed
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Name: Fahad Syed
Title: Chairman and CEO
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter from J.H. Cohn LLP, dated January 25, 2007.
