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, 2006
[_] 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:
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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
Former Name if Applicable
THREE STEWART COURT
Address of Principal Executive Office (Street and Number)
DENVILLE, N.J 07834
City, State and Zip Code
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PART II
RULE 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 subject distribution report on Form 10-D, 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
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 Company could not complete its annual report on Form 10-KSB for the
fiscal year ended December 31, 2006, on a timely basis due to certain
unforeseen difficulties in connection with its preparation.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Vasan Thatham (973) 887-2785
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(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 report(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
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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.
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: April 2, 2007 By: /s/ Vasan Thatham
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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).
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ATTCHEMENT TO PART IV OF
FORM 12b-25 OF
NETFABRIC HOLDINDS, INC.
With respect to the Form 10-KSB for the year ended December 31, 2006
On May 20, 2005, the Company entered into and closed on a share exchange
agreement, whereby the Company acquired all of the issued and outstanding shares
of UCA Services, Inc. Therefore, the results of operations for the fiscal year
ended December 31, 2006 will significantly vary from the corresponding period of
last fiscal year. In addition, on May 5, 2006, the Company announced its
decision to exit from the hardware-based VoIP communications product line
(including resale of transport services) that is targeted at small to mid-sized
businesses. Therefore, the results of the VoIP segment will be classified as
discontinued operations, with reclassification of prior year results to conform
with the current year's presentation.
The Company anticipates reporting revenues of $4,647,496 (unaudited) for the
three months ended December 31, 2006 compared to revenues of $5,056,958
(unaudited) reported for the three months ended December 31, 2005.
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