UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report July 16, 2007
(Date
of
earliest event reported) (July 10, 2007)
NETFABRIC
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-21419
|
76-0307819
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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299
Cherry Hill Road
Parsippany,
NJ 07054
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code (973) 537-0077
3
Stewart
Court, Denville, NJ 07834
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
3.02. Unregistered
Sales of Equity Securities.
On
July
10, 2007, the Company sold an aggregate of 11,250,000 shares of the Company’s
common stock, par value $0.01 (the “Common Stock”) to four investors, for an
aggregate purchase price of $450,000, including $100,000 from Fred Nazem, a
stockholder of the Company.
The
Company did not pay any underwriting discounts or commissions in connection
with
the sale of the Common Stock in these transactions.
Issuance
of the securities was exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended. The shares were sold to accredited investors
in various private placements without the use of any form of general
solicitation or advertising. The underlying securities are “restricted
securities” subject to applicable limitations on resale.
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. | ||
| |
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Date:
July 16, 2007
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By: | /s/ Fahad Syed |
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Name: Fahad Syed |
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Title:
Chairman and CEO
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