SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(Amendment No.__)*
NetFabric Holdings, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
64111Y107
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(CUSIP Number)
July 10, 2007
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("Act") 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).
CUSIP No. 64111Y107 13G Page 2 of 12 Pages
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Brandon Fradd
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
(5) SOLE VOTING POWER
5,000,000
------------------------------------
(6) SHARED VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED ------------------------------------
BY EACH REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH
5,000,000
------------------------------------
(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 2 of 5 Pages
Item 1.
(a) Name of Issuer.
NetFabric Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices.
Three Stewart Court, Denville, New Jersey, 07834
Item 2.
(a) Name of Person Filing.
This Schedule 13G is being filed by Brandon Fradd.
(b) Address of Principal Business Office or, if none, Residence.
The principal business address of Brandon Fradd is: 68 Jane
Street, 2E, New York, NY 10014.
(c) Citizenship.
United States.
(d) Title of Class of Securities.
Common Stock, par value $0.001 per share.
(e) CUSIP Number.
64111Y107
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser in accordance with Sec.
240.13d-1(b)(1)(ii)(E).
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
Sec. 240.13d(Y)1(b)(1)(ii)(F).
(g) [ ] Parent holding company, in accordance with Sec.
240.13d-1(b)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940.
(j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this
box [ x ].
Page 3 of 5 Pages
Item 4. Ownership
(a) Amount Beneficially Owned. 5,000,000 shares.
(b) Percent of Class. 5.8%.
(c) Number of shares as to which each such person has
(i) sole power to vote or to direct the vote: 5,000,000
shares.
(ii) shared power to vote or to direct the vote: 0 shares.
(iii) sole power to dispose or to direct the disposition of:
5,000,000 shares.
(iv) shared power to dispose or to direct the disposition of:
0 shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 4 of 5 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
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: August 21, 2007
/s/ Brandon Fradd
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Brandon Fradd
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Page 5 of 5 Pages