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) December 4, 2007
NetFabric
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-21419
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76-0307819
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
Incorporation)
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299
Cherry Hill Road, Parsippany, NJ 07054
(Address
of principal executive offices) (zip
code)
Registrant’s
telephone number, including area code - (973) 537-0077
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
4.01. Changes In Registrant’s Certifying Accountant.
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1.
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On
December 4, 2007, NetFabric Holdings, Inc. was notified that
the partners of Goldstein Golub Kessler LLP (GGK), became partners
of
McGladrey & Pullen, LLP in a limited asset purchase agreement
and
that GGK resigned as independent registered public accounting firm
for the
Company. McGladrey & Pullen, LLP was appointed as the Company’s new
independent registered public accounting
firm.
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2.
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The
audit report of GGK on the consolidated financial statements of NetFabric
Holdings, Inc. and subsidiaries as of and for the year ended December
31,
2006 did not contain an adverse opinion or a disclaimer of opinion,
and
were not qualified or modified as to uncertainty, audit scope or
accounting principles. GGK's December 31, 2006 audit report relating
to
GGK's audit of Company's financial statements for the fiscal year
ended
December 31, 2006 included an emphasis paragraph relating to an
uncertainty as to the Company's ability to continue as a going
concern.
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3.
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The
decision to engage McGladrey & Pullen, LLP was approved by the board
of directors, effective December 4,
2007.
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4.
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During
the Company’s most recent fiscal year ended December 31, 2006 and through
December 4, 2007, the Company did not consult with McGladrey & Pullen,
LLP on (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion
that may be rendered on the Company’s financial statements, and McGladrey
& Pullen, LLP did not provide either a written report or oral advice
to the Company that McGladrey & Pullen, LLP concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue; or (ii) the subject
of
any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation
S-K and
the related instructions, or a reportable event within the meaning
set
forth in Item 304(a)(1)(v) of Regulation
S-K.
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5.
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In
connection with the audit of the Company's consolidated financial
statements for the fiscal year ended December 31, 2006 and through
the
date of this Current Report, there were: (i) no disagreements between
the
Company and GGK on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures,
which
disagreements, if not resolved to the satisfaction of GGK, would
have
caused GGK to make reference to the subject matter of the disagreement
in
their report on the Company's financial statements for such year,
and (ii)
no reportable events within the meaning set forth in Item 304(a)(1)(v)
of
Regulation S-K.
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6.
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The
Company has provided GGK a copy of the disclosures in this Form 8-K
and
has requested that GGK furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not GGK agrees
with
the Company's statements in this Item 4.01(a). A copy of the letter
dated
December 6, 2007 furnished by GGK in response to that request is
filed as
Exhibit 16.1 to this Form 8-K.
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Item
9.01. Financial Statements And Exhibits
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Exhibits
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Exhibit
Number
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Description
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16.1
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Letter
from Goldstein Golub Kessler LLP, dated December 6,
2007.
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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:
December 6, 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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EXHIBIT
INDEX
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Exhibit
Number
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Description
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16.1
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Letter
from Goldstein Golub Kessler LLP, dated December 6,
2007.
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