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) March 31, 2008
|
NetFabric
Holdings, Inc.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
0-21419
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76-0307819
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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299
Cherry Hill Road, Parsippany, NJ
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07054
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(Address
of principal executive offices)
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(zip
code)
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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):
|
¨
|
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)
|
|
¨
|
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
3.01(d). Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or
Standard: Transfer of Listing.
On
March
31, 2008, the Board of Directors of the Company, on the recommendation of
management, definitively determined that it should no longer expend its limited
financial resources on meeting its reporting obligations under the Securities
Act of 1934, as amended. As an immediate consequence of this decision, the
Company is not able to complete the audit and file its annual report on Form
10-KSB for the year ended December 31, 2007. Due to this continuing lack
of
adequate financial resources, the Company does not currently plan to file
any
subsequent reports until it has solved its financial resources needs. As
a
result, it is expected that the Company’s shares will be no longer quoted on the
OTC.BB since it will no longer be in compliance with its reporting
obligations.
The
Board
believes it is in the best interests of its shareholders to conserve cash
at
this time and to invest it in growing UCA Services, the Company’s operating
subsidiary which has been profitable in the past few months. The improved
performance is in part due to increased revenues from a new initiative with
an
existing client and in part due to cost reductions implemented over the past
year. The profits from the subsidiary, however, are not adequate to cover
the
expenses related to reporting and paying the interest due to the Company’s
secured lender. In addition, the Company continues to have working capital
deficiency as previously reported. The Company has no other option but to
preserve cash in order to sustain and fund its growth needs.
The
Company will continue to seek capital, which may include existing shareholders
and employees, in order to eliminate the working capital deficiency. There
can
be no assurance that the Company will be successful in raising additional
capital. If the Company is successful in raising additional capital, it may
result in substantial dilution to existing shareholders. In addition, the
Company is exploring strategic alternatives which may include a sale of some
or
all of the assets or operations of the Company. Currently, there is no agreement
in place for such transaction and there can be no assurance that such a
transaction will ever be consummated.
Item
9.01. Financial Statements And Exhibits
| (d) |
Exhibits
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| None |
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: April 1, 2008 | By: | /s/ Fahad Syed |
|
Name: Fahad Syed |
||
| Title: Chairman and CEO | ||