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 26, 2010
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NetFabric Holdings, Inc.
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(Exact Name of Registrant as Specified in
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
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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):
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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.
On March
25, 2010, NetFabric Holdings, Inc. (the “Company”) was notified that McGladrey & Pullen, LLP
(“M&P”) resigned as the independent registered public accounting firm for
the Company.
M&P
had been the independent accountants of the Company since December 4, 2007.
Their report dated May 11, 2009, on the Company’s consolidated financial
statements for the years ended December 31, 2008 and December 31, 2007 did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles, except for a
“going concern” uncertainty. During the period from the inception of the
engagement through the termination of the engagement, the Company had no
disagreements with M&P on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which, if not
resolved to M&P’s satisfaction, would have caused them to make reference to
the subject matter of the disagreement in connection with their reports. During
our two most recent fiscal years, and the subsequent interim period through the
date M&P resigned, M&P did not advise the Company as to any reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided M&P a copy of the disclosures in this Form 8-K and has
requested and received from M&P, a letter, addressed to the Securities and
Exchange Commission stating that M&P agrees with the above statements. A
copy of the M&P letter, dated March 25, 2010, is attached as an exhibit to
this Form 8-K.
Item
9.01. Financial Statements And Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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16.1
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Letter
from McGladrey & Pullen, LLP, dated March 25,
2010.
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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.
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NETFABRIC
HOLDINGS, INC.
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Date: March
26, 2010
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By:
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/s/ Vasan Thatham
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Name:
Vasan Thatham
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Title:
Chief Financial Officer
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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 McGladrey &
Pullen, LLP, dated March 25,
2010.
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