Xcel Brands
NETFABRIC HOLDINGS, INC (Form: 10-Q, Received: 11/04/2010 10:23:56)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C 20549

FORM 10-Q
 
x    QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2010

COMMISSION FILE NUMBER: 0-21419

NETFABRIC HOLDINGS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)

Delaware
 
76-0307819
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S Employer Identification No.)

(Address of Principal Executive Offices)
299 Cherry Hill Road,
Parsippany, New Jersey 07054

(973)-537-0077
(Issuer's Telephone Number, Including Area Code)
(Former address, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   ¨ No x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files) Yes ¨ No x .
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small r5eporting company.
 
Large accelerated filer ¨
Accelerated filer ¨
   
Non- accelerated filer ¨
Small reporting company x

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x    No ¨

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of  October 25, 2010, 97,053,044 shares of common stock, $.001 par value per share, of the issuer were outstanding. 
Transitional Small Business Disclosure Format (check one): Yes ¨    No x
 

 
NETFABRIC HOLDINGS, INC.
 
INDEX
 
   
Page
     
PART I.
FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements (Unaudited)
 
     
 
Condensed Consolidated Balance Sheets
1
     
 
Condensed Consolidated Statements of Operations
2
     
 
Condensed Consolidated Statements of Cash Flows
3
     
 
Notes to Interim Condensed Consolidated Financial Statements
4
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
8
     
Item 4.
Controls and Procedures
12
     
PART II.
OTHER INFORMATION
12
     
Item 1.
Legal Proceedings
12
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
12
     
Item 3.
Defaults Upon Senior Securities
12
     
Item 4.
Submission of Matters to a Vote of Security Holders
12
     
Item 5.
Other Information
12
     
Item 6.
Exhibits
13
     
 
Signatures
14
 

 
NETFABRIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

   
SEPTEMBER 30, 2010
   
DECEMBER 31,  2009
 
   
(UNAUDITED)
   
(AUDITED)
 
ASSETS
           
             
CURRENT ASSETS:
           
Cash
  $ 457,463     $ 55,509  
Prepaid expenses
    15,000       -  
Other receivable
    -       850,000  
                 
Total current assets
    472,463       905,509  
                 
TOTAL ASSETS
  $ 472,463     $ 905,509  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued liabilities
  $ 171,020     $ 452,483  
                 
Total current liabilities
    171,020       452,483  
                 
Total liabilities
    171,020       452,483  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' EQUITY :
               
Common Stock, $.001 par value, authorized shares 200,000,000, 97,053,044 shares issued and outstanding
    97,053       97,053  
Additional paid-in capital
    38,243,128       38,243,128  
Accumulated deficit
    (38,038,738 )     (37,887,155 )
                 
Total stockholders' equity
    301,443       453,026  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 472,463     $ 905,509  

See accompanying notes to interim condensed consolidated financial statements.
 
-1-

 
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
September 30, 2010
   
September 30, 2009
   
September 30, 2010
   
September 30, 2010
 
                         
REVENUES
  $ -     $ -     $ -     $ -  
                                 
OPERATING EXPENSES:
                               
Selling, general and administrative expenses (includes share based compensation of $0, $888, $0 and $132,966)
    45,483       85,202       151,583       709,724  
Total operating expenses
    45,483       85,202       151,583       709,724  
                                 
Loss from operations
    (45,483 )     (85,202 )     (151,583 )     (709,724 )
                                 
OTHER INCOME / (EXPENSE):
                               
                                 
Amortization of debt discounts
    -       -       -       (91,862 )
Amortization of debt issuance costs
    -       -       -       (47,630 )
Other income
    -       160,000       -       160,000  
Interest and bank charges
    -       -       -       (36,270 )
                                 
Total other income/ (expense)
    -       160,000       -       (15,762 )
                                 
Income (loss) before provision for income taxes
    (45,483 )     74,798       (151,583 )     (725,486 )
                                 
Provision for income taxes
    -       120,000       -       120,000  
                                 
LOSS FROM CONTINUING OPERATIONS
    (45,483 )     (45,202 )     (151,583 )     (845,486 )
                                 
DISCONTINUED OPERATIONS:
                               
Gain from disposal of discontinued operations
            770,608               770,608  
Income from  discontinued operations
    -       165,977       -       346,001  
                                 
      -       936,585       -       1,116,609  
                                 
NET INCOME (LOSS)
  $ (45,483 )   $ 891,383     $ (151,583 )   $ 271,123  
                                 
Net loss from continuing operations per common share, basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )
                                 
Net income from discontinued operations per common share, basic and diluted
  $ 0.00     $ 0.01     $ 0.00     $ 0.01  
                                 
Net income (loss) per common share, basic and diluted
  $ (0.00 )   $ 0.01     $ (0.00 )   $ 0.00  
                                 
Weighted average number of shares outstanding, basic and diluted
    97,053,044       97,053,044       97,053,044       97,053,044  

See accompanying notes to interim condensed consolidated financial statements.
 
-2-

 
NETFABRIC HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED  CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
 
   
September 30,  2010
   
September 30, 2009
 
OPERATING ACTIVITIES
           
             
Net income (loss)
  $ (151,583 )   $ 271,123  
Income from discontinued operations
    -       (1,116,609 )
Adjustments to reconcile net loss to net cash  provided by (used in)  operating activities:
               
Share based compensation
    -       132,966  
Amortization of debt discounts
    -       91,862  
Amortization of debt issuance costs
    -       47,630  
Loss on disposal of property and equipment
    -       17,346  
Changes in operating assets and liabilities:
               
Trade accounts receivable
            18,584  
Other receivables
    850,000       -  
Prepaid expenses and other current assets
    (15,000 )     (109,300 )
Accounts payable and accrued liabilities
    (281,463 )     (525,947 )
Accrued compensation
    -       (198,000 )
                 
Net cash provided by (used in) continuing operations
    401,954       (1,370,345 )
Net cash provided by discontinued operations
    -       292,002  
Net cash provided by (used in) operating activities
    401,954       (1,078,343 )
                 
INVESTING ACTIVITIES
               
Net cash used by discontinued operations
    -       -  
Net cash used in investing activities
    -       -  
                 
FINANCING ACTIVITIES
               
Proceeds from issuance of Secured Convertible Promissory Note
    -       5,000,000  
Repayment of short term borrowings
    -       (950,000 )
Repayment of convertible debenture
    -       (1,500,000 )
Repayment of revolving note, net
    -       (1,419,263 )
Debt issuance costs
    -       (47,630 )
Net cash provided by financing activities
    -       1,083,107  
                 
Net increase in cash
    401,954       4,764  
Cash at beginning of period
    55,509       74  
                 
Cash at end of period
  $ 457,463     $ 4,838  
                 
Supplemental cash flow information:
               
Cash paid for interest
               
Continuing operations
  $ -     $ 57,000  
Discontinued operations
  $ -     $ 13,000  
                 
Income taxes paid
  $ 131,000     $ -  

See accompanying notes to interim condensed consolidated financial statements.
 
-3-

NETFABRIC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1. NATURE OF BUSINESS AND MANAGEMENT'S PLANS
 
NetFabric Holdings, Inc. ("Holdings" or the "Company") was incorporated under the laws of the State of Delaware on August 31, 1989.  As of December 31, 2009 the Company had one wholly-owned subsidiary, NetFabric Corporation (“NetFabric”) which is not active. At December 31, 2008, the Company had another active subsidiary UCA Services, Inc (“UCA”), which was sold in 2009.
 
On May 20, 2005 Holdings acquired UCA.  UCA, a New Jersey company, is an information technology ("IT") services company that serves the information and communications needs of a wide range of Fortune 500 and small to mid-size business clients in the financial markets industry as well as the pharmaceutical, health care and hospitality sectors. UCA delivers a broad range of IT services in the practice areas of infrastructure builds and maintenance, managed services and professional services.

Effective August 24, 2009, pursuant to a Memorandum of Understanding, the Company sold UCA to Fortify Infrastructure Services, Inc. (“Fortify”) for $5,850,000 consisting of $5,000,000 in cash, resulting from the cancellation of a $5,000,000 note previously issued to Fortify by UCA on March 12, 2009, and a receivable of $850,000, which was paid in May 2010, and is reflected as a receivable on the 2009 balance sheet.  The Memorandum of Understanding referred to above was signed on April 27, 2010 and amended the terms of previous agreements dated March 12, 2009 and August 24, 2009 between UCA and Fortify.

The operations of UCA are reflected in the financial statements as discontinued operations (Note 4).
 
Management's plans

As discussed above, the Company sold UCA to Fortify for $5,850,000.  Out of proceeds from the transaction, the Company repaid all of its debt. After the sale, the Company does not have any operations. However, the Company will be debt free. The Company intends to explore strategic alternatives including merger with another entity. Currently, the Company does not have any agreement or understanding with any entity and there is no assurance that such a transaction will ever be consummated. The Company believes that it will be able to meet its cash requirements throughout fiscal 2010 and continue its business development efforts.

NOTE 2.  BASIS OF PRESENTATION
 
The accompanying unaudited condensed interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), except for the condensed consolidated balance sheet as of December 31, 2009, which was derived from audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted pursuant to such rules and regulations. However the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company's financial position and results of operations.

The operating results for the nine and three months ended September 30, 2010 and, 2009 are not necessarily indicative of the results to be expected for any other interim period or any future year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's December 31, 2009 consolidated financial statements, including the notes thereto, which are included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed on August 10, 2010.
 
-4-

 
Use of Estimates
 
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.

Earnings (Loss) Per Share
 
The Company calculates earnings (loss) basic earnings (loss) per share by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period plus the effects of any dilutive securities. Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. The Company's potentially dilutive securities include common shares which may be issued upon exercise of its stock options or exercise of warrants.
 
Diluted loss per share for the nine months ended September 30, 2010 and 2009 exclude potentially issuable common shares of approximately 6,456,867 and 7,856,867, respectively, primarily related to the Company's outstanding stock options and warrants, because the assumed issuance of such potential common shares is antidilutive.

NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS
 
In January 2010, the FASB issued amended standards that require additional fair value disclosures. These amended standards require disclosures about inputs and valuation techniques used to measure fair value as well as disclosures about significant transfers, beginning in the first quarter of 2010. The Company adopted these amended standards on January 1, 2010, and there was no impact to the financial statements upon adoption. Additionally, these amended standards require presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3), beginning in the first quarter of 2011. The Company does not expect these new standards to significantly impact the financial statements.
 
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
 
 
NOTE 4. DISCONTINUED OPERATIONS
 
As discussed in Note 1, the Company sold its subsidiary, UCA, in August 2009, and does not presently have any operations.

In accordance with FASB ASC 205-20-45-1 “Presentation of Financial Statements-Discontinued Operations-Other Presentation Matters” the Company has presented the results of UCA operations as discontinued operations in the accompanying consolidated balance sheets, statement of operations and statement of  cash flows.

Discontinued operations were as follows:
 
Three Months
   
Nine Months
 
   
Ended
   
Ended
 
   
September 30,
2009
   
September 30,
2009
 
             
Revenues
 
$
2,468,394
   
$
11,482,220
 
Direct employee compensation and consultant expenses
   
1,854,743
     
8,709,186
 
Selling, general and administrative expenses
   
519,295
     
2,253,452
 
Depreciation and amortization
   
38,976
     
160,323
 
Interest expenses
   
(110,597
   
13,258
 
(Loss) income from discontinued operations
 
$
165,977
   
$
346,001
 

The Company did not allocate interest on its borrowings to discontinued operations and the interest expenses of discontinued operations represent interest expenses incurred by UCA directly. UCA had accrued interest expense due on Fortify Note and Fortify waived payment of this interest. Accordingly, previously accrued interest was reversed during the three months ended September 30, 2009.

NOTE 5. DEBT FINANCINGS

During the nine months ended September 30, 2009, the Company repaid all of the borrowings that were outstanding at December 31, 2008.  The Company paid financing costs of $47,630 to third parties and lenders with respect to short term borrowing during the nine months ended September 30, 2009 and this amount was amortized over the term of the borrowings. During the nine months ended September 30, 2009, $47,630 was charged to operations as amortization of debt issuance costs.

NOTE 6.  STOCKHOLDERS' EQUITY
 
Warrants
Outstanding warrant securities consist of the following at September 30, 2010:

         
Exercise
   
         
Price
 
Expiration
Laurus Warrants
   
554,282
   
$
0.001
 
None
2007 Short Term Financing
   
390,000
   
$
0.01
 
November 2010
Investment advisor’s services
   
312,500
   
$
0.82
 
June 2011
     
1,256,782
           
 
-6-

 
NOTE 7. STOCK-BASED COMPENSATION
 
Share-based compensation expense recognized for the three and nine months ended September 30, 2009 was $888, and $132,966, respectively. No compensation expense was recognized in the three and nine months ended September 30, 2010.  Share-based compensation expense recognized in the Company's condensed consolidated statements of operations includes compensation expense for share-based payment awards granted prior to, but not yet vested as of December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of ASC Topic   718 : Compensation - Stock Compensation .

NOTE 8. OTHER INCOME

During the three and nine months ended September 30, 2009, the Company entered into legal settlements with certain vendors applicable to old accounts payable, and evaluated estimates of certain accruals, mad in prior years. Based on the settlements and evaluation, the Company wrote off approximately $160,000 of old accounts payable and accruals, which was recorded as other income.


ITEM 2.
  
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report and reports included herein by reference. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
 
CORPORATE HISTORY
 
We were formerly known as Houston Operating Company and were incorporated in Delaware on August 31, 1989. On December 9, 2004, we entered into an Acquisition Agreement with all of the stockholders of NetFabric Corp., a Delaware corporation. NetFabric Corp. was incorporated in Delaware on December 17, 2002 and began operations in July 2003. At the closing, which occurred simultaneously with the execution of the Acquisition Agreement, we acquired all of the issued and outstanding capital stock of NetFabric Corp. from the stockholders in exchange for an aggregate of 32,137,032 newly-issued shares of our common stock. The acquisition was accounted for as a reverse merger whereby NetFabric Corp. was treated as the acquirer. On April 19, 2005, our name was changed from Houston Operating Company to NetFabric Holdings, Inc. and our stock symbol was changed from "HOOC" to "NFBH."
 
Prior to acquiring NetFabric Corp., Houston Operating Company did not have any operations, and we were a shell company whose primary business objective was to merge and become public. NetFabric Corp. was a provider of hardware and services to small to mid-sized businesses ("SMBs") that utilized the Internet for telephone communications or Voice over Internet Protocol ("VoIP"). It developed and marketed appliances or Customer Premises Equipment ("CPE") that simplified the integration of standard telephone systems with an IP infrastructure. In addition, NetFabric Corp resold transport services of a third party VoIP transport provider.
 
With minimal revenues from VoIP operations, we concluded that we could not implement our original business plan for VoIP operations within our resources or with the additional capital we could raise in the near term. On May 5, 2006, our Board of Directors decided that the Company should exit the hardware-based VoIP communications product line (including resale of transport services) that is targeted to SMBs.
 
UCA SERVICES, INC. ACQUISITION
 
On May 20, 2005, we entered into and closed on a share exchange agreement, whereby we purchased all of the issued and outstanding shares of UCA Services, Inc., a New Jersey company (“UCA”) from its shareholders in exchange for the issuance of 24,096,154 shares of our common stock. UCA is an IT services and solutions company that serves the information needs of a wide range of Fortune 500 clients in the financial markets industry and the pharmaceutical, health care and hospitality sectors. UCA delivers a broad range of IT services in managed services, professional services, infrastructure building and maintenance, application development and maintenance areas. The acquisition was accounted for using the purchase method of accounting with UCA’s results of operations included in our consolidated financial statements from the date of acquisition.
 
-8-

 
DISCONTINUED OPERATIONS
 
On August 24, 2009, the Company along with its wholly-owned subsidiary, UCA and Fortify entered into Amendment No. 1 (“Amendment”) to the Option and Purchase Agreement (“Option Agreement”) in connection with the closing of Fortify’s purchase of all of the outstanding capital stock of UCA upon exercise of its option granted under the Option Agreement. Pursuant to the Amendment, among other things, the Secured Convertible Promissory Note in the principal amount of $5 million (including the related accrued interest) issued by UCA to Fortify was cancelled, releases of certain obligations of the parties were granted as specified in the Amendment, and the commencement date and measurement period for the earn-out and bonuses provided for in the Option Agreement were modified. Effective August 24, 2009, the Company transferred its ownership interest in UCA to Fortify.
 
In accordance with FASB ASC 205-20-45-1 “Presentation of Financial Statements-Discontinued Operations-Other Presentation Matters” the Company has presented the results of UCA operations as discontinued operations in the accompanying consolidated balance sheets, statement of operations and statement of  cash flows.
 
UCA derived revenues primarily from managed IT services, professional services, application development services and business process management services. Service arrangements with customers were generally on a time and material basis or fixed-price, fixed-timeframe revenue basis. UCA’s principal operating expenses were direct employee costs, consultant expenses and selling, general and administrative expenses. The principal components of selling, general and administrative expenses were salaries of sales and support personnel, and office rent. Direct employee costs and consultant expenses were comprised primarily of the costs of consultant labor, including employees, subcontractors and independent contractors, and related employee benefits. Approximately 50% of our consultants were employees and the remainders are subcontractors and independent contractors.
 
We compensated most of our consultants only for the hours that we bill to our clients for projects undertaken, which allowed us to better match our labor costs with our revenue generation. With respect to our consultant employees, we were responsible for employment-related taxes, medical and health care costs and workers' compensation. Labor costs were sensitive to shifts in the supply and demand of IT professionals, as well as increases in the costs of benefits and taxes.
 
After the divesture of UCA, the Company does not have any operations. In the past, our operations was that of a holding company that housed the finance and administrative functions and was responsible for financing transactions and regulatory compliance activities.
 
Comparison of Three and Nine Months Ended September 30, 2010 and 2009:
 
Selling, general and administrative expenses
 
Our selling, general and administrative expenses for the three months ended September 30, 2010 decreased by $39,719, or 46.6%, to $45,483. For the nine months ended September  30, 2010, our selling, general and administrative expenses decreased by $558,141 or 78.6% compared to the comparable period in 2009. Our selling, general and administrative expense levels decreased due to reduced level of operations after the divesture of UCA in August of 2009.
 
Amortization of debt discount
 
We repaid Laurus debt in March 2009 from the proceeds of Fortify transaction, and there were no additional borrowings incurred after the repayment. Therefore, we did not incur any debt discount during the three and nine months ended September 30, 2010 compared to $0, and $91,862, respectively, incurred during the comparable period in 2009.
 
 
Debt issuance costs

Due to the repayment of short term borrowings from the proceeds of Fortify transaction in March 2009, we incurred no debt issuance costs in 2010 compared to $47,630 incurred during the nine months ended September 30, 2009.

Interest expense
 
Pursuant to repayment of all debt in March 2009, we are debt free. Accordingly, we do not have any interest expense during the three and nine months ended September  30, 2010 compared to $0 and $36,270 interest expense during the three months and nine months ended September 30, 2009.

Discontinued Operations

On August 24, 2009, we transferred our ownership interest in UCA to Fortify. In accordance with FASB ASC 205-20-45-1 “Presentation of Financial Statements-Discontinued Operations-Other Presentation Matters” we have presented the results of UCA operations as discontinued operations in the accompanying consolidated balance sheets, statement of operations and statement of cash flows.

We recorded a gain of $770,608 from the disposal of UCA during the three and nine months ended September 30, 2009. this was based on the sale price of UCA and net assets of UCA transferred.

During the three months ended September 30, 2009, our income from discontinued operations was $165,977. For the nine  months ended September  30, 2009 our income from discontinued operations was $346,001.

Net loss
 
As a result of the foregoing, for the three months ended September 30, 2010, net income decreased by $936,866, or 105.1%, to a loss of $45,483, compared to a net income of $891,383 during the three months ended September 30, 2009. For the nine months ended September 30, 2010, our net income decreased by $422,706 or 155.9% to a loss of $151,583 compared to a net income of $271,123 during the nine months ended September 30, 2009.
 
LIQUIDITY AND CAPITAL RESOURCES
 
On September 30, 2010, our working capital was $301,443, compared to a working capital of $453,026 on December 31, 2009. The decrease was due to the net loss incurred during the nine months ended September 30, 2010. During the nine months ended September 30, 2010, our operating activities from continuing operations provided approximately $402,000 of cash, compared to approximately $1,370,000 used during the nine months ended September  30, 2009. We received $850,000 of other receivable from Fortify during the nine months ended September  30, 2010.
 
On March 12, 2009, we, along with our wholly owned subsidiary, UCA entered into a Convertible Note Purchase Agreement dated March 12, 2009 with Fortify Infrastructure Services, Inc. (“Fortify”). Pursuant to the Convertible Note Purchase Agreement, Fortify purchased a Secured Convertible Promissory Note (the “Note”) from UCA in the principal amount of $5 million with  the Company being a guarantor for UCA’s borrowings.

The Note had a six-month term, and with interest at 8% per annum, compounded annually. The Note was secured by (i) all of the assets of UCA and our Company and (ii) all of the equity securities of UCA then owned or thereafter acquired by us. At the exclusive option of Fortify, Fortify may convert the entire principal amount of and accrued and unpaid interest on the Note into shares of Series A Preferred Stock of UCA.  The conversion price shall be at a price equal to the price per share reflecting a valuation of UCA equal to $5 million, on an as-converted basis.
 
 
Fortify, UCA and we also entered into an Option and Purchase Agreement (“Option Agreement”). Pursuant to the Option Agreement, Fortify has an option to acquire all of the outstanding shares of common stock of UCA. Upon effectiveness of the our Definitive Schedule 14 C Information Statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with certain actions taken by the written consent of holders of a majority of our outstanding common stock approving the terms of the Option Agreement, Fortify will exercise the option. Upon exercise of the Option, the Company will be released from the guaranty obligations of the Note. Fortify will pay us $500,000 (“Fixed Payment”) one year from the date the option is exercised. In addition, Fortify will pay additional amounts to us (up to a maximum of $500,000) and certain employees of UCA based on UCA’s performance during the periods specified in the Option Agreement (“Performance Payment”).
 
The holders of a majority of our outstanding common stock had previously approved the terms of the Option Agreement by a written consent as detailed in our Definitive Schedule 14 C Information Statement filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2009.

We used approximately $3 million from the proceeds of the Note to repay all amounts owed to Laurus Master Fund. The balance of the proceeds was be used for repayment of debt, other payables and for working capital purposes.

On August 24, 2009, we along with its wholly-owned subsidiary, UCA and Fortify entered into Amendment No. 1 (“Amendment”) to the Option and Purchase Agreement (“Option Agreement”) in connection with the closing of Fortify’s purchase of all of the outstanding capital stock of UCA upon exercise of its option granted under the Option Agreement. Pursuant to the Amendment, among other things, the Secured Convertible Promissory Note in the principal amount of $5 million (including the related accrued interest) issued by UCA to Fortify was cancelled, releases of certain obligations of the parties were granted as specified in the Amendment, and the commencement date and measurement period for the earn-out and bonuses provided for in the Option Agreement were modified. Effective August 24, 2009, we transferred our ownership interest in UCA to Fortify.

On April 27, 2010, we entered into a Memorandum of Understanding (“MOU”) with Fortify and amended the Fixed Payment and Performance Payment previously agreed by them. Pursuant to Fortify agreeing to pay the amounts on accelerated basis unconditionally, we agreed to accept $850,000 in aggregate as the full settlement of Fixed Payment and Performance payments. This amount was received us in May 2010 and $850,000 is classified as other receivable at December 31, 2009.
 
After the divesture of UCA, we do not have any operations. However, we are debt free. We will explore strategic alternatives including merger with another entity. Currently, we do not have any agreement or understanding with any entity and there is no assurance that such a transaction will ever be consummated.
 
 
ITEM 4. CONTROLS AND PROCEDURES

A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:
 
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act are accumulated and communicated to management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") , as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act are recorded, processed, summarized and reported as and when required.

B. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:

There were no changes in our internal controls over financial reporting during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION  
 
ITEM 1. LEGAL PROCEEDINGS
 
The Company from time to time is involved in routine legal matters incidental to business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None
 
-12-

 
ITEM 6. EXHIBITS

(a) Exhibits:

31.1 Rule 13a-14(a)/15d-14(a) Certification (CEO)

31.2 Rule 13a-14(a)/15d-14(a) Certification (CFO)

32.1 Section 1350 Certification (CEO)

32.2 Section 1350 Certification (CFO)
 
-13-

 
SIGNATURES
 
In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 4, 2010
By:
/s/ Fahad Syed
   
Name: Fahad Syed
   
Title: Chairman and Chief Executive Officer
     
 
By:
/s/ Vasan Thatham
   
Name: Vasan Thatham
   
Title: Principal Financial Officer and Vice President
 
-14-

EXHIBIT 31.1
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
 
I, Fahad Syed certify that:
 
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 of NetFabric Holdings, Inc. (the “Company”).
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;
 
4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
 
5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
 
November 4, 2010
By:
/s/ Fahad Syed
   
Name: Fahad Syed
   
Title: Chairman and Chief Executive Officer
 
 
 

 
EXHIBIT 31.2
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
 
I, Vasan Thatham certify that:
 
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 of NetFabric Holdings, Inc. (the “Company”).
 
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;
 
4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
 
5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

November 4, 2010
By:
/s/ Vasan Thatham
   
Name: Vasan Thatham
   
Title: Chief Financial Officer
 
 
 

 
 
EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of NetFabric Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September  30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fahad Syed certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

November 4, 2010
By:
/s/ Fahad Syed
   
Name: Fahad Syed
   
Title: Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to NetFabric Holdings, Inc. and will be retained by NetFabric Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
 

 
 
EXHIBIT 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of NetFabric Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vasan Thatham, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

November 4, 2010
By:
/s/ Vasan Thatham
   
Name: Vasan Thatham
   
Title: Chief Financial Officer
 
A signed original of this written statement required by Section 906 has been provided to NetFabric Holdings, Inc. and will be retained by NetFabric Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.