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<SEC-DOCUMENT>0001144204-06-047033.txt : 20061114
<SEC-HEADER>0001144204-06-047033.hdr.sgml : 20061114
<ACCEPTANCE-DATETIME>20061114095048
ACCESSION NUMBER:		0001144204-06-047033
CONFORMED SUBMISSION TYPE:	NT 10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20060930
FILED AS OF DATE:		20061114
DATE AS OF CHANGE:		20061114
EFFECTIVENESS DATE:		20061114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NETFABRIC HOLDINGS, INC
		CENTRAL INDEX KEY:			0001083220
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				760307819
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NT 10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-31553
		FILM NUMBER:		061211698

	BUSINESS ADDRESS:	
		STREET 1:		67 FEDERAL ROAD, BUILDING A
		STREET 2:		SUITE 300
		CITY:			BROOKFIELD
		STATE:			CT
		ZIP:			06804
		BUSINESS PHONE:		203-775-1178

	MAIL ADDRESS:	
		STREET 1:		67 FEDERAL ROAD, BUILDING A
		STREET 2:		SUITE 300
		CITY:			BROOKFIELD
		STATE:			CT
		ZIP:			06804

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HOUSTON OPERATING CO
		DATE OF NAME CHANGE:	19990402
</SEC-HEADER>
<DOCUMENT>
<TYPE>NT 10-Q
<SEQUENCE>1
<FILENAME>v057478_nt-10q.txt
<TEXT>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                            SEC FILE NUMBER: 0-21419



(Check One):      |_| Form 10-K    |_| Form 20-F   |_| Form 11-K  |X| Form 10-Q
                  |_| Form N-SAR   |_| Form N-CSR

For Period Ended:  September 30, 2006

                   |_| Transition Report on Form 10-K
                   |_| Transition Report on Form 20-F
                   |_| Transition Report on Form 11-K
                   |_| Transition Report on Form 10-Q
                   |_| Transition Report on Form N-SAR

For the Transition Report Ended:___________________

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION


                            NETFABRIC HOLDINGS, INC.
                            ------------------------
                             Full Name of Registrant


                            Former Name if Applicable


                               THREE STEWART COURT
                               -------------------
            Address of Principal Executive Office (Street and Number)


                              DENVILLE, N.J. 07834
                              --------------------
                            City, State and Zip Code


<PAGE>



                                     PART II
                            RULES 12b-25 (b) AND (c)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) [X]

      (a) The reasons described in reasonable detail in Part III of this form
      could not be eliminated without reasonable effort or expense;

      (b) The subject annual report, semi-annual report, transition report on
      Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
      thereof, will be filed on or before the fifteenth calendar day following
      the prescribed due date; or the subject quarterly report or transition
      report on Form 10-Q, or portion thereof will be filed on or before the
      fifth calendar day following the prescribed due date; and

      (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
      has been attached if applicable.

                                    PART III
                                    NARRATIVE

      State below in reasonable detail the reasons why the Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

(Attach extra Sheets if Needed)

      The Registrant cannot file its Quarterly Report on Form 10-QSB for the
      period ended September 30, 2006 within the prescribed time period because
      of delays in compiling the information for the preparation of the
      financial statements for the Form 10-QSB, which could not be eliminated
      without unreasonable effort or expense.


                                     PART IV
                                OTHER INFORMATION


      (1) Name and telephone number of person to contact in regard to this
notification

         Vasan Thatham                      (973) 887-2785
         -------------                      -----------------------------
              (Name)                        (Area Code)(Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify reports(s).

                                                                |X| Yes   |_| No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                                                |X| Yes   |_| No

                                       2
<PAGE>

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                 See Attachment

                            NETFABRIC HOLDINGS, INC.
                            ------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:    November 14, 2006          By:      /s/ Vasan Thatham
                                       ---------------------------------
                                    Name:  Vasan Thatham
                                    Title: Vice President and Chief Financial
                                           Officer



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                    ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).

                                       3
<PAGE>




                        ATTACHMENT TO PART IV (3) OF THE
                                 FORM 12b-25 OF
                            NETFABRIC HOLDINGS, INC.


    With respect to the Form 10-QSB for the quarter ended September 30, 2006


The preparation of the Registrant's financial statements could not be completed
in a timely manner and until the preparation of the financial statements is
complete, a reasonable estimate of the results cannot be made.





                                       4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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