Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)
NETFABRIC
HOLDINGS, INC.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
64111Y107
(CUSIP
Number)
(Name, Address, and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December
30, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. ¨
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
64111Y107
NAME OF
REPORTING
PERSONS
Faisal J. Syed
|
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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|||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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||
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(a)
¨
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(b)
x
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3
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SEC
USE ONLY
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||
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4
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SOURCE
OF FUNDS* [OO]
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
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||
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REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Canada
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NUMBER
OF
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7
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SOLE
VOTING POWER
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-0-
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SHARES
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|||
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BENEFICIALLY
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8
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SHARED
VOTING POWER
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-0-
|
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OWNED
BY
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|||
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THE
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9
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SOLE
DISPOSITIVE POWER
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-0-
|
|
REPORTING
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|||
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
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-0-
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
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-0-
|
|
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THE
REPORTING PERSON
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12
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CHECK
BOX IF THE AGREGATE AMOUNT IN
ROW
¨
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||
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(11)
EXCLUDES CERTAIN SHARES*
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT
|
||
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IN
ROW (11)
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0
%
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||
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14
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TYPE
OF REPORTING PERSON*
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IN
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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- -
ITEM
1. SECURITY AND ISSUER.
This
Schedule 13D (the “Schedule 13D”), relates to common stock, par value $.001
(“Common Stock”) of NetFabric Holdings, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 299
Cherry Hill Road, Parsippany, NJ 07054.
ITEM
2. IDENTITY AND BACKGROUND.
(a) This
Schedule 13D is being filed by Faisal J. Syed (“Mr. Faisal Syed”). The foregoing
person is hereinafter sometimes referred to as the “Reporting
Person.”
(b)-(c)
Mr. Faisal Syed is a natural person, and his principal occupation is a serial
entrepreneur. The address of his principal office and principal place of
business is 12 Kings Brook Court, Mendham 07945.
(d)-(e)
During the last five years the Reporting Person has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr.
Syed is a Canadian citizen.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
On or
about December 30, 2010, Mr. Faisal Syed entered into a stock purchase agreement
(the “Agreement”) among the Issuer, certain stockholders of the company
identified in Schedule
A thereto, and certain purchasers of shares of the company identified in
Schedule B
thereto. Pursuant to the Agreement, Mr. Faisal Syed sold an aggregate of
13,238,642 shares of the Issuers Common stock for an aggregate consideration of
$41,794.
ITEM
4. &#x
A0; PURPOSE OF TRANSACTION.
The
purpose of the transaction is to sell the securities of the Issuer.
Mr. Faisal Syed originally acquired the securities of the Issuer for general
investment purposes.
Except as
set forth above, there are no plans or proposals which the Reporting Person may
have which relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See
Items 11 and 13 of the cover page to this Schedule 13D for the aggregate number
of Common Stock and percentage of Common Stock beneficially owned by the
Reporting Person.
(b) See
Items 7 through 10 of the cover page to this Schedule 13D for the number of
Common Stock beneficially owned by the Reporting Person as to which there is
sole power to vote or to direct the vote, shared power to vote or to direct the
vote and sole or shared power to dispose or to direct the
disposition.
(c) The
Reporting Person has not effected any transactions in the class of securities
described in the past 60 days.
(d) To
the knowledge of the Reporting Person, no person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
securities covered by this Schedule 13D.
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(e) Not
applicable.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit
1.
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Stock
Purchase Agreement, dated December 30, 2010, by and among NetFabric
Holdings, Inc., stockholders of NetFabric Holdings, Inc. identified on
Schedule
A thereto, and purchasers of shares of NetFabric Holdings, Inc.
identified on Schedule B
thereto.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete, and
correct.
Date: January 19,
2011
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By: /s/
Faisal J. Syed
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Name: Faisal
J. Syed
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