SecProbe.io

Mail Stop 3561
        August 2, 2007

Fahad Syed
Chief Executive Officer
NetFabric Holdings, Inc.
Three Stewart Court
Denville, NJ 07834

Re: NetFabric Holdings, Inc.
 Form 10-KSB
Filed April 16, 2007
 File No. 000-31553

Dear Mr. Syed:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB For Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 7 – Acquisition, F-18

1. We note your disclosure regarding an indepe ndent valuation of UCA Services, Inc. in
conjunction with the acquisition.  Please revise to name the expert who performed the
independent valuation or revise your disclosures to eliminate all references to the use of experts and/or independent  valuations.  Please note th at, in the event that an
independent valuation expert or other expert is named herein and you file a Form S-8,

Fahad Syed
Netfabric Holdings, Inc.
August 1, 2007 Page 2
a consent of such expert must be filed.

Note 8 – Technology License Acquisition, F-19

2. We note your disclosure rega rding an independent valuat ion of Intrus ion Detection
Technologies, Inc. in conjunction with the acquisition.  Please revise to name the
expert who performed the independent va luation or revise your disclosures to
eliminate all references to the use of expe rts and/or independen t valuations.  Please
note that, in the event that an independent valuation expert or ot her expert is named
herein and you file a Form S-8, a cons ent of such expert must be filed.

Note 9 – Debt Financings

2006 Convertible Debentures, F-21

3. We note that the termination date for the 2006 Convertible Debentures was extended twice during 2006.  As consideration for each of these extensions, you issued the holders shares of your common stock and warrants to purchase shares of your
common stock.  It appears from your disclosure that the
relative fair value  and not the
fair value  of these instruments were amortized over the remaining term of the debt.
Please cite the specific aut horitative literature you uti lized to support your accounting
treatment.

Laurus Convertible Non-Convertible Financings, F-23

4. Please provide a detailed discussion of w hy the debt discount associated with the
Laurus Convertible Debt was record ed at $1,430,500 and not $1,500,000.  It would
appear that the value of the benefici al conversion feature of $1,054,357 would be
capped at the relative fa ir value of the debt of $581,077, not $511,577, considering
the relative fair value of the options was calculated to be $918,923.

5. It appears that the relative fair value of the options was recorded as a debt discount
from the proceeds of the Laurus Revolving Note.  Please note that when equity
instruments are issued to secure borrowi ng capacity (i.e., revolving note, line of
credit) the full fair value of  the equity instruments shoul d be charged to debt issue
costs and amortized over the term  of the loan.  Please revise.

Stockholder and Officer Conve rtible Debentures, F-27

6. We note that the termination date for one of the Related Party Convertible Debentures
was extended to September 15, 2006. As c onsideration for the extension, you issued
the holder 100,000 shares of your common stoc k.  It appears from your disclosure
that the relative fair value  and not the fair value  of the common stock was amortized
over the remaining term of th e debt. Please cite the speci fic authoritative literature

Fahad Syed
Netfabric Holdings, Inc.
August 1, 2007 Page 3
you utilized to support your accounting treatment.

Note 10 – Stockholders’ Equity

Warrants, F-31

7. We note that, in June 2006, you entered in to a consulting agreement with an
unaffiliated entity to which you issued warrants to acquire 312,500 shares of your
common stock.  Please provide a detailed discussion of how the company determined the measurement date for the warrants cons idering the number of warrants issued may
not be fixed as they vest over a specified  term in the consulting agreement.  In
addition, please disclose the valuation m odel utilized and the process for estimating
the fair value of these instruments under th e fair value approach.  Please refer to the
guidance in EITF 96-18 and SFAS No. 123(R).

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

8. Please amend Exhibit 32.2 to state that the certification signe d by Vasan Thatham,
Chief Financial Officer, is for the annual  report of NetFabric Holdings, Inc. on Form
10-KSB  for the fiscal year-ended December 31, 2006.

Exchange Act Filings

9. Please amend your other Exchange Act filings to reflect comments above.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Fahad Syed
Netfabric Holdings, Inc.
August 1, 2007 Page 4
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Ethan Horowitz, Staff Accountant, at 202 551 3311 or Angela Halac, Staff Accountant, at 202 551 3398, if  you have questions regarding comments on
the financial statements and related matters.

Sincerely,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
      Office of Emerging Growth Companies