SecProbe.io

Mail Stop 3561
        October 29, 2007

Fahad Syed
Chief Executive Officer
NetFabric Holdings, Inc.
299 Cherry Hill Road
Parsippany, NJ 07054

Re: NetFabric Holdings, Inc.
 Form 10-KSB/A
For Fiscal Year Ended December 31, 2006
Filed August 31, 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/A For Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 9 – Debt Financings

2006 Convertible Debentures, F-20

1. We have reviewed your response to our prior comment three, noting that you have recorded the shares of common stock and warrants issued as consideration for the

Fahad Syed
Netfabric Holdings, Inc.
October 29, 2007 Page 2
extension of the 2006 Convertible Debentures at their relative fair value based on the
guidance of EITF 00-27, particularly paragraph 32. The issuance of the shares of common stock and warrants appear to be consideration issued for the extension and do not appear to represent the issuance of a convertible instrument for the repayment
of a nonconvertible instrument as discusse d in Issue 11 and paragraph 32 of EITF 00-
27.  It appears that the shar es of common stock and warran ts issued as consideration
for the modification of the debt should be re corded at their fair value.  Please advise
or revise.

Laurus Convertible Non-Convertible Financings, F-22

2. We have reviewed your response to our pr ior comment five, noting that you applied
the provisions of APB 14 for the options i ssued with the Laurus Revolving Note.
Please note that when equity instruments are issued in conjunction with a revolving
note, APB 14 is not applicable and the full fair value of the equ ity instruments should
be charged to debt issue costs and amortized over the term of the loan.  Please revise.

Stockholder and Officer Conve rtible Debentures, F-27

3. We have reviewed your response to our prior comment six, noting that you have
recorded the shares of common stock issued as consideration for the extension of the
Related Party Convertible Debentures at  their relative fair value based on the
guidance of EITF 00-27, particularly paragraph 32. The issuance of the shares of common stock appear to be consideration i ssued for the extension and do not appear
to represent the issuance of a convertibl e instrument for the repayment of a non-
convertible instrument as discussed in I ssue 11 and paragraph 32 of EITF 00-27.  It
appears that the shares of common stock i ssued as consideration for the modification
of the debt should be recorded at their fair value.   Please advise or revise.

Exchange Act Filings

4. Please amend your other Exchange Act filin gs to reflect the comments above and
from our previous letter.

 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

Fahad Syed
Netfabric Holdings, Inc.
October 29, 2007 Page 3
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 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 Beverages, Apparel, and
Health Care Services