**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, Chief Financial Officer, certify that:
  1.
        I have
        reviewed this quarterly report on Form 10-QSB 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 15d15(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)
        [Reserved]
  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
                19, 2007
              By:
              /s/ Vasan
                ThathamName:
                  Vasan Thatham
                Title:
                    Chief Financial
                    Officer