UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C 20549





FORM
10-Q





x
   QUARTERLY REPORT
UNDER SECTION 13 OR 15 (D) OF THE SECURITES


EXCHANGE
ACT OF 1934





FOR
THE QUARTERLY PERIOD ENDED June 30, 2009





COMMISSION
FILE NUMBER: 0-21419





NETFABRIC
HOLDINGS, INC.


(Exact
Name of Small Business Issuer as Specified in Its Charter)





Delaware
            
            76-0307819(State
      or Other Jurisdiction of
              Incorporation
      or Organization)
            
            (I.R.S
      Employer Identification No.)





(Address
of Principal Executive Offices)


299
Cherry Hill Road,


Parsippany,
New Jersey 07054





(973)-537-0077


(Issuer's
Telephone Number, Including Area Code)


(Former
address, if changed since last report)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15 (d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes o    No
x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its Website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during
the preceding 12 months ( or for such shorter period that the registrant was
required to submit and post such files) Yes o No x .




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small r5eporting
company.





Large
      accelerated filer o
            Accelerated
      filer oNon-
      accelerated filer o
            Small
      reporting company x





Indicate
by a check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x    No
o





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of August 2, 2010, 97,053,044 shares of
common stock, $.001 par value per share, of the issuer were
outstanding.


Transitional
Small Business Disclosure Format (check one): Yes o    No x








NETFABRIC
HOLDINGS, INC.





INDEX




PagePART
      I.
                  FINANCIAL
      INFORMATIONItem
      1.
                  Financial
      Statements (Unaudited)Condensed
      Consolidated Balance Sheet
                  1Condensed
      Consolidated Statements of Operations
                  2Condensed
      Consolidated Statements of Cash Flows
                  3Notes
      to Interim Condensed Consolidated Financial Statements
                  4Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  10Item
      4.
                  Controls
      and Procedures
                  14PART
      II.
                  OTHER
      INFORMATION
                  14Item
      1.
                  Legal
      Proceedings
                  14Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  14Item
      3.
                  Defaults
      Upon Senior Securities
                  14Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  14Item
      5.
                  Other
      Information
                  14Item
      6.
                  Exhibits
                  15Signatures
                  16







NETFABRIC
HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEET
 
 June 30,
                                    2009
                                  
                                  
                                  December 31,
                                    2008(Unaudited)
                                  
                                  
                                  (Audited)ASSETSCURRENT
      ASSETS:Cash
                                  
                                  $
                                  15,533
                                  
                                  
                                  $
                                  74Trade
      accounts receivable, net
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,584Current
      assets of discontinued operations
                                  
                                  
                                  2,240,139
                                  
                                  
                                  
                                  4,478,242Total
      current assets
                                  
                                  
                                  2,255,672
                                  
                                  
                                  
                                  4,496,900Property
      and equipment, net
                                  
                                  
                                  17,346
                                  
                                  
                                  
                                  17,346Non
      current assets of discontinued operations
                                  
                                  
                                  6,183,527
                                  
                                  
                                  
                                  6,298,476TOTAL
      ASSETS
                                  
                                  $
                                  8,456,545
                                  
                                  
                                  $
                                  10,812,722LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT
      LIABILITIES:Secured
      Convertible Promissory Note
                                  
                                  $
                                  5,000,000
                                  
                                  
                                  $
                                  -Short
      term borrowings
                                  
                                  
                                  -
                                  
                                  
                                  
                                  950,000Accounts
      payable and accrued liabilities
                                  
                                  
                                  520,589
                                  
                                  
                                  
                                  982,502Accrued
      compensation
                                  
                                  
                                  -
                                  
                                  
                                  
                                  198,000Current
      liabilities of discontinued operations
                                  
                                  
                                  3,320,644
                                  
                                  
                                  
                                  5,751,325Convertible
      note, net of unamortized discount
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,443,144Revolving
      note, net of unamortized discount
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,384,257Total
      current liabilities
                                  
                                  
                                  8,841,233
                                  
                                  
                                  
                                  10,709,228Total
      liabilities
                                  
                                  
                                  8,841,233
                                  
                                  
                                  
                                  10,709,228COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIENCY):Common
      Stock, $.001 par value, authorized shares 200,000,000, 97,053,044 shares
      issued and outstanding
                                  
                                  
                                  97,053
                                  
                                  
                                  
                                  97,053Additional
      paid-in capital
                                  
                                  
                                  38,242,240
                                  
                                  
                                  
                                  38,110,162Accumulated
      deficit
                                  
                                  
                                  (38,723,981
                                  )
                                  
                                  
                                  (38,103,721
                                  )Total
      stockholders' equity (deficiency)
                                  
                                  
                                  (384,688
                                  )
                                  
                                  
                                  103,494TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                                  
                                  $
                                  8,456,545
                                  
                                  
                                  $
                                  10,812,722
 
 See
accompanying notes to condensed consolidated interim financial
statements.
  -1-
  NETFABRIC
HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
 (UNAUDITED)
 
 Three Months
                            
                            
                            Three Months
                            
                            
                            Six Months
                            
                            
                            Six MonthsEnded
                            
                            
                            Ended
                            
                            
                            Ended
                            
                            
                            EndedJune 30, 2009
                            
                            
                            June 30, 2008
                            
                            
                            June 30, 2009
                            
                            
                            June 30, 2008REVENUES
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -OPERATING
      EXPENSES:Selling, general and
      administrative expenses (includes share based compensation of
      $66,039, $31,074, $132,078 and $104,148)
                            
                            
                            183,337
                            
                            
                            
                            177,833
                            
                            
                            
                            624,522
                            
                            
                            
                            309,200Depreciation
      and amortization
                            
                            
                            
                            
                            
                            
                            3,389
                            
                            
                            
                            
                            
                            
                            
                            12,366Total
      operating expenses
                            
                            
                            183,337
                            
                            
                            
                            181,222
                            
                            
                            
                            624,522
                            
                            
                            
                            321,566Loss
      from operations
                            
                            
                            (183,337
                            )
                            
                            
                            (181,222
                            )
                            
                            
                            (624,522
                            )
                            
                            
                            (321,566
                            )OTHER
      EXPENSE:Amortization
      of debt discounts
                            
                            
                            -
                            
                            
                            
                            (186,895
                            )
                            
                            
                            (91,862
                            )
                            
                            
                            (368,261
                            )Amortization
      of debt issuance costs
                            
                            
                            -
                            
                            
                            
                            (121,000
                            )
                            
                            
                            (47,630
                            )
                            
                            
                            (253,373
                            )Interest
      and bank charges
                            
                            
                            -
                            
                            
                            
                            (70,134
                            )
                            
                            
                            (36,270
                            )
                            
                            
                            (173,197
                            )Total
      other expense
                            
                            
                            -
                            
                            
                            
                            (378,029
                            )
                            
                            
                            (175,762
                            )
                            
                            
                            (794,831
                            )Loss
      before provision for income taxes
                            
                            
                            (183,337
                            )
                            
                            
                            (559,251
                            )
                            
                            
                            (800,284
                            )
                            
                            
                            (1,116,397
                            )Provision
      for income taxes
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -LOSS
      FROM CONTINUING OPERATIONS
                            
                            
                            (183,337
                            )
                            
                            
                            (559,251
                            )
                            
                            
                            (800,284
                            )
                            
                            
                            (1,116,397
                            )DISCONTINUED
      OPERATIONS:Income
      (loss) from discontinued operations
                            
                            
                            (18,222
                            )
                            
                            
                            487,935
                            
                            
                            
                            180,024
                            
                            
                            
                            711,470NET
      LOSS
                            
                            $
                            (201,559
                            )
                            
                            $
                            (71,316
                            )
                            
                            $
                            (620,260
                            )
                            
                            $
                            (404,927
                            )Net
      loss from continuing operations per common share, basic and
      diluted
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.01
                            )Net
      income (loss) from discontinued operations per common share, basic and
      diluted
                            
                            $
                            (0.00
                            )
                            
                            $
                            0.01
                            
                            
                            $
                            0.00
                            
                            
                            $
                            0.01Net
      loss per common share, basic and diluted
                            
                            $
                            (0.01
                            )
                            
                            $
                            0.00
                            
                            
                            $
                            (0.01
                            )
                            
                            $
                            0.00Weighted
      average number of shares outstanding, basic and diluted
                            
                            
                            97,053,044
                            
                            
                            
                            97,053,044
                            
                            
                            
                            97,053,044
                            
                            
                            
                            96,618,978
 
 See
accompanying notes to condensed consolidated interim financial
statements.
  -2-
 
 NETFABRIC
HOLDINGS, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENT OF
CASH FLOWS
 (UNAUDITED)
 
 Six Months Ended
                    
                    
                    Six Months EndedJune 30, 2009
                    
                    
                    June 30, 2008OPERATING
      ACTIVITIESNet
      loss
                    
                    $
                    (620,260
                    )
                    
                    $
                    (404,927
                    )Income
      from discontinued operations
                    
                    
                    (180,024
                    )
                    
                    
                    (711,470
                    )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Share
      based compensation
                    
                    
                    132,078
                    
                    
                    
                    104,148Non-cash
      financing fees
                    
                    
                    -
                    
                    
                    
                    40,000Amortization
      of debt discounts
                    
                    
                    91,862
                    
                    
                    
                    368,261Amortization
      of debt issuance costs
                    
                    
                    47,630
                    
                    
                    
                    253,373Depreciation
      and amortization
                    
                    
                    -
                    
                    
                    
                    12,366Loss
      on disposal of property and equipment
                    
                    
                    -
                    
                    
                    
                    6,249Changes
      in operating assets and liabilities:Trade
      accounts receivable
                    
                    
                    18,584
                    
                    
                    
                    4,242Prepaid
      expenses and other current assets
                    
                    
                    -
                    
                    
                    
                    (22,875
                    )Accounts
      payable and accrued liabilities
                    
                    
                    (461,912
                    )
                    
                    
                    (432,452
                    )Accrued
      compensation
                    
                    
                    (198,000
                    )
                    
                    
                    16,785Net
      cash used by continuing operations
                    
                    
                    (1,170,042
                    )
                    
                    
                    (766,300
                    )Net
      cash provided by discontinued operations
                    
                    
                    108,792
                    
                    
                    
                    1,003,289Net
      cash provided by (used in) operating activities
                    
                    
                    (1,061,250
                    )
                    
                    
                    236,989INVESTING
      ACTIVITIESProceeds
      from disposal of property and equipment
                    
                    
                    -
                    
                    
                    
                    5,981Net
      provided by investing activities by continuing operations
                    
                    
                    -
                    
                    
                    
                    5,981Net
      cash used in discontinued operations
                    
                    
                    (6,398
                    )
                    
                    
                    (4,971
                    )Net
      cash (used in) provided by investing activities
                    
                    
                    (6,398
                    )
                    
                    
                    1,010FINANCING
      ACTIVITIESProceeds
      from issuance of Secured Convertible Promissory Note
                    
                    
                    5,000,000
                    
                    
                    
                    -Repayment
      of short term borrowings
                    
                    
                    (950,000
                    )
                    
                    
                    (220,000
                    )Repayment
      of convertible debenture
                    
                    
                    (1,500,000
                    )
                    
                    
                    -Proceeds
      from issuance (repayment) of revolving note, net
                    
                    
                    (1,419,263
                    )
                    
                    
                    223,915Debt
      issuance costs
                    
                    
                    (47,630
                    )
                    
                    
                    (253,373
                    )Net
      cash (used in) provided by financing activities
                    
                    
                    1,083,107
                    
                    
                    
                    (249,458
                    )Net
      increase (decrease) in cash
                    
                    
                    15,459
                    
                    
                    
                    (11,459
                    )Cash
      at beginning of period
                    
                    
                    74
                    
                    
                    
                    15,270Cash
      at end of period
                    
                    $
                    15,533
                    
                    
                    $
                    3,811Supplemental
      cash flow information:Cash
      paid for interestContinuing
      operations
                    
                    $
                    57,000
                    
                    
                    $
                    201,000Discontinued
      operations
                    
                    $
                    124,000
                    
                    
                    $
                    15,000
 
 See
accompanying notes to condensed consolidated interim financial
statements.
 
 -3-




NETFABRIC
HOLDINGS INC. AND SUBSIDIARIES





NOTES
TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




NOTE
1. NATURE OF BUSINESS AND MANAGEMENT'S PLANS




NetFabric
Holdings, Inc. ("Holdings" or the "Company") was incorporated under the laws of
the State of Delaware on August 31, 1989. The Company has two wholly-owned
subsidiaries, NetFabric Corporation (“NetFabric”) which is not active and UCA
Services, Inc (“UCA”), which was sold in 2009.




On May
20, 2005 Holdings acquired UCA..  UCA, a New Jersey company, is an
information technology ("IT") services company that serves the information and
communications needs of a wide range of Fortune 500 and small to mid-size
business clients in the financial markets industry as well as the
pharmaceutical, health care and hospitality sectors. UCA delivers a broad range
of IT services in the practice areas of infrastructure builds and maintenance,
managed services and professional services.





Effective
August 24, 2009, pursuant to a Memorandum of Understanding, the Company sold UCA
to Fortify Infrastructure Services, Inc. (“Fortify”) for $5,850,000 consisting
of $5,000,000 in cash, resulting from the cancellation of a $5,000,000 note
previously issued to Fortify by UCA on March 12, 2009, and a receivable of
$850,000, which was paid in May 2010, and is reflected as a receivable on the
2009 balance sheet.  The Memorandum of Understanding referred to above
was signed on April 27, 2010 and amended the terms of previous agreements dated
March 12, 2009 and August 24, 2009 between UCA and Fortify.





The
operations of UCA are reflected in the financial statements as discontinued
operations.  The 2008 financial statements have been retrospectively
adjusted to reflect the operations of UCA as discontinued operations. Previously
they were reflected in the 2008 financial statements as part of continuing
operations (Note 4).




Management's
plans




As
discussed above, the Company sold UCA to Fortify for $5,850,000.  Out
of proceeds from the transaction, the Company repaid all of its debt. After the
sale, the Company does not have any operations. However, the Company will be
debt free. The Company intends to explore strategic alternatives including
merger with another entity. Currently, the Company does not have any agreement
or understanding with any entity and there is no assurance that such a
transaction will ever be consummated. The Company believes that it will be able
to meet its cash requirements throughout fiscal 2010 and continue its business
development efforts.




NOTE 2.BASIS OF
PRESENTATION




The
accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"), except for the condensed consolidated balance sheet as of
December 31, 2008, which was derived from audited financial statements. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles in the
United States of America have been omitted pursuant to such rules and
regulations. However the Company believes that the disclosures are adequate to
make the information presented not misleading. The financial statements reflect
all adjustments (consisting only of normal recurring adjustments) that are, in
the opinion of management, necessary for a fair presentation of the Company's
financial position and results of operations. All intercompany transactions and
balances have been eliminated in consolidation.


-4-





The
operating results for the three and six months ended June 30, 2009 and 2008
are not necessarily indicative of the results to be expected for any other
interim period or any future year. The accompanying unaudited condensed
consolidated financial statements should be read in conjunction with the
Company's December 31, 2008 consolidated financial statements and
related  notes contained in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2008.




Use
of Estimates




The
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America. In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the statements of financial condition and revenues and expenses for the
year then ended. Actual results may differ significantly from those
estimates.





Fair
Value of Financial Instruments





The
carrying amounts reported in the condensed consolidated balance sheet for cash,
accounts payable and accrued expenses, and short term borrowings approximate
their fair market value based on the short-term maturity of these
instruments.




Earnings
(Loss) Per Share
  The
Company calculates earnings (loss) basic earnings (loss) per share by dividing
the net income (loss) by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings (loss) per share is computed by
dividing the net income (loss) by the weighted average number of shares of
common stock outstanding during the period plus the effects of any dilutive
securities.
  Diluted
earnings (loss) per share considers the impact of potentially dilutive
securities except in periods in which there is a loss because the inclusion of
the potential common shares would have an anti-dilutive effect. The Company's
potentially dilutive securities include common shares which may be issued upon
exercise of its stock options, exercise of warrants or conversion of convertible
debt.
 
 Diluted
loss per share for the and six months ended  June 30, 2009 and 2008
exclude potentially issuable common shares of approximately 8,331,867 and
14,468,856, respectively, primarily related to the Company's outstanding stock
options, warrants and convertible debt, because the assumed issuance of such
potential common shares is antidilutive.


NOTE
3. RECENT ACCOUNTING PRONOUNCEMENTS





In June
2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
168, The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (the “Codification”). This standard replaces SFAS
No. 162, The Hierarchy of Generally Accepted Accounting Principles, and
establishes only two levels of U.S. generally accepted accounting principles
(“GAAP”), authoritative and nonauthoritative. The FASB ASC has become the source
of authoritative, nongovernmental GAAP, except for rules and interpretive
releases of the SEC, which are sources of authoritative GAAP for SEC
registrants. All other nongrandfathered, non-SEC accounting literature not
included in the Codification will become nonauthoritative. This standard is
effective for financial statements for interim or annual reporting periods
ending after September 15, 2009. The adoption of the Codification changed the
Company’s references to GAAP accounting standards but did not impact the
Company’s results of operations, financial position or liquidity.





In April
2009, the Company adopted a new accounting standard included in ASC 820,
(formerly FSP 107-1 and Accounting Principles Board (“APB”) 28-1, Interim
Disclosures about Fair Value of Financial Instruments). The new standard
requires disclosures of the fair value of financial instruments for interim
reporting periods of publicly traded companies in addition to the annual
disclosure required at year-end. The provisions of the new standard were
effective for the interim periods ending after June 15, 2009. The Company’s
adoption of this new accounting standard did not have a material effect on the
Company’s consolidated financial statements.





In May
2009, the FASB issued new guidance for subsequent events. The new guidance,
which is part of ASC 855, Subsequent Events (formerly SFAS No. 165, Subsequent
Events) is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically,
this guidance sets forth the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The new guidance is effective for fiscal
years and interim periods ended after June 15, 2009 and will be applied
prospectively. The Company’s adoption of the new guidance did not have a
material effect on the Company’s consolidated financial statements. The Company
evaluated subsequent events through the date the accompanying financial
statements were issued.


-5-




Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the consolidated financial statements
upon adoption.





NOTE
4. DISCONTINUED OPERATIONS





On March
12, 2009, the Company”, along with its wholly owned subsidiary, UCA entered into
a Convertible Note Purchase Agreement dated March 12, 2009 with Fortify
Infrastructure Services, Inc. (“Fortify”). Pursuant to the Convertible Note
Purchase Agreement, Fortify purchased a Secured Convertible Promissory Note (the
“Note”) from UCA in the principal amount of $5 million with the Company being a
guarantor for UCA’s borrowings.




The Note
had a six-month term, and with interest at 8% per annum, compounded annually.
The Note was secured by (i) all of the assets of UCA and the Company and (ii)
all of the equity securities of UCA then owned or thereafter acquired by the
Company. At the exclusive option of Fortify, Fortify may convert the entire
principal amount of and accrued and unpaid interest on the Note into shares of
Series A Preferred Stock of UCA.  The conversion price shall be at a
price equal to the price per share reflecting a valuation of UCA equal to $5
million, on an as-converted basis.




Fortify,
UCA and the Company also entered into an Option and Purchase Agreement (“Option
Agreement”). Pursuant to the Option Agreement, Fortify has an option to acquire
all of the outstanding shares of common stock of UCA. Upon effectiveness of the
Company’s Definitive Schedule 14 C Information Statement to be filed with the
Securities and Exchange Commission (the “SEC”) in connection with certain
actions taken by the written consent of holders of a majority of the Company’s
outstanding common stock approving the terms of the Option Agreement, Fortify
will exercise the option. Upon exercise of the Option, the Company will be
released from the guaranty obligations of the Note. Fortify will pay the Company
$500,000 (“Fixed Payment”) one year from the date the option is exercised. In
addition, Fortify will pay additional amounts to the Company (up to a maximum of
$500,000) and certain employees of UCA based on UCA’s performance during the
periods specified in the Option Agreement (“Performance Payment”).




The  holders of a majority
of the Company’s outstanding common stock had previously approved the terms of
the Option Agreement by a written consent as detailed in the Company’s
Definitive Schedule 14 C Information Statement filed with SEC on July 9,
2009.





The
Company used approximately $3 million from the proceeds of the Note to repay all
amounts owed to Laurus Master Fund. The balance of the proceeds was be used for
repayment of debt, other payables and for working capital
purposes.


-6-





On August
24, 2009, the Company along with its wholly-owned subsidiary, UCA and Fortify
entered into Amendment No. 1 (“Amendment”) to the Option and Purchase Agreement
(“Option Agreement”) in connection with the closing of Fortify’s purchase of all
of the outstanding capital stock of UCA upon exercise of its option granted
under the Option Agreement. Pursuant to the Amendment, among other things,  the Secured Convertible
Promissory Note in the principal amount of $5 million (including the related
accrued interest) issued by UCA to Fortify was cancelled, releases of certain
obligations of the parties were granted as specified in the Amendment, and the
commencement date and measurement period for the earn-out and bonuses provided
for in the Option Agreement were modified. Effective August 24, 2009, the
Company transferred its ownership interest in UCA to Fortify.





On April
27, 2010, the Company entered into a Memorandum of Understanding (“MOU”) with
Fortify and amended the Fixed Payment and Performance Payment previously agreed
by them. Pursuant to Fortify agreeing to pay the amounts on accelerated basis
unconditionally, the Company agreed to accept $850,000 in
aggregate as the full settlement of Fixed Payment and Performance payments. This
amount was received by the Company in May 2010.





In
accordance with FASB ASC 205-20-45-1 “Presentation of Financial
Statements-Discontinued Operations-Other Presentation Matters” the Company has
presented the results of UCA operations as discontinued operations in the
accompanying consolidated balance sheets, statement of operations and statement
of  cash flows.





The
following table sets forth the carrying amounts of the major classes of assets
and liabilities aggregated in discontinued operations in the consolidated
balance sheet were as follows:





June 30,
                      
                      
                      December 31,2009
                      
                      
                      2008Cash
                      
                      $
                      -
                      
                      
                      $
                      1,317,436Trade
      Receivable, net
                      
                      
                      2,134,351
                      
                      
                      
                      3,008,934Prepaid
      expenses and other current assets
                      
                      
                      105,788
                      
                      
                      
                      151,872Current
      assets of discontinued operations
                      
                      $
                      2,240,139
                      
                      
                      $
                      4,478,242Property
      and equipment, net
                      
                      $
                      96,161
                      
                      
                      $
                      114,991Goodwill
                      
                      
                      5,704,000
                      
                      
                      
                      5,704,000Other
      intangibles, net
                      
                      
                      360,445
                      
                      
                      
                      456,564Other
      assets
                      
                      
                      22,921
                      
                      
                      
                      22,921Non
      current assets of discontinued operations
                      
                      $
                      6,183,527
                      
                      
                      $
                      6,298,476Accounts
      payable and accrued expenses
                      
                      $
                      2,120,361
                      
                      
                      $
                      3,714,572Cash
      overdraft
                      
                      
                      13,989
                      
                      
                      
                      -Accrued
      compensation
                      
                      
                      340,180
                      
                      
                      
                      414,526Deferred
      revenues and customer advances
                      
                      
                      846,114
                      
                      
                      
                      1,622,227Current
      liabilities of discontinued operations
                      
                      $
                      3,320,644
                      
                      
                      $
                      5,751,325


-7-





Discontinued Operations was as follows:
                      
                      Three Months
                      
                      
                      Three MonthsEnded
                      
                      
                      EndedJune 30, 2009
                      
                      
                      June 30, 2008Revenues
                      
                      $
                      4,099,504
                      
                      
                      $
                      6,331,071Direct
      employee compensation and consultant expenses
                      
                      
                      3,121,300
                      
                      
                      
                      4,995,059Selling,
      general and administrative expenses
                      
                      
                      834,806
                      
                      
                      
                      772,493Depreciation
      and amortization
                      
                      
                      60,292
                      
                      
                      
                      69,783Interest
      expenses
                      
                      
                      101,328
                      
                      
                      
                      5,801Income
      from discontinued operations
                      
                      $
                      (18,222
                      )
                      
                      $
                      487,935





Discontinued Operations
                        
                        Six Months
                        
                        
                        Six MonthsEnded
                        
                        
                        EndedJune 30, 2009
                        
                        
                        June 30, 2008Revenues
                        
                        $
                        9,013,826
                        
                        
                        $
                        11,344,633Direct
      employee compensation and consultant expenses
                        
                        
                        6,854,443
                        
                        
                        
                        8,872,391Selling,
      general and administrative expenses
                        
                        
                        1,734,157
                        
                        
                        
                        1,602,331Depreciation
      and amortization
                        
                        
                        121,347
                        
                        
                        
                        143,679Interest
      expenses
                        
                        
                        123,855
                        
                        
                        
                        14,762Income
      from discontinued operations
                        
                        $
                        180,024
                        
                        
                        $
                        711,470





The
Company did not allocate interest on its borrowings to discontinued operations
and the interest expenses of discontinued operations represent interest expenses
incurred by UCA directly.





NOTE
5. DEBT FINANCINGS





During
the six months ended June 30, 2009, the Company repaid all of the borrowings
that were outstanding at December 31, 2008.The Company paid financing costs of
$47,630 to third parties and lenders with respect to short term borrowing during
the six months ended June 30, 2009 and this amount was amortized over the term
of the borrowings.





Debt
Financings consist of the following as of December 31, 2008:





2008UnamortizedPrincipal
                    
                    
                    debt discount
                    
                    
                    NetLaurus
      Revolving Note Due in March  2009
                    
                    $
                    1,419,263
                    
                    
                    $
                    (35,006
                    )
                    
                    $
                    1,384,257Laurus
      Convertible Note Due in February 2009
                    
                    
                    1,500,000
                    
                    
                    
                    (56,856
                    )
                    
                    
                    1,443,144Short
      term borrowings
                    
                    
                    950,000
                    
                    
                    
                    -
                    
                    
                    
                    950,000$
                    3,869,263
                    
                    
                    $
                    (91,862
                    )
                    
                    $
                    3,777,401


-8-





NOTE
6. STOCKHOLDERS' EQUITY




Warrants


Outstanding
warrant securities consist of the following at June 30, 2009





ExercisePrice
                
                ExpirationLaurus
      Warrants
                
                
                554,282
                
                
                $
                0.001
                
                None2006
      Private Placement
                
                
                750,000
                
                
                $
                0.01
                
                April
      to November 20092007
      Short Term Financing
                
                
                890,000
                
                
                $
                0.01
                
                April
      to November 2010Others
                
                
                312,500
                
                
                $
                0.82
                
                June
      20112,506,782





NOTE
7. STOCK-BASED COMPENSATION




Share-based
compensation expense recognized for the three months ended June 30, 2009 and
2008 was $66,039 and $31,074, respectively. For the six months ended June 30,
2009 and 2008, share-based compensation expense was $132,078 and $104,148,
respectively. Share-based compensation expense recognized in the Company's
condensed consolidated statements of operations includes compensation expense
for share-based payment awards granted prior to, but not yet vested as of
December 31, 2005, based on the grant-date fair value estimated in accordance
with the provisions of ASC Topic718:Compensation-Stock Compensation.


-9-




ITEM
2.





MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




The
following discussion and analysis and results of operations should be read in
conjunction with the unaudited condensed consolidated financial statements and
accompanying notes and the other financial information appearing elsewhere in
this report and reports included herein by reference. The following discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements.




CORPORATE
HISTORY




We were
formerly known as Houston Operating Company and were incorporated in Delaware on
August 31, 1989. On December 9, 2004, we entered into an Acquisition Agreement
with all of the stockholders of NetFabric Corp., a Delaware corporation.
NetFabric Corp. was incorporated in Delaware on December 17, 2002 and began
operations in July 2003. At the closing, which occurred simultaneously with the
execution of the Acquisition Agreement, we acquired all of the issued and
outstanding capital stock of NetFabric Corp. from the stockholders in exchange
for an aggregate of 32,137,032 newly-issued shares of our common stock. The
acquisition was accounted for as a reverse merger whereby NetFabric Corp. was
treated as the acquirer. On April 19, 2005, our name was changed from Houston
Operating Company to NetFabric Holdings, Inc. and our stock symbol was changed
from "HOOC" to "NFBH."





Prior to
acquiring NetFabric Corp., Houston Operating Company did not have any
operations, and we were a shell company whose primary business objective was to
merge and become public. NetFabric Corp. was a provider of hardware and services
to small to mid-sized businesses ("SMBs") that utilized the Internet for
telephone communications or Voice over Internet Protocol ("VoIP"). It developed
and marketed appliances or Customer Premises Equipment ("CPE") that simplified
the integration of standard telephone systems with an IP infrastructure. In
addition, NetFabric Corp resold transport services of a third party VoIP
transport provider.





With
minimal revenues from VoIP operations, we concluded that we could not implement
our original business plan for VoIP operations within our resources or with the
additional capital we could raise in the near term. On May 5, 2006, our Board of
Directors decided that the Company should exit the hardware-based VoIP
communications product line (including resale of transport services) that is
targeted to SMBs.





UCA
SERVICES, INC. ACQUISITION




On May
20, 2005, we entered into and closed on a share exchange agreement, whereby we
purchased all of the issued and outstanding shares of UCA Services, Inc., a New
Jersey company (“UCA”) from its shareholders in exchange for the issuance of
24,096,154 shares of our common stock. UCA is an IT services and solutions
company that serves the information needs of a wide range of Fortune 500 clients
in the financial markets industry and the pharmaceutical, health care and
hospitality sectors. UCA delivers a broad range of IT services in managed
services, professional services, infrastructure building and maintenance,
application development and maintenance areas. The acquisition was accounted for
using the purchase method of accounting with UCA’s results of operations
included in our consolidated financial statements from the date of
acquisition.


-10-





DISCONTINUED
OPERATIONS





On August
24, 2009, the Company along with its wholly-owned subsidiary, UCA and Fortify
entered into Amendment No. 1 (“Amendment”) to the Option and Purchase Agreement
(“Option Agreement”) in connection with the closing of Fortify’s purchase of all
of the outstanding capital stock of UCA upon exercise of its option granted
under the Option Agreement. Pursuant to the Amendment, among other
things,  the Secured Convertible Promissory Note in the principal
amount of $5 million (including the related accrued interest) issued by UCA to
Fortify was cancelled, releases of certain obligations of the parties were
granted as specified in the Amendment, and the commencement date and measurement
period for the earn-out and bonuses provided for in the Option Agreement were
modified. Effective August 24, 2009, the Company transferred its ownership
interest in UCA to Fortify.





In
accordance with FASB ASC 205-20-45-1 “Presentation of Financial
Statements-Discontinued Operations-Other Presentation Matters” the Company has
presented the results of UCA operations as discontinued operations in the
accompanying consolidated balance sheets, statement of operations and statement
of  cash flows.





UCA
derived revenues primarily from managed IT services, professional services,
application development services and business process management services.
Service arrangements with customers were generally on a time and material basis
or fixed-price, fixed-timeframe revenue basis. UCA’s principal operating
expenses were direct employee costs, consultant expenses and selling, general
and administrative expenses. The principal components of selling, general and
administrative expenses were salaries of sales and support personnel, and office
rent. Direct employee costs and consultant expenses were comprised primarily of
the costs of consultant labor, including employees, subcontractors and
independent contractors, and related employee benefits. Approximately 50% of our
consultants were employees and the remainder are subcontractors and independent
contractors.




We
compensated most of our consultants only for the hours that we bill to our
clients for projects undertaken, which allowed us to better match our labor
costs with our revenue generation. With respect to our consultant employees, we
were responsible for employment-related taxes, medical and health care costs and
workers' compensation. Labor costs were sensitive to shifts in the supply and
demand of IT professionals, as well as increases in the costs of benefits and
taxes.





After the
divesture of UCA, the Company does not have any operations. In the past, our
operations was that of a holding company that housed the finance and
administrative functions and was responsible for financing transactions and
regulatory compliance activities.





Comparison
of Three Months and Six Months Ended June 30, 2009 and 2008:





Selling,
general and administrative expenses




Our
selling, general and administrative expenses increased for the three months
ended June 30, 2009 by $5,504, or 3.0%, to $183,337. Our corporate activities
during the six months ended June 30, 2009 were at the same level as comparable
period in 2008. For the six months ended June 30, 2009, our selling, general and
administrative expenses increased by $315,322 or 102.0% to $624,522. The
increase was due to bonus/ one-time payment to an officer and additional
professions fees incurred in connection with UCA transaction.





Amortization
of debt discount




During
the three months ended June 30, 2009 amortization of debt discount was nil
compared to $186,895 in 2008. Amortization of debt discount for the six months
June 30, 2009 decreased by $276,399 or 75.1%, from $368,261 to $91,862. The
reductions were due to the maturity of Laurus debt and by the maturity all
discount was amortized. The debt was repaid at the maturity in March 2009 from
the Fortify transaction, and there were no additional borrowings incurred after
the repayment.


-11-




Debt
issuance costs




We paid
approximately $0 and $48,000 fees in connection with our short term borrowing
during the three and six months ended June 30, 2009, respectively, which was
charged to operation. In 2008, we incurred approximately $121,000 and $253,000
in fees during the three and six months ended June 30, 2008, respectively. The
decreases were due to the repayment of short term borrowings from the Fortify
transaction.





Interest
expense




For the
three months ended June 30, 2009, interest expense decreased by $70,134, to $0
from $70,134. For  the six months ended June 30, 2009, interest
expense decreased by $136,927, or 79.1% to $36,270 from $173,197. The decreases
were due to the repayment of Laurus and other debt from the proceeds of the
Fortify transaction in March 2009.





Discontinued
Operations




On August
24, 2009, we transferred our ownership interest in UCA to Fortify. In accordance
with FASB ASC 205-20-45-1 “Presentation of Financial Statements-Discontinued
Operations-Other Presentation Matters” we have presented the results of UCA
operations as discontinued operations in the accompanying consolidated balance
sheets, statement of operations and statement of cash flows.





During
the three months ended June 30, 2009, our discontinued operations resulted in a
loss of $18,222 compared to an income of $487,935 in the comparable period of
2008.  For the six months ended June 30, 2009, our discontinued
operations had an income of $180,024 compared an income of $711,470 in the
comparable period in 2008. Decreased revenues in UCA due to non- renewal or
termination of certain projects undertaken in 2008 resulted in decreased profits
in 2009 compared to 2008.




Net
loss




As a
result of the foregoing, for the three months ended June 30, 2009, net loss
increased by $130,243, or 182.6%, to a loss of $201,559, compared to a net loss
of $71,316 during the three months ended June 30, 2008. For the six months ended
June 30, 2009, net loss increased by $215,333 or 53.2% to $620,260 compared to
$404,927 during the six months ended June 30, 2008.





LIQUIDITY
AND CAPITAL RESOURCES




On June
30, 2009, our working capital deficiency was $6,585,561, compared to a working
capital deficiency of $6,212,328 on December 31, 2008. The increase was due to
the net loss incurred during the six months ended June 30, 2009. During the six
months ended June 30, 2009, our operating activities from continuing operations
used approximately $1,170,000 of cash, compared to approximately
$766,000 used during the six months ended June 30, 2008.




During
the six months ended June 30, 2009, our continuing operating losses, after
adjusting for non-cash items, used approximately $529,000 of cash, and working
capital items used approximately $641,000 of cash. The principal component of
these working capital changes was a decrease in our accounts payable and accrued
compensation. During the six months ended June 30, 2008, our continuing
operating losses, after adjusting for non-cash items, utilized approximately
$332,000 of cash, and working capital items used approximately $434,000 of
cash.





On March
12, 2009, we, along with our wholly owned subsidiary, UCA entered into a
Convertible Note Purchase Agreement dated March 12, 2009 with Fortify
Infrastructure Services, Inc. (“Fortify”). Pursuant to the
Convertible Note Purchase Agreement, Fortify purchased a Secured Convertible
Promissory Note (the “Note”) from UCA in the principal amount of $5 million with
us Company being a guarantor for UCA’s borrowings.


-12-





The Note
had a six-month term, and with interest at 8% per annum, compounded annually.
The Note was secured by (i) all of the assets of UCA and our Company and (ii)
all of the equity securities of UCA then owned or thereafter acquired by us. At
the exclusive option of Fortify, Fortify may convert the entire principal amount
of and accrued and unpaid interest on the Note into shares of Series A Preferred
Stock of UCA.  The conversion price shall be at a price equal to the
price per share reflecting a valuation of UCA equal to $5 million, on an
as-converted basis.




Fortify,
UCA and the Company also entered into an Option and Purchase Agreement (“Option
Agreement”). Pursuant to the Option Agreement, Fortify has an option to acquire
all of the outstanding shares of common stock of UCA. Upon effectiveness of the
our Definitive Schedule 14 C Information Statement to be filed with the
Securities and Exchange Commission (the “SEC”) in connection with certain
actions taken by the written consent of holders of a majority of our outstanding
common stock approving the terms of the Option Agreement, Fortify will exercise
the option. Upon exercise of the Option, will be released from the guaranty
obligations of the Note. Fortify will pay us $500,000 (“Fixed Payment”) one year
from the date the option is exercised. In addition, Fortify will pay additional
amounts to us (up to a maximum of $500,000) and certain employees of UCA based
on UCA’s performance during the periods specified in the Option Agreement
(“Performance Payment”).




The
holders of a majority of our outstanding common stock had previously approved
the terms of the Option Agreement by a written consent as detailed in our
Definitive Schedule 14 C Information Statement filed with the SEC on July 9,
2009.


We used
approximately $3 million from the proceeds of the Note to repay all amounts owed
to Laurus Master Fund. The balance of the proceeds was to be used for repayment
of debt, other payables and for working capital purposes.




On August
24, 2009 the Company along with its wholly-owned subsidiary, UCA and Fortify
entered into Amendment No. 1 (“Amendment”) to the Option and Purchase Agreement
(“Option Agreement”) in connection with the closing of Fortify’s purchase of all
of the outstanding capital stock of UCA upon exercise of its option granted
under the Option Agreement. Pursuant to the Amendment, among other things,  the Secured Convertible
Promissory Note in the principal amount of $5 million (including the related
accrued interest) issued by UCA to Fortify was cancelled, releases of certain
obligations of the parties were granted as specified in the Amendment, and the
commencement date and measurement period for the earn-out and bonuses provided
for in the Option Agreement were modified. Effective August 24, 2009, we
transferred our ownership interest in UCA to Fortify.




On April
27, 2010, the Company entered into a Memorandum of Understanding (“MOU”) with
Fortify and amended the Fixed Payment and Performance Payment previously agreed
by them. Pursuant to Fortify agreeing to pay the amounts on accelerated basis
unconditionally, we agreed to accept $850,000 in aggregate as the full
settlement of Fixed Payment and Performance payments. This amount was received
by us in May 2010.




After the
divesture of UCA, the Company does not have any operations. However, we are debt
free. We will explore strategic alternatives including merger with another
entity. Currently, we do not have any agreement or understanding with any entity
and there is no assurance that such a transaction will ever be
consummated.


-13-





ITEM
4. CONTROLS AND PROCEDURES




A.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:




Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Securities
Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and
reported, within the time period specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
reports filed under the Exchange Act are accumulated and communicated to
management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO") , as appropriate, to allow timely decisions regarding required
disclosure. As of the end of the period covered by this report, we carried out
an evaluation, under the supervision and with participation of our management,
including our CEO and CFO, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based upon and as of the date of that
evaluation, the CEO and CFO concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports we file and submit under the Exchange Act are recorded, processed,
summarized and reported as and when required.





B.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:





There
were no changes in our internal controls over financial reporting during the
most recent fiscal quarter that have materially affected or are reasonably
likely to materially affect our internal control over financial
reporting.





PART II. OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS




The
Company from time to time is involved in routine legal matters incidental to
business. In the opinion of management, the ultimate resolution of such matters
will not have a material adverse effect on the Company's financial position,
results of operations or liquidity.





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





ITEM
5. OTHER INFORMATION





None


-14-





ITEM
6. EXHIBITS





(a)
Exhibits:





31.1 Rule
13a-14(a)/15d-14(a) Certification (CEO)





31.2 Rule
13a-14(a)/15d-14(a) Certification (CFO)





32.1
Section 1350 Certification (CEO)





32.2
Section 1350 Certification (CFO)


-15-





SIGNATURES




In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act , the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





Date: August
      13, 2010
                By:
                /s/ Fahad
      SyedName:
      Fahad SyedTitle:
      Chairman and Chief Executive OfficerBy:
                /s/ Vasan
      ThathamName:
      Vasan ThathamTitle:
      Principal Financial Officer and Vice
President


-16-