**EXHIBIT
            31.1**
  **CERTIFICATION
            PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO**
 SECTION
            302 OF THE SARBANES OXLEY ACT OF 2002
  I,
            Fahad
            Syed, Chairman and Chief Executive 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 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 report;
  3.
            Based
            on my knowledge, the financial statements, and other financial information
            included in this 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 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 15d 15 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 ( the Company's fourth fiscal quarter in case of an annual report)
            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 control 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.
  May
            14,
            2007


/s/ Fahad
                SyedName: Fahad SyedTitle:
                  Chairman and Chief Executive
                  Officer