**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 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(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 (the Company's fourth fiscal quarter in the 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/ Vasan
                ThathamName: Vasan ThathamTitle:
                    Chief Financial Officer