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 certify that:




1. I have
reviewed this Quarterly Report on Form 10-Q 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 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)
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;




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.




August
      13, 2010
              By:
              /s/ Vasan
      ThathamName:
      Vasan ThathamTitle:
      Chief Financial Officer