NETFABRIC HOLDINGS, INC. Three Stewart Court Denville, NJ 07834 Phone: 973-887-2785 Fax: 973-442-0540 June 28, 2006 Via Edgar Division of Corporate Finance Securities and Exchange Commission 450 Fifth Street Washington, D.C 20549 Attention: Mr. John Reynolds Dear Mr. Reynolds Re: NetFabric Holdings, Inc. Registration Statement on Form SB-2, File Number 333-129394 Filed on November 2, 2005 Pursuant to Rule 477 of the Securities Act of 1933, as amended ("Securities Act'), NetFabric Holdings, Inc., a Delaware corporation (the "Registrant"), herby applies for an Order granting immediate withdrawal of its Registration Statement on Form SB-2, together with all exhibits thereto (File No. 333-129394) (collectively the `Registration Statement"). The Registration Statement was originally filed with the Securities and Exchange Commission (the' Commission') on November 2, 2005. No securities have been sold pursuant to the Registration Statement and all activities in respect of the offering have been discontinued. Accordingly, we request that the Commission issue an order granting the withdrawal of the Registration Statement as soon as possible. Please do not hesitate to contact the undersigned with any questions you may have. Very truly yours /s/ Fahad Syed --------------------------- Fahad Syed Chief Executive Officer Cc Mr. Clayton Parker, Esq.