UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of Earliest Event Reported) January 4, 2007


                            NetFabric Holdings, Inc.
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             (Exact name of registrant as specified in its charter)


           Delaware                     0-21419                   76-307819
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(State or other jurisdiction    (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)


             Three Stewart Court, Denville, NJ                      07834
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        (Address of principal executive offices)                  (zip code)


       Registrant's telephone number, including area code - (973) 887-2785


          (Former Name or Former Address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events. On January 4, 2007, the Registrant issued a press release to announce the execution of a non binding letter of intent to acquire the assets of Help Desk, Inc. The full text of the press release issued by the Registrant is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. Note: The information contained in this report on Form 8-K (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Item 9.01 Financial Statements And Exhibits (a) None (b) None (c) Exhibits 99.1 Copy of Registrant's press release dated January 4, 2007.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NETFABRIC HOLDINGS, INC. Date: January 4, 2007 By: /s/ Fahad Syed ----------------------- Name: Fahad Syed Title: Chairman and CEO

                                                                      PR 001/007

    NETFABRIC SIGNS LETTER OF INTENT TO ACQUIRE ASSETS OF HELP DESK NOW, INC.

Denville, New Jersey- January 4, 2007. NetFabric Holdings, Inc. (OTC BB:
NFBH)(NetFabric) today announced that it has signed a nonbinding letter of
intent to acquire the assets of Help Desk Now, Inc. (HDN), a North Carolina
based company involved in outsourced customer care solutions. HDN provides both
technical and non-technical customer support from its three service centers
located in Newfoundland and New Brunswick provinces of Canada. HDN was founded
in 2000 and had approximate revenues of $11 million (unaudited) in 2006.

"We believe that the acquisition of HDN is a strategic move to position us as a
significant outsourced service provider in the IT Services sector. The addition
of HDN's infrastructure, experience, qualified personnel and processes will add
an important off-site near shore component to NetFabric's existing service
offerings for its enterprise customers" said Fahad Syed, Chairman and Chief
Executive Officer of NetFabric.

The acquisition is subject to certain conditions including due diligence,
execution of a definitive acquisition agreement and NetFabric raising the
required financing to fund the purchase price of the acquisition. Accordingly,
while completion of the transaction is targeted for the first quarter of 2007,
no assurance can be made that the transaction will be consummated.

About NetFabric Holdings Inc.

NetFabric provides IT Solutions and Services to a prestigious list of Fortune
500 companies with a specialty in mission critical applications and services for
the financial services industry. NetFabric's wide range of services and
solutions includes designing and developing software applications, taking
ownership of outsourced business processes, managed services, and building
integrated infrastructure systems. Enterprise clients rely on NetFabric to pull
together the right products and services required as solutions to meet their
technology needs while delivering the most efficient and cost-effective
solutions on time and within budget. For more information about NetFabric,
please visit its website at http://www.netfabric.net

Safe harbor for Forward-Looking Statements:

The foregoing contains "forward-looking statements," which are based on
management's beliefs, as well as on a number of assumptions concerning future
events and information currently available to management. Readers are cautioned
not to put undue reliance on such forward-looking statements, which are not a
guarantee of performance and are subject to a number of uncertainties and other
factors, many of which are outside NetFabric's control, that could cause actual
results to differ materially from such statements. For a more detailed
description of the factors that could cause such a difference, please see
NetFabric's filings with the Securities and Exchange Commission. NetFabric
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
This information is presented solely to provide additional information to
further understand the results of NetFabric.

Contact:

NetFabric Holdings, Inc.
Vasan Thatham
973-887-2785 Ext 3365