<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K FOR NETFABRIC HOLDING JULY 19, 2005
<TEXT>




                       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)  July  19, 2005


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



         Delaware                       0-21419                76-0307819
----------------------------------------------------------------------------
(State  or  other  jurisdiction  Commission  File  Number)    (IRS  Employer
      of  Incorporation)                                Identification  No.)






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


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

            67Federal  Road,  Building  A  Suite  300  Brookfield,  CT  06804
            -----------------------------------------------------------
          (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))

<PAGE>
 Item  1.01  Entry  into  Material  Definitive  Agreement

     Pursuant to a letter of understanding reached on June 23, 2005, the Company
sold  on  July  19,  2005, a Convertible Debenture (the "Debenture") in the face
amount  of  $500,000 to Macrocom Investors, LLC ("Macrocom). The Debenture bears
interest  at  5%  and  is  due on April 15, 2006. At the option of the Debenture
holder, the Debenture can be converted into shares of the Company's common stock
at  a  conversion  price  of  $.50  per  share. In connection with the sale, the
Company issued Macrocom warrants to acquire 1,000,000 shares of its common at an
exercise price $1.50 per share. The warrants expire in three years from the date
of  issuance.  The  Company also issued to Macrocom 375,000 shares of its common
stock  as additional consideration. As collateral for the Debenture, the Company
has placed with an escrow agent 5,000,000 shares of its common stock.

     On  July  19,  2005,  the  Company  sold  to  a  stockholder  and an entity
affiliated  with  an  officer  of the Company convertible debentures in the face
amount  of  $50,000  each.  These  debentures were sold on substantially similar
terms  as  the  Debenture sold to Macrocom. However, the Company did not provide
any  collateral  to  the  debenture  holders.

Item  2.03  Creation  of a Direct Financial Obligation or an Obligation under an
Off-Balance  Sheet  Arrangement  of  a  Registrant

     See  Item  1.01


Item  3.02  Unregistered  Sales  of  Equity  Securities

     See  Item  1.01

Item  9.01  Financial  Statements  And  Exhibits

(a)     None

(b)     None

(c)     Exhibits



Exhibit  99.1     Convertible Debenture date July 19, 2005 issued by the Company
                  to  Macrocom  Investors,  LLC.

Exhibit  99.2     Warrant, dated July 19, 2005 issued by the Company to Macrocom
                  Investors,  LLC.

Exhibit  99.3     Pledge  and  Escrow Agreement dated July 19, 2005 by and among
                  Macrocom  Investors,  LLC,  the  Company  and  Steven Siskind,
                  Esq.,  as  escrow  agent.

<PAGE>

                                   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:  July  29,  2005                By:   /s/Jeff  Robinson
                                            -----------------
                                      Name:  Jeff  Robinson
                                      Title:  Chairman  and  CEO










</TEXT>
</DOCUMENT>
