SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                  July 5, 2005

                            NETFABRIC HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)


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


67 Federal Road, Building A, Suite 300, Brookfield, CT                  06804
     (Address of principal executive offices)                       (Zip code)

   Registrant's telephone number, including area code:          (203) 775-1178

                                 Not Applicable
          (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:

|_|   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 Agreements.

Standby Equity Distribution Agreement

      On July 5, 2005, NetFabric Holdings, Inc. (the "Company"),  entered into a
Standby  Equity  Distribution   Agreement  (the  "SEDA")  with  Cornell  Capital
Partners,  LP  ("Cornell").  Pursuant  to the  SEDA,  the  Company  may,  at its
discretion,  periodically  sell to  Cornell  shares of common  stock,  par value
$0.001 per share (the "Common  Stock") for a total  purchase  price of up to Ten
Million  Dollars  ($10,000,000).  For each share of common stock purchased under
the SEDA, Cornell will pay the Company  ninety-eight percent (98%) of the lowest
volume  weighted  average  price of the  Company's  common  stock as  quoted  by
Bloomberg,  LP on the Over-the-Counter  Bulletin Board or other principal market
on which the Company's  common stock is traded for the five (5) days immediately
following  the notice  date.  Cornell will also retain five percent (5%) of each
advance under the SEDA. Cornell's obligation to purchase shares of the Company's
common  stock  under the SEDA is subject to certain  conditions,  including  the
Company obtaining an effective registration statement for shares of common stock
sold under the SEDA and is  limited  to Seven  Hundred  Fifty  Thousand  Dollars
($750,000) per weekly advance.

      The  Company  has also  issued to  Cornell a warrant  (the  "Warrant")  to
purchase, at Cornell's  discretion,  up to 200,000 shares of Common Stock at the
Warrant Exercise Price as defined in the Warrant.

Securities Purchase Agreement

      On July 5, 2005, the Company  entered into an agreement  (the  "Securities
Purchase  Agreement")  pursuant to which the Company shall sell to Cornell,  and
Cornell shall purchase from the Company,  secured convertible  debentures in the
aggregate  principal  amount of One Million Dollars  ($1,000,000),  plus accrued
interest, which are convertible,  at Cornell's discretion,  into Common Stock. A
Four Hundred Thousand Dollar  ($400,000)  debenture shall be funded on the fifth
(5th) business day following the date of the Securities Purchase Agreement,  and
a Six  Hundred  Thousand  Dollar  ($600,000)  debenture  shall be funded two (2)
business days prior to the filing date of the registration  statement as is more
fully described in that certain Investor  Registration  Rights Agreement,  dated
July 5, 2005. The debentures are  convertible,  in whole or in part, at any time
and from  time to time  until  maturity  at a fixed  price of $1.40  per  share,
subject to certain limitations as provided therein. Each debenture has a term of
(1) year, piggy-back  registration rights and accrue interest at a rate equal to
five percent (5%) per year.

Item 3.02. Unregistered Sales of Equity Securities.

Standby Equity Distribution Agreement

      On July  5,  2005,  in  connection  with  the  SEDA,  Cornell  received  a
commitment  fee of 242,857  shares  of Common  Stock in an amount equal to Three
Hundred Forty Thousand Dollars ($340,000).  The Company also issued a Warrant to
Cornell to purchase Common Stock as is more fully described in Item 1.01 above.

      On July 5, 2005,  the Company issued to Newbridge  Securities  Corporation
7,142 shares of Common Stock under the Placement  Agent  Agreement in connection
with the SEDA.

Securities Purchase Agreement

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description


                                       2
<PAGE>

<TABLE>
<CAPTION>
Exhibit             Description                                                         Location
<S>                 <C>                                                                 <C>
                    Standby Equity  Distribution  Agreement,  dated as of July
   Exhibit 99.1     5, 2005,  by and between  the Company and Cornell  Capital
                    Partners, LP                                                        Provided herewith

                    Registration  Rights Agreement,  dated as of July 5, 2005,
   Exhibit 99.2     by and between the Company and Cornell  Capital  Partners,          Provided herewith
                    LP

                    Placement  Agent  Agreement,  dated as of July 5, 2005, by
   Exhibit 99.3     and between the Company,  Cornell Capital Partners, LP and          Provided herewith
                    Newbridge Securities Corporation, as placement agent

                    Escrow  Agreement,  dated  as of  July  5,  2005,  by  and
                    between the  Company,  Cornell  Capital  Partners,  LP and
   Exhibit 99.4     David  Gonzalez,  Esq.,  as escrow  agent  pursuant to the          Provided herewith
                    Standby Equity Distribution Agreement

                    Warrant,  dated as July 5, 2005,  issued by the Company to
   Exhibit 99.5     Cornell Capital Partners, LP                                        Provided herewith

                    Securities Purchase  Agreement,  dated as of July 5, 2005,
   Exhibit 99.6     by and between the Company and Cornell  Capital  Partners,          Provided herewith
                    LP

                    Investor  Registration Rights Agreement,  dated as of July
   Exhibit 99.7     5, 2005,  by and between  the Company and Cornell  Capital          Provided herewith
                    Partners, LP

                    Escrow  Agreement,  dated as of July 5, 2005, by and among
                    the  Company,  Cornell  Capital  Partners,  LP  and  David
   Exhibit 99.8     Gonzalez,   Esq.,   as  escrow   agent   pursuant  to  the          Provided herewith
                    Securities Purchase Agreement

                    Security  Agreeement,  dated  as of July 5,  2005,  by and
   Exhibit 99.9     between the Company and Cornell Capital Partners, LP                Provided herewith

                    Security  Agreement,  dated  as of  July 5,  2005,  by and
  Exhibit 99.10     between   NetFabric   Corporation   and  Cornell   Capital          Provided herewith
                    Partners, LP

                    Security  Agreement,  dated  as of  July 5,  2005,  by and
  Exhibit 99.11     between UCA Services,  Inc. and Cornell Capital  Partners,          Provided herewith
                    LP

                    Pledge and Escrow Agreement,  dated as of July 5, 2005, by
  Exhibit 99.12     and among the Company,  Cornell Capital  Partners,  LP and          Provided herewith
                    David Gonzalez, Esq., as escrow agent

                    Officer Pledge and Escrow  Agreement,  dated as of July 5,
  Exhibit 99.13     2005, by and among the Company,  Cornell Capital Partners,          Provided herewith
                    LP. and David Gonzalez, Esq., as escrow agent

                    Irrevocable   Transfer  Agent   Instructions   and  Letter
  Exhibit 99.14     Agreement,  dated as of July 5, 2005,  by and  between the          Provided herewith
                    Company and Securities Transfer Corporation

  Exhibit 99.15     Form of Debenture                                                   Provided herewith

  Exhibit 99.16     Joint Disbursement Instructions, dated July 5, 2005,                Provided herewith
                    executed by NetFabric Holdings Inc. and Cornell Capital
                    Partners, LP

</TABLE>


                                       3
<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.

Date:    July 12, 2005                     NETFABRIC HOLDINGS, INC.


                                           By:      /s/ Walter Carozza
                                                    ------------------
                                           Name     Walter Carozza
                                           Title:   Chief Financial Officer


                                       4
{"company-data": {"conformed-name": "NETFABRIC HOLDINGS, INC", "cik": "0001083220", "assigned-sic": "7389", "irs-number": "760307819", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31553", "film-number": "05950978"}, "business-address": {"street1": "67 FEDERAL ROAD, BUILDING A", "street2": "SUITE 300", "city": "BROOKFIELD", "state": "CT", "zip": "06804", "phone": "203-775-1178"}, "mail-address": {"street1": "67 FEDERAL ROAD, BUILDING A", "street2": "SUITE 300", "city": "BROOKFIELD", "state": "CT", "zip": "06804"}, "former-company": {"former-conformed-name": "HOUSTON OPERATING CO", "date-changed": "19990402"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                  July 5, 2005

                            NETFABRIC HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

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

67 Federal Road, Building A, Suite 300, Brookfield, CT                  06804
     (Address of principal executive offices)                       (Zip code)

   Registrant's telephone number, including area code:          (203) 775-1178

                                 Not Applicable
          (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:

|_|   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 1.01. Entry into Material Definitive Agreements.

Standby Equity Distribution Agreement

      On July 5, 2005, NetFabric Holdings, Inc. (the "Company"),  entered into a
Standby  Equity  Distribution   Agreement  (the  "SEDA")  with  Cornell  Capital
Partners,  LP  ("Cornell").  Pursuant  to the  SEDA,  the  Company  may,  at its
discretion,  periodically  sell to  Cornell  shares of common  stock,  par value
$0.001 per share (the "Common  Stock") for a total  purchase  price of up to Ten
Million  Dollars  ($10,000,000).  For each share of common stock purchased under
the SEDA, Cornell will pay the Company  ninety-eight percent (98%) of the lowest
volume  weighted  average  price of the  Company's  common  stock as  quoted  by
Bloomberg,  LP on the Over-the-Counter  Bulletin Board or other principal market
on which the Company's  common stock is traded for the five (5) days immediately
following  the notice  date.  Cornell will also retain five percent (5%) of each
advance under the SEDA. Cornell's obligation to purchase shares of the Company's
common  stock  under the SEDA is subject to certain  conditions,  including  the
Company obtaining an effective registration statement for shares of common stock
sold under the SEDA and is  limited  to Seven  Hundred  Fifty  Thousand  Dollars
($750,000) per weekly advance.

      The  Company  has also  issued to  Cornell a warrant  (the  "Warrant")  to
purchase, at Cornell's  discretion,  up to 200,000 shares of Common Stock at the
Warrant Exercise Price as defined in the Warrant.

Securities Purchase Agreement

      On July 5, 2005, the Company  entered into an agreement  (the  "Securities
Purchase  Agreement")  pursuant to which the Company shall sell to Cornell,  and
Cornell shall purchase from the Company,  secured convertible  debentures in the
aggregate  principal  amount of One Million Dollars  ($1,000,000),  plus accrued
interest, which are convertible,  at Cornell's discretion,  into Common Stock. A
Four Hundred Thousand Dollar  ($400,000)  debenture shall be funded on the fifth
(5th) business day following the date of the Securities Purchase Agreement,  and
a Six  Hundred  Thousand  Dollar  ($600,000)  debenture  shall be funded two (2)
business days prior to the filing date of the registration  statement as is more
fully described in that certain Investor  Registration  Rights Agreement,  dated
July 5, 2005. The debentures are  convertible,  in whole or in part, at any time
and from  time to time  until  maturity  at a fixed  price of $1.40  per  share,
subject to certain limitations as provided therein. Each debenture has a term of
(1) year, piggy-back  registration rights and accrue interest at a rate equal to
five percent (5%) per year.

Item 3.02. Unregistered Sales of Equity Securities.

Standby Equity Distribution Agreement

      On July  5,  2005,  in  connection  with  the  SEDA,  Cornell  received  a
commitment  fee of 242,857  shares  of Common  Stock in an amount equal to Three
Hundred Forty Thousand Dollars ($340,000).  The Company also issued a Warrant to
Cornell to purchase Common Stock as is more fully described in Item 1.01 above.

      On July 5, 2005,  the Company issued to Newbridge  Securities  Corporation
7,142 shares of Common Stock under the Placement  Agent  Agreement in connection
with the SEDA.

Securities Purchase Agreement

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description

                                       2
Exhibit             Description                                                         Location
Standby Equity  Distribution  Agreement,  dated as of July
   Exhibit 99.1     5, 2005,  by and between  the Company and Cornell  Capital
                    Partners, LP                                                        Provided herewith

                    Registration  Rights Agreement,  dated as of July 5, 2005,
   Exhibit 99.2     by and between the Company and Cornell  Capital  Partners,          Provided herewith
                    LP

                    Placement  Agent  Agreement,  dated as of July 5, 2005, by
   Exhibit 99.3     and between the Company,  Cornell Capital Partners, LP and          Provided herewith
                    Newbridge Securities Corporation, as placement agent

                    Escrow  Agreement,  dated  as of  July  5,  2005,  by  and
                    between the  Company,  Cornell  Capital  Partners,  LP and
   Exhibit 99.4     David  Gonzalez,  Esq.,  as escrow  agent  pursuant to the          Provided herewith
                    Standby Equity Distribution Agreement

                    Warrant,  dated as July 5, 2005,  issued by the Company to
   Exhibit 99.5     Cornell Capital Partners, LP                                        Provided herewith

                    Securities Purchase  Agreement,  dated as of July 5, 2005,
   Exhibit 99.6     by and between the Company and Cornell  Capital  Partners,          Provided herewith
                    LP

                    Investor  Registration Rights Agreement,  dated as of July
   Exhibit 99.7     5, 2005,  by and between  the Company and Cornell  Capital          Provided herewith
                    Partners, LP

                    Escrow  Agreement,  dated as of July 5, 2005, by and among
                    the  Company,  Cornell  Capital  Partners,  LP  and  David
   Exhibit 99.8     Gonzalez,   Esq.,   as  escrow   agent   pursuant  to  the          Provided herewith
                    Securities Purchase Agreement

                    Security  Agreeement,  dated  as of July 5,  2005,  by and
   Exhibit 99.9     between the Company and Cornell Capital Partners, LP                Provided herewith

                    Security  Agreement,  dated  as of  July 5,  2005,  by and
  Exhibit 99.10     between   NetFabric   Corporation   and  Cornell   Capital          Provided herewith
                    Partners, LP

                    Security  Agreement,  dated  as of  July 5,  2005,  by and
  Exhibit 99.11     between UCA Services,  Inc. and Cornell Capital  Partners,          Provided herewith
                    LP

                    Pledge and Escrow Agreement,  dated as of July 5, 2005, by
  Exhibit 99.12     and among the Company,  Cornell Capital  Partners,  LP and          Provided herewith
                    David Gonzalez, Esq., as escrow agent

                    Officer Pledge and Escrow  Agreement,  dated as of July 5,
  Exhibit 99.13     2005, by and among the Company,  Cornell Capital Partners,          Provided herewith
                    LP. and David Gonzalez, Esq., as escrow agent

                    Irrevocable   Transfer  Agent   Instructions   and  Letter
  Exhibit 99.14     Agreement,  dated as of July 5, 2005,  by and  between the          Provided herewith
                    Company and Securities Transfer Corporation

  Exhibit 99.15     Form of Debenture                                                   Provided herewith

  Exhibit 99.16     Joint Disbursement Instructions, dated July 5, 2005,                Provided herewith
                    executed by NetFabric Holdings Inc. and Cornell Capital
                    Partners, LP
3
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.

Date:    July 12, 2005                     NETFABRIC HOLDINGS, INC.

                                           By:      /s/ Walter Carozza
                                                    ------------------
                                           Name     Walter Carozza
                                           Title:   Chief Financial Officer

                                       4