UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


[X]
            Quarterly
      Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of
      1934





For the
quarterly period ended:September 30, 2009





Or





[__]
            Transition
      Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of
      1934





For the
transition period from ______________ to _______________





Commission
File Number: 000-53148





MAXSYS HOLDINGS,
INC.


(Exact
name of registrant as specified in its charter)





Delaware
            
            26-0904488(State
      or other jurisdiction of incorporation of origination)
            
            (I.R.S.
      Employer Identification Number)





22817
      Ventura Blvd., Suite #462
              Woodland Hills, California
            
            91364(Address
      of principal executive offices)
            
            (Zip
      code)(818) 943-8068(Registrant’s
      telephone number, including area
code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [__]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes [__] No
[__]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer [   ]
            Accelerated
      filer [  ]Non-accelerated
      filer   [   ] (Do not check if a smaller
      reporting company)
            Smaller
      reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[   ] No [X]





APPLICABLE
ONLY TO CORPORATE ISSUERS:





Indicate
the number of shares outstanding of each issuer’s classes of common stock, as of
the latest practicable date: 81,960,552 issued and outstanding as of November
19, 2009.





Transitional
Small Business Disclosure Form (Check one): Yes [   ] No
[X]





TABLE
OF CONTENTS


TO
QUARTERLY REPORT ON FORM 10-Q


FOR
QUARTER ENDED SEPTEMBER 30, 2009








PART
      I
            FINANCIAL
      INFORMATION
            PageItem
      1.
            Financial
      Statements (unaudited)
            2Balance
      Sheets as of September 30, 2009 (unaudited) and December 31,
      2008
            2Statements
      of Operations for the three months and nine months ended September 30,
      2009 and 2008 (unaudited) and from inception to September 30, 2009
      (unaudited)
            3Statements
      of Stockholders’ Deficit (unaudited)
            4Statements
      of Cash Flows for the nine months ended September 30, 2009 and 2008
      (unaudited)  and from inception to September 30, 2009
      (unaudited)
            5Notes
      to the Financial Statements
            6Item
      2.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            12Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            16Item
      4.
            Controls
      and Procedures
            16





PART
      II
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            17Item
      1A.
            Risk
      Factors
            17Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            18Item
      3.
            Defaults
      Upon Senior Securities
            18Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            18Item
      5.
            Other
      Information
            18Item
      6.
            Exhibits
            18Signatures
            19





1


PART
I – FINANCIAL INFORMATION





ITEM
1.                      FINANCIAL
STATEMENTS







Maxsys
Holdings, Inc.


(Formerly
known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)


(A
Development Stage Company)


Balance
Sheets




September
      30,2009
            
            
            December
      31,(unaudited)
            
            
            2008ASSETSCurrent
      assetsCash
            
            
            $
            1,527
            
            
            $
            27,932Accounts
      receivable
            
            
            
            401
            
            
            
            1,092Other
      receivables
            
            
            
            8,219
            
            
            
            30,764Inventories
            
            
            
            987
            
            
            
            116,201Total
      current assets
            
            
            11,134
            
            
            
            175,989Property
      and equipment - net
            
            
            
            39,033
            
            
            
            58,647Other
      assets
            
            
            
            -
            
            
            
            315,901Total
      assets
            
            $
            50,167
            
            
            $
            550,537LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
            
            
            $
            700
            
            
            $
            8,035Accrued
      liabilities
            
            
            
            144,429
            
            
            
            136,321Note
      payable to related party
            
            
            
            73,264
            
            
            
            112,564Line
      of credit
            
            
            
            -
            
            
            
            299,940Other
      current liabilities
            
            
            
            21,305
            
            
            
            28,484Total
      current liabilities
            
            
            239,698
            
            
            
            585,344Stockholders'
      deficitPreferred
      stock: $0.01 par value, 20,000,000 sharesauthorized; none
      issued
            
            
            -
            
            
            
            -Common
      stock: $0.01 par value; 300,000,000 sharesauthorized; 81,888,889
      and 78,000,000 issued in 2009 and 2008, respectively
            
            
            818,889
            
            
            
            780,000Additional
      paid-in capital
            
            
            
            513,611
            
            
            
            382,500Retained
      earnings deficit
            
            
            
            (1,522,031
            )
            
            
            (1,197,307
            )Total
      stockholders' deficit
            
            
            (189,531
            )
            
            
            (34,807
            )Total
      liabilities and stockholders' deficit
            
            $
            50,167
            
            
            $
            550,537








See notes
to the financial statements.


2


Maxsys
Holdings, Inc.


(Formerly
known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Operations


(Unaudited)


Period
      fromFor
      the three
              
              
              For
      the nine
              
              
              September
      5, 2007months
      ended
              
              
              months
      ended
              
              
              (inception)
      toSeptember
      30, 2009
              
              
              September
      30, 2008
              
              
              September
      30, 2009
              
              
              September
      30, 2008
              
              
              September
      30, 2009Revenues
              
              $
              1,085
              
              
              $
              73,653
              
              
              $
              159,194
              
              
              $
              108,165
              
              
              $
              340,764Cost
      of sales
              
              
              853
              
              
              
              53,713
              
              
              
              151,251
              
              
              
              80,678
              
              
              
              287,698Gross
      profit
              
              
              232
              
              
              
              19,940
              
              
              
              7,943
              
              
              
              27,487
              
              
              
              53,066Operating
      expensesSales
      and marketing
              
              
              3,248
              
              
              
              31,691
              
              
              
              34,299
              
              
              
              68,420
              
              
              
              156,692Research
      and development
              
              
              -
              
              
              
              31,731
              
              
              
              -
              
              
              
              196,387
              
              
              
              337,489General
      and administrative
              
              
              38,377
              
              
              
              108,027
              
              
              
              291,163
              
              
              
              465,723
              
              
              
              1,069,171Total
      operating expenses
              
              
              41,625
              
              
              
              171,449
              
              
              
              325,462
              
              
              
              730,530
              
              
              
              1,563,352Loss
      from operations
              
              
              (41,393
              )
              
              
              (151,509
              )
              
              
              (317,519
              )
              
              
              (703,043
              )
              
              
              (1,510,286
              )Other
      income (expense)Interest
      income
              
              
              13
              
              
              
              4,496
              
              
              
              1,256
              
              
              
              7,166
              
              
              
              13,689Finance
      charges
              
              
              (251
              )
              
              
              (3,508
              )
              
              
              (4,683
              )
              
              
              (3,757
              )
              
              
              (19,716
              )Franchise
      taxes
              
              
              -
              
              
              
              -
              
              
              
              (1,114
              )
              
              
              (1,309
              )
              
              
              (3,291
              )Miscellaneous
      income
              
              
              2
              
              
              
              -
              
              
              
              791
              
              
              
              -
              
              
              
              769Miscellaneous
      expenses
              
              
              -
              
              
              
              (18
              )
              
              
              (3,455
              )
              
              
              (17
              )
              
              
              (3,196
              )Net
      loss
              
              $
              (41,629
              )
              
              $
              (150,539
              )
              
              $
              (324,724
              )
              
              $
              (700,960
              )
              
              $
              (1,522,031
              )Basic
      and diluted loss per common share
              
              
              *
              
              
              
              *
              
              
              
              *
              
              
              
              *Basic
      and diluted weighted average common shares outstanding
              
              
              81,888,889
              
              
              
              75,000,000
              
              
              
              81,888,889
              
              
              
              75,000,000
  * Less
than $0.01.





See notes
to the financial statements.


3


Maxsys
Holdings, Inc.


(Formerly
known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Stockholders’ Deficit


(Unaudited)




Additional
            
            
            Retained
            
            
            TotalCommon
      Stock
            
            
            paid-in
            
            
            Earnings
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            capital
            
            
            Deficit
            
            
            deficitBalance,
      September 5, 2007
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Issuance
      of stock for cash at $0.01per
      share in September 2007
            
            
            75,000,000
            
            
            
            750,000
            
            
            
            -
            
            
            
            -
            
            
            
            750,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (126,101
            )
            
            
            (126,101
            )Balance,
      December 31, 2007
            
            
            75,000,000
            
            
            $
            750,000
            
            
            $
            -
            
            
            $
            (126,101
            )
            
            $
            623,899Issuance
      of stock for cash at $0.0125per
      share in December 2008
            
            
            3,000,000
            
            
            
            30,000
            
            
            
            7,500
            
            
            
            -
            
            
            
            37,500Recognition
      of stock based compensation
            
            
            -
            
            
            
            -
            
            
            
            375,000
            
            
            
            -
            
            
            
            375,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,071,206
            )
            
            
            (1,071,206
            )Balance,
      December 31, 2008
            
            
            78,000,000
            
            
            $
            780,000
            
            
            $
            382,500
            
            
            $
            (1,197,307
            )
            
            $
            (34,807
            )Issuance
      of stock for cash at $0.025per
      share in January 2009
            
            
            3,000,000
            
            
            
            30,000
            
            
            
            45,000
            
            
            
            -
            
            
            
            75,000Recognition
      of stock based compensation
            
            
            -
            
            
            
            -
            
            
            
            75,000
            
            
            
            -
            
            
            
            75,000Issuance
      of stock for cash at $0.0225per
      share in September 2009
            
            
            888,889
            
            
            
            8,889
            
            
            
            11,111
            
            
            
            
            
            
            
            20,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (324,724
            )
            
            
            (324,724
            )Balance,
      September 30, 2009
            
            
            81,888,889
            
            
            $
            818,889
            
            
            $
            513,611
            
            
            $
            (1,522,031
            )
            
            $
            (189,531
            )











See notes
to the financial statements.




4





Maxsys
Holdings, Inc.


(Formerly
known as Tai Pan Holding, Inc. and Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Cash Flows


(Unaudited)





Nine
            
            
            Nine
            
            
            September
      5, 2007months
      ended
            
            
            months
      ended
            
            
            (inception)
      toSeptember
      30, 2009
            
            
            September
      30, 2008
            
            
            September
      30, 2009Operating
      activitiesNet
      loss
            
            $
            (324,724
            )
            
            $
            (700,960
            )
            
            $
            (1,522,031
            )Adjustments
      to reconcile net loss to net cash used
      in operating activitiesDepreciation
            
            
            11,184
            
            
            
            26,624
            
            
            
            56,944Non-cash
      stock based compensation
            
            
            75,000
            
            
            
            225,000
            
            
            
            450,000Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            691
            
            
            
            (15,419
            )
            
            
            (401
            )Other
      receivables
            
            
            22,545
            
            
            
            (4,720
            )
            
            
            (8,219
            )Inventories
            
            
            115,213
            
            
            
            (146,190
            )
            
            
            (987
            )Other
      asssets
            
            
            315,901
            
            
            
            (302,646
            )
            
            
            -Accounts
      payable
            
            
            (7,335
            )
            
            
            (5,934
            )
            
            
            700Other
      current liabilities
            
            
            (7,179
            )
            
            
            -
            
            
            
            1,304Accrued
      liabilities
            
            
            8,108
            
            
            
            (695
            )
            
            
            144,429Net
      cash provided by (used in) operating activities
            
            
            209,404
            
            
            
            (924,940
            )
            
            
            (878,261
            )Investing
      activitiesProceeds
      from sale of property and equipment
            
            
            8,431
            
            
            
            -
            
            
            
            8,431Purchase
      of property and equipment
            
            
            -
            
            
            
            (79,844
            )
            
            
            (104,407
            )Net
      cash provided by (used in) investing activities
            
            
            8,431
            
            
            
            (79,844
            )
            
            
            (95,976
            )Financing
      activitiesProceeds
      from (payment of) line of credit
            
            
            (299,940
            )
            
            
            299,940
            
            
            
            -Proceeds
      from issuance (payment of) of note payable
            
            
            (39,300
            )
            
            
            116,850
            
            
            
            93,264Proceeds
      from issuance of common stock
            
            
            95,000
            
            
            
            500,000
            
            
            
            882,500Net
      cash provided by (used in) financing activities
            
            
            (244,240
            )
            
            
            916,790
            
            
            
            975,764Net
      change in cash
            
            
            (26,405
            )
            
            
            (87,994
            )
            
            
            1,527Cash,
      beginning of period
            
            
            27,932
            
            
            
            98,321
            
            
            
            -Cash,
      end of period
            
            $
            1,527
            
            
            $
            10,327
            
            
            $
            1,527Supplemental
      disclosure of cash flow informationCash
      paid for:Interest
            
            $
            4,683
            
            
            $
            3,757
            
            
            $
            22,290






See notes
to the financial statements.


5




BASIS
OF PRESENTATION





Maxsys
Holdings, Inc. (formerly known as Tai Pan Holding, Inc. and Unicapital
Acquisition Corp.) (the “Company”) was incorporated in the state of Delaware on
January 11, 2008.  The Company is a distributor and retailer of ATSC
digital converter box.





The
accompanying unaudited financial statements have been prepared by the Company in
accordance with accounting principles generally accepted in the United States of
America for the preparation of interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X of the
Securities and Exchange Commission (SEC). Accordingly, they do not include all
of the information and notes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Financial
results for the three months and nine months ended September 30, 2009 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2009.





Management
is required to make certain estimates and assumptions which affect the amounts
of assets, liabilities, revenue and expenses reported.  Actual results
could differ materially from these estimates and assumptions.





MERGER AND ACQUISITION





On
January 2, 2009, William Tay, the majority shareholder of the Company entered
into a Share Purchase Agreement with Tai Pan Holding, Inc. (“Tai Pan”), a
Delaware corporation incorporated on September 5, 2007 under the name “Gridlink
Technologies, Inc.” On January 18, 2009, pursuant to such agreement, Mr. Tay
sold all 31,340,000 common shares of the Company held by him to Tai Pan for
$39,950 in consideration.





On March
11, 2009, the Company entered into an Agreement and Plan of Merger with Tai Pan.
On March 16, 2009, pursuant to this agreement, Tai Pan merged with and into the
Company, whereupon the separate existence of Tai Pan ceased and the Company was
the surviving entity. Concurrently, the Company cancelled the common shares
acquired from Mr. Tay. In connection therewith, on March 25, 2009, the Company
changed its name from “Unicapital Acquisition Corp.” to “Tai Pan Holding,
Inc.”





The
merger transaction has been accounted for as a reverse merger, with the Company
as the legal acquirer and Tai Pan as the accounting acquirer. Prior to the
merger with Tai Pan, the Company was a shell company with no operations and no
net assets. Consequently, the financial information presented herein is that of
Tai Pan.





On
September 3, 2009 the Company changed its name to Maxsys Holdings,
Inc.





SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Managements’
Plan





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred losses from
operations and has negative cash flows from operating activities since its
inception. At September 30, 2009 and December 31, 2008 the Company had $1,527
and $27,932, respectively in unrestricted cash. The Company requires funding to
maintain working capital to meet its growth plans until such time revenues are
sufficient to meets its anticipated cost structure. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans are to obtain additional funding through an offering of
common stock. There are no assurances that management will be successful in its
plans. The accompanying financial statements do not include any adjustments that
might result from the outcome of the uncertainty.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenue and expenses
during the reported periods. Actual results could materially differ from those
estimates.


6





Cash
and Cash Equivalents





For
purpose of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with an original maturity of three months or less to
be cash equivalents.





Revenue
Recognition





The
Company recognizes revenues when the earnings process is complete, evidenced by
an agreement between the Company and the customer, there has been delivery and
acceptance, collectability is probable, and pricing is fixed and determinable.
Revenue from service agreements is generally recognized ratably over the service
period or as the service is rendered. Allowances are established for anticipated
product returns, price protection, cooperative marketing, and sales incentive
programs.





Inventories





Inventories
are stated at the lower of cost or market. Cost is determined by using the
first-in first-out method.





Research
and Development





Research
and development costs are expensed as incurred. The costs of materials and
equipment that will be acquired or constructed for research and development
activities, and that have alternative future uses, both in research and
development, marketing or sales, will be classified as property and equipment
and depreciated over their estimated useful lives.





Income
Taxes





The
Company accounts for income taxes in accordance with Financial Accounting
Standards Board ("FASB") Statement No. 109 "Accounting for Income Taxes." SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability equal
to the expected future tax benefit/expense of temporary reporting differences
between book and tax accounting methods and any available operating loss or tax
credit carry forwards. A valuation allowance is established to offset the
deferred tax assets when it is more likely than not, that such tax assets will
not be recovered.





Loss
per Common Share





The
Company presents basic loss per share ("EPS") and diluted EPS on the face of the
statement of operations. Basic loss per share is computed as net loss divided by
the weighted average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur from common shares issuable
through stock options, warrants, and other convertible securities.





Risk and Uncertainties





The
Company's operations are subject to new innovations in product design and
function. Significant technical changes can have an adverse effect on product
lives. Design and development of new products are important elements to achieve
and maintain profitability in the Company's industry segment.





The
Company may be subject to federal, state and local environmental laws and
regulations. The Company does not anticipate expenditures to comply with such
laws and does not believe that regulations will have a material impact on the
Company's financial position, results of operations, or cash flows. The Company
believes that its operations comply, in all material respects, with applicable
federal, state, and local environmental laws and regulations.





Concentrations
of Risk





The
Company, at times, maintains cash balances at certain financial institutions in
excess of amounts insured by federal agencies. The Company’s sale and packaging
of its product and other related services in 2008 and beginning of 2009 were
concentrated solely with a third party. The loss of this third party could have
a material effect on the Company. The Company will explore opportunities with
other third parties as it continues to expand its business.


7





Property
and Equipment





Property
and equipment are stated at cost, less accumulated depreciation. The provision
for depreciation is computed using the straight-line method over the estimated
useful lives of the assets ranging from three (3) to seven (7) years.
Significant renewals and betterments are capitalized while maintenance and
repairs are charged to expense as incurred. Leasehold improvements are amortized
on the straight-line basis over the lesser of their estimated useful lives or
the term of the related lease.




The
Company reviews its property and equipment for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by
acomparison of the
carrying amount of an asset to the future undiscounted operating cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair
value less costs to sell.





Stock-Based
Compensation





At
inception, the Company adopted SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"). SFAS 123R requires that the Company account for all
stock-based compensation using a fair-value method and recognize the fair value
of each award as an expense over the service period.





Accounting
for Stock Options Issued to Consultants





The
Company measures compensation expense for its non-employee stock-based
compensation under Emerging Issues Task Force ("EITF") No. 96-18 "Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services". The fair value of the option
issued or committed to be issued is used to measure the transaction, as this is
more reliable than the fair value of the services received. The fair value is
measured at the value of the Company's common stock on the date that the
commitment for performance by the counterparty has been reached or the
counterparty's performance is complete. The fair value of the equity instrument
is charged directly to stock-based compensation expense and credited to
additional paid-in capital.





Fair
Value Measurements





On
January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), Fair Value Measurements which
became effective for the Company.  SFAS 157 relates to financial
assets and financial liabilities. In February 2008, the FASB issued FASB Staff
Position (FSP) No. FAS 157-2, Effective Date of FASB Statement
No. 157, which delayed the effective date of SFAS 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on at least an
annual basis, until January 1, 2009 for calendar year-end
entities.





SFAS 157
defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (GAAP),
and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair
value measurements and are to be applied prospectively with limited exceptions.
FSP FAS 157-1 amends SFAS 157 to exclude from the scope of SFAS 157 certain
leasing transactions accounted for under Statement of Financial Accounting
Standards No. 13, “Accounting for Leases.” FSP FAS 157-2 amends SFAS 157 to
defer the effective date of SFAS 157 for all non-financial assets and
non-financial liabilities except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis to fiscal years beginning
after November 15, 2008. In addition, effective for the third quarter of 2008,
the Company adopted FASB Staff Position 157-3 “Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”).
FSP FAS 157-3 clarifies the application of SFAS 157 to financial instruments in
an inactive market. The adoption of SFAS 157 and FSP FAS 157-3 did not have a
material impact on the Company’s financial statements since the Company
generally does not record its financial assets and liabilities in its financial
statements at fair value.





Effective
January 1, 2008, the Company also adopted, on a prospective basis, Statement of
Financial Accounting Standards No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to
choose to measure many financial instruments and certain other items at fair
value. The adoption of SFAS 159 did not have a material impact on the Company’s
financial statements since the Company elected not to apply the fair value
option for any of its eligible financial instruments or other
items.


8





In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments. The FSP amends
SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to
require an entity to provide disclosures about fair value of financial
instruments in interim financial information. This FSP is to be applied
prospectively and is effective for interim and annual periods ending after
June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The adoption of this FSP did not have an impact on the
Company’s financial statements.





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which
became effective January 1, 2009 via prospective application to business
combinations. This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination, provides a definition of a business, requires an acquirer
to recognize an acquired business at its fair value at the acquisition date and
requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with
limited exceptions). The Company adopted this Statement on January 1, 2009.
There was no impact upon adoption, and its effects on future periods will depend
on the nature and significance of business combinations subject to this
statement.





In
April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies. This FSP requires that assets acquired and liabilities
assumed in a business combination that arise from contingencies be recognized at
fair value if fair value can be reasonably estimated. If fair value cannot be
reasonably estimated, the asset or liability would generally be recognized in
accordance with SFAS No. 5, “Accounting for Contingencies” and FASB
Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”.
Further, the FASB removed the subsequent accounting guidance for assets and
liabilities arising from contingencies from SFAS No. 141(R). The
requirements of this FSP carry forward without significant revision the guidance
on contingencies of SFAS No. 141, “Business Combinations”, which was
superseded by SFAS No. 141(R) (see previous paragraph). The FSP also
eliminates the requirement to disclose an estimate of the range of possible
outcomes of recognized contingencies at the acquisition date. For unrecognized
contingencies, the FASB requires that entities include only the disclosures
required by SFAS No. 5. This FSP was adopted effective January 1,
2009. There was no impact upon adoption, and its effects on future periods will
depend on the nature and significance of business combinations subject to this
statement.





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events,” which requires entities
to disclose the date through which they have evaluated subsequent events and
whether the date corresponds with the release of their financial statements. The
statement establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. SFAS No. 165 is effective for interim
or annual financial periods ending after June 15, 2009, and shall be applied
prospectively. The adoption of SFAS No. 165 did not have an impact to the
Company’s financial statements.





In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles,” Replaces SFAS
No. 162, establishes the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants.  Statement 168 and the Codification is effective
for the Company this period ended September 30, 2009 and references to
pre-codification statements have been retained with references to the
Codification as follows:


9





Pre-
      Codification
            
            FASB
      Accounting Standards CodificationFAS
      109 - Accounting for Income Taxes
            
            Topic
      740 - Income TaxesFAS
      123 (R) - Share-Based Payment
            
            Topic
      718-1- - Compensation - Stock CompensationEITF
      96-18 - Accounting for  Equity Instruments that
    are
            
            Topic
      505 - 50 - Equity-Based Payments to Non-EmployeesIssued
      to Other Than Employees for AcquiringFAS
      157 - Faive Value Measurements
            
            Topic
      820 - Fair Value Measurements and DisclosuresFAS
      159 - The Fair Value Option for Financial Assets and
            
            Topic
      825 - Financial InstrumentsFinancial
      LiabilitiesFSP
      FAS 107-1 and APB 28-1- Interim disclosures about
            
            Topic
      320 -10-35 - Investments - Debt and Equity SecuritiesFair
      Value of Financial StatementsFAS
      141(R)  - Business Combinations
            
            Topic
      805 - Business CombinationsFAS
      5 - Accounting for Contingencies
            
            Topic  450
      - ContingenciesFAS
      165 - Subsequent Events
            
            Topic
      855 - Subsequent EventsFAS
      7 - Accounting and Reporting by Development Stage
    Enterprises
            
            Topic
      915 - Development Stage Entities








PROPERTY
AND EQUIPMENT




At
September 30, 2009 and December 31, 2008, property and equipment consisted of
the following:




September
      30,
            
            
            December
      31,2009
            
            
            2008Furniture
      and fixtures
            
            $
            9,495
            
            
            $
            9,495Leasehold
      improvements
            
            
            1,350
            
            
            
            1,350Machinery
      and equipment
            
            
            19,138
            
            
            
            19,138Test
      equipment
            
            
            30,603
            
            
            
            39,033Software
            
            
            35,391
            
            
            
            35,39195,977
            
            
            
            104,407Less
      accummulated depreciation
            
            
            56,944
            
            
            
            45,760$
            39,033
            
            
            $
            58,647




Provisions
for depreciation for the nine months ended September 30, 2009 and September 30,
2008 were $11,184 and $26,624, respectively.




OTHER
ASSETS




At
September 30, 2009 and December 31, 2008, other assets consisted of the
following:




September
      30,
            
            December
      31,2009
            
            2008Certificate
      of deposit - restricted
            
            $
            -
            
            
            $
            302,614Deposit
            
            
            -
            
            
            
            13,287$
            -
            
            
            $
            315,901




10




LINE
OF CREDIT




On March
12, 2008, the Company obtained a line of credit from United Commercial Bank
amounting to $300,000. The line of credit bears interest at 4.44% per annum and
is collateralized by the Company’s certificate of deposit. The Company paid off
the total balance of $299,940 at the maturity date of February 13,
2009.




RELATED
PARTY TRANSACTION




On April
21, 2008, the Company issued a promissory note payable to Tai Pan Capital
Private Limited, an affiliate, amounting to $120,000.  The promissory
note bears interest at 6% per annum and is collateralized by the Company’s
inventories and accounts receivable.  As of September 30, 2009, the
balance of the promissory note amounted to $73,264.




In April,
June and September 2009, the Company obtained advances from a director totaling
$21,000 (presented in the balance sheet as part of other current
liabilities).




STOCKHOLDERS’
EQUITY




During
the period from September 5, 2007 (Inception) to September 30, 2009, the Company
issued 81,888,889 shares of its common stock for a total consideration of
$882,500.




On
October 28, 2009 the Company issued 71,652 shares of its common stock for a
total consideration of $2,150.




COMMITMENT
AND CONTINGENCIES





a)   Agreements
with Apex Digital, Inc.





On
November 16, 2008, in connection with the sale and packaging of its products and
other related services, the Company entered into various agreements with Apex
Digital, Inc.  These agreements are as follows: (a) Product Sales and
Purchase Agreement; (b) Fulfillment and Service Agreement (c) Sales Commission
Agreement; and, (d) Service and Payment Agreement.  These agreements
were terminated on July 31, 2009.




b)   Litigation





Two of
the Company’s former employees filed a legal action against the Company for
breach of contract for failure to pay severance pay upon their termination from
employment and pursuant to their employment agreements.  The Company
accrued this liability as of September 30, 2009.  In April 2009, the
Company filed a cross-complaint against the former CEO upon breach of fiduciary
duty, fraud, and negligence in relation to the above legal action, and request
for indemnification. In June 2009, the former CEO filed another cross-complaint
against the Company for wrongful termination and others. The court granted
another continuance to extend the trial day to April 5, 2010 at final status
conference on October 23, 2009.





INCOME
TAXES




As of
September 30, 2009, the Company has available net operating loss (NOL)
carry-forwards that approximate $1,522,031 and may be applied against future
taxable income through tax year 2025.  A valuation reserve has been
set up to entirely offset any deferred tax asset since it is more likely than
not that the deferred tax assets will not be realized.




11





STOCK
OPTION PLANS AND GRANTS





On
February 28, 2008, the Company adopted the 2008 stock incentive plan (the "2008"
Plan). Under the 2008 Plan, the Board of Directors may grant to selected
employees, directors and other independent advisors options to purchase up to
50,000,000 shares of common stock during their period of service with the
Company.





On March
1, 2008, the Board of Directors granted 50,000,000 stock options to key
employees, directors, and consultants at a $0.01 exercise price per share. The
value of the options was determined using the Black-Scholes model with the
following assumptions:





Estimated
      fair value of underlying common stock
            0.01Expected
      life (in years)
            6.0Risk-free
      interest rate
            2.78%Expected
      volatility
            134%Dividend
      yield
            0%




The
expected option life was estimated based upon the average of the contractual
term of the underlying stock option under the 2008 Plan and the vesting term.
The expected volatility of the Company's stock price is based upon the average
of three similar competitors' historical daily changes in the price of their
common stock. The risk-free interest rate is based upon the current yield on
U.S. Treasury securities having a term similar to the expected option term.
Dividend yield is estimated at zero because the Company does not anticipate
paying dividends in the foreseeable future.





The value
estimated to the options was $450,000 and will be expensed over the vesting
period of one year. On April 28, 2009, the Company terminated the stock option
plan and grants there under. The Company recognized compensation expenses during
the nine months ended September 30, 2009 and 2008 amounting to $75,000 and
$225,000, respectively.











ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




Forward
Looking Statement Notice





Certain
statements made in this periodic report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of Tai
Pan Holding, Inc. (“we”, “us”, “our” or the “Company”) to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the continued expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance the
forward-looking statements included in this Quarterly Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.








Overview





Maxsys
Holdings, Inc., Inc. (the “Company”), formerly known as Tai Pan Holding, Inc.
and Unicapital Acquisition Corp., was incorporated in Delaware on January 11,
2008. On March 11, 2009, the Company entered into a merger agreement with Tai
Pan Holding, Inc. (“Tai Pan”), a Delaware corporation, pursuant to which the
Company merged with Tai Pan on March 16, 2009, with the Company as the surviving
entity. We accounted for this merger transaction as a reverse acquisition and
recapitalization and, as a result, our financial statements are in substance
those of Tai Pan, with the assets and liabilities, and revenues and expenses, of
the Company being included effective from the date of the merger transaction. In
connection with the merger, the Company changed its name to “Tai Pan Holding,
Inc.” on March 25, 2009.


12





Prior to
the merger acquisition, Tai Pan was developing high-speed wireless
communications equipment and accessories that enable the transmission of data,
voice, and video with throughput speeds and capacity.  In May 2008,
Tai Pan’s management decided to discontinue the development project due to the
lack of the funds and the resignation of its founder/CEO. Instead, Tai Pan
continued its operations as a distributor and retailer of ATSC digital converter
box, a business which the Company continues since the merger transaction. ATSC
digital converter box allows analog televisions to receive digital signals after
analog broadcasting terminates on June 12, 2009.





On
September 3, 2009 the Company decided to change its name to Maxsys Holdings,
Inc. The Company continues to locate and identify suitable business entities for
potential combination with any such entity. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for- assets exchange. No
assurances can be given, however, that the Company will be successful in
locating or negotiating with any target business.




The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer. In implementing a structure for a
particular business acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. It is anticipated that any securities issued in
any such business combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities immediately after
the transaction is consummated or at specified times thereafter. If such
registration occurs, it will be undertaken by the surviving entity after the
Company has entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional securities and
their potential sale into any trading market which may develop in the Company's
securities may depress the market value of the Company's securities in the
future if such a market develops, of which there is no assurance.





The
Company will participate in a business combination only after the negotiation
and execution of appropriate agreements.  Negotiations with a target
company will likely focus on the percentage of the Company which the target
company shareholders would acquire in exchange for their shareholdings. Although
the terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.  Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.





There is
presently no trading market for the Company's common stock and no market may
ever exist for the Company's common stock. The Company plans to apply for a
corporate CUSIP number for its common stock and to assist broker-dealers in
complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended,
so that such brokers can trade the Company's common stock in the Over-
The-Counter Electronic Bulletin Board (the "OTC Bulletin Board"). There can be
no assurance to investors that any broker-dealer will actually file the
materials required in order for such OTC Bulletin Board trading to
proceed.





Accounting
for Business Combination





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which
became effective January 1, 2009 via prospective application to business
combinations. This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination, provides a definition of a business, requires an acquirer
to recognize an acquired business at its fair value at the acquisition date and
requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with
limited exceptions). The Company adopted this Statement on January 1, 2009.
There was no impact upon adoption, and its effects on future periods will depend
on the nature and significance of business combinations subject to this
statement.





As a
result of any business combination, if the acquired entity's shareholders will
exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing
entity.


13





Our
principal operations commenced in September 2007.  However, to date,
we have had limited revenues. Financial Accounting Standards Board Statement No.
7 (“FAS 7”) sets forth guidelines for identifying an enterprise in the
development stage and the standards of financial accounting and reporting
applicable to such an enterprise. In the opinion of management, our activities
from our inception through September 30, 2009 fall within the referenced
guidelines. Accordingly, we report our activities in this report in accordance
with FAS 7.





The FASB
finalized the FASB Accounting Standards Codification effective for periods
ending on or after September 15, 2009.  The Company has currently
retained references to FASB but provides references to the Codification as
follows:





Pre-
      Codification
            
            FASB
      Accounting Standards CodificationFAS
      109 - Accounting for Income Taxes
            
            Topic
      740 - Income TaxesFAS
      123 (R) - Share-Based Payment
            
            Topic
      718-1- - Compensation - Stock CompensationEITF
      96-18 - Accounting for  Equity Instruments that
    are
            
            Topic
      505 - 50 - Equity-Based Payments to Non-EmployeesIssued
      to Other Than Employees for AcquiringFAS
      157 - Faive Value Measurements
            
            Topic
      820 - Fair Value Measurements and DisclosuresFAS
      159 - The Fair Value Option for Financial Assets and
            
            Topic
      825 - Financial InstrumentsFinancial
      LiabilitiesFSP
      FAS 107-1 and APB 28-1- Interim disclosures about
            
            Topic
      320 -10-35 - Investments - Debt and Equity SecuritiesFair
      Value of Financial StatementsFAS
      141(R)  - Business Combinations
            
            Topic
      805 - Business CombinationsFAS
      5 - Accounting for Contingencies
            
            Topic  450
      - ContingenciesFAS
      165 - Subsequent Events
            
            Topic
      855 - Subsequent EventsFAS
      7 - Accounting and Reporting by Development Stage
    Enterprises
            
            Topic
      915 - Development Stage Entities






Results
of Operations--Three month period ended September 30, 2009 as compared to three
month period ended September 30, 2008





Revenue. During the
three-month period ended September 30, 2009, we had revenues of $1,085 as
compared to revenues of $73,653 during the same period in 2008, a decrease of
99%. This decrease is mainly attributable to the Company’s decision to stop
selling convertible boxes and antennas in the beginning of June 2009.





Operating Expenses. Our
operating expenses for the three months ended September 30, 2009 were $41,625,
as compared to $171,449 in the same period of 2008, a decrease of 76%. The
decrease is mainly attributable to the discontinuance of our research and
development activities.





Selling and Marketing
Expenses. Our selling and marketing expenses for the three months ended
September 30, 2009 were $3,248, as compared to $31,691 for the same period in
2008, a decrease of 90%.  This decrease is mainly because of the
declining selling activities of converter boxes in the third quarter of
2009.





Research andDevelopment Expenses.We did not incur
research and development expenses during the three months ended September 30,
2009.  The Company decided to discontinue the development project and
shifted to the sale of converter boxes.





General and Administrative
Expenses.Our general and
administrative expenses for the three months ended September 30, 2009 were
$38,377, as compared to $108,027 for the same period in 2008, a decrease of
64%.  This decrease is mainly because of the discontinuation of our
development project.





Loss from
Operations.  Our losses from operations for the three months
ended September 30, 2009, amounted to $41,629, as compared to $150,539 for the
same period in 2008, a decrease of 73%. This decrease is mainly because of the
discontinuance of our research and development projects.





Interest Expense. We incurred
interest expense amounting to $251 for the three months ended September 30, 2009
in connection with the promissory notes. For the same period in 2008, the
Company paid interest totaling $4,496 for the line of credit.


14





Results
of Operations--Nine month period ended September 30, 2009 as compared to nine
month period ended September 30, 2008





Revenue. During the nine
month period ended September 30, 2009, we had revenues of $159,194 as compared
to revenues of $108,165 during the same period in 2008, an increase of 31%. This
increase is mainly because we did not have any revenues for the first 4 months
of 2008 as we were still engaged in our development project and had not
commenced selling ATSC digital converter box.





Operating Expenses. Our
operating expenses for the nine months ended September 30, 2009 were $325,462,
as compared to $730,530 for the same period in 2008, a decrease of 55%. The
decrease is mainly attributable to the discontinuance of our research and
development activities.





Selling and Marketing
Expenses.  Our selling and marketing expenses for the nine
months ended September 30, 2009 were $34,299, as compared to $68,420 for the
same period of 2008, a decrease of 50%. This decrease is primarily because of
our declining selling activities of converter boxes.





Research and Development
Expenses.We
did not incur research and development expenses during the nine months ended
September 30, 2009.  The Company decided to discontinue the
development project and shifted to the sale of converter
boxes.





General and Administrative
Expenses.Our general and
administrative expenses for the nine months ended September 30, 2009 were
$291,163, as compared to $465,723 for the same period in 2008, a decrease of
37%.  This decrease is mainly because of the discontinuation of our
development project.





Loss from
Operations.  Our losses from operations in the nine months
period ended September 30, 2009, amounted to $324,724, as compared to our losses
from operations of $700,960 for the same period of 2008, a decrease of 54%. This
decrease is mainly because of the discontinuance of our research and development
projects.





Interest Expenses. We
incurred interest expenses amounting to $4,683 for the nine months ended
September 30, 2009 in connection with the promissory notes and line of credit
and $3,757 of such expenses for the same period in 2008.





Other Expenses. For the nine
months ended September 30, 2009, we recorded other expenses $3,455 in connection
with the disposal of equipment. We did not have such expenses for the same
period in 2008.




Liquidity
and Capital Resources





For the
nine-month period ended September 30, 2009, we generated $209,404 from operating
activities, as compared to $924,940 that we used in operating activities for the
nine-month period ended September 30, 2008.  This increase is primarily due to increase
in sales and decrease in operating expenses for the first nine months of 2009
and maturity of a $300,000 certificate of deposit in February 2009.





For the
nine-month period ended September 30, 2009, we used $244,240 in financing
activities, primarily in connection with paying off a line of credit, as
compared to $916,790 that we
generated in financing activities during the nine-month period ended
September 30, 2008, mainly in connection with the proceeds received from the
issuance of common stock and obtaining of line of credit.





For the
nine-month period ended September 30, 2009, $8,431 was provided from investing
activities from the disposal of test equipment, as compared to $79,844 that we
used in investing activities to purchase computer hardware and software for our
development project for the nine-month period ended September 30,
2008.





As of
September 30, 2009, we had cash of $1,527.  Our total current assets
were $11,134 and our total current liabilities were $239,698, which resulted in
negative net working capital of $228,564.





To
provide sufficient funding for our business plan, we will need to raise
approximately $3 million to $4 million of additional capital during fiscal year
of 2009.  We expect to achieve this financing goal through public or
private equity offerings. We may raise the capital in more than one transaction
according to the economy and market conditions.  However, we have
encountered unexpected difficulties with implementation of our previous business
plans, and there can be no assurance that unexpected difficulties can be avoided
when we carry on our future business plans.  This fact alone could
compromise our chances of raising sufficient funds in the foreseeable future. If
we are able to raise the funds, the terms and conditions may be highly dilutive
to our existing stockholders.





As part
of our plan to augment our financial resources and consider attractive business
opportunities, we and our principal stockholders have entered into discussions
with an unaffiliated third party with respect to a potential merger transaction
which could result in change of control/ownership and new management. However,
there can be no assurance that a merger or other significant transaction will be
consummated with the third party or, if consummated, that the Company or its
stockholders would realize any benefits from it.


15





Contractual
Obligations





As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.





Going
Concern





The
financial statements included with this report have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of the Company as a going concern. Due to our lack of cash, we are unable pay
all of the costs associated with our operations. Management intends to use
borrowings and sales of securities to mitigate the effects of our cash position;
however, no assurance can be given that debt or equity financing, if and when
required, will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities that might be necessary should we be unable to
continue existence.





ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





ITEM
4.                  CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures:





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.





The
Company's management does not expect that their disclosure controls or their
internal controls over financial reporting will prevent all error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or
mistake.





Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost- effective control
system, misstatements due to error or fraud may occur and may not be
detected.





As of
September 30, 2009, we carried out an evaluation, under the supervision and with
the participation of our management, including our principal executive officer
and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures were effective.





Changes
in Internal Controls





There
have been no changes in our internal controls or in other factors that could
significantly affect these controls and procedures during the quarter ended
September 30, 2009.


16




PART
II   -   OTHER INFORMATION





ITEM
1. LEGAL
PROCEEDINGS





The
following discussion discusses all known or anticipated material legal
proceedings commenced by or against us.  Occasionally we may be named
as a party in claims and legal proceedings arising out of the normal course of
our business. These claims and legal proceedings may relate to contractual
rights and obligations, employment matters, or to other matters relating to our
business and operations.





Other
than the matter discussed below, we are not aware of any material pending legal
proceedings involving us.





Shen v. Gridlink Technologies,
Inc.(Superior Court of
California, County of Los Angeles,Case No. B0394915).
Manling Shen, a former employee of the Company, filed suit against the Company
in the Superior Court of California, County of Los Angeles, alleging the Company
of breach of the employment contract and failure to provide her with the
severance payment upon the termination of his employment pursuant to the
employment contract.





Liu v. Gridlink Technologies,
Inc. (Superior Court of California, County of Los Angeles, Case No.
B0397482).  Joshua Liu, a former employee of the Company, filed suit
against the Company in the Superior Court of California, County of Los Angeles,
alleging the Company of breach of the employment contract and failure to provide
him with the severance payment upon the termination of his employment pursuant
to the employment contract.





Although
neither of the above two cases have been decided so far, the Company’s outside
legal counsel suggested that the Company could pay a total of approximately
$100,000 to settle with Manling Shen and Josuha Liu.





Grillink Technologies, Inc. a
Delaware corporation, Cross-Complainant, vs Jay Wang, an individual
(Superior Court of California, County of Los Angeles, Case No. BC394915 c/w BC
397482). In connection with the suits filed by Manling Shen and Joshua Liu
against the Company, the Company filed a cross-complaint against the Company’s
former CEO—Jay Wang, in the Superior Court of California, County of Los Angeles,
alleging Jay Wang of breach of fiduciary duty, fraud, and negligence, and
requesting for indemnification. This case has not been decided yet.





Jay Wang, an individual, Cross
complainant, v Gridlink Technologies, Inc. (Superior Court of California,
County of Los Angeles, Case No. BC394915 c/w BC397482). In connection with the
above-mentioned suits, in June 2009, the Company’s former CEO—Jay Wang filed
cross-complaint against the Company for accounting, declaratory relief, and
indemnification, alleging the Company of wrongful termination in violation of
public policy, violation of California Labor Code 1102.5, breach of contract to
terminate for cause, breach of fiduciary duty, breach of duty of loyalty, breach
of contract, and breach of the covenant of good faith and fair dealing. This
case has not been decided yet.





The final
status conference was held on October 23, 2009 and the court granted continuance
to extend trial date to April 5, 2010.




ITEM
IA.                RISK
FACTORS





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.


17





ITEM
2. UNREGISTERED
SALE OF EQUITY SECURITIES AND USE OF PROCEEDS





On
September 18, 2009, the Company issued 888,889 shares of common stock for total
consideration of $20,000 for general operation of the Company under the
exemption from registration afforded the Company under Section 4(2) of the
Securities Act of 1933, as amended.





ITEM
3. DEFAULTS
UPON SENIOR SECURITIES





None





ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





ITEM
5. OTHER
INFORMATION





None





ITEM
6. EXHIBITS








EXHIBIT
INDEX








ExhibitNumber
            
            Description2.1
            
            Agreement
      and Plan of Merger (1)3.1
            
            Certificate
      of Incorporation (2)3.2
            
            Certificate
      of Merger (3)3.3
            
            Bylaws
      (2)31.1
            
            Section
      302 Certification by the Corporation’s Chief Executive
      Officer *31.2
            
            Section
      302 Certification by the Corporation’s Chief Financial Officer
      *32.1
            
            Section
      906 Certification by the Corporation's Chief Executive Officer
      *32.2
            
            Section
      906 Certification by the Corporation's  Chief Financial Officer
      *





* Filed
herewith.





(1)           Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed on March 19,
2009.





(2)           Incorporated
by reference from the Registrant’s registration statement on Form 10-12G filed
on March 28, 2008.





(3)           Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed on March 26,
2009.


18





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
thereunto duly authorized.








November
      19, 2009
            MAXSYS
      HOLDINGS, INC.By: /s/ William ElderWilliam
      ElderChief
      Executive OfficerBy: /s/ Cheng-Yu WangCheng-Yu
      WangChief
      Financial Officer








19