SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-QSB


(Mark
      One)





x
              Quarterly
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act
                  of 1934
 
 For
                The Quarter Ended June 30, 2005 or





o
              Transition
                  report pursuant to Section 13 or 15(d) of the Securities ExchangeAct
                  of 1934
 
 For
                The Transition Period from
                _______to_______





Commission
      File No. 000-27773





PERFISANS
      HOLDINGS, INC.


(Exact
      name of registrant as specified in its charter)





MARYLAND
            
            91-1869317(State
                of Incorporation)
            
            (I.R.S.
                Employer Identification No.)





4118
      14TH
      AVE., UNIT #4, MARKHAM, ONTARIO L3R 0J6


(Address
      of principal executive offices)





Registrants'
      telephone number, including area code: (905) 943-9996





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 xNo
o





Indicate
      by check mark whether the Registrant is an accelerated filer as defined in
      Rule
      12b-2 of the Exchange Act. Yes oNo x





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:





As
      of
      August 8, 2005 there were 41,481,973 shares of common stock, par value
      $0.001 per share, outstanding.








PERFISANS
      HOLDINGS, INC.




PART
      I -
      FINANCIAL INFORMATION


Item
                1. Financial Statements
            1Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            10Item
                3. Controls and Procedures
            15PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            16Item
                2. Changes in Securities
            16Item
                3. Defaults Upon Senior Securities
            16Item
                4. Submission of Matters to a Vote of Security Holders
            16Item
                5. Other Information
            16Item
                6. Exhibits and Reports on Form 8-K
            16SIGNATURES
            17











SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS





Certain
      statements contained herein including, without limitation, those concerning
      (i)
      the strategy of Perfisans Holdings, Inc. ("Perfisans"), (ii) Perfisans'
      expansion plans and (iii) Perfisans' capital expenditures, contain
      forward-looking statements (within the meaning of Section 27A of the Securities
      Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act") concerning Perfisans'
      operations, economic performance and financial condition. Because such
      statements involve risks and uncertainties, actual results may differ materially
      from those expressed or implied by such forward-looking statements. Factors
      that
      could cause such differences include, but are not limited to, those discussed
      under the caption "Management's Discussion and Analysis of Financial Condition
      and Results of Operations." Perfisans undertakes no obligation to publicly
      release the result of any revisions to these forward-looking statements that
      may
      be made to reflect any future events or circumstances.











**PERFISANS
      HOLDINGS, INC.**


**INTERIM
      CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2005**


**(Amounts
      expressed in US Dollars)**


**(Unaudited)**




**TABLE
      OF CONTENTS**


Interim
                Consolidated Balance Sheets as of June 30, 2005 and December 31,
                2004
            1
                -
                2Interim
                Consolidated Statements of Operations for the three months ended
                June 30,
                2005 and 2004
            3Interim
                Consolidated Statements of Operations for the six months ended June
                30,
                2005 and 2004
            4Interim
                Consolidated Statements of Cash Flows for the six months ended June
                30,
                2005 and 2004
            5Interim
                Consolidated Statements of Changes in Stockholders’ (Deficiency) for the
                six months ended June 30, 2005 and for the year ended December 31,
                2004
            6Condensed
                Notes to Interim Consolidated Financial Statements
            7-9









PERFISANS
      HOLDINGS, INC.


Interim
      Consolidated Balance Sheets


As
      of June 30, 2005 and December 31, 2004


(Amounts
      expressed in US Dollars)


(Unaudited)


June30,
            
            December
                31,2005
            
            2004$
            
            $**ASSETS**CURRENT
                ASSETSCash
                and cash equivalents
            
            
            74,473
            
            
            17,163Accounts
                receivable
            
            
            55,464
            
            
            67,618Prepaid
                expenses and deposits
            
            
            33,501
            
            
            32,137163,438
            
            
            116,918PROPERTY,
                PLANT AND EQUIPMENT
            
            
            188,966
            
            
            214,062INTELLECTUAL
                PROPERTY
            
            
            1
            
            
            1352,405
            
            
            330,981


See
      condensed notes to interim  consolidated
      financial statements.







APPROVED
      ON BEHALF OF THE BOARD




___________________________Director




___________________________Director






-1-


PERFISANS
        HOLDINGS, INC.
 Interim
        Consolidated Balance Sheets
 As
        of June 30, 2005 and December 31, 2004
 (Amounts
        expressed in US Dollars)
 (Unaudited)


June
                30,
            
            December
                31,2005
            
            2004$
            
            $**LIABILITIES**CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            
            1,251,643
            
            
            958,189Current
                portion of long-term debt
            
            
            —
            
            
            26,345Promissory
                note payable
            
            
            490,013
            
            
            415,740Convertible
                term notes (note 4)
            
            
            239,211
            
            
            —1,980,867
            
            
            1,400,274LOAN
                FROM SHAREHOLDERS
            
            
            433,794
            
            
            377,7432,414,661
            
            
            1,778,017**STOCKHOLDERS’
                DEFICIENCY**CAPITAL
                STOCK
            
            
            38,586
            
            
            38,105COMMON
                STOCK SUBSCRIBED
            
            
            3,250,000
            
            
            3,250,000STOCK
                SUBSCRIPTIONS RECEIVABLE
            
            
            (3,250,000
            )
            
            (3,250,000
            )ADDITIONAL
                PAID - IN CAPITAL
            
            
            10,545,288
            
            
            9,111,045ACCUMULATED
                OTHER COMPREHENSIVE LOSS
            
            
            (184,485
            )
            
            (201,433
            )DEFICIT
            
            
            (12,461,645
            )
            
            (10,394,753
            )(2,062,256
            )
            
            (1,447,036
            )352,405
            
            
            330,981


See
      condensed notes to interim  consolidated
      financial statement







-2-


PERFISANS
        HOLDINGS, INC.
 Interim
        Consolidated Statements of Operations
 For
        the three months ended June 30, 2005 and 2004
 (Amounts
        expressed in US Dollars)
 (Unaudited)


2005
            
            2004$
            
            $REVENUE
            
            
            10,580
            
            
            696,504Cost
                and goods sold
            
            
            8,142
            
            
            643,591GROSS
                PROFIT
            
            
            2,438
            
            
            52,913OPERATING
                EXPENSESGeneral
                and administration
            
            
            621,490
            
            
            427,190Interest
            
            
            40,428
            
            
            342Management
                salaries
            
            
            100,000
            
            
            50,000Amortization
            
            
            15,071
            
            
            15,537TOTAL
                OPERATING EXPENSES
            
            
            776,989
            
            
            493,069OPERATING
                LOSS
            
            
            (774,551
            )
            
            (440,156
            )Interest
                income
            
            
            49
            
            
            22Beneficial
                Conversion Cost expensed (note 4)
            
            
            (139,261
            )
            
            —Discount
                on warrants expensed (note 4)
            
            
            (209,760
            )
            
            —NET
                LOSS BEFORE TAX
            
            
            (1,123,522
            )
            
            (440,134
            )Income
                tax
            
            
            527
            
            
            —NET
                LOSS
            
            
            (1,124,050
            )
            
            (440,134
            )Loss
                per share, basic and diluted
            
            
            (0.03
            )
            
            (0.01
            )Weighted
                average shares outstanding
            
            
            38,232,305
            
            
            37,660,189


See
      condensed notes to interim  consolidated
      financial statements.







-3-


PERFISANS
        HOLDINGS, INC.
 Interim
        Consolidated Statements of Operations
 For
        the six months ended June 30, 2005 and 2004
 (Amounts
        expressed in US Dollars)
 (Unaudited)


2005
            
            2004$
            
            $REVENUE
            
            
            14,657
            
            
            1,032,322Cost
                and goods sold
            
            
            9,741
            
            
            956,961GROSS
                PROFIT
            
            
            4,916
            
            
            75,361OPERATING
                EXPENSESGeneral
                and administration
            
            
            1,181,036
            
            
            887,656Interest
            
            
            78,575
            
            
            780Management
                salaries
            
            
            200,000
            
            
            100,000Amortization
            
            
            29,821
            
            
            30,965TOTAL
                OPERATING EXPENSES
            
            
            1,489,432
            
            
            1,019,401OPERATING
                LOSS
            
            
            (1,484,516
            )
            
            (944,040
            )Interest
                income and research and development tax refund
            
            
            67
            
            
            147,180Beneficial
                Conversion Cost expensed (note 4)
            
            
            (156,095
            )
            
            —Discount
                on warrants expensed (note 4)
            
            
            (235,116
            )
            
            —Convertible
                term notes issue expense
            
            
            (190,705
            )
            
            —NET
                LOSS BEFORE INCOME TAX
            
            
            (2,066,365
            )
            
            (796,860
            )Income
                tax
            
            
            527
            
            
            —NET
                LOSS
            
            
            (2,066,892
            )
            
            (796,860
            )Loss
                per share, basic and diluted
            
            
            (0.05
            )
            
            (0.02
            )Weighted
                average shares outstanding
            
            
            38,169,098
            
            
            37,660,189


See
      condensed notes to interim  consolidated
      financial statements.






-4-


PERFISANS
        HOLDINGS, INC.
 Interim
        Consolidated Statements of Cash Flows
 For
        the six months ended June 30, 2005 and 2004
 (Amounts
        expressed in US Dollars)
 (Unaudited)


2005
            
            2004$
            
            $CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            
            (2,066,892
            )
            
            (796,860
            )Items
                not requiring an outlay of cash:Amortization
            
            
            29,821
            
            
            30,965Beneficial
                conversion cost expensed (note 4)
            
            
            156,095
            
            
            —Discount
                on warrants expensed (note 4)
            
            
            235,116
            
            
            —Issue
                of shares in lieu of interest on term notes (note 4)
            
            
            847
            
            
            —Management
                salaries contributed
            
            
            —
            
            
            100,000Decrease
                (Increase) in accounts receivable
            
            
            7,991
            
            
            (156,798
            )Decrease
                in prepaid expenses and deposits
            
            
            (1,942
            )
            
            28,532Increase
                in accounts payable and accrued liabilities
            
            
            324,056
            
            
            208,760Increase
                in inventory
            
            
            —
            
            
            (224,994
            )NET
                CASH USED IN OPERATING ACTIVITES
            
            
            (1,314,908
            )
            
            (810,395
            )CASH
                FLOWS FROM FINANCING ACTIVITIESRepayment
                of long-term debt
            
            
            (25,635
            )
            
            (7,472
            )Proceeds
                from loan from a third party
            
            
            —-
            
            
            142,930Proceeds
                from promissory note payable
            
            
            81,554
            
            
            250,000Repayment
                of loan from a shareholder
            
            
            (30,000
            )
            
            —Proceeds
                from loan from a shareholder
            
            
            90,000
            
            
            75,704Gross
                Proceeds from issue of convertible term notes (note 4)
            
            
            1,275,000
            
            
            —Proceeds
                from exercise of stock options
            
            
            6,875
            
            
            —Payment
                of share issue cost
            
            
            —
            
            
            (5,000
            )NET
                CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            1,397,794
            
            
            456,162CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of property, plant and equipment
            
            
            (8,981
            )
            
            (15,703
            )NET
                CASH FLOWS USED IN INVESTING ACTIVITIES
            
            
            (8,981
            )
            
            (15,703
            )EFFECT
                OF FOREIGN CURRENCY EXCHANGE RATE CHANGES
            
            
            (16,595
            )
            
            (24,197
            )NET
                INCREASE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD
            
            
            57,310
            
            
            (394,133
            )Cash
                and cash equivalents, beginning of period
            
            
            17,163
            
            
            484,848CASH
                AND CASH EQUIVALENTS, END OF PERIOD
            
            
            74,473
            
            
            90,715


See
      condensed notes to interim  consolidated
      financial statements.










-5-


**PERFISANS
      HOLDINGS, INC.**


**Interim
      Consolidated Statements of Changes in Stockholders’
      Deficiency**


**For
      the six months ended June 30, 2005 and for the year ended December 31,
      2004**


**(Amounts
      expressed in US dollars)**


**(Unaudited)**


Common
            
            
            
            
            
            
            
            
            
            
            
            Accumulatedstock
            
            Common
            
            Common
            
            Additional
            
            
            
            Other
            
            othernumber
                of
            
            Stock
            
            stock
            
            paid-in
            
            
            
            Comprehensive
            
            comprehensiveshares
            
            amount
            
            subscribed
            
            capital
            
            Deficit
            
            loss
            
            loss$
            
            $
            
            $
            
            $
            
            $
            
            $Balance
                as of December 31, 2003
            
            
            37,670,189
            
            
            37,670
            
            
            --
            
            
            6,117,163
            
            
            (5,864,549
            )
            
            --
            
            
            (94,459
            )Issue
                of shares for cash
            
            
            375,000
            
            
            375
            
            
            --
            
            
            694,625
            
            
            --
            
            
            --
            
            
            --Issue
                of shares for services
            
            
            60,000
            
            
            60
            
            
            --
            
            
            119,940
            
            
            --
            
            
            --
            
            
            --Capital
                stock subscribed
            
            
            --
            
            
            --
            
            
            3,250,000
            
            
            --
            
            
            --
            
            
            --
            
            
            --Management
                salaries contributed
            
            
            --
            
            
            --
            
            
            --
            
            
            100,000
            
            
            --
            
            
            --
            
            
            --Stock-based
                compensation
            
            
            --
            
            
            --
            
            
            --
            
            
            2,079,317
            
            
            --
            
            
            --
            
            
            --Foreign
                currency translation
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (106,974
            )
            
            (106,974
            )Net
                loss for the year
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (4,530,204
            )
            
            (4,530,204
            )
            
            --Balance
                as of December 31, 2004
            
            
            38,105,189
            
            
            38,105
            
            
            3,250,000
            
            
            9,111,045
            
            
            (10,394,753
            )
            
            (4,637,178
            )
            
            (201,433
            )Exercise
                of stock options
            
            
            27,500
            
            
            28
            
            
            
            
            
            6,848Issue
                of shares on conversion of convertible notes
            
            
            450,370
            
            
            450
            
            
            
            
            
            151,550Issue
                of shares in lieu of interest on convertible notes
            
            
            2512
            
            
            3
            
            
            
            
            
            845Foreign
                currency translation
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            16,948
            
            
            16,948Beneficial
                conversion for notes (note 4)
            
            
            
            
            
            
            
            
            
            
            
            508,730Fair
                value of warrants issued (note 4)
            
            
            
            
            
            
            
            
            
            
            
            766,270Net
                loss for the period
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (2,066,892
            )
            
            (2,066,892
            )
            
            --Balance
                as of June 30, 2005
            
            
            38,585,571
            
            
            38,586
            
            
            3,250,000
            
            
            10,545,288
            
            
            (12,461,645
            )
            
            (2,049,944
            )
            
            (184,485
            )


See
      condensed notes to interim  consolidated
      financial statements.







-6-


PERFISANS
          HOLDINGS, INC.
 Condensed
          Notes to Interim Consolidated Financial Statements
 June
          30,
          2005
 (Amounts
          Expressed in US Dollars)
 (Unaudited)


1.
            BASIS
                OF PRESENTATION





The
      accompanying unaudited interim consolidated financial statements do not include
      all the information and footnotes required by generally accepted accounting
      principles in the United Stated of America for complete financial statements.
      In
      the opinion of management, all adjustments (consisting of all recurring
      accruals) considered necessary for fair presentation have been included.
      Operating results for the interim periods are not necessarily indicative of
      the
      results that may be expected for the year ended December 31, 2005. Interim
      consolidated financial statements should be read in conjunction with the
      company’s annual audited consolidated financial statements.




2.
              GOING
                  CONCERN AND NATURE OF
                  OPERATIONS




a)
            Going
                Concern





Certain
      principal conditions and events are prevalent which indicate that there could
      be
      substantial doubt about the Company’s ability to continue as a going concern for
      a reasonable period of time.




These
      include:


1)
                Recurring
                    operating losses


2)
              Stockholders
                  deficiency


3)
              Working
                  Capital deficiency





Management
      has initiated certain plans, which it believes will mitigate and alleviate
      these
      conditions and events including:


1)
                Expanding
                    its customer base


2)
              Exploring
                  alternative sources of financing as to be able to continue its
                  research
                  and development.


3)
              Implementation
                  of cost-cutting measures


4)
              Renegotiating
                  the terms of its payables




b)
            Nature
                of operations





Perfisans
      Holdings, Inc. (the ”Company”) is a technology development company. The
      principal activity of the Company is the design and development of integrated
      circuits for commercial purposes.





The
      Company was previously in the development stage and commenced earning revenue
      during the first quarter of 2004. Consequently, the Company has incurred losses
      since its incorporation. The Company has funded its operations to date mainly
      through the issuance of shares.





The
      Company has released one product to the market in 2004. The Company has also
      revised the product development plan based on the market and the current funding
      and resources situation. These products are focused on the network interface
      semiconductor integrated circuits.




Product
      1
      - Gigabit Network interface chip. The Company released this network interface
      chip in the second quarter of 2004.




Product
      2
      - Dual Channel Gigabit network interface chip. Management is marketing this
      product primarily to network card manufacturers who are marketing products
      geared toward the enterprise market. The Company plans to release this product
      in the third quarter of 2005.




Product
      3
      - iSCSI storage chip. This product will be targeted for high performance and
      cost sensitive market. Management plans to market this product primarily to
      network card manufacturers who are marketing products geared toward the
      enterprise market. The Company plans to release this product towards the end
      of
      the fourth quarter of 2005.





-7-


PERFISANS
            HOLDINGS, INC.
 Condensed
            Notes to Interim Consolidated Financial Statements
 June
            30,
            2005
 (Amounts
            Expressed in US Dollars)
 (Unaudited)


3.
            CONTINGENCIES





The
      Company has received a Job Creation Loan in the amount of $77,000. If job
      creation under the loan program does not materialize, the penalty will be a
      retroactive increase in the interest rate to prime plus 2.5% per annum from
      prime plus 0.25% per annum.




Management
      is unable to determine the likelihood of this penalty materializing. Any expense
      that may result from this penalty will be recognized in the period in which
      it
      becomes known.




The
      loan
      was repaid on March 29, 2005 and the company was not charged with an additional
      interest penalty at that time.




4.
            CONVERTIBLE
                TERM NOTES AND DETACHABLE STOCK WARRANTS




On
      March
      21, 2005, the Company entered into a Securities Purchase Agreement, dated as
      of
      March 21, 2005, by and among the Company and Alpha Capital (“Alpha”), Platinum
      Partners Value Arbitrage Fund LP (“Platimum”), Nite Capital, Ltd. (“Nite") and
      Whalehaven Capital Fund Limited ("Whalehaven"). Alpha, Platinum, Nite and
      Whalehaven are collectively referred to as the "Purchasers". The Company
      authorized the sale to the Purchasers of Convertible Term Notes (the "Notes")
      in
      the aggregate principal amount of $1,200,000, with an over allotment option
      of
      $240,000. The offering was made pursuant to Section 4(2) of the Securities
      Act
      of 1933, as amended. The Company received a total of $1,275,000 and retained
      the
      over allotment amount of $75,000. These Notes are convertible into common stock
      of the Company at a final price of $0.3375 per share. In connection with the
      offering, the Company issued an aggregate of 8,300,000 warrants to purchase
      common stock at prices ranging from $0.3375 to $2.00 per share. Of the warrants,
      1,777,778 are exercisable for a period of three years at $0.675 per share,
      3,500,000 are exercisable for a period of three years at $2.00 per share,
      1,777,778 are exercisable for a period of six months at $0.3375 per share, 888,888
      are exercisable for a period of six months at $0.675 per share and 355,556
      are
      exercisable for a period of three years at $0.54 per share. The proceeds of
      the
      offering will be used to fund acquisitions and for working capital.




The
      company has allocated the proceeds between the warrants and debenture without
      warrants based on their relative fair values. Paid in capital has be credited
      with the value of warrants in the amount of $766,270 and convertible term notes
      has been allocated an amount of $508,730. The value of the beneficial conversion
      feature calculated at $1,208,889 is restricted to the fair value of the
      convertible term notes of $508,730 as per EITF 98-5. In accordance with Para
      19
      of EITF 00-27, this beneficial conversion amount of $508,730 and discount on
      warrants of $766,270 will be accreted from the date of issuance to the stated
      redemption date of the convertible instrument.




Beginning
      on August 17, 2005 (and continuing on the same day of each successive month
      thereafter), the Company must repay 1/13 th of the
      face amount of each note issued, in cash or common stock, at the option of
      the
      Company (“Monthly Amount”). If the Company repays the monthly amount in cash,
      the holder has to be repaid an amount equal to 110% of the Monthly Amount due
      and owing. If the Monthly Amount is repaid in shares of common stock, the
      Company is required to issue a number of shares of its common stock determined
      by dividing (x) the Monthly Amount to be converted into shares of common stock
      by (y) an amount equal to a 25% discount to the volume weighted average price
      of
      its common stock for the ten (10) trading days immediately preceding the date
      the Monthly Amount is due.




-8-


PERFISANS
            HOLDINGS, INC.
 Condensed
            Notes to Interim Consolidated Financial Statements
 June
            30,
            2005
 (Amounts
            Expressed in US Dollars)
 (Unaudited)


During
      the three month period ended June 30, 2005 a total of $152,000 of the
      convertible term notes were converted into common stock by the note holders.
      The
      conversions were done at $0.3375 per common share which resulted in the issue
      of
      an additional 450,370 of common shares. An additional 2,512 common shares were
      also issued in lieu of accrued interest




For
      the
      six months ended June 30, 2005 the beneficial conversion cost and the discount
      on warrants have been expensed in the amount of $156,095 and $235,116,
      respectively.




As
      of
      June 30, 2005, the Convertible notes are reflected in the Balance Sheet as
      under:


Convertible
                debt
            
            $
            1,275,000Less:
                Converted into common shares
            
            
            ($
                152,000
            )Less:
                Unamortized beneficial conversion cost
            
            
            ($352,635
            )Less:
                Unamortized discount on warrants
            
            
            ($531,154
            )As
                per Balance Sheet
            
            $
            239,211


5.
            PROMISSORY
                NOTE PAYABLE





Promissory
      note in the amount of $458,552 bears interest at 3% per month, with principal
      and interest payable at December 31, 2004. The promissory note became due on
      December 31, 2004. The Company is currently negotiating a renewal agreement
      with
      the note holder. The new
      terms have not been finalized and agreed to by both sides.




6.
            RELATED
                PARTY TRANSACTION





Included
      in cost of sales are purchases of $Nil ($143,200 in 2004) from a shareholder
      of
      the Company. The balance payable to this related party with respect to these
      purchases as of June 30, 2005 is $NIL (December 31, 2004 Nil).






-9-


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




**FORWARD-LOOKING
      STATEMENTS**




The
      following discussion should be read in conjunction with our consolidated
      financial statements and related notes included elsewhere in this Prospectus.




This
      filing contains forward-looking statements. The words "anticipated," "believe,"
      "expect, "plan," "intend," "seek," "estimate," "project," "could," "may," and
      similar expressions are intended to identify forward-looking statements. These
      statements include, among others, information regarding future operations,
      future capital expenditures, and future net cash flow. Such statements reflect
      our management's current views with respect to future events and financial
      performance and involve risks and uncertainties, including, without limitation,
      general economic and business conditions, changes in foreign, political, social,
      and economic conditions, regulatory initiatives and compliance with governmental
      regulations, the ability to achieve further market penetration and additional
      customers, and various other matters, many of which are beyond our control.
      Should one or more of these risks or uncertainties occur, or should underlying
      assumptions prove to be incorrect, actual results may vary materially and
      adversely from those anticipated, believed, estimated or otherwise indicated.
      Consequently, all of the forward-looking statements made in this filing are
      qualified by these cautionary statements and there can be no assurance of the
      actual results or developments.




**OVERVIEW**




On
      December 19, 2003, Perfisans Holdings, Inc., a Maryland corporation formerly
      known as Griffin Industries, Inc., acquired 100% of the capital stock of
      Perfisans Networks Corporation, an Ontario corporation.




This
      transaction was accounted for as a reverse acquisition. We changed our name
      to
      Perfisans Holdings, Inc. in conjunction with the reverse acquisition.




Because
      we have not generated sufficient revenue to date, we have prepared our financial
      statements with the assumption that there is substantial doubt that we can
      continue as a going concern. Our ability to continue as a going concern is
      dependent on our ability to affect our Plan of Operations.




**PLAN
      OF OPERATIONS**




We
      were
      incorporated in Maryland on October 14, 1997, to be a venture capital vehicle
      for investors. As such, we were qualified as a business development company
      under the Investment Company Act of 1940 and voluntarily complied with the
      Securities and Exchange Commission's public reporting requirements. As a business
      development company, we were eligible to make investments in qualifying
      companies and would have earned returns, if any, upon the sale of those
      investments.




In
      the
      summer of 1998, we terminated our status as a business development company,
      and
      regulation under the Investment Company Act of 1940, due to our intention to
      acquire 100% of the assets or shares of heavy construction equipment companies.




Due
      to a
      downturn in the private and public capital markets in late 1998 and early 1999,
      and in particular in the valuations of heavy construction equipment companies,
      we abandoned the acquisition plan and after conducting extensive research,
      our
      board of directors decided to pursue a business plan that called for the
      acquisition of companies that provide services via the Internet.




Since
      2000, we have explored a variety of potential business opportunities and did
      not
      actively conduct significant operations while complying with SEC reporting
      requirements in order to maintain our status as a public company until a
      suitable acquisition candidate was found.




-10-


Consequently,
      after devoting years in various attempts to develop a profitable, ongoing
      business, and without realistic sources of additional financing in sight, our
      former management was receptive when approached by representatives of Perfisans
      Networks concerning a possible business combination. Subsequent discussions
      led
      to the execution of the Acquisition Agreement in December 2003.




As
      a
      consequence of the change in control of our company resulting from the
      transactions contemplated by the Acquisition Agreement, we have adopted a new
      plan of operations, as set forth immediately below.




The
      company through its wholly owned subsidiary Perfisans Networks Corporation,
      an
      Ontario corporation, is engaged in development of integrated circuits that
      will
      accelerate the network and storage devices protocol processing.





We
      have
      completed the design of a single port gigabit network interface controller
      and
      released the product to the market in second quarter of 2004. We successfully
      received blanket orders from DBL Technology Co. Ltd., in China and Kelytech
      Corporation in the US. The product is under evaluation by our other
      customers.





In
      reaction to the market and the current funding and resources situation, we
      revised the product development plan accordingly. The Company products are
      focused on the network interface semiconductor integrated circuits.





Product
      1
      - Gigabit Network interface chip. The Company released this network interface
      chip in the second quarter of 2004.





Product
      2
      - Dual Channel Gigabit network interface chip. Management is marketing this
      product primarily to network card manufacturers who are marketing products
      geared toward the enterprise market. The Company plans to release this product
      in the third quarter of 2005.





Product
      3
      - iSCSI storage chip. This product will be targeted for high performance and
      cost sensitive markets. Management plans to market this product primarily to
      network card manufacturers who are marketing products geared toward the
      enterprise market. The Company plans to release this product towards the end
      of
      the fourth quarter of 2005.





We
      have
      also started the development of dual port PCI-Express products and RDMA products
      according to the market requirement.





For
      the
      next twelve months, the engineering team will be concentrating on the support
      and further development of these chips. The engineering team will also work
      on
      the design aspect of future iSCSI products.




Along
      with Canada, Taiwan and China are key regions for us to penetrate to affect
      our
      plan of operations. Manufacturers Agents (known as "reps") and Distributors
      (known as "distis") will be contracted to market and sell Perfisans' chips.
      A
      disti buys, resells and maintains local inventories of the computer chips that
      Persifans will provide. The disti is responsible for the costs of selling to
      customers, accounts receivables, collections and the maintenance of local
      inventories, that otherwise would fall on Perfisans. A rep earns commissions
      on
      the sales of Perfisans' chips. A rep is a separate, arms length company that
      negates or minimizes the need for Perfisans to staff its own field sales force,
      thereby minimizing Perfisans' cost of sales. In some cases the rep and disti
      will be one and the same company capable of acting in either rep or disti mode
      according to the best local market needs. In rep mode, the rep earns commissions
      on sales of our chips. In disti mode, the disti buys and resells our chips
      and
      maintains local inventories. The current industry trend is for reps and distis
      to be combined in one company.






-11-


Our
      sales
      costs are:




o
            Travel
                costs by the sales people to the market areas at intervals dictated
                by
                sales activity and priorities,




o
            The
                commission that has to be paid for the reps which will be pegged
                at 10% to
                15% of the selling price, and




o
            The
                costs of locally based support staffs as determined by the needs
                of
                penetrating and maintaining specific strategic customers.




We
      have
      signed up distributors in Canada, the US and China. In addition, we have
      identified Taiwan and China as key regions and will continue to search for
      appropriate candidates for the distribution of our products in these two
      geographical areas. Our Marketing and Product Development teams have
      collaborated on the planning of our new product roadmap, and sales and business
      development activity will be synchronized with the product introduction plans.





Despite
      having limited revenue since inception, we believe that our management has
      developed a business plan that, if successfully implemented, could substantially
      improve the Company’s operational results and financial conditions. The adequacy
      of cash resources over the next twelve months is primarily dependent on its
      operating results and the ability to obtain proceeds from the sales of
      securities. The projected cash requirement for the next twelve months will
      be
      $10 million. We have an agreement with SBI and Westmoreland for a $4 million
      funding. Seven hundred and fifty thousand dollars has been received by the
      Company from SBI and Westmoreland. SBI and Westmoreland have signed promissory
      notes on the balance that has not yet been received. We have issued convertible
      debentures totalling $1.2 million on March 21, 2005. Details of this issuance
      can be obtained through the recent Form 8-K filing with the SEC. We will have
      to
      secure the anticipated requisite remainder of funding through other means,
      such
      as sales of additional securities or other financing initiatives.





For
      the
      next six months, we plan to spend approximately $250,000 in Computer Aided
      Design (CAD) tools. A total of $500,000 is allocated for non-recurring
      Engineering (NRE) Charges for development of the Semiconductor chips.




We
      plan
      to increase the total number of employees from 20 to 26 in the next six months.
      The addition will be in research and development, sales and marketing.




**RESULTS
      OF OPERATION FOR PERFISANS HOLDINGS, INC.**




Three
      Months Ending June 30, 2005


Revenues
      were recorded at $10,580 down from $696,504 for the 3 month period ending June
      30, 2004. The decrease in revenue was due to a non-recurring order of IP phones
      in 2004. Revenues for the second quarter 2005 came from the sale of ADSL modems.
      The Company may continue to explore one time sales opportunities such as IP
      phones or ADSL modems in the future. However, the Company plans to develop
      a
      marketing strategy for its own internally developed chips.





Gross
      Profit for the quarter was recorded at $2,438 (23%). Gross Profit on a
      percentage basis improved 15.4% as compared to the three months ending June
      30,
      2004, as ADSL modems have a higher gross margin than IP phones.





Total
      Operating Expenses increased from $493,069 to $776,989, or 57.6% increase from
      the corresponding prior year period. This increase was primarily due to the
      increase in General and administrative expenses, Management salaries, and
      Interest expense.





After
      expensing beneficial conversion cost of $139,261 (prior period: nil) and
      discount on warrants of $209,760 (prior period: nil), the net loss before income
      taxes went up to $1,123,522, as compared to $440,156 in the prior
      period.





The
      net
      loss before income tax increased by $683,388 as compared to the prior period.
      Loss per share, basic and diluted, was $(0.03) as compared to $(0.01) in the
      prior period.





Six
      Months Ending June 30, 2005


Revenue
      is recorded at $14,657 down from $1,032,322 for the corresponding prior year
      period. The decrease in revenue was due to a non-recurring order of IP phones
      in
      2004. Revenues for the first two quarters of 2005 came from the sale of ADSL
      modems. The Company may continue to explore one time sales opportunities such
      as
      IP phones or ADSL modems in the future. However, the Company plans to develop
      a
      marketing strategy for its own internally developed chips.






-12-


Gross
      Profit for the first six months was recorded at $4,916 (33.5%). Gross Profit
      on
      a percentage basis improved 26.2% as compared to the six months ending June
      30,
      2004, as ADSL modems have a higher gross margin than IP phones.





Total
      Operating Expenses increased from $1,019,401 to $1,489,432, or 46% from the
      corresponding prior year period. This increase was primarily due to the increase
      in General and administrative expenses, non-recurring engineering charges,
      Management salaries, and Interest expense.





Net
      Loss
      Before Income Tax is recorded at $2,066,365 up from $796,860 for the
      corresponding prior year period. In addition to the operating expenses as above,
      the Net Loss before Income Tax in 2005 was negatively affected by Convertible
      term notes issue expense of $190,705, discount on warrants expense of $235,116
      and beneficial conversion cost expense of $156,095. Further, there was no credit
      of research and development tax refund in this period as compared to a credit
      of
      $147,180 in the prior period.




**LIQUIDITY
      AND CAPITAL RESOURCES**




For
      the
      six months ended June 30, 2005, net cash used in operating activities amounted
      to $1,314,908 as compared to $810,395 for the same period in the prior year.
      The
      increase in cash requirements for operating activities is primarily the result
      of increases in overhead expense, expenses on the issuance of convertible notes
      and operating activities during the period.




On
      March
      21, 2005, the Company entered into a Securities Purchase Agreement, dated as
      of
      March 21, 2005, by and among the Company and Alpha Capital (“Alpha”), Platinum
      Partners Value Arbitrage Fund LP (“Platinum”), Nite Capital, Ltd. (“Nite") and
      Whalehaven Capital Fund Limited ("Whalehaven"). Alpha, Platinum, Nite and
      Whalehaven are collectively referred to as the "Purchasers". The Company
      authorized the sale to the Purchasers of Convertible Term Notes (the "Notes")
      in
      the aggregate principal amount of $1,200,000, with an over allotment option
      of
      $240,000. The offering was made pursuant to Section 4(2) of the Securities
      Act
      of 1933, as amended. The Company received a total of $1,275,000 and retained
      the
      over allotment amount of $75,000. These Notes are convertible into common stock
      of the Company at a final price of $0.3375 per share. In connection with the
      offering, the Company issued an aggregate of 8,300,000 warrants to purchase
      common stock at prices ranging from $0.3375 to $2.00 per share. Of the warrants,
      1,777,778 are exercisable for a period of three years at $0.675 per share,
      3,500,000 are exercisable for a period of three years at $2.00 per share,
      1,777,778 are exercisable for a period of six months at $0.3375 per share,
      888,888 are exercisable for a period of six months at $0.675 per share and
      355,556 are exercisable for a period of three years at $0.54 per share. The
      proceeds of the offering will be used to fund acquisitions and for working
      capital.




During
      the three month period ended June 30, 2005, a total of $152,000 of the
      convertible term notes were converted into common stock by the note holders.
      The
      conversions were done at $0.3375 per common share which resulted in the issue
      of
      an additional 450,370 of common shares. An additional 2,512 common shares were
      also issued in lieu of accrued interest.




The
      Company has allocated the proceeds between the warrants and debenture without
      warrants based on their relative fair values. Paid in capital has been credited
      with the value of warrants in the amount of $766,270 and convertible term notes
      is shown in the Balance Sheet at $508,730. The value of the beneficial
      conversion feature calculated at $1,208,889 is restricted to the fair value
      of
      the convertible term notes of $508,730 as per EITF 98-5. This amount of $508,730
      is credited to paid-in capital and charged to earnings as interest expense.
      The
      net proceeds of the financing will be utilized to meet general working capital.




We
      had
      issued promissory notes for $458,552
      at an interest of 3% per month with principal and interest payable at December
      31, 2004. The promissory note became due on December 31, 2004. The Company
      is
      currently negotiating a renewal agreement with the note holder. The new
      terms have not been finalized and agreed to by both sides.






-13-


At
      June
      30, 2005, we had no material commitments for capital expenditures other than
      for
      those expenditures incurred in the ordinary course of business. Additional
      capital could be required in excess of our liquidity, requiring us to raise
      additional capital through an equity offering or secured or unsecured debt
      financing. The availability of additional capital resources will depend on
      prevailing market conditions, interest rates, and our existing financial
      position and results of operations.




OFF-BALANCE
      SHEET ARRANGEMENTS


None.





**CONTRACTUAL
      OBLIGATIONS AND COMMERCIAL COMMITMENTS:**


Contractual
      obligations as of June 30, 2005 are as follows:




**PAYMENTS
      DUE BY END OF PERIOD**





**Contractual
                Obligations**
            
            **Total**
            
            **Less
                than 1 year**
            
            **After
                1-3 years**
            
            **3-5
                years****Building
                leases**
            
            $
            613,218
            
            $
            87,603
            
            $
            525,615
            
            
            --**Equipment
                leases**
            
            
            --
            
            
            --
            
            
            --
            
            
            --**Convertible
                Term Note**
            
            $
            1,123,000
            
            $
            632,616
            
            $
            490,384
            
            
            --**Promissory
                note**
            
            $
            490,013
            
            $
            490,013
            
            
            --
            
            
            --**Total**
            
            $
            2,226,231
            
            $
            1,210,232
            
            $
            1,015,999
            
            
            --





RECENT
      ACCOUNTING PRONOUNCEMENTS:





In
      January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable
      Interest Entities. This interpretation clarifies rules relating to consolidation
      where entities are controlled by means other than a majority voting interest
      and
      instances in which equity investors do not bear the residual economic risks.
      This interpretation is effective immediately for variable interest entities
      created after January 31, 2003 and for interim and annual periods beginning
      after December 15, 2003 for interests acquired prior to February 1, 2003. We
      currently have no ownership in variable interest entities and, therefore,
      adoption of this standard currently has no financial reporting


implications.





In
      April
      2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities. The statement amends and clarifies
      accounting and reporting for derivative instruments, including certain
      derivative instruments embedded in other contracts, and hedging activities.
      This
      statement is designed to improve financial reporting such that contracts with
      comparable characteristics are accounted for similarly. The statement, which
      is
      generally effective for contracts entered into or modified after June 30, 2003,
      is not anticipated to have a significant effect on our financial position or
      results of operations.





In
      May
      2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
      with Characteristics of Both Liabilities and Equity. This statement establishes
      standards for how an issuer classifies and measures certain financial
      instruments with characteristics of both liabilities and equity. This statement
      is effective for financial instruments entered into or modified after May 31,
      2003, and is otherwise effective at the beginning of the first interim period
      beginning after June 15, 2003. We currently have no such financial instruments
      outstanding or under consideration and therefore adoption of this standard
      currently has no financial reporting implications.






-14-


ITEM
      3  CONTROLS
      AND PROCEDURES





Based
      on
      an evaluation as of the date of the end of the period covered by this Form
      10-QSB, our Chief Executive Officer and Principal Accounting Officer conducted
      an evaluation of the effectiveness of the design and operation of our disclosure
      controls and procedures, as required by Exchange Act Rule 13a-15(e). Based
      on
      that evaluation, our Chief Executive Officer and Principal Accounting Officer
      concluded that our disclosure controls and procedures were effective to ensure
      that information required to be disclosed by us in the reports that we file
      or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified by the SEC's rules and forms.





Changes
      in Internal Controls





There
      have been no changes in our internal control over financial reporting that
      occurred during the period covered by this report that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.





Limitations
      on the Effectiveness of Controls





We
      believe that a control system, no matter how well designed and operated, can
      provide only reasonable assurance that the objectives of the control system
      are
      met, and no evaluation of controls can provide absolute assurance that all
      control issues and instances of fraud, if any, within a company have been
      detected.













-15-


PART
      II
      OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS





None.




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





On
      July
      1, 2004, we issued an aggregate of 2,060,000 shares of our common stock. We
      issued
      60,000 shares to Gersten Savage LLP, our corporate
      counsel, for services rendered and agreed to issue 1,000,000 such shares to
      each
      of SBI Brightline Consulting LLC and Westmoreland PFNC LLC for cash
      consideration aggregating $4,000,000. We have received $750,000 and promissory
      notes for the remaining $3,250,000, but the notes have not yet been paid;
      consequently, we will hold the certificates evidencing ownership of the
      2,000,000 shares until we have received payment in full. We believe the above
      issuances were exempt from registration pursuant to the exemption provided
      by
      Section 4(2) of the Securities Act.




On
      March
      21, 2005, the Company entered into a Securities Purchase Agreement, dated as
      of
      March 21, 2005, by and among the Company and Alpha Capital (“Alpha”), Platinum
      Partners Value Arbitrage Fund LP (“Platimum”), Nite Capital, Ltd. (“Nite") and
      Whalehaven Capital Fund Limited ("Whalehaven"). Alpha, Platinum, Nite and
      Whalehaven are collectively referred to as the "Purchasers". The Company
      authorized the sale to the Purchasers of Convertible Term Notes (the "Notes")
      in
      the aggregate principal amount of $1,200,000, with an over allotment option
      of
      $240,000. The offering was made pursuant to Section 4(2) of the Securities
      Act
      of 1933, as amended. The Company received a total of $1,275,000 and retained
      the
      over allotment amount of $75,000. These Notes are convertible into common stock
      of the Company at a final price of $0.3375 per share. In connection with the
      offering, the Company issued an aggregate of 8,300,000 warrants to purchase
      common stock at prices ranging from $0.3375 to $2.00 per share. Of the warrants,
      1,777,778 are exercisable for a period of three years at $0.675 per share,
      3,500,000 are exercisable for a period of three years at $2.00 per share,
      1,777,778 are exercisable for a period of six months at $0.3375 per share,
      888,888 are exercisable for a period of six months at $0.675 per share and
      355,556 are exercisable for a period of three years at $0.54 per share. The
      proceeds of the offering will be used to fund acquisitions and for working
      capital.




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 AND REPORTS ON FORM 8-K





(a)
            Exhibits





31
            Certification
                of Chief Executive Officer and Principal Accounting Officer, pursuant
                to
                Rule 13a - 14(a).*





32
              Certification
                  of Chief Executive Officer and Principal Accounting Officer, pursuant
                  to
                  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.*





*
            Filed
                herewith




(b)
            Reports
                on Form 8-K.





None.





-16-


SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) 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.




**PERFISANS
                HOLDINGS, INC.**Date: August
                15, 2005
              By:
              /s/ To-Hon
                LamTo-Hon
                  Lam
                Chief Executive Officer and
                Principal Accounting
                  Officer









-17-