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 March 31, 2006

 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 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.)
--------------------------------------------------------------------------------


             7828 KENNEDY ROAD, UNIT #201, MARKHAM, ONTARIO L3R 5P1
                    (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 [X] No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934) Yes __ No X

Indicate by check mark whether the Registrant is an accelerated filer as defined
in Rule 12b-2 of the Exchange Act. Yes | | No |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 May 19, 2006 there were 46,684,750  shares  of  common  stock,  par  value
$0.001 per share, outstanding.





<PAGE>

                            PERFISANS HOLDINGS, INC.


PART I - FINANCIAL INFORMATION


Item 1. Financial Statements............................................... 1

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations...................... 11

Item 3. Controls and Procedures............................................ 16


PART II - OTHER INFORMATION


Item 1. Legal Proceedings.................................................. 17

Item 2. Changes in Securities.............................................. 17

Item 3. Defaults Upon Senior Securities.................................... 17

Item 4. Submission of Matters to a Vote of Security Holders................ 17

Item 5. Other Information.................................................. 17

Item 6. Exhibits and Reports on Form 8-K................................... 17


SIGNATURES................................................................. 18



<PAGE>

                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2006

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)


<PAGE>

                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2006

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)



                                TABLE OF CONTENTS


Interim Consolidated Balance Sheets as of March 31, 2006
    and December 31, 2005                                                  1 - 2

Interim Consolidated Statements of Operations for the three months
    ended March 31, 2006 and 2005                                              3

Interim Consolidated Statements of Cash Flows for the three months ended
    March 31, 2006 and 2005                                                    4

Interim Consolidated Statements of Changes in Stockholders' (Deficiency)
    for the three months ended March 31, 2006 and for the year ended
    December 31, 2005                                                          5

Condensed Notes to Interim Consolidated Financial Statements              6 - 10


<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2006 AND DECEMBER 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                     March 31,      December 31,
                                                       2006            2005
                                                         $               $

                                     ASSETS
CURRENT ASSETS

    Cash and cash equivalents                           17,825        46,741
    Accounts receivable                                 24,212        81,111
    Prepaid expenses and deposits                        8,234         1,157
                                                     ---------     ---------
                                                        50,271       129,009


PROPERTY, PLANT AND EQUIPMENT                          127,167       137,289

    INTELLECTUAL PROPERTY                                    1             1
                                                     ---------     ---------


                                                       177,439       266,299
                                                     =========     =========



        See condensed notes to interim consolidated financial statements.


APPROVED ON BEHALF OF THE BOARD

                                     Director
-------------------------------------

                                     Director
-------------------------------------



                                                                               1


<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2006 AND DECEMBER 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 March 31,         December 31,
                                                                                   2006               2005
                                                                                     $                  $
<S>                                                                              <C>                 <C>
                                                         LIABILITIES
CURRENT LIABILITIES

    Accounts payable and accrued liabilities                                     1,929,865           1,791,814
    Promissory note payable (note 7)                                               631,727             595,063
    Convertible term notes (note 4)                                                592,072             551,304
    Loan from shareholders                                                         471,379             458,563
                                                                              ------------         -----------
                                                                                 3,625,043           3,396,744
                                                                              ------------         -----------



                                                  STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK                                                                       44,700              43,305

COMMON STOCK SUBSCRIBED                                                          3,250,000           3,250,000

STOCK SUBSCRIPTIONS RECEIVABLE                                                  (3,250,000)         (3,250,000)

ADDITIONAL PAID - IN CAPITAL                                                    11,685,558          11,376,095

ACCUMULATED OTHER COMPREHENSIVE LOSS                                              (325,175)           (332,189)

ACCUMULATED DEFICIT                                                            (14,852,687)        (14,217,656)
                                                                              ------------         -----------

                                                                                (3,447,604)         (3,130,445)
                                                                              ------------         -----------

                                                                                   177,439             266,299
                                                                              ============         ===========

</TABLE>


        See condensed notes to interim consolidated financial statements.


                                                                               2

<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                   2006             2005

                                                     $                $

REVENUE                                                 -            4,077

Cost and goods sold                                     -            1,599
                                             ------------      -----------


GROSS PROFIT                                            -            2,478
                                             ------------      -----------


OPERATING EXPENSES

  Stock-based compensation (Note 5)                53,320                -
  General and administration                      250,953          559,546
  Interest                                         47,863           38,147
  Management salaries                             100,000          100,000
  Amortization                                      9,647           14,750
                                             ------------      -----------


TOTAL OPERATING EXPENSES                          461,783          712,443
                                             ------------      -----------


OPERATING LOSS                                   (461,783)        (709,965)

  Interest income, research and
  development tax refund and other income              58               18
  Beneficial Conversion Cost expensed (note 4)    (69,150)         (16,834)
  Discount on warrants expensed (note 4)         (104,156)         (25,356)
  Convertible term notes issue expense                  -         (190,705)
                                             ------------      -----------

NET LOSS                                         (635,031)        (942,842)
                                             ============      ===========


Loss per share, basic and diluted                   (0.01)           (0.03)
                                             ============      ===========


Weighted average shares outstanding            43,440,272       38,105,189
                                             ============      ===========



        See condensed notes to interim consolidated financial statements.


                                                                               3

<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   2006                  2005

                                                                                     $                     $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                              <C>                   <C>
    Net loss                                                                     (635,031)             (942,842)
    Items not requiring an outlay of cash:
         Amortization                                                               9,647                14,750
         Beneficial conversion cost expensed (note 4)                              69,150                16,834
         Discount on warrants expensed (note 4)                                   104,156                25,356
         Stock-based compensation                                                  53,320                    --
         Issue of shares for professional services (note 6)                       125,000                    --
         Decrease in accounts receivable                                           56,899                16,320
         Increase in prepaid expenses and deposits                                 (7,077)                   --
         Increase in accounts payable and accrued liabilities                     138,051               233,033
         Increase in inventory                                                         --                (1,185)
                                                                              -----------            ----------

NET CASH USED IN OPERATING ACTIVITES                                              (85,885)             (637,734)
                                                                              -----------            ----------

CASH FLOWS FROM FINANCING ACTIVITIES

    Repayment of long-term debt                                                        --               (25,808)
    Proceeds from promissory note payable                                          36,664                44,779
    Proceeds from loan from shareholders                                           12,816                    --
    Gross Proceeds from issue of convertible term notes (note 4)                       --             1,275,000
                                                                              -----------            ----------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                    49,480             1,293,971
                                                                              -----------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property, plant and equipment                                           -                     -
                                                                               ----------            ----------

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                             -                     -
                                                                               ----------            ----------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES                                    7,489                (2,029)
                                                                               ----------            ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    FOR THE YEAR                                                                  (28,916)              654,208

    Cash and cash equivalents, beginning of period                                 46,741                17,163
                                                                               ----------            ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           17,825               671,371
                                                                               ==========            ==========
</TABLE>





       See condensed notes to interim consolidated financial statements.


                                                                               4

<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE
THREE MONTHS ENDED MARCH 31, 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS) (UNAUDITED)

<TABLE>
<CAPTION>
                              Common                                                                                    Accumulated
                               stock        Common        Common       Additional                         Other            other
                             number of       Stock        stock         paid-in                       Comprehensive    comprehensive
                              shares        amount     subscribed       capital         Deficit           Loss             loss
                           -------------------------------------------------------  ---------------   ----------------  ------------
                                               $             $              $              $                 $               $
                           -------------------------------------------------------  ---------------   ----------------  ------------
<S>                          <C>             <C>         <C>            <C>           <C>                <C>             <C>
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                         6,848

Issue of shares on
  conversion of
  convertible notes             450,370         450                       151,550

Issue of shares
  in lieu of interest on
  convertible notes               2,512           3                           845

Beneficial conversion
  for notes                                                               508,730

Fair value of
  warrants issued                                                         766,270

Issue of shares on
  conversion of
  convertible notes             873,261         873                       165,730

Issue of shares for
  professional services       2,700,000       2,700                       537,300

Issue of shares on
  conversion of
  convertible notes           1,097,015       1,096                       117,827

Issue of shares for
  professional services          50,000          50                         9,950

Foreign currency translation                                                                               (130,756)     (130,756)

Net loss for the year                                                                  (3,822,903)       (3,822,903)
                           -------------------------------------------------------  ---------------   ----------------  ------------

Balance at
  December 31, 2005          43,305,847      43,305      3,250,000     11,376,095     (14,217,656)       (3,953,659)     (332,189)
                                                                                                      ----------------
Issue of shares on
  conversion of
  convertible notes           1,344,793       1,345                       131,193

Issue of shares for
  professional services       1,000,000        1000                       124,000

Cancellation of shares
  issued for professional
  services                     (950,000)       (950)                          950

Stock-based compensation                                                   53,320

Foreign currency translation                                                                                  7,014         7,014

Net loss for the period                                                                  (635,031)         (635,031)

Balance at
  March 31, 2006             44,700,640      44,700      3,250,000     11,685,558     (14,852,687)         (628,017)     (325,175)
                           ==========================  -------------  ============  ===============   ================  ============
</TABLE>


        See condensed notes to interim consolidated financial statements.



                                                                               5

<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
(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  normal  recurring  accruals,  considered
          necessary  for  a  fair  presentation  have  been  included  in  these
          consolidated interim financial  statements.  Operating results for the
          interim periods are not necessarily indicative of the results that may
          be expected for the year ended December 31, 2006. 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

                    4)   Non renewal of intellectual property licenses

               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. The Company has
               funded its  operations  to date mainly  through  the  issuance of
               shares.


                                                                               6



<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


               The  Company  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. The
               chip is being  tested  by the  potential  customers  . A  network
               interface card (NIC) is also produced using this Gigabit  Network
               interface chip.

               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 2006.

               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 and storage server
               manufacturers  who  are  marketing  products  geared  toward  the
               enterprise  market.  The Company  plans to release  this  product
               towards the end of the first quarter of 2007.


          3.   CONTINGENCIES

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

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

               Management is unable to determine the  likelihood of this penalty
               materializing  as at March 31, 2006.  Any expense that may result
               from this  penalty will be  recognized  in the period in which it
               becomes known.

               On May 10, 2006,  the company  received an invoice of $47,681from
               Concord  Idea  for  the  fees  that  Concord  Idea  spent  on the
               termination of the lease.  The company is unaware of such fees as
               there was no agreement on acceptance  of this fee.  Management is
               now  negotiating  with  Concord  Idea and no  agreement  has been
               finalized and agreed to by both parties.


          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  ("Whalehauen").  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

                                                                               7

<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

               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 been  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 1/13th
               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.

               During the year ended  December  31,  2005 a total of $437,527 of
               the  convertible  term notes were  converted into common stock by
               the note  holders.  The  conversions  were done at varying  rates
               ranging from $0.090 to $0.3375 which  resulted in the issue of an
               additional 2,420,646 of common shares. An additional 2,512 common
               shares were also issued in lieu of accrued interest.

               During the three  month  period  ended  March 31, 2006 a total of
               $132,538 of the convertible term notes were converted into common
               stock.  The  conversions  were done at varied rates  ranging from
               $0.087 to $0.110 per common share which  resulted in the issue of
               an additional 1,344,793 of common shares.

               For  the  three  months  ended  March  31,  2006  the  beneficial
               conversion  cost and the discount on warrants  have been expensed
               in the amount of $69,150 and $104,156 respectively.



               As of March 31, 2006, the Convertible  notes are reflected in the
               Balance Sheet as under:

               Convertible debt                                      $1,275,000

               Less: Converted into common shares                     ($570,065)

               Less: Unamortized beneficial conversion cost            ($45,032)

               Less: Unamortized discount on warrants                  ($67,831)
                                                                   ------------

               As per Balance Sheet                                    $592,072
                                                                   ============


                                                                               8

<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


     5.   STOCK BASED COMPENSATION

          In December  2004,  the Financial  Accounting  Standards  Board (FASB)
          issued  Statement of Financial  Accounting  Standards No. 123 (Revised
          2004),  "Share-Based  Payment"  (SFAS 123 (R)).  SFAS 123 (R) requires
          companies  to  recognize   compensation  cost  for  employee  services
          received in exchange for an award of equity  instruments  based on the
          grant-date fair value of the award. The Company adopted the provisions
          of SFAS 123 (R) on January 1, 2006  using the  "modified  prospective"
          application  method of adoption  which  requires the Company to record
          compensation  cost related to unvested stock awards as of December 31,
          2005 by  recognizing  the  unamortized  grant date fair value of these
          awards  over the  remaining  service  periods of those  awards with no
          change in  historical  reported  earnings.  As a result of using  this
          method,  the  consolidated  financial  statements  for the year  ended
          December  31,  2005 were not  restated  for the impact of  stock-based
          compensation  expense.  Awards  granted  after  December  31, 2005 are
          valued at fair value in accordance with the provisions of SFAS 123 (R)
          and  recognized on a straight  line basis over the service  periods of
          each award.

          Had expense for the  Company's  stock- based  compensation  plans been
          determined  based on the  grant-date  fair value for 2005,  consistent
          with the  provisions  of SFAS  123 (R),  the  Company's  reported  and
          proforma  net loss and net loss per share for the three  months  ended
          March 31, 2005 would be as follows:

                                                              Three Months Ended
                                                              March 31, 2005
                                                              --------------

          Net Loss-as reported                                $     (942,842)
          Proforma stock-based compensation expense-as
          If grant date fair value had been applied to all
          Stock -based payment awards                         $            -
                                                              --------------
          Net loss-proforma for stock based
          compensation expense                                $     (942,842)
                                                              --------------
          Net loss per share-basic, as reported               $        (0.03)
          Net loss per share-basic, proforma for
          stock- based Compensation expense                   $        (0.03)


          As of March  31,  2006  there was  $693,161  of  unrecognized  expense
          related to non-vested stock-based  compensation  arrangements granted.
          The  financial  statements  for the three  months ended March 31, 2006
          recognize  compensation  cost for the  portion of  outstanding  awards
          which have vested  during the  period.  The  stock-based  compensation
          expense for the quarter ended March 31, 2006 was $ 53,320.

          No  options  were  granted  in the  first  quarter  of 2006  under the
          Company's stock-option plan.

     6.   ISSUE AND CANCELLATION OF SHARES

          During the three month period ended March 31, 2006, the company issued
          1,000,000 common shares to two consultants for  professional  services
          rendered.  Out of these, 500,000 shares were issued @ $0.10 per common
          share and balance 500,000 issued @ $0.15 per share.

          During the three  month  period  ended  March 31,  2006,  the  company
          cancelled  950,000 common


                                                                               9

<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


          shares issued to two consultants during the third quarter of 2005. The
          cancellation  of  these  shares  was due to early  termination  of the
          agreement.

     7.   PROMISSORY NOTE PAYABLE

          Promissory  note bears  interest at 3% per month,  with  principal and
          interest  payable at March 31, 2005.  Management  is  negotiating  the
          terms  with the  lender.  The new terms  have not been  finalized  and
          agreed to by both sides.


     8.   SUBSEQUENT EVENTS

          In April,  2006 a total of  $86,384.62 of the  convertible  term notes
          were converted into common stock. The conversions were done at average
          price of $0.197 (rounded) per common share which resulted in the issue
          of an additional 439,617 of common shares.


          On April 24, 2006, we have entered into a non binding Letter of Intent
          with Zhejiang  Figersense  Communication  Technology  Company  Limited
          ("Zhejiang  Figersense") to enter into a definitive agreement with the
          shareholders  of Perfisans  pursuant to which  Perfisans  will acquire
          from  Zhejiang   Figersense   shareholders  100%  of  the  issued  and
          outstanding  share capital of Zhejiang  Figersense in exchange for the
          issuance of Perfisans common shares in an amount to be determined.







                                                                              10



<PAGE>

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

FORWARD-LOOKING STATEMENTS

The following  discussion and analysis  should be read in  conjunction  with the
financial  statements and notes appearing  elsewhere in this Quarterly Report on
Form 10-QSB.

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.

We have not generated  sufficient  revenue to date,  which  indicates that there
could be  substantial  doubt about the Company's  ability to continue as a going
concern.

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.


                                                                              11
<PAGE>

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  ENA1001 and released the product to the market. The company has also
commenced meeting prospective customers with samples of this product.

We have also  completed  the design of a single port gigabit  network  interface
adapter card ENA5031 using our single port gigabit network interface  controller
ENA1001.  This adapter serves two purposes.  One is as the demonstration vehicle
for the ENA1001  controller.  We will also sell this single port gigabit network
interface adapter card ENA5031 to the computer system integrators.

In reaction  to the market and current  funding  and  resources  situation,  the
Company is in the process of re-structuring. Since our vendors and customers are
in Asia,  more  focus has been put on the China and Taiwan  operations.  In July
2005,  resources  were  reallocated  from the  Canadian  operation  to China and
Taiwan;  this move has  resulted in lower  operating  costs.  In responds to the
re-structuring,  the Company has moved to a smaller premises  beginning November
this year.

We have also  revised  the product  development  plan  accordingly.  The Company
products are focused on the network interface semiconductor integrated circuits.
The design of following  products  will be finished and released upon receipt of
additional funding:

Dual Channel  Gigabit network  interface chip - Management  plans to market this
product to network card  manufacturers who are marketing  products geared toward
the enterprise market. This product is planned to be released towards the end of
2006.

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 beginning of 2007.

The  development  of dual port  PCI-Express  products and RDMA products has been
temporary slowed down according to the funding situation.

For the next twelve months,  the engineering  team will be  concentrating on the
support and further  development  of the single port gigabit  network  interface
controller.

Along with  Canada,  Taiwan and China are key  regions  for us to  penetrate  to
implement  our plan of  operation.  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 the Company 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 local market needs.  In rep mode,  the rep


                                                                              12
<PAGE>

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.

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 $5 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.  The Company  believes that the  possibility of
getting  the  remaining  fund is low.  The  Company is planning to write off the
amount if funds are not received in the near future.

We have executed  convertible  debenture  agreements totaling $1.2 million as at
March 21, 2005.  Details of the agreement can be obtained  through the recent 8K
filing with 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.  We requried to re-pay each month the principle of these
convertible notes from August 17, 2005. The payments are done by issuing stocks.

We plan to  increase  the total  number of  employees  in Taiwan and China.  The
addition will be in engineering, sales and marketing.

On April 24,  2006,  we have  entered  into a non binding  Letter of Intent with
Zhejiang   Figersense   Communication   Technology  Company  Limited  ("Zhejiang
Figersense")  to enter into a  definitive  agreement  with the  shareholders  of
Perfisans  pursuant to which  Perfisans  will acquire from  Zhejiang  Figersense
shareholders  100% of the  issued and  outstanding  share  capital  of  Zhejiang
Figersense in exchange for the issuance of Perfisans  common shares in an amount
to be determined.

RESULTS OF OPERATION FOR PERFISANS HOLDINGS, INC.

We have reported no revenue  (prior year first quarter  $4,077) during the first
quarter.  We are  currently  working on marketing  our two products  ENA1001 and
ENA5031 to the potential customers.

Total operating  expenses  decreased for the three-month period ending March 31,
2006, from $712,443 to $461,783 or 35% from the corresponding prior year period.
This   decrease  was   primarily  due  to  the  reduction  in  the  general  and
administrative  expenses achieved due to the relocation of the operation to Asia
during the period.

General and Administration fees decreased for the three-month period ended March
31, 2006,  from  $559,546 to $250,953 or 55% from the  corresponding  prior year
period, primarily as a result of the decrease in operations.

                                                                              13
<PAGE>

Promissory  note in the amount of $631,727 bears interest at 3% per month,  with
principal and interest  payable at March 31, 2006.  Management is working on the
new terms. The new terms have not been finalized and agreed to by both sides.



LIQUIDITY AND CAPITAL RESOURCES

For the three months ended March 31, 2006, net cash used in operating activities
amounted  to $85,885,  as compared to $637,734  for the same period in the prior
year. The decrease in cash  requirements  for operating  activities is primarily
the result of decrease in operating and overhead expenses.

In March 2004, we borrowed $250,000 from an unaffiliated  lender. The loan bears
interest  at 2% per month and is payable on July 3, 2004 or upon our  receipt of
at least  $4,000,000  of  proceeds  from the sale of stock.  In  October  30, we
increased  the borrowed  amount from the same lender to $392,208  which bears an
interest at 3% per month.  Promissory note in the total amount of $631,727 bears
interest at 3% per month, with principal and interest payable at March 31, 2006.
Management  is working on the new terms.  The new terms have not been  finalized
and agreed to by both  sides.  We are now in the process of  extending  the loan
period. We intend to repay such loans out of proceeds from the sale of stock.

We currently have a balance of $363,421 to General Resources on such loans which
we intend to repay out of the proceeds of the sale of stock.

At March 31, 2006, 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 March 31, 2006 are as follows:


PAYMENTS DUE BY END OF PERIOD

--------------------------------------------------------------------------------
                                            LESS THAN      AFTER
CONTRACTUAL OBLIGATIONS       TOTAL          1 YEAR      1-3 YEARS     3-5 YEARS
--------------------------------------------------------------------------------
BUILDING LEASES              $107,085        $29,205      $77,880         --
--------------------------------------------------------------------------------
EQUIPMENT LEASES                   --             --           --         --
--------------------------------------------------------------------------------
CONVERTIBLE TERM NOTE        $704,935       $704,935           --         --
--------------------------------------------------------------------------------
PROMISSORY NOTE              $631,727       $631,727           --         --
--------------------------------------------------------------------------------
     TOTAL                 $1,443,747     $1,365,867      $77,880         --
--------------------------------------------------------------------------------


RECENT ACCOUNTING PRONOUNCEMENTS:

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standards No. 123 (Revised 2004), "Share-Based
Payment"  (SFAS  123  (R)).  SFAS  123  (R)  requires   companies  to  recognize
compensation  cost for  employee  services  received in exchange for an award of
equity  instruments based


                                                                              14
<PAGE>

on the grant-date fair value of the award. The Company adopted the provisions of
SFAS 123 (R) on  January 1, 2006 using the  "modified  prospective"  application
method of  adoption  which  requires  the  Company to record  compensation  cost
related to unvested  stock  awards as of December  31, 2005 by  recognizing  the
unamortized  grant date fair value of these  awards over the  remaining  service
periods of those awards with no change in  historical  reported  earnings.  As a
result of using this method, the consolidated  financial statements for the year
ended  December  31,  2005  were not  restated  for the  impact  of  stock-based
compensation expense.  Awards granted after December 31, 2005 are valued at fair
value in  accordance  with the  provisions  of SFAS 123 (R) and  recognized on a
straight line basis over the service periods of each award.

SFAS No. 149 - Amendment of statement 133 on derivative  instruments and hedging
activities.  This  statement  amends  and  clarifies  financial  accounting  and
reporting for derivative  instruments embedded in other contracts  (collectively
referred to as derivatives) and for hedging activities under FASB 133 accounting
for derivative instruments and hedging activities.

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.

SFAS No. 151 - "Inventory  Costs,  an Amendment of ARB No. 43,  Chapter 4." SFAS
No. 151 retains  the  general  principle  of ARB No. 43,  Chapter 4,  "Inventory
Pricing," that inventories are presumed to be stated at cost; however, it amends
ARB No.  43 to  clarify  that  abnormal  amounts  of idle  facilities,  freight,
handling  costs and spoilage  should be recognized as current  period  expenses.
Also,  SFAS No. 151 requires  fixed  overhead  costs be allocated to inventories
based on normal production  capacity.  The guidance in SAFS No. 151 is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.

SFAS 123  (Revised) - "Share Based  Payment,"  which will require the Company to
measure the cost of  employee  services  received  in  exchange  for an award of
equity  instruments  based on the grant-date fair value of the award.  That cost
will be  recognized  over the period  during  which an  employee  is required to
provide  service in exchange for the  award-the  requisite  service  period.  No
compensation  cost is recognized for equity  instruments  for which employees do
not render the requisite  service.  The grant-date  fair value of employee share
options and similar  instruments will be estimated using  option-pricing  models
adjusted  for the  unique  characteristics  of those  instruments.  SFAS No. 123
(Revised)  eliminates  the use of APB Opinion No. 25. SFAS No. 123  (Revised) is
effective  for the first  interim or annual  reporting  period that begins after
December  15,  2005.  Early  adoption  for  interim or annual  periods for which
financial statements or interim reports have not been issued is encouraged.

SFAS 152 - In December 2004, the FASB issued SFAS No. 152  "Accounting  for Real
Estate  Time-Sharing  Transactions - an amendment of FASB  Statements No. 66 and
67" ("SFAS 152").  This statement  amends FASB Statement No. 66 "Accounting  for
Sales of Real  Estate" to  reference  the  financial  accounting  and  reporting
guidance  for real estate  time-sharing  transactions  that is provided in AICPA
Statement   of  Position   04-2   "Accounting   for  Real  Estate   Time-Sharing
Transactions"  ("SOP  04-2").  SFAS  152  also  amends  FASB  Statement  No.  67
"Accounting for Costs and Initial Rental  Operations of Real Estate Projects" to
state that the guidance for  incidental  operations  and costs  incurred to sell
real estate  projects does not apply to real estate  time-sharing  transactions,
with the accounting for those operations and costs being subject to the guidance
in SOP 04-2. The provisions of SFAS 152 are effective in fiscal years  beginning
after June 15, 2005.

SFAS  153 - In  December  2004,  the FASB  issued  SFAS No.  153  "Exchanges  of
Non-monetary Assets - an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
replaces the  exception  from fair value  measurement  in APB Opinion No. 29 for
non-monetary  exchanges of similar  productive  assets with a general  exception
from fair value  measurement  for exchanges of  non-monetary  assets that do not
have commercial  substance.  A non-monetary exchange has commercial substance if
the future cash flows of the entity are  expected to change  significantly  as a
result of the exchange.  SFAS 153 is effective for all interim periods beginning
after June 15, 2005.

                                                                              15
<PAGE>


CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with accounting principles
generally  accepted  in the United  States  requires  us 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  revenues  and  expenses  during  the
reporting period. We regularly evaluate our estimates and assumptions based upon
historical experience and various other factors that we believe to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent from other  sources.  To the extent actual results differ from
those estimates, our future results of operations may be affected.
We  believe  the  following  critical   accounting   policies  affect  the  more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We maintain allowances for doubtful accounts for estimated losses resulting from
the  inability of our  customers to make  required  payments.  If the  financial
condition of our customers were to deteriorate, our actual losses may exceed our
estimates, and additional allowances would be required.

SOFTWARE DEVELOPMENT COSTS

Development  costs related to software  products are expensed as incurred  until
technological  feasibility  of the  product has been  established.  Based on our
product  development  process,  technological  feasibility is  established  upon
completion of a working model.  Costs  incurred by us between  completion of the
working  model and the point at which the product is ready for  general  release
have not been significant. Accordingly, no costs have been capitalized to date.


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.


                                                                              16
<PAGE>

                            PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

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.



                                                                              17
<PAGE>



                                   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.


May 19, 2006                                By: /s/ To-Hon Lam
                                                ---------------

                                            To-Hon Lam
                                            Chief Executive Officer and
                                            Principal Accounting Officer







                                                                              18