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, 2005 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.)
 ---------------------------------- --------------------------------------------

                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 [X] No [_]

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 16,  2005  there were  39,720,189  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.....................................................12

Item 3. Controls and Procedures...............................................18

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.....................................................19

Item 2. Changes in Securities.................................................19

Item 3. Defaults Upon Senior Securities.......................................19

Item 4. Submission of Matters to a Vote of Security Holders...................19

Item 5. Other Information.....................................................19

Item 6. Exhibits and Reports on Form 8-K......................................20

SIGNATURES....................................................................20







                                                                               2
<PAGE>


                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.










                                                                               3
<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2005 AND DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                  March 31,    December 31,
                                                                       2005            2004
 <S>                                                            <C>                <C>
                                                                       $               $

                                          ASSETS
       CURRENT ASSETS

           Cash and cash equivalents ............................   671,371          17,163
Accounts receivable .............................................    47,793          67,618
Prepaid expenses and deposits ...................................    31,086          32,137
       Inventory ................................................     1,202              --
                                                                  ---------        --------

                                                                    751,452         116,918

       PROPERTY, PLANT AND EQUIPMENT ............................   198,615         214,062

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






                                                                    950,068         330,981
                                                                  =========        ========
</TABLE>


        See condensed notes to interim consolidated financial statements.







                                                                               4
<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2005 AND DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                  March 31,        December 31,
                                                                       2005                2004
<S>                                                             <C>              <C>
                                                                      $                  $
                                     LIABILITIES
CURRENT LIABILITIES

     Accounts payable and accrued liabilities                     1,283,686             958,189
     Current portion of long-term debt                                   --              26,345
     Promissory note payable                                        458,552             415,740
     Convertible term notes (note 4)                                 42,190                  --
                                                               ------------        ------------
                                                                  1,784,428           1,400,274

       LOAN FROM A SHAREHOLDER                                      375,468             377,743
                                                               ------------        ------------

                                                                  2,159,896           1,778,017
                                                               ------------        ------------


                            STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK                                                        38,105              38,105

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

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

ADDITIONAL PAID - IN CAPITAL                                     10,386,045           9,111,045

ACCUMULATED OTHER COMPREHENSIVE LOSS                               (296,383)           (201,433)

DEFICIT                                                         (11,337,595)        (10,394,753)
                                                               ------------        ------------

                                                                 (1,209,828)         (1,447,036)
                                                               ------------        ------------

                                                                    950,068             330,981
                                                               ============        ============
</TABLE>

        See condensed notes to interim consolidated financial statements.








                                                                               5
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATION
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                     2005             2004
<S>                                                          <C>             <C>
                                                                     $               $

REVENUE                                                             4,077          335,818

Cost and goods sold                                                 1,599          313,370
                                                             ------------     ------------

GROSS PROFIT                                                        2,478           22,448
                                                             ------------     ------------


OPERATING EXPENSES

  General and administration                                      559,546          460,466
  Interest                                                         38,147              438
  Management salaries                                             100,000           50,000
  Amortization                                                     14,750           15,428
                                                             ------------     ------------

TOTAL OPERATING EXPENSES                                          712,443          526,332
                                                             ------------     ------------


OPERATING LOSS                                                   (709,965)        (503,884)

    Interest income and research and development tax refund            18          147,158
    Beneficial Conversion Cost expensed (note 4)                  (16,834)              --
    Discount on warrants expensed (note 4)                        (25,356)              --
    Convertible term notes issue expense                         (190,705)              --
                                                             ------------     ------------

NET LOSS                                                         (942,842)        (356,726)
                                                             ============     ============

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

Weighted average shares outstanding                            38,105,189       37,660,189
                                                             ============     ============
</TABLE>



        See condensed notes to interim consolidated financial statements.





                                                                               6
<PAGE>



PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                         2005              2004
<S>                                                               <C>                <C>
                                                                         $                 $
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                                         (942,842)         (356,726)
    Items not requiring an outlay of cash:
         Amortization                                                  14,750            15,428
         Beneficial conversion cost expensed (note 4)                  16,834                --
         Discount on warrants expensed (note 4)                        25,356                --
         Management salaries contributed                                   --            50,000
         Decrease (Increase) in accounts receivable                    16,320          (138,667)
         Decrease in prepaid expenses and deposits                         --            33,120
         Increase in accounts payable and accrued liabilities         233,033           307,402
         Increase in inventory                                         (1,185)         (105,785)
                                                                  -----------       -----------

NET CASH USED IN OPERATING ACTIVITES                                 (637,734)         (195,228)
                                                                  -----------       -----------


CASH FLOWS FROM FINANCING ACTIVITIES

    Repayment of long-term debt                                       (25,808)           (3,794)
    Proceeds from promissory note payable                              44,779           250,000
    Proceeds from loan from a shareholder                                  --            76,885
    Gross Proceeds from issue of convertible term notes (note 4)    1,275,000                --
    Payment of share issue cost                                            --            (5,350)
                                                                  -----------       -----------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                     1,293,971           317,741
                                                                  -----------       -----------


CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property, plant and equipment                              --            (6,503)
                                                                  -----------       -----------

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                --            (6,503)
                                                                  -----------       -----------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES                       (2,029)           (4,097)
                                                                  -----------       -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS
    FOR THE YEAR                                                      654,208           111,913

    Cash and cash equivalents, beginning of period                     17,163           484,848
                                                                  -----------       -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                              671,371           596,761
                                                                  ===========       ===========
</TABLE>





       See condensed notes to interim consolidated financial statements.


                                                                               7
<PAGE>




PERFISANS HOLDINGS, INC.
1.1.1 INTERIM  CONSOLIDATED  STATEMENTS OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY
1.1.2 FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND FOR THE YEAR ENDED  DECEMBER
31, 2004 (AMOUNTS EXPRESSED IN US DOLLARS) (UNAUDITED)

<TABLE>
<CAPTION>
                                              Common
                                               stock   Common       Common   Additional                          Other  Accumulated
                                           number of    Stock        stock      paid-in  Comprehensive   comprehensive        other
                                              shares   amount   subscribed      capital        Deficit            loss         loss
                                         -----------  -------   ----------   ----------  --------------  --------------  ----------
                                                         $           $            $             $               $            $
                                          ---------- --------   ----------   ----------  -------------   -------------   ----------
<S>                                       <C>          <C>       <C>          <C>          <C>              <C>            <C>
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)
Foreign currency translation                    --       --           --           --             --           (94,950)     (94,950)
Beneficial conversion for notes (note 4)                                        508,730
Fair value of warrants issued (note 4)                                          766,270
Net loss for the period                         --       --           --           --         (942,842)       (942,842)        --
                                          ---------- --------   ----------   ----------  -------------   -------------   ----------

Balance as of March 31, 2005              38,105,189   38,105    3,250,000   10,386,045    (11,337,595)     (1,037,792)    (296,383)
                                         =========== ========   ==========   ==========  ==============  ==============  ==========
</TABLE>

       See condensed notes to interim consolidated financial statements.









                                                                               8

<PAGE>


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


                                                                               9
<PAGE>

   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.


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  Whalehaum  Capital Fund Limited  ("Whalehaum").
   Alpha,  Platinum,  Nite and  Whalehaum  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  1/13th of the face
   amount of each note issued, in cash


                                                                              10
<PAGE>

   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.


   For the three months ended March 31, 2005 the beneficial  conversion cost and
   the  discount  on  warrants  have been  expensed in the amount of $16,834 and
   25,356 respectively.


   As of March 31,  2005,  the  Convertible  notes are  reflected in the Balance
   Sheet as under:

   Convertible debt                                       $1,275,000


   Less: Unamortized beneficial conversion cost            ($491,896)


   Less: Unamortized discount on warrants                  ($740,914)
                                                          ----------


    As per Balance Sheet                                     $42,190
                                                          ==========

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 March 31, 2005 is $NIL  (December  31, 2004
   Nil).


7. SUBSEQUENT EVENTS


   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 Whalehaum  Capital Fund Limited  ("Whalehaum") as
   explained in note 4 above.

   The  conversion  of  the  Notes  was  subject  to an  effective  Registration
   Statement.  On May 3,  2005,  the  Company  filed  a  registration  statement
   according to the Securities Purchase  Agreement,  dated as of March 21, 2005.
   On May 12, 2005, the registration  statement was declared  effective pursuant
   to Section 8(a) of the  Securities Act of 1933 by the Securities and Exchange
   Commission.



                                                                              11
<PAGE>

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.  We are
the  surviving  entity for legal  purposes  and the Ontario  Corporation  is the
surviving entity for accounting purposes.

Accordingly, the financial statements include the following:

    o   The  statements  of  operations  include  the  operations  of  Perfisans
        Networks Corporation for the periods presented.

    o   Pursuant to the  acquisition,  all capital  stock shares and amounts and
        per share data were retroactively restated.


                                                                              12
<PAGE>

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.

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


                                                                              13
<PAGE>

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 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 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.

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  concentrated 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.

Our sales costs are:

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

                                                                              14
<PAGE>

    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,  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  dollars.  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  executed  convertible  debenture  agreements of a total of $1.2 million 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.

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  to 26 in the next six  months.  The
addition will be in R&D, sales and marketing.

RESULTS OF OPERATION FOR PERFISANS HOLDINGS, INC.

Our  revenue  to date  came from the sale of ADSL  modems.  This  represented  a
business  opportunity  that arose  during the first  quarter.  The  Company  may
continue to explore such business  opportunities in the future. However the plan
of the  company  is to  develop  a  marketing  strategy  for its own  internally
developed  chips.  There is total  revenue of $4,077 with a profit of $2,478 for
the period.

Total operating cost increased for the three-month period ending March 31, 2005,
from  $526,332 to $712,443 or 35.4 % from the  corresponding  prior year period.
This  increase was primarily  due to the increase in  non-recurring  engineering
charges, management salaries and interest during the period.

General and Administration  fees also increased for the three month ending March
31, 2005, from $460,466 to $559,546 or 21.5% from the  corresponding  prior year
period,


                                                                              15
<PAGE>

primarily as a result of increase in operations activities.


LIQUIDITY AND CAPITAL RESOURCES

 For the  three  months  ended  March  31,  2005,  net  cash  used in  operating
activities amounted to $637,734,  as compared to $195,228 for the same period in
the prior year. The increase in cash  requirements  for operating  activities is
primarily  the result of  increase  in  overhead  expense,  expenses on issue 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 ("Platimum"), Nite Capital,
Ltd. ("Nite") and Whalehaum Capital Fund Limited ("Whalehaum"). Alpha, Platinum,
Nite and Whalehaum 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  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.

At March 31, 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.


                                                                              16
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS
NONE.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:
Contractual obligations as of March 31, 2005 are as follows:


2        PAYMENTS DUE BY END OF PERIOD
<TABLE>
<CAPTION>
----------------------------- ----------------- ---------------- --------------- ------------------
                                                  LESS THAN 1      AFTER 1-3
CONTRACTUAL OBLIGATIONS             TOTAL            YEAR            YEARS            3-5 YEARS
----------------------------- ----------------- ---------------- --------------- ------------------
<S>                                   <C>              <C>             <C>                 <C>
BUILDING LEASES                       $700,820         $131,404        $525,615            $43,800
----------------------------- ----------------- ---------------- --------------- ------------------
EQUIPMENT LEASES                            --               --              --                 --
----------------------------- ----------------- ---------------- --------------- ------------------
CONVERTIBLE TERM NOTE               $1,275,000         $784,616        $490,384                 --
----------------------------- ----------------- ---------------- --------------- ------------------
PROMISSORY NOTE                       $458,552         $458,552              --                 --
----------------------------- ----------------- ---------------- --------------- ------------------
     TOTAL                          $1,159,372         $589,956        $525,615            $43,800
----------------------------- ----------------- ---------------- --------------- ------------------
</TABLE>
OFF-BALANCE SHEET ARRANGEMENTS
None.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:

Contractual obligations as of March 31, 2005 are as follows:

                          PAYMENTS DUE BY END OF PERIOD
<TABLE>
<CAPTION>
Contractual Obligations            Total      Less Than 1 Year       After 1-3 Years            3-5 Years
<S>                           <C>                     <C>                   <C>                  <C>
Building Leases                 $758,598              $156,951              $313,903             $287,744
Equipment Leases                     ---                   ---                   ---                  ---
Long Term Debt                   $27,705               $15,853               $11,852                  ---
Short Term Debt                 $250,000              $250,000                   ---                  ---
-------------              -------------         -------------         -------------        -------------
Total                         $1,036,303              $422,804              $325,755             $287,744
</TABLE>
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

                                                                              17
<PAGE>

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.

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.





                                                                              18
<PAGE>


PART II OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None.

ITEM 2.   CHANGES IN 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,  Kaplowitz,  Wolf & Marcus, 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 Whalehaum Capital Fund Limited ("Whalehaum"). Alpha, Platinum,
Nite and Whalehaum 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.



                                                                              19
<PAGE>

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)     On  March 23, 2005, we  filed  a  Form 8-K pertaining  to  our  Secured
         Convertible Note Offering.

None.

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, 2005

By: /s/ To-Hon Lam
    ---------------
    To-Hon Lam
    Chief Executive Officer and
    Principal Accounting Officer









                                                                              20