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, 2007

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


                      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 14, 2007 there were 85,401,400 shares of common stock, par value
$0.001 per share, outstanding.





<PAGE>


                            PERFISANS HOLDINGS, INC.

<TABLE>

<S>      <C>                                                                                       <C>
PART I - FINANCIAL INFORMATION

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

Item 2. Management's Discussion and Analysis or Plan of Operations.................................12

Item 3. Controls and Procedures....................................................................20


PART II - OTHER INFORMATION


Item 1. Legal Proceedings..........................................................................20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds................................20

Item 3. Defaults Upon Senior Securities............................................................21

Item 4. Submission of Matters to a Vote of Security Holders........................................21

Item 5. Other Information..........................................................................21

Item 6. Exhibits...................................................................................21


SIGNATURES.........................................................................................22

</TABLE>


<PAGE>


                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2007

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)









<PAGE>

                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2007

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)



                                TABLE OF CONTENTS

<TABLE>

<S>                                                                           <C>
Interim Consolidated Balance Sheets as of March 31, 2007
    and December 31, 2006                                                     1 - 2

Interim Consolidated Statements of Operations for the three months
    ended March 31, 2007 and 2006                                                 3

Interim Consolidated Statements of Cash Flows for the three months ended
    March 31, 2007 and 2006                                                       4

Interim Consolidated Statements of Changes in Stockholders' Deficiency
    for the three months ended March 31, 2007 and for the year ended
    December 31, 2006                                                             5

Condensed Notes to Interim Consolidated Financial Statements                 6 - 11

</TABLE>

<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2007 AND DECEMBER 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                       March 31,    December 31,
                                                            2007            2006
                                                       ---------    ------------
                                                        $                $

                              ASSETS
CURRENT ASSETS

    Cash and cash equivalents                            121,449          21,556
    Prepaid expenses and deposits                            918               -
    Inventory                                             34,019               -
                                                         -------         -------
                                                         156,386          21,556

PROPERTY, PLANT AND EQUIPMENT                              8,170           8,708
INTELLECTUAL PROPERTY                                          1               1
                                                         -------         -------


                                                         164,557          30,265
                                                         =======         =======



        See condensed notes to interim consolidated financial statements.




                                                                               1
<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2007 AND DECEMBER 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


                                                       March 31,    December 31,
                                                            2007            2006

                                                      $             $
                                   LIABILITIES
CURRENT LIABILITIES

     Accounts payable and accrued liabilities          2,486,108      2,765,664
     Promissory note payable (note 7)                    859,767        807,619
     Convertible term notes (note 4)                     190,235        186,631
     Loan from shareholders                              625,938        598,256
                                                     -----------    -----------

                                                       4,162,048      4,358,170
                                                     -----------    -----------

                        STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK                                             83,856         58,166

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

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

ADDITIONAL PAID - IN CAPITAL                          14,388,159     13,112,355

ACCUMULATED OTHER COMPREHENSIVE LOSS                    (333,211)      (321,756)

ACCUMULATED DEFICIT                                  (18,136,295)   (17,176,670)
                                                     -----------    -----------

                                                      (3,997,491)    (4,327,905)
                                                     -----------    -----------

                                                         164,557         30,265
                                                      ===========    ===========


        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, 2007 AND MARCH 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                         2007             2006

                                                   $              $

REVENUE                                                 22,717              -

Cost and goods sold                                     22,271              -
                                                   -----------    -----------

GROSS PROFIT                                               446              -
                                                   -----------    -----------

OPERATING EXPENSES

  Stock-based compensation (Note 5)                     53,320         53,320
  General and administration                           450,456        250,953
  Interest                                              54,387         47,863
  Management salaries (note 8)                         398,545        100,000
  Amortization                                             585          9,647
                                                   -----------    -----------

TOTAL OPERATING EXPENSES                               957,293        461,783
                                                   -----------    -----------

OPERATING LOSS                                        (956,847)      (461,783)

    Interest income and other income                         -             58
    Beneficial Conversion Cost expensed (note 4)        (2,212)       (69,150)
    Discount on warrants expensed (note 4)                (566)      (104,156)
                                                   -----------    -----------

NET LOSS                                              (959,625)      (635,031)
                                                   ===========    ===========

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

Weighted average shares outstanding                 71,012,071     43,440,272
                                                   ===========    ===========



        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, 2007 AND MARCH 31, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


<TABLE>
<CAPTION>

                                                                     2007        2006

                                                                   $          $
<S>                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                                       (959,625)   (635,031)
    Items not requiring an outlay of cash:
         Amortization                                                   585       9,647
         Beneficial conversion cost expensed (note 4)                 2,212      69,150
         Discount on warrants expensed (note 4)                         566     104,156
         Stock-based compensation                                    53,320      53,320
         Interest accrued on loans                                   54,387           -
         Issue of shares for professional services (note 6)         405,000     125,000
         Issue of shares in lieu of bonus to directors              300,000           -
         Increase in prepaid expenses and deposits                     (918)     (7,077)
         Increase in accounts payable & accrued liabilities*        124,444     138,051
         Increase in inventory                                      (34,019)          -
         Decrease in accounts receivables                                 -      56,899
                                                                   --------    --------
NET CASH USED IN OPERATING ACTIVITES                                (54,048)    (85,885)
                                                                   --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds of promissory note payable                                   -      36,664
    Proceeds from loan from shareholders                             15,500      12,816
    Gross Proceeds from issue of convertible term notes (note 4)    150,000           -
                                                                   --------    --------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                     165,500      49,480
                                                                   --------    --------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES                    (11,559)      7,489
                                                                   --------    --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    FOR THE YEAR                                                     99,893     (28,916)

    Cash and cash equivalents, beginning of period                   21,556      46,741
                                                                   --------    --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            121,449      17,825
                                                                   ========    ========


</TABLE>

* Excludes non- cash settlement of liabilities by issue of common shares for
$394,000.



       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, 2007 AND FOR THE YEAR ENDED DECEMBER 31,
2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>

                                                             Common
                                                              stock    Common     Common     Additional                    Other
                                                            number of  Stock      stock        paid-in                 Comprehensive
                                                             shares    amount   subscribed     capital       Deficit       Loss
                                                          --------------------------------------------------------------------------
<S>                                                        <C>          <C>      <C>         <C>          <C>
                                                                          $          $           $            $              $
                                                          -----------  -------  ----------   ----------   -----------   ------------
Balance at December 31, 2005                               43,305,847   43,305   3,250,000   11,376,095   (14,217,656)
Issue of shares on conversion of convertible notes          8,461,354    8,461                  642,380
Issue of shares for professional services                   7,350,000    7,350                  879,650
Cancellation of shares issued for professional services      (950,000)    (950)                     950
Stock-based compensation                                                                        213,280
Foreign currency translation                                                                                                 10,433
Net loss for the year                                                                                      (2,959,014)   (2,959,014)
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31,2006                                58,167,201   58,166   3,250,000   13,112,355   (17,176,670)   (2,948,581)
                                                           ----------   ------   ---------   ----------   -----------   -----------
Issue of shares on conversion of convertible notes          2,184,739    2,185      84,200
Issue of shares in settlement of liabilities                9,405,000    9,405     384,595
Issue of shares to directors in lieu of bonus               6,000,000    6,000     294,000

Issue of shares for professional services                   8,100,000    8,100     396,900
------------------------------------------------------------------------------------------------------------------------------------
Beneficial conversion for notes                                                                  50,000
                                                                                                          -----------
Fair value of warrants issued                                                                    12,789
Stock-based compensation                                                                         53,320
Foreign currency translation                                                                                                (11,455)
Net loss for the period                                                                                      (959,625)     (959,625)
Balance at March 31, 2007                                  83,856,940   83,856   3,250,000   14,388,159   (18,136,295)     (971,080)
                                                           ==========   ======   =========   ==========   ===========   ===========

<CAPTION>

                                                           Accumulated
                                                              other
                                                          comprehensive
                                                               loss
                                                          -------------
<S>                                                       <C>
                                                                 $
                                                             --------
Balance at December 31, 2005                                 (332,189)
Issue of shares on conversion of convertible notes
Issue of shares for professional services
Cancellation of shares issued for professional services
Stock-based compensation
Foreign currency translation                                   10,433
Net loss for the year
---------------------------------------------------------------------
Balance at December 31,2006                                  (321,756)
                                                          -----------
Issue of shares on conversion of convertible notes
Issue of shares in settlement of liabilities
Issue of shares to directors in lieu of bonus

Issue of shares for professional services
---------------------------------------------------------------------
Beneficial conversion for notes

Fair value of warrants issued
Stock-based compensation
Foreign currency translation                                  (11,455)
Net loss for the period
Balance at March 31, 2007                                    (333,211)
                                                          ===========

</TABLE>


        See condensed notes to interim consolidated financial statements.


                                                                               5
<PAGE>


PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(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, 2007.  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
                  5) Adverse key financial ratios
                  6) Delay in conversion of convertible debt

                  The  continuation  of  the  company  as  a  going  concern  is
                  dependent upon its ability to raise  additional  financing and
                  ultimately attain and maintain  profitable  operations.  These
                  consolidated  financial  statements  include certain estimated
                  adjustments  relating to the recoverability and classification
                  of recorded  asset amounts and  classification  of liabilities
                  resulting  from the  substantial  doubt  about  the  Company's
                  ability to continue as a going concern


           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.

           The  Company  released  one  product  to the  market in 2004.  Due to
           funding restrictions, the Company has deferred the development of the
           Dual Channel Gigabit  network  interface chip and iSCSI storage chip.
           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 wired and  wireless  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


                                                                               6
<PAGE>


           interface  card (NIC) is also  produced  using this  Gigabit  Network
           interface chip.

           Product 2 - Single Chip Gigabit network  interface chip - The Company
           plans to market this  product to network card  manufacturers  who are
           marketing  products  geared  toward  the  enterprise  market.  Due to
           funding restrictions the release of this product has been delayed and
           depending upon funding  availability,  this product will be released,
           but not before the end of 2007.

           Product  3 -  Wireless  Network  Processor  - This  product  will  be
           targeted for high performance and cost sensitive markets. The Company
           plans  to  market  this  product   primarily   to  wireless   product
           manufacturers  who are marketing  products geared toward the consumer
           market Due to funding  restrictions  the release of this  product has
           been delayed and depending  upon funding  availability,  this product
           will be released, but not before the end of 2007.


        3. CONTINGENCIES


           On May 10,  2006,  the  company  received  an invoice of $47,681 from
           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 negotiating  with
           Concord Idea and no  agreement  has been  finalized  and agreed to by
           both parties.

           The Company has been served with a Notice  dated July 21, 2006 from a
           former  employee  and Investor of Griffin  Industries  (prior to name
           change to Perfisans  Holdings  Inc.) for specific  performance of the
           March 24, 1999  Rescission  Agreement.  The former employee is asking
           for replacement warrants equivalent in value to the price of stock on
           October 19, 1998  calculated at 150,000 shares priced at $3 per share
           for a total  consideration of $450,000.  The management is evaluating
           the  contents  of this claim and no expense  has been  accrued in the
           financial statements.


        4. CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS


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



                                                                               7
<PAGE>

           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 1,344,793
           of common shares.

           During the three month period ended June 30, 2006 a total of $172,769
           of the convertible  term notes were converted into common stock.  The
           conversions  were done at varied rates  ranging from $0.180 to $0.204
           per common  share  which  resulted  in the issue of 914,504 of common
           shares.

           During the three month  period  ended  September  30, 2006 a total of
           $172,769 of the  convertible  term notes were  converted  into common
           stock.  The conversions were done at varied rates ranging from $0.083
           to $0.133 per common  share which  resulted in the issue of 1,748,137
           of common shares.

           During the three  month  period  ended  December  31, 2006 a total of
           $172,765 of the  convertible  term notes were  converted  into common
           stock.  The conversions were done at varied rates ranging from $0.038
           to $0.040 per common  share which  resulted in the issue of 4,453,920
           of common shares.

           For the year ended December 31, 2006 the beneficial  conversion  cost
           and the  discount  on  warrants  have been  expensed in the amount of
           $114,182 and $171,986 respectively.

           During the three month period ended March 31, 2007 a total of $86,385
           of the convertible  term notes were converted into common stock.  The
           conversions  were  done at rate  of  $0.04  per  common  share  which
           resulted in the issue of 2,184,739 of common shares.

           As of March 31,  2007,  the  Convertible  notes are  reflected in the
           Balance Sheet as under:


                                                                               8
<PAGE>

           Convertible debt                                $1,275,000
           Less: Converted into common shares             ($1,174,754)
           Less: Unamortized beneficial conversion cost           nil
           Less: Unamortized discount on warrants                           nil
                                                          -----------     ------
            As per Balance Sheet                             $100,246
                                                          ===========


        b) On March 21, 2007,  the Company  entered  into a Securities  Purchase
           Agreement,  dated as of March 12, 2007,  by and among the Company and
           Alfred Morgan Capital Ltd ("AMC"). The Company authorized the sale to
           AMC  of  Convertible  Term  Notes  (the  "Notes")  in  the  aggregate
           principal  amount of  $150,000.  The  offering  was made  pursuant to
           Section 4(2) of the Securities  Act of 1933, as amended.  These Notes
           are convertible  into common stock of the Company at a final price of
           $0.10 per share or it will be equal to Seventy Five (75%)  percent of
           the five-day  average closing price for the five days preceding,  but
           not  including,   the  Closing  Date  whichever  is  the  lowest.  In
           connection  with the  offering,  the Company  issued an  aggregate of
           750,000  warrants  to  purchase  common  stock at price of $0.06  per
           share. These warrants are exercisable to March 14, 2009. The $150,000
           principal amount of Notes is part of a contemplated private placement
           of up to  $10,000,000.  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 $12,789 and convertible term notes has been allocated an amount of
           $137,211.  The value of the  beneficial  conversion  feature has been
           calculated at $50,000. In accordance with Para 19 of EITF 00-27, this
           beneficial  conversion  amount of $50,000 and discount on warrants of
           $12,789  will be  accreted  from the date of  issuance  to the stated
           redemption date of the convertible instrument.

           Beginning on September  12, 2007 (and  continuing  on the same day of
           each successive month  thereafter),  the Company must repay 1/24th 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 102% 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 20% 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.

           As of March 31,  2007,  the  Convertible  notes are  reflected in the
           Balance Sheet as under:

           Convertible debt                                            $150,000
           Less: Converted into common shares                  nil
           Less: Unamortized beneficial conversion cost    (47,788)
           Less: Unamortized discount on warrants                       (12,223)
                                                           -------       ------
            As per Balance Sheet                           $89,989

        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



                                                                               9
<PAGE>

           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.

           As of March 31,  2007  there was  $479,881  of  unrecognized  expense
           related to non-vested stock-based compensation  arrangements granted.
           The  financial  statements  for the three months ended March 31, 2007
           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, 2007 was $ 53,320.

           No  options  were  granted  in the first  quarter  of 2007  under the
           Company's stock-option plan.

        6. ISSUE AND CANCELLATION OF SHARES

                Year Ended December 31, 2006
                ----------------------------

                  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 1,344,793
           of common 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 the remaining 500,000 shares were
           issued @ $0.15 per share.

           During the three  month  period  ended  March 31,  2006,  the company
           cancelled 950,000 common shares issued to two consultants  during the
           third quarter of 2005.  The  cancellation  of these shares was due to
           early termination of the agreement.

           During the three month period ended June 30, 2006 a total of $172,769
           of the convertible  term notes were converted into common stock.  The
           conversions  were done at varied rates  ranging from $0.180 to $0.204
           per common  share  which  resulted  in the issue of 914,504 of common
           shares.


           During the three month  period  ended  September  30, 2006 a total of
           $172,769 of the  convertible  term notes were  converted  into common
           stock.  The conversions were done at varied rates ranging from $0.083
           to $0.133 per common  share which  resulted in the issue of 1,748,137
           of common shares.

           During the three month  period ended  September  30, 2006 the Company
           issued  2,000,000  common  shares to a  consultant  for  professional
           services.  These shares were issued  @$0.12 per share for services to
           be  provided  for the six month  period  commencing  July 1, 2006 and
           ending  December  31,  2006.  Out  of  the  total   compensation  for
           consulting  fee valued at  $240,000,  the company  expensed  $120,000
           during the quarter ended  September 30, 2006 and deferred the balance
           cost of $120,000 which was expensed in the last quarter of 2006.

           During the three  month  period  ended  December  31, 2006 a total of
           $172,765 of the  convertible  term notes were  converted  into common
           stock.  The conversions were done at varied rates ranging from $0.038
           to $0.040 per common  share which  resulted in the issue of 4,453,920
           of common shares.


           On October 6, 2006 the  Company  issued  4,350,000  common  shares to
           various  consultants  for  professional  services  valued  @$0.12 per
           share,  resulting in an expense of $522,000 as per the  resolution as
           of  August  23,   2006.   The   Company   expensed   to  general  and
           administration  for



                                                                              10
<PAGE>

           $282,000  during the three month period ended  September 30, 2006 and
           the balance of $240,000 was expensed in the last quarter of 2006.

           QUARTER ENDED MARCH 31, 2007

           On January 17, 2007 a total of $86,383 of the convertible  term notes
           were converted into common stock.  The conversions were done at $0.04
           per common  share which  resulted in the issue of 2,184,739 of common
           shares.

           The Company issued  7,625,000 common shares valued @ $0.04 per common
           share to five  consultants for consulting fees for services valued at
           $305,000  and  accrued  as  of  December  31,  2006.  Four  of  these
           consultants  whose  services were valued at $60,000  each,  were each
           issued 1,500,000 common shares and one consultant whose services were
           valued at $65,000 was issued 1,625,000 common shares.

           The  Company  issued  1,780,000  common  shares to  settle  legal fee
           accrual for $89,000 as of December 31,  2006.  The shares were valued
           at $0.04 per common share.

           The Company  authorized the issuance of 3,000,000 common shares each,
           to two  directors  as bonus.  These  shares  were valued at $0.05 per
           common share. The Company expensed $300,000 to management salaries in
           first quarter of 2007.

           The Company authorized the issuance of 8,100,000 common shares to six
           consultants  for  services.  These  shares  were  valued at $0.05 per
           common share. The Company expensed consulting expense of $405,000.

        7. PROMISSORY NOTE PAYABLE

           Promissory  note in the amount of $859,767  bears  interest at 3% per
           month,  with  principal  and  interest  payable at December 31, 2005.
           Management  and the note  holder  have agreed on a new term of 2% per
           month (previously 3% per month) with a monthly pay down of CAD $2,000
           starting from January 1, 2007.

        8. MANAGEMENT SALARIES

           Includes the cost of issuance of 3,000,000 common shares each, to two
           directors  as bonus.  These  shares  were  valued at $0.05 per common
           share. The Company expensed $300,000 to management  salaries in first
           quarter  of 2007  (in the  prior  period,  the  Company  accrued  and
           expensed $100,000))

        9. LETTER OF INTENT

           On April 24, 2006,  the Company  entered into a non binding Letter of
           Intent with  Zhejiang  Fibersense  Communication  Technology  Company
           Limited ("Zhejiang  Fibersense") to enter into a definitive agreement
           with the  shareholders of Perfisans  pursuant to which Perfisans will
           acquire from Zhejiang Fibersense  shareholders 100% of the issued and
           outstanding share capital of Zhejiang  Fibersense in exchange for the
           issuance of Perfisans  common  shares in an amount to be  determined.
           The Company is still waiting for Zhejiang  Fibersense to finish their
           audit process. No definitive  agreement as of yet has been concluded.
           After over one year of waiting for  Zhejiang  Fibersense  to complete
           the necessary actions prior to the merge, the Company has decided not
           to proceed with this opportunity.



                                                                              11
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN 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

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 on December 19, 2003.

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

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

PLAN OF OPERATIONS

We were  incorporated  in Maryland on October 14, 1997, to be a venture  capital
vehicle for  investors.  As such,  we were  qualified as a business  development
company under the Investment  Company Act of 1940, as amended,  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.

                                                                              12

<PAGE>

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 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 response to the
re-structuring, the Company moved to a smaller premises beginning November 2005.

We have also  revised  the product  development  plan  accordingly.  The Company
products  are  focused on the  network  and  consumer  semiconductor  integrated
circuits.

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

                                                                              13

<PAGE>

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 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 had executed  convertible  debenture  agreements  totaling $1.2 million as at
March 21, 2005.  Details of the agreement may be obtained in the Current  Report
on Form 8-K filed  with the SEC on March 23,  2005.  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 started to re-pay each
month the  principal  of these  convertible  notes  from  August 17,  2005.  The
payments are done by issuing shares of stock.

On March 21, 2007, we entered into a Securities  Purchase  Agreement dated as of
March 12, 2007,  by and among  Perfisans  Holdings,  Inc. (the  "Company"),  and
Alfred Morgan Capital Ltd ("AMC"),  whereby,  the Company authorized the sale to
AMC of a  Convertible  Term Note (the  "Notes") in the  principal  amount of One
Hundred Fifty Thousand ($150,000). The offering was made pursuant to

                                                                              14

<PAGE>

Section  4(2)  of  the  Securities  Act of  1933,  as  amended.  The  Notes  are
convertible  into  common  stock of the  Company as set forth in the  Securities
Purchase Agreement filed as Exhibit 10.1 to this report. In connection  with the
offering, the Company issued an aggregate of 750,000 warrants to purchase common
stock. The $150,000 principal amount of Notes is part of a contemplated  private
placement of up to  $10,000,000.  The  proceeds of the offering  will be used to
fund acquisitions and for working capital.

The conversion of the Notes are subject to an effective Registration  Statement.
The net  proceeds  of the  financing  are to be  utilized  for  general  working
capital.  We have hired  contractors and consultants  working for the company in
Taiwan and China as of to date. We plan to hire  additional  contractors  in the
area of  engineering,  sales and marketing.  We have appointed  three  corporate
advisors in San Jose,  California for corporate  development.  We have leased an
office space in San Jose,  California since January,  2007. We also plan to hire
some contractors in the area of business development and marketing.

As a moving forward plan, we are seeking for some merge and acquisition targets.
We also have strategic  planning of spinning off the Intellectual  Property (IP)
of the company into a IP licensing company.

We have explored business  opportunities in marketing and sales of products that
are not produced by us. We believe such  opportunities  can bring in revenue and
profit.  However the plan of the company is to develop a marketing  strategy for
its own internally developed chips.

On April 24,  2006,  we  entered  into a non binding  Letter of Intent with
Zhejiang   Fibersense   Communication   Technology  Company  Limited  ("Zhejiang
Fibersense")  to enter into a  definitive  agreement  with the  shareholders  of
Perfisans  pursuant to which  Perfisans  will acquire from  Zhejiang  Fibersense
shareholders  100% of the  issued and  outstanding  share  capital  of  Zhejiang
Fibersense in exchange for the issuance of Perfisans  common shares in an amount
to be  determined.  After over one year of waiting for  Zhejiang  Fibersense  to
complete the necessary  actions prior to the merge, the board has decided not to
proceed with this opportunity.  The board has authorized management to look for
other opportunities.  Currently, the Company is negotiating with another company
in Hong Kong and expects to have a plan in the next three months.

RESULTS OF OPERATION FOR PERFISANS HOLDINGS, INC.

We have reported revenues of $22,717 (Prior period $nil) during this quarter. We
are currently  working on marketing our two products  ENA1001 and ENA5031 to the
potential customers.

Total operating  expenses  increased for the three-month period ending March 31,
2007, from $461,783 to $957,293 from the corresponding  prior year period.  This
increase  was  primarily  due to the  increase in  management  compensation  and
consultant cost included in general and administrative expenses.

General and Administration fees increased for the three-month period ended March
31, 2007,  from  $250,953 to $450,456 or 79% from the  corresponding  prior year
period, primarily as a result of increase in consultant fees.

                                                                              15

<PAGE>

Promissory  note in the amount of $859,767 bears interest at 2% per month,  with
principal  and interest  payable at December 31, 2005.  Management  and the note
holder  have  agreed on a new term of 2% per month  (prior 3% per month)  with a
monthly pay down of CAD2,000 starting from January 1, 2007.

LIQUIDITY AND CAPITAL RESOURCES

For the three months ended March 31, 2007, net cash used in operating activities
amounted  to  $54,048,  as  compared to $85,885 for the same period in the prior
year.

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, 2004 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 $859,767 bears
interest at 3% per month,  with  principal and interest  payable at December 31,
2005.  Management  and the note holder have agreed on a new term of 2% per month
(prior 3% per month) with a monthly pay down of CAD2,000  starting  from January
1, 2007. We intend to repay such loans out of proceeds from the sale of stock.

At March 31, 2007, 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, 2007 are as follows:

PAYMENTS DUE BY END OF PERIOD

------------------------- -------------------------------------------
                                           LESS
CONTRACTUAL                               THAN 1    AFTER 1-     3-5
OBLIGATIONS                  TOTAL         YEAR     3 YEARS     YEARS
------------------------- -------------------------------------------
BUILDING LEASES              $68,005      $29,145    $38,860      $0
------------------------- -------------------------------------------
EQUIPMENT LEASES                  --           --         --      --
------------------------- -------------------------------------------
CONVERTIBLE TERM NOTE       $190,235     $190,235         --      --
------------------------- -------------------------------------------
PROMISSORY NOTE             $859,767     $859,767         --      --
------------------------- -------------------------------------------
TOTAL                     $1,118,007   $1,079,147    $38,860      $0
------------------------- -------------------------------------------

                                                                              16

<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS:

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections",  which replaces APB Opinion No. 20, "Accounting Changes", and SFAS
No. 3,  "Reporting  Accounting  Changes in  Interim  Financial  Statements  - An
Amendment  of APB  Opinion  No.  28".  SFAS No.  154  provides  guidance  on the
accounting  for and  reporting  of changes in  accounting  principles  and error
corrections.  SFAS No. 154 requires  retrospective  application  to prior period
financial  statements of voluntary changes in accounting  principles and changes
required by new accounting standards when the standard does not include specific
transition  provisions,  unless it is  impracticable to do so. SFAS No. 154 also
requires  certain  disclosures for  restatements  due to correction of an error.
SFAS No. 154 is effective for accounting  changes and corrections of errors made
in fiscal  years  beginning  after  December  15,  2005,  and are required to be
adopted by the Company as of January 1, 2006.  The impact  that the  adoption of
SFAS No. 154 will have on the  Company's  results of  operations  and  financial
condition will depend on the nature of future accounting  changes adopted by the
Company and the nature of transitional  guidance  provided in future  accounting
pronouncements.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments - an amendment of FASB  Statements No. 133 and 140". This
Statement  permits  fair  value  of  re-measurement  for  any  hybrid  financial
instrument  that contains an embedded  derivative  that otherwise  would require
bifurcation;  clarifies which interest-only strips and principal-only strips are
not subject to the  requirements  of SFAS No. 133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities";  establishes  a  requirement  to evaluate
interests  in  securitized  financial  assets  to  identify  interests  that are
freestanding  derivatives or that are hybrid financial  instruments that contain
an embedded derivative requiring  bifurcation;  clarifies that concentrations of
credit  risk in the form of  subordination  are not  embedded  derivatives;  and
amended  SFAS No. 140,  "Accounting  for  Transfers  and  Servicing of Financial
Assets and  Extinguishments  of Liabilities",  to eliminate the prohibition on a
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  SFAS No. 155 is effective for all financial  instruments  acquired,
issued,  or subject to a  re-measurement  (new basis) event  occurring after the
beginning of an entity's first fiscal year that begins after September 15, 2006.
The Company is currently  reviewing  the effect,  if any, the proposed  guidance
will have on its financial position and operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets",  which amends SFAS No. 140,  "Accounting  for  Transfers and
Servicing  of  Financial  Assets  and  Extinguishments  of  Liabilities".  In  a
significant change to current guidance, SFAS No. 156 permits an entity to choose
either  of the  following  subsequent  measurement  methods  for  each  class of
separately   recognized   servicing  assets  and  servicing   liabilities:   (1)
Amortization  Method  or (2) Fair  Value  Measurement  Method.  SFAS No.  156 is
effective as of the beginning of an entity's first fiscal year that begins after
September 15, 2006. The Company is currently  reviewing the effect,  if any, the
proposed guidance will have on its financial position and operations.

In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" ("FIN 48"). FIN 48 clarifies the accounting for  uncertainty in
income taxes  recognized in an enterprises'  financial  statements in accordance
with  SFAS  No.  109,  "Accounting  for  Income  Taxes".  FIN  48  prescribes  a
recognition  threshold and measurement  attributable for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48

                                                                              17

<PAGE>

also provides guidance on derecognizing, classification, interest and penalties,
accounting in interim periods,  disclosures and transitions. FIN 48 is effective
for fiscal years  beginning  after  December 15, 2006.  The Company is currently
reviewing  the effect,  if any, FIN 48 will have on its  financial  position and
operations.

In September  2006, the FASB issued SFAS No. 157, "Fair Value  Measures"  ("SFAS
No.  157").  SFAS No. 157  defines  fair  value,  establishes  a  framework  for
measuring  fair value in  generally  accepted  accounting  principles  ("GAAP"),
expands  disclosures  about fair value  measurements,  and  applies  under other
accounting  pronouncements that require or permit fair value measurements.  SFAS
No. 157 does not  require  any new fair  value  measurements,  however  the FASB
anticipates that for some entities,  the application of SFAS No. 157 will change
current practice.  SFAS No. 157 is effective for financial statements issued for
fiscal years beginning  after November 15, 2007,  which for the Company would be
its fiscal year beginning January 1, 2008. The implementation of SFAS No. 157 is
not expected to have a material  impact on the  Company's  results of operations
and financial condition.

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  158,   "Employers'   Accounting  for  Defined  Benefit  Pension  and  Other
Postretirement  Plans - an  amendment  of FASB  Statements  No. 87, 88, 106, and
132(R)".  This  statement  requires  employers to recognize  the  overfunded  or
underfunded  status of a  defined  benefit  postretirement  plan  (other  than a
multiemployer  plan) as an asset or  liability  in its  statement  of  financial
position and to recognize changes in that funded status in the year in which the
changes occur through  comprehensive  income of a business  entity or changes in
unrestricted  net assets of a not-for-profit  organization.  This statement also
requires an  employer  to measure the funded  status of a plan as of the date of
its year-end  statement  of financial  position,  with limited  exceptions.  The
provisions  of SFAS No. 158 are effective  for  employers  with publicly  traded
equity  securities  as of the end of the fiscal year ending  after  December 15,
2006. The adoption of this  statement is not expected to have a material  effect
on the Company's future reported financial position or results of operations.

In September 2006, the Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin No. 108 (Topic 1N),  "Quantifying  Misstatements in Current
Year Financial Statements" ("SAB No. 108"). SAB No. 108 addresses how the effect
of prior year  uncorrected  misstatements  should be considered when quantifying
misstatements  in current year  financial  statements.  SAB No. 108 requires SEC
registrants  (i) to  quantify  misstatements  using a  combined  approach  which
considers  both the  balance  sheet and  income  statement  approaches;  (ii) to
evaluate  whether  either  approach  results  in  quantifying  an error  that is
material in light of relevant quantitative and qualitative factors; and (iii) to
adjust their  financial  statements  if the new combined  approach  results in a
conclusion  that an error is material.  SAB No. 108  addresses  the mechanics of
correcting  misstatements  that include  effects from prior years.  It indicates
that the current year  correction of a material  error that includes  prior year
effects may result in the need to correct prior year financial  statements  even
if the  misstatement  in the prior year or years is considered  immaterial.  Any
prior  year  financial  statements  found to be  materially  misstated  in years
subsequent to the issuance of SAB No. 108 would be restated in  accordance  with
SFAS No. 154,  "Accounting Changes and Error Corrections."  Because the combined
approach  represents  a change  in  practice,  the SEC  staff  will not  require
registrants  that followed an  acceptable  approach in the past to restate prior
years' historical financial statements. Rather, these registrants can report the
cumulative  effect of adopting the new approach as an  adjustment to the current
year's beginning balance of retained earnings. If the new

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<PAGE>

approach  is  adopted  in a  quarter  other  than the first  quarter,  financial
statements for prior interim  periods within the year of adoption may need to be
restated.  SAB No. 108 is effective  for fiscal years ending after  November 15,
2006, which for the Company would be its fiscal year beginning  January 1, 2007.
The  implementation  of SAB No. 108 is not expected to have a material impact on
the Company's results of operations and financial condition.

In February  2007,  the FASB  issued SFAS No. 159 ("SFAS  159") - the fair value
option for financial assets and liabilities  including in amendment of SFAS 115.
This Statement permits entities to choose to measure many financial  instruments
and certain  other items at fair value.  The  objective is to improve  financial
reporting by providing  entities with the opportunity to mitigate  volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting  provisions.  This Statement is
expected to expand the use of fair value  measurement  objectives for accounting
for financial instruments. This Statement is effective as of the beginning of an
entity's  first  fiscal year that begins  after  November 15, 2007,  and interim
periods  within  those  fiscal  years.  Early  adoption is  permitted  as of the
beginning of a fiscal year that begins on or before November 15, 2007,  provided
the entity also elects to apply the  provisions of FASB  Statement No. 157, Fair
value measurements.  The Company is currently  evaluating the impact of SFAS No.
159 on its consolidated financial statement.

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.

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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Principal Accounting Officer has evaluated as of
the last day of the period  covered by this  report,  the  effectiveness  of the
design and operation of our  disclosure  controls and  procedures (as defined in
Rule 15d-15 under the  Securities  Exchange Act of 1934).  This  evaluation  was
carried out under the supervision and with the  participation of our management,
including our principal  executive  officer and  principal  accounting  officer.
Based on this  evaluation,  this  officer  has  concluded  that the  design  and
operation of our disclosure controls and procedures are effective.

There were no changes in the Company's internal control over financial reporting
(as defined in Rule 13a-15 under the  Securities Act of 1934) during the quarter
ended March 31, 2007 that has materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.

                            PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
None.

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

On March 15, 2007, the Company issued a senior secured convertible  debenture in
the principal  amount of $150,000 to Alfred Morgan  Capital Ltd. The interest on
the debenture is seven percent (7%) per annum and matures on March 15, 2009. The
fixed  conversion  price is $0.10  per  share.  Beginning  on the six  (6)-month
anniversary of the closing of the  debenture,  and continuing on the same day of
each  successive  month  thereafter,  the  Company  must  prepay  1/24th  of the
aggregate face amount of the debenture (the "Monthly Amount"),  plus all accrued
interest  thereon,  either in cash or in Common Stock,  at the Company's  option
(each, a "REPAYMENT  DATE"). If the Monthly Amount (or a portion thereof of such
Monthly  Amount if such portion of the Monthly  Amount would have been converted
into shares of Common  Stock) is  required to be paid in cash,  then the Company
shall pay Alfred  Morgan  Capital an amount equal to 102% of the Monthly  Amount
due and owing to Alfred  Morgan  Capital on the  Repayment  Date in cash. If the
Monthly  Amount (or a portion of such  Monthly  Amount if not all of the Monthly
Amount may be  converted  into shares of Common  Stock) may be paid in shares of
Common Stock the number of such shares to be issued by the Alfred Morgan Capital
to the Alfred Morgan  Capital on such Repayment Date (in respect of such portion
of the  Monthly  Amount  converted  into shares of Common  Stock),  shall be the
number determined by dividing (x) the Monthly Amount to be converted into shares
of Common Stock, by (y) an amount equal to a 20% discount to the volume weighted
average  price (the  "VWAP") of the  Company's  common stock for the ten trading
days  immediately  preceding (but not including) the applicable  Repayment Date.
The  Company may not elect to pay a Monthly  Amount due on a  Repayment  Date in
Common  Stock in amount of shares of  Common  Stock  which  would  exceed in the
aggregate for Alfred Morgan Capital similar to this Note,  fifteen percent (15%)
of the aggregate  daily trading  volume for the seven trading days preceding the
Repayment Date  multiplied by the average volume  weighted  average price of the
Common stock as reported by Bloomberg,  L.P. for the principal  market using the
AQR function ("VWAP") for the seven trading days preceding the "Repayment Date."
The right to repay the Note in shares of common stock on each Repayment Date is


                                                                              20

<PAGE>

subject to the condition that the registration statement registering such shares
must be  effective  and  available  for use by  Alfred  Morgan  Capital  on each
Repayment  Date and the Company  must give Alfred  Morgan  Capital ten (10) days
notice of its intent to utilize shares for the repayment. The Company may redeem
the debenture by prepaying fifty percent of the outstanding principal amount, by
paying 120% of the amount to be  redeemed.  Alfred  Morgan  Capital  may, at its
option,  convert  the note into  shares  of the  Company's  common  stock but is
required to convert the note into shares of the  Company's  common  stock if (i)
there is no  effective  registration  statement  covering  the  shares of common
stock;  (ii) if the  closing  price  of the  Common  Stock  exceeds  200% of the
conversion price,  then in effect,  for each of the twenty  consecutive  trading
days  immediately  preceding  the date that the mandatory  conversion  notice is
given by the Company;  and (iii) the average daily trading volume for the Common
Stock during such ten  consecutive  trading day period exceeds  500,000  shares.
Further,  in  connection  with the issuance of the note,  the Company  issued to
Alfred  Morgan  Capital a warrant to purchase  750,000  shares of the  Company's
common  stock.  The  expiration  date of the  warrant is March 19,  2009 and the
exercise price is $0.06 per share.

The Company  claimed an  exemption  from the  registration  requirements  of the
Securities  Act of 1933,  as amended  (the "Act") for the private  placement  of
these  securities  pursuant  to  Section  4(2) of the  Act  and/or  Rule  506 of
Regulation D promulgated  thereunder since,  among other things, the transaction
did not involve a public  offering,  the Investor was an  "accredited  investor"
and/or qualified  institutional  buyers,  the Investor had access to information
about the Company and its  investment,  the  Investor  took the  securities  for
investment  and not resale,  and we took  appropriate  measures to restrict  the
transfer of the securities.


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

10.1  Senior Secured Convertible Debenture, dated March 15, 2007*
10.2  Common Stock Purchase Warrant, dated March 15, 2007*
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


                                                                              21




<PAGE>


                                   SIGNATURES

      In accordance with the requirements of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  PERFISANS HOLDINGS, INC.


May 21, 2007                      By: /s/ Bok Wong
                                      --------------------------------
                                  Bok Wong
                                  Chief Executive Officer and Principal
                                  Accounting Officer


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