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 September 30, 2006

or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Transition Period from _______to_______


                          Commission File No. 000-27773


                            PERFISANS HOLDINGS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)



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


             7828 KENNEDY ROAD, UNIT #201, MARKHAM, ONTARIO L3R 5P1
                    (Address of principal executive offices)


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

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

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

Indicate by check mark whether the Registrant is an accelerated filer as defined
in Rule 12b-2 of the Exchange Act. Yes | | No |X|


                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of November 10, 2006 there were 54,417,305  shares of common stock, par value
$0.001 per share, outstanding.





<PAGE>




                            PERFISANS HOLDINGS, INC.


PART I - FINANCIAL INFORMATION


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

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

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


PART II - OTHER INFORMATION


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

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

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

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

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

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


SIGNATURES.................................................................



<PAGE>

                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)



                                TABLE OF CONTENTS


       Interim Consolidated Balance Sheets as of September 30, 2006
           and December 31, 2005                                          1 - 2

       Interim Consolidated Statements of Operations for the
           three months ended September 30, 2006 and 2005                     3

       Interim Consolidated Statements of Operations for the
           nine months ended September 30, 2006 and 2005                      4

       Interim Consolidated Statements of Cash Flows for the
           nine months ended September 30, 2006 and 2005                      5

       Interim Consolidated Statements of Changes in Stockholders'
       Deficiency for the nine months ended September 30, 2006 and
       for the year ended December 31, 2005                                   6

       Condensed Notes to Interim Consolidated Financial Statements        7-15


<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


                                              September 30,        December 31,
                                                       2006               2005

                                                       $                   $

                                     ASSETS
       CURRENT ASSETS

           Cash and cash equivalents                 13,956              46,741
           Accounts receivable                           --              81,111
           Prepaid expenses and deposits              6,567               1,157
           Deferred costs (note 7)                  120,000                  --
                                                  ---------           ---------
                                                    140,523             129,009


       PROPERTY, PLANT AND EQUIPMENT                112,960             137,289


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



                                                    253,484             266,299
                                                  =========           =========





        See condensed notes to interim consolidated financial statements.




                                       1
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                              September 30,        December 31,
                                                       2006                2005

                                                      $                   $
                                   LIABILITIES
       CURRENT LIABILITIES

           Accounts payable and
             accrued liabilities                  2,576,054           1,791,814
           Promissory note payable (note 8)         786,360             595,063
           Convertible term notes (note 4)          359,396             551,304
           Loan from shareholders                   567,265             458,563
                                                -----------         -----------
                                                  4,289,075           3,396,744
                                                -----------         -----------



                            STOCKHOLDERS' DEFICIENCY

       CAPITAL STOCK                                 49,362              43,303

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

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

       ADDITIONAL PAID - IN CAPITAL              12,373,074          11,376,095

       ACCUMULATED OTHER COMPREHENSIVE LOSS        (382,973)           (332,189)

       ACCUMULATED DEFICIT                      (16,075,054)        (14,217,656)
                                                -----------         -----------
                                                 (4,035,591)         (3,130,445)
                                                -----------         -----------
                                                    253,484             266,299
                                                ===========         ===========

         See condensed notes to interim consolidated financial statement



                                       2
<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                          2006             2005

                                                         $                $

REVENUE                                                     --            7,496

Cost and goods sold                                         --            5,493
                                                   -----------      -----------

GROSS PROFIT                                                --            2,003
                                                   -----------      -----------

OPERATING EXPENSES
  Stock-based compensation (Note 5)                     53,320               --
  General and administration                           492,986          751,590
  Interest                                              65,351           46,212
  Management salaries                                  100,000          100,000
  Amortization                                           9,929           15,718
                                                   -----------      -----------


TOTAL OPERATING EXPENSES                               721,586          913,520
                                                   -----------      -----------


OPERATING LOSS                                        (721,586)        (911,517)

    Interest income and research and
    Development tax refund                                 151          175,553
    Beneficial Conversion Cost
      expensed (note 4)                                 (7,346)        (135,369)
    Discount on warrants expensed
      (note 4)                                         (11,066)        (203,898)
                                                   -----------      -----------


LOSS BEFORE INCOME TAX                                (739,847)      (1,075,231)

    Income tax                                              --               --
                                                   -----------      -----------
NET LOSS                                              (739,847)      (1,075,231)
                                                   ===========      ===========

Loss per share, basic and diluted                        (0.02)           (0.03)
                                                   ===========      ===========


Weighted average shares outstanding                 48,531,866       40,304,061
                                                   ===========      ===========



        See condensed notes to interim consolidated financial statements.



                                       3
<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                           2006            2005

                                                         $               $

REVENUE                                                      --          22,153

Cost and goods sold                                          --          15,234
                                                    -----------     -----------

GROSS PROFIT                                                 --           6,919
                                                    -----------     -----------


OPERATING EXPENSES
  Stock-based compensation (Note 5)                     159,960              --
  General and administration                            890,881       1,932,626
  Interest                                              191,090         124,787
  Management salaries                                   300,000         300,000
  Amortization                                           29,499          45,539
                                                    -----------     -----------


TOTAL OPERATING EXPENSES                              1,571,430       2,402,952
                                                    -----------     -----------


OPERATING LOSS                                       (1,571,430)     (2,396,033)

    Interest income and research and
      development tax refund                                277         175,620
    Beneficial Conversion Cost expensed
      (note 4)                                         (114,182)       (291,464)
    Discount on warrants expensed (note 4)             (171,986)       (439,014)
    Convertible term notes issue expense                     --        (190,705)
                                                    -----------     -----------


LOSS BEFORE INCOME TAX                               (1,857,321)     (3,141,596)

    Income tax                                               77             527
                                                    -----------     -----------

NET LOSS                                             (1,857,398)     (3,142,123)
                                                    ===========     ===========


Loss per share, basic and diluted                         (0.04)          (0.08)
                                                    ===========     ===========


Weighted average shares outstanding                  45,742,582      38,888,573
                                                    ===========     ===========


       See condensed notes to interim consolidated financial statements.


                                       4
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                            2006          2005
<S>                                                                       <C>           <C>
                                                                           $             $
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                                          (1,857,398)   (3,142,123)
    Items not requiring an outlay of cash:
         Amortization                                                     29,499        45,539
         Beneficial conversion cost expensed (note 4)                    114,182       291,464
         Discount on warrants expensed (note 4)                          171,986       439,014
         Stock-based compensation                                        159,960          --
         Issue of shares for professional services                       365,000       540,000
         Issue of shares in lieu of interest on term notes (note 4)         --             847
         Decrease in accounts receivable                                  81,111        48,705
         Decrease (Increase) in prepaid expenses and deposits             (5,410)      (80,590)
         Increase in accounts payable and accrued liabilities             84,240       496,096
         Increase in deferred costs                                     (120,000)
         Interest portion of promissory notes                            166,588            --
         Interest portion of shareholders loans                           24,308            --
                                                                      ----------    ----------

NET CASH USED IN OPERATING ACTIVITES                                     (85,934)   (1,361,048)
                                                                      ----------    ----------


CASH FLOWS FROM FINANCING ACTIVITIES

    Repayment of long-term debt                                               --       (27,274)
    Proceeds from promissory note payable                                     --       126,209
    Repayment of loan from a shareholder                                      --       (30,000)
    Proceeds from loan from shareholders                                  70,555        90,000
    Gross Proceeds from issue of convertible term notes (note 4)              --     1,275,000
    Proceeds from exercise of stock options                                   --         6,875
                                                                      ----------    ----------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                           70,555     1,440,810
                                                                      ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property, plant and equipment                                 --       (10,812)
                                                                      ----------    ----------

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                   --       (10,812)
                                                                      ----------    ----------

EFFECT OF FOREIGN CURRENCY
EXCHANGE RATE CHANGES                                                    (17,406)      (27,912)
                                                                      ----------    ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS FOR THE PERIOD                                          (32,785)       41,038

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  13,956        58,201
                                                                      ==========    ==========
</TABLE>

        See condensed notes to interim consolidated financial statements


                                       5
<PAGE>

PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND FOR THE YEAR ENDED
DECEMBER 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

(UNAUDITED)

<TABLE>
<CAPTION>
                                                       Common
                                                        stock            Common            Common          Additional
                                                      number of          Stock             stock            paid-in
                                                       shares            amount          subscribed         capital
                                                 -----------------------------------------------------------------------
                                                                              $               $               $
                                                 -----------------------------------------------------------------------
<S>                                                  <C>                   <C>            <C>              <C>
Balance as of December 31, 2004                      38,105,189            38,105         3,250,000        9,111,045
                                                                                        -----------
Exercise of stock options                                27,500                28                              6,848

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

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

Beneficial conversion for notes                                                                              508,730

Fair value of warrants issued                                                                                766,270

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

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

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

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

Foreign currency translation

Net loss for the year
                                                    ----------------------------------------------------------------
Balance at December 31, 2005                         43,305,847            43,305         3,250,000       11,376,095

Issue of shares on conversion of convertible
    notes                                             4,007,434             4,007                            474,069

Issue of shares for professional services             3,000,000              3000                            362,000

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

Stock-based compensation                                                                                     159,960

Foreign currency translation

Net loss for the period

Balance at September  30, 2006                       49,363,281            49,362         3,250,000       12,373,074
                                                    ===========       ===========       -----------      ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                                        Accumulated
                                                                         Other             other
                                                                     Comprehensive     comprehensive
                                                      Deficit            Loss               loss
                                                 ----------------------------------------------------
                                                         $                  $                  $
                                                 ----------------------------------------------------
<S>                                                 <C>                <C>                 <C>
Balance as of December 31, 2004                     (10,394,753)       (4,637,178)         (201,433)
                                                                      -----------
Exercise of stock options

Issue of shares on conversion of convertible
    notes

Issue of shares in lieu of interest on
    convertible notes

Beneficial conversion for notes

Fair value of warrants issued

Issue of shares on conversion of convertible
    notes

Issue of shares for professional services

Issue of shares on conversion of convertible
    notes

Issue of shares for professional services

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

Net loss for the year                                (3,822,903)       (3,822,903)
                                                    -----------       -----------       -----------
Balance at December 31, 2005                        (14,217,656)       (3,953,659)         (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                                              (50,784)          (50,784)

Net loss for the period                              (1,857,398)       (1,857,398)

Balance at September  30, 2006                      (16,075,054)       (1,908,182)         (382,973)
                                                    ===========       ===========       ===========
</TABLE>

           See condensed notes to interim consolidated financial statements.



                                       6
<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)

       1.  BASIS OF PRESENTATION

           The accompanying  unaudited interim consolidated financial statements
           do  not  include  all  the  information  and  footnotes  required  by
           generally  accepted  accounting  principles  in the United  Stated of
           America  for  complete  financial  statements.   In  the  opinion  of
           management, all adjustments, consisting of normal recurring accruals,
           considered  necessary for a fair  presentation  have been included in
           these consolidated  interim financial  statements.  Operating results
           for the interim periods are not necessarily indicative of the results
           that may be expected for the year ended  December  31, 2006.  Interim
           consolidated  financial statements should be read in conjunction with
           the company's annual audited consolidated financial statements.

       2.  GOING CONCERN AND NATURE OF OPERATIONS

           a) Going Concern

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

                1) Recurring operating losses
                2) Stockholders deficiency
                3) Working Capital deficiency
                4) Non renewal of intellectual property licenses
                5) Adverse key financial ratios
                6) Delay in conversion of convertible debt

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

                1) Expanding its customer base
                2) Exploring  alternative  sources of financing as to be able to
                   continue its research and development.
                3) Implementation of cost-cutting measures
                4) Renegotiating the terms of its payables


           b) Nature of operations

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

           The Company was  previously  in the  development  stage and commenced
           earning  revenue  during the first  quarter of 2004.  The Company has
           funded its  operations to date mainly through



                                       7
<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)

           the  issuance  of shares.  The  Company  released  one product to the
           market in 2004.  Due to lack of funds,  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  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.  Depending on
           the  availability  of funds,  this  product is planned to be released
           towards 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.  Depending on the availability of funds, the Company plans to
           release this product by the end of 2007.

       3.  CONTINGENCIES

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

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

           Management  is unable to  determine  the  likelihood  of this penalty
           materializing  as at September 30, 2006.  Any expense that may result
           from  this  penalty  will be  recognized  in the  period  in which it
           becomes known.

           On May 10,  2006,  the  company  received  an invoice of  $47,681from
           Concord Idea for the fees that Concord Idea spent on the  termination
           of the  lease for our  corporate  headquarters  at 4118 14th  Avenue,
           Markham, Ontario. The company is unaware whether such fees are due as
           there  was  no  agreement  regarding  the  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 (Our  predecessor
           entity) for  specific  performance  of the March 24, 1999  Rescission
           Agreement  entered  into  by  Griffin   Industries  with  the  former
           employee.  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 validity
           of this claim.

                                       8
<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)

       4.  CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS

           On March 21, 2005,  the Company  entered  into a Securities  Purchase
           Agreement  with 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.

           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.

                                       9
<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)

           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.

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

           For the three  months ended June 30, 2006 the  beneficial  conversion
           cost and the discount on warrants have been expensed in the amount of
           $37,686 and $56,764 respectively.

           For  the  three  months  ended  September  30,  2006  the  beneficial
           conversion  cost and the discount on warrants  have been  expensed in
           the amount of $7,346 and $11,066  respectively.

           As of September 30, 2006, the Convertible  notes are reflected in the
           Balance Sheet as under:

           Convertible debt                                    $1,275,000
           Less: Converted into common shares                  ($ 915,604)
           Less: Unamortized beneficial conversion cost               nil
           Less: Unamortized discount on warrants                     nil
            As per Balance Sheet                                 $359,397



       5.  STOCK BASED COMPENSATION

            In December 2004, the Financial  Accounting  Standards  Board (FASB)
           issued Statement of Financial  Accounting  Standards No. 123 (Revised
           2004),  "Share-Based  Payment" (SFAS 123 (R)).  SFAS 123 (R) requires
           companies  to  recognize  compensation  cost  for  employee  services
           received in exchange for an award of equity  instruments based on the
           grant-date  fair  value  of  the  award.   The  Company  adopted  the
           provisions  of SFAS 123 (R) on January  1, 2006  using the  "modified
           prospective"  application  method  of  adoption  which  requires  the
           Company to record  compensation cost related to unvested stock awards
           as of December 31, 2005 by  recognizing  the  unamortized  grant date
           fair value of these  awards  over the  remaining  service  periods of
           those awards with no change in  historical  reported  earnings.  As a
           result of using this method,



                                       10
<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)

           the consolidated financial statements for the year ended December 31,
           2005 were not  restated  for the impact of  stock-based  compensation
           expense.  Awards  granted after  December 31, 2005 are valued at fair
           value  in  accordance  with  the  provisions  of  SFAS  123  (R)  and
           recognized on a straight line basis over the service  periods of each
           award.

           Had expense for the Company's  stock- based  compensation  plans been
           determined  based on the grant-date  fair value for 2005,  consistent
           with the  provisions  of SFAS 123 (R),  the  Company's  reported  and
           proforma  net loss and net loss per share for the  three  months  and
           nine months ended September 30, 2005 would be as follows:

<TABLE>
<CAPTION>
                                                                         Three Months           Nine Months
                                                                         Ended                  Ended
                                                                         Sept. 30, 2005         Sept. 30, 2005
                                                                        ----------------       ---------------

<S>                                                                     <C>                    <C>
           Net Loss-as reported                                         $    (1,075,231)       $   (3,142,123)
           Proforma stock-based compensation expense-as
           If grant date fair value had been applied to all
           Stock -based payment awards                                  $         53,320       $        53,320
                                                                        ----------------       ---------------
           Net loss-proforma for stock based compensation
           expense                                                      $    (1,128,551)       $   (3,195,443)
                                                                        ----------------       ---------------

           Net loss per share-basic, as reported                        $         (0.03)       $        (0.08)

           Net loss per share-basic, proforma for stock- based
           Compensation expense                                         $         (0.03)       $        (0.08)
</TABLE>

           As of September 30, 2006 there was $586,521 of  unrecognized  expense
           related to non-vested stock-based compensation  arrangements granted.
           The financial  statements for the three months and nine months period
           ended September 30, 2006 recognize  compensation cost for the portion
           of  outstanding  awards  which have  vested  during the  period.  The
           stock-based  compensation  expense for the three month and nine month
           period   ended   September   30,  2006  was  $  53,320  and  $159,960
           respectively.

           No  options  were  granted in the three  month and nine month  period
           ended September 30, 2006 under the Company's stock-option plan.

       6.  ISSUE AND CANCELLATION OF SHARES

           Three Months Ended March 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.

                                       11
<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)

           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 at $0.10
           per common share and balance 500,000 issued at $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.

           Three Months Ended June 30, 2006
           --------------------------------

           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.

           Three Months Ended September 30, 2006
           -------------------------------------

           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 at $0.12 per share.

       7.  DEFERRED COSTS

           In July 2006,  the company  issued  2,000,000  common  shares  valued
           at$0.12 per common share to a  consultant  being  consulting  fee for
           services to be provided for the six month period  commencing  July 1,
           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 to be
           expensed in the last quarter of 2006.

       8.  PROMISSORY NOTE PAYABLE

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


       9.  LETTER OF INTENT

           On April 24, 2006,  the Company  entered into a non binding Letter of
           Intent with  Zhejiang  Figersense  Communication  Technology  Company
           Limited ("Zhejiang  Figersense") to enter into



                                       12
<PAGE>

PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)

           a definitive agreement with the shareholders of Perfisans pursuant to
           which  Perfisans will acquire from Zhejiang  Figersense  shareholders
           100%  of  the  issued  and  outstanding  share  capital  of  Zhejiang
           Figersense in exchange for a number of Perfisans' common shares to be
           determined  at a later  date.  The  Company  is still  doing  its due
           diligence  and no definitive  agreement has been  concluded as of the
           date of this filing.

       10. SUBSEQUENT EVENTS

           a) Changes in directors and management

           On November 8, 2006, the Board of Directors  accepted the resignation
           of Mr.  To  Hon  Lam  as  President,  Chief  Executive  Officer,  and
           Treasurer of the Corporation and was replaced by Mr. Bok Wong. Mr. To
           Hon Lam is staying as a director of the Company and is  appointed  as
           Advisor to the President during the transition  period of six months.
           He will also head the engineering function of the Company.

           b) Subsequent issue of common shares

           On October 6, 2006 the  Company  issued  4,350,000  common  shares to
           various  consultants  for  professional  services valued at $0.12 per
           share,  resulting in an expense of $522,000 as per the  resolution as
           of  August  23,  2006.  The  Company  has  expensed  to  general  and
           administration for $282,000 in this quarter,  and the balance expense
           of $240,000 relating to the next quarter will be expensed in the last
           quarter of 2006.



                                       13
<PAGE>

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

FORWARD-LOOKING STATEMENTS

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

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

OVERVIEW

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

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

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

PLAN OF OPERATIONS

We were  incorporated  in  Maryland  on October  14,  1997 as 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.

                                       14
<PAGE>

In the  summer of 1998,  we  terminated  our  status as a  business  development
company and  accordingly,  our 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.  We maintained compliance 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 and various attempts to develop a profitable,
ongoing  business,  and without  realistic  sources of  additional  financing in
sight, our former management was receptive when approached by representatives of
Perfisans  Networks  concerning  a  possible  business  combination.  Subsequent
discussions led to the execution of the Acquisition Agreement in December 2003.

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

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

We have  completed  the  design  of a  single  port  gigabit  network  interface
controller  ENA1001 and released the product to the market. The company has also
commenced meeting prospective customers with samples of this product.

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

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

We have also  revised  the product  development  plan  accordingly.  The Company
products are focused on the network interface semiconductor integrated circuits.
We have also started our research on wireless network semiconductors. Due to our
current funding situation,  the Company has deferred the development of the Dual
Channel  Gigabit  network  interface  chip and iSCSI storage chip. In turn,  the
Company has planned the design of the following products, which will be finished
and released upon receipt of the necessary funding to complete production:


                                       15
<PAGE>

Single Chip Gigabit  network  interface  chip - Management  plans to market this
product to network card  manufacturers who are marketing  products geared toward
the enterprise market. Depends on funding situation,  this product is planned to
be released towards the end of 2007.

Wireless Network  Processor - This product will be targeted for high performance
and cost sensitive markets. Management plans to market this product primarily to
wireless  product  manufacturers  who are marketing  products  geared toward the
consumer  market.  Provided  funding is available,  the Company plans to release
this product by the end of 2007.

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

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



                                       16
<PAGE>

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 can be obtained  through the 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.  The  repayments  have not been  fully  completed  in the  13-month
stipulated time but will be completed by year end by the issuance of stocks.

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

On April 24, 2006, we 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.  We are
waiting  for  Zhejiang  Fibersense  to finish all the  required  procedures  and
documents in order to execute the merger agreement.

On November  8, the Board of  director  has the  following  notes:

     1.   The board recognizes the good effort of the present management team in
          leading the Corporation to this date despite being hindered by lack of
          funding, and

     2.   The Board  desires to get the  Corporation  into  significant  revenue
          generating mode,  expedite the process of revenue  generation  through
          its  present  contracts,  seek new  ones,  and  while  preserving  its
          fundamental  technical  strength and capabilities in the Semiconductor
          field, and

     3.   The Corporation  may consider  utilizing its present sales channels or
          have  to  form  new  relationships,  or form  strategic  alliances  or
          acquiring  other  companies  which have  synergistic  operation to the
          Corporation,  or other  options as necessary to increase its financial
          position, and

     4.   The Board considers that Corporation needs a strong sales plan as well
          as capitalize its technical asset base in a simultaneous manner, and

     5.   The Board  considers the  experience of Bok Wong in marketing,  sales,
          and business  development and his familiarity  with the China and Asia
          Pacific  market to be of timely  value for the  Corporation,  and also
          considers the experience of To Hon Lam in the technical  semiconductor
          field to be of value to Corporation.

On the same date, the Board of directors has made the following resolutions.

     1.   To direct the Board to create the necessary corporate policies and for
          management  to present the Board with a plan to meet the  Corporations
          objectives  and to take the  necessary  action  in order to focus  the
          Corporation   into  growing  its  revenue  base,   commercialize   its
          technology,  capture  opportunities  quicker  in the market by organic
          growth and/or acquisition, and


                                       17
<PAGE>

     2.   To accept  the  recommendation  of Mr. To Hon Lam to have Mr. Bok Wong
          lead  the  Corporation  in its  new  phase  of  commercialization  and
          business  development,  and  that  the  resignation  of To Hon  Lam as
          President,  Chief Executive Officer,  and Treasurer of the Corporation
          is  hereby  accepted,  with To Hon Lam  remaining  as a member  of the
          Board,

     3.   That  Bok Wong is  hereby  appointed  as  President,  Chief  Executive
          Officer and Treasurer of the Corporation,  and to hold such office for
          as long as consent by the Board of Directors is unanimously held, and

     4.   That To Hon Lam be  appointed as Advisor to the  President  during the
          transition  period of six (6) month to assist the  incoming  President
          and insure a smooth transition, and,

     5.   That To Hon Lam be appointed to head the engineering  functions of the
          Corporation

Management  believes  that the above  changes  in company  organization  and the
recent  strategic  direction  into the wireless  broadband  access  market,  the
company  will  be  able to  focus  on  commercializing  its  technology  assets.
Management  also  believes  that this will  enable the  company to develop  more
channel partners and thus focus in increasing revenue.

RESULTS OF OPERATION FOR PERFISANS HOLDINGS, INC.

We have  reported no revenue  (prior  year third  quarter  $22,153)  during this
quarter.  We are  currently  working on marketing  our two products  ENA1001 and
ENA5031 to the potential customers.

Total operating  expenses  decreased for the three-month period ending September
30, 2006,  from  $913,520 to $721,586 or 21% from the  corresponding  prior year
period.  This  decrease was  primarily  due to the  reduction in the general and
administrative  expenses achieved due to the relocation of the operation to Asia
during the period.

General and  Administration  fees  decreased  for the  three-month  period ended
September  30,  2006,  from  $751,590 to $492,986 or 34% from the  corresponding
prior year period, primarily as a result of the decrease in operations.

Promissory  note in the amount of $786,360 bears interest at 3% per month,  with
principal and interest  payable at September 30, 2006.  Management is working on
the new  terms.  The new terms  have not been  finalized  and  agreed to by both
sides.

LIQUIDITY AND CAPITAL RESOURCES

For the nine  months  ended  September  30,  2006,  net cash  used in  operating
activities amounted to $85,934, as compared to $1,361,048 for the same period in
the prior year. The decrease in cash  requirements  for operating  activities is
primarily the result of decrease in operating and overhead expenses.


                                       18
<PAGE>

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 $786,360 bears
interest at 3% per month,  with principal and interest  payable at September 30,
2006.  Management is working on the new terms  whichhave not been  finalized and
agreed to by both sides. We are now in the process of extending the loan period.
We intend to repay such loans out of proceeds from the sale of stock.

We currently have a balance of $379,674 to General Resources on such loans which
we intend to repay out of the proceeds of the sale of stock.

At September 30, 2006, we had no material  commitments for capital  expenditures
other than for those  expenditures  incurred in the ordinary course of business.
Additional capital could be required in excess of our liquidity, requiring us to
raise additional capital through an equity offering or secured or unsecured debt
financing.  The  availability  of additional  capital  resources  will depend on
prevailing  market  conditions,  interest  rates,  and  our  existing  financial
position and results of operations.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:

Contractual obligations as of September 30, 2006 are as follows:


PAYMENTS DUE BY END OF PERIOD

--------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS        TOTAL        LESS THAN       AFTER 1-3      3-5
                                             1 YEAR           YEARS       YEARS
--------------------------------------------------------------------------------
BUILDING LEASES                $87,615         $9,735          $77,880        $0
--------------------------------------------------------------------------------
EQUIPMENT LEASES                    --             --               --        --
--------------------------------------------------------------------------------
CONVERTIBLE TERM NOTE         $359,396       $359,396               --        --
--------------------------------------------------------------------------------
PROMISSORY NOTE               $786,360       $786,360               --        --
--------------------------------------------------------------------------------
TOTAL                       $1,233,371     $1,155,491          $77,880        $0
--------------------------------------------------------------------------------


RECENT ACCOUNTING PRONOUNCEMENTS:

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standards No. 123 (Revised 2004), "Share-Based
Payment"  (SFAS  123  (R)).  SFAS  123  (R)  requires   companies  to  recognize
compensation  cost for  employee  services  received in exchange for an award of
equity  instruments based on the grant-date fair value of the award. The Company
adopted the  provisions  of SFAS 123 (R) on January 1, 2006 using the  "modified
prospective" application method of adoption. This method requires the Company to
record  compensation  cost  related to unvested  stock awards as of December 31,
2005 by recognizing the  unamortized  grant date fair value of these awards over
the  remaining  service  periods of those  awards  with no change in  historical
reported earnings. As a result of using this method, the consolidated  financial
statements for the year ended December 31, 2005


                                       19
<PAGE>

were not restated for the impact of  stock-based  compensation  expense.  Awards
granted after December 31, 2005 are valued at fair value in accordance  with the
provisions  of SFAS 123 (R) and  recognized  on a  straight  line basis over the
service periods of each award.

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

SFAS No. 150- Accounting for certain financial  instruments with characteristics
of both liabilities and equity. This statement  establishes standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics of both liabilities and equity.

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

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

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

SFAS  153 - In  December  2004,  the FASB  issued  SFAS No.  153  "Exchanges  of
Non-monetary Assets - an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
replaces the  exception  from fair value  measurement  in APB Opinion No. 29 for
non-monetary  exchanges of similar  productive  assets with a general  exception
from fair value  measurement  for exchanges of  non-monetary  assets that do not
have



                                       20
<PAGE>

commercial  substance.  A non-monetary  exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange.  SFAS 153 is effective for all interim periods  beginning after
June 15, 2005.


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
theworking 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.


                                       21
<PAGE>

                            PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5. OTHER INFORMATION
None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

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

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

* Filed herewith



(b)  Reports on Form 8-K.

None.






<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    PERFISANS HOLDINGS, INC.


November 14, 2006                   By: /s/ Bok Wong
                                        ------------

                                    Bok Wong
                                    Chief Executive Officer and
                                    Principal Accounting Officer