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, 2005 or

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

                          Commission File No. 000-27773

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


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


             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 18, 2005 there were 39,720,189 shares of common stock, par value
$0.001 per share, outstanding.

<PAGE>


                            PERFISANS HOLDINGS, INC.


PART I - FINANCIAL INFORMATION


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

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>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2005

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)


<PAGE>


                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2005

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)



                                TABLE OF CONTENTS


Interim Consolidated Balance Sheets as of September 30, 2005
    and December 31, 2004                                                  1 - 2

Interim Consolidated Statements of Operations for the three months
    ended September 30, 2005 and 2004                                        3

Interim Consolidated Statements of Operations for the nine months
    ended September 30, 2005 and 2004                                        4

Interim Consolidated Statements of Cash Flows for the nine months
    ended September 30, 2005 and 2004                                        5

Interim Consolidated Statements of Changes in Stockholders'
(Deficiency) for the nine months ended September 30, 2005 and for the
year ended December 31, 2004                                                 6

Condensed Notes to Interim Consolidated Financial Statements                7-10


<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


                                                      September 30 December 31
                                                       2005                 2004

                                                       $                    $

                                     ASSETS

CURRENT ASSETS

   Cash and cash equivalents                         58,201               17,163
   Accounts receivable                               18,370               67,618
   Prepaid expenses and deposits                    114,571               32,137
                                                 ----------           ----------

                                                    191,142              116,918

PROPERTY, PLANT AND EQUIPMENT                       186,876              214,062

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





                                                    378,019              330,981
                                                 ==========           ==========



        See condensed notes to interim consolidated financial statements.

APPROVED ON BEHALF OF THE BOARD

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

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


                                                                               1
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


                                                  September 30      December 31
                                                          2005             2004

                                                          $                $
                                  LIABILITIES

CURRENT LIABILITIES

   Accounts payable and accrued liabilities          1,426,860          958,189
   Current portion of long-term debt                        --           26,345
   Promissory note payable                             556,593          415,740
   Convertible term notes (note 4)                     411,874               --
                                                  ------------     ------------

                                                     2,395,327        1,400,274

LOAN FROM SHAREHOLDERS                                 459,159          377,743
                                                  ------------     ------------

                                                     2,854,486        1,778,017
                                                  ------------     ------------



                            STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK                                           42,159           38,105

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

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

ADDITIONAL PAID - IN CAPITAL                        11,248,318        9,111,045

ACCUMULATED OTHER COMPREHENSIVE LOSS                  (230,068)        (201,433)

DEFICIT                                            (13,536,876)     (10,394,753)
                                                  ------------     ------------

                                                    (2,476,467)      (1,447,036)
                                                  ------------     ------------


                                                       378,019          330,981
                                                  ============     ============



         See condensed notes to interim consolidated financial statement


                                                                               2
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


                                                           2005            2004

                                                            $               $

REVENUE                                                   7,496           4,659

Cost and goods sold                                       5,493           4,176
                                                    -----------     -----------

GROSS PROFIT                                              2,003             483
                                                    -----------     -----------

OPERATING EXPENSES

  General and administration                            751,591         773,334
  Interest                                               46,212             354
  Management salaries                                   100,000         100,000
  Amortization                                           15,718          19,351
                                                    -----------     -----------

TOTAL OPERATING EXPENSES                                913,520         893,039
                                                    -----------     -----------

OPERATING LOSS                                         (911,517)       (892,556)

    Interest income and research and
       Development tax refund                           175,553         225,781
    Beneficial Conversion Cost expensed (note 4)       (135,369)             --
    Discount on warrants expensed (note 4)             (203,898)
                                                    -----------     -----------

NET LOSS BEFORE TAX                                  (1,075,231)       (666,775)

    Income tax                                               --              --
                                                    -----------     -----------
NET LOSS                                             (1,075,231)       (666,775)
                                                    ===========     ===========

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

Weighted average shares outstanding                  40,304,061      37,967,689
                                                    ===========     ===========



        See condensed notes to interim consolidated financial statements.


                                                                               3
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


                                                          2005             2004

                                                           $                $

REVENUE                                                 22,153        1,036,981

Cost and goods sold                                     15,233          961,137
                                                   -----------      -----------

GROSS PROFIT                                             6,919           75,844
                                                   -----------      -----------

OPERATING EXPENSES

  General and administration                         1,932,626        1,660,990
  Interest                                             124,787            1,134
  Management salaries                                  300,000          200,000
  Amortization                                          45,539           50,316
                                                   -----------      -----------

TOTAL OPERATING EXPENSES                             2,402,952        1,912,440
                                                   -----------      -----------

OPERATING LOSS                                      (2,396,033)      (1,836,596)

    Interest income and research and
       development tax refund                          175,620          372,961
    Beneficial Conversion Cost expensed (note 4)      (291,464)              --
    Discount on warrants expensed (note 4)            (439,014)              --
    Convertible term notes issue expense              (190,705)              --
                                                   -----------      -----------

NET LOSS BEFORE INCOME TAX                          (3,141,596)      (1,463,635)

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

NET LOSS                                            (3,142,123)      (1,463,635)
                                                   ===========      ===========

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

Weighted average shares outstanding                 38,888,573       37,762,689
                                                   ===========      ===========



        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, 2005 AND 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


                                                           2005            2004

                                                            $               $
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                         (3,142,123)     (1,463,635)
    Items not requiring an outlay of cash:
       Amortization                                      45,539          50,316
       Beneficial conversion cost expensed (note 4)     291,464              --
       Discount on warrants expensed (note 4)           439,014              --
       Issue of shares in lieu of interest on term
          notes (note 4)                                    847              --
       Issue of shares for professional services
          (note 5)                                      540,000         120,000
       Management salaries contributed                       --         100,000
       Decrease (Increase) in accounts receivable        48,705        (139,285)
       Decrease (Increase) in prepaid expenses          (80,590)         32,371
       Increase in accounts payable and accrued
          liabilities                                   496,096         441,019
       Increase in inventory                                 --        (327,552)
                                                     ----------      ----------
NET CASH USED IN OPERATING ACTIVITES                 (1,361,048)     (1,186,766)
                                                     ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES

    Repayment of bank loans                             (27,274)        (11,294)
    Proceeds from promissory note payable               126,209         250,000
    Repayment of loan from a shareholder                (30,000)             --
    Proceeds from loan from a shareholder                90,000          76,281
    Gross Proceeds from issue of convertible
       term notes (note 4)                            1,275,000              --
    Proceeds from exercise of stock options               6,875              --
    Proceeds from issuance of shares (net of
       share issue costs)                                    --         695,000
                                                     ----------      ----------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES       1,440,810       1,009,987
                                                     ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property, plant and equipment           (10,812)        (56,943)
                                                     ----------      ----------

NET CASH FLOWS USED IN INVESTING ACTIVITIES             (10,812)        (56,943)
                                                     ----------      ----------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES        (27,912)        (21,285)
                                                     ----------      ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS
    FOR THE PERIOD                                       41,038        (255,007)

    Cash and cash equivalents, beginning of period       17,163         484,848
                                                     ----------      ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                 58,201         229,841
                                                     ==========      ==========



        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, 2005 AND FOR THE YEAR ENDED
DECEMBER 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


<TABLE>
<CAPTION>
                                          Common                                                                      Accumulated
                                           stock   Common       Common   Additional                         Other           other
                                       number of    Stock        stock      paid-in                 Comprehensive   comprehensive
                                          shares   amount   subscribed      capital       Deficit            loss            loss
                                      ----------   ------   ----------   ----------   -----------   -------------   -------------
                                                      $          $            $            $              $               $
                                      ----------   ------   ----------   ----------   -----------   -------------   -------------
<S>                                   <C>          <C>       <C>         <C>          <C>              <C>               <C>
Balance as of December 31, 2003       37,670,189   37,670           --    6,117,163    (5,864,549)             --         (94,459)

Issue of shares for cash                 375,000      375           --      694,625            --              --              --

Issue of shares for services              60,000       60           --      119,940            --              --              --

Capital stock subscribed                      --       --    3,250,000           --            --              --              --

Management salaries contributed               --       --           --      100,000            --              --              --

Stock-based compensation                      --       --           --    2,079,317            --              --              --

Foreign currency translation                  --       --           --           --            --        (106,974)       (106,974)

Net loss for the year                         --       --           --           --    (4,530,204)     (4,530,204)             --
                                      ----------   ------   ----------   ----------   -----------   -------------   -------------
Balance as of December 31, 2004       38,105,189   38,105    3,250,000    9,111,045   (10,394,753)     (4,637,178)       (201,433)
                                                                                                    -------------

Exercise of stock options                 27,500       28                     6,848

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

Issue of shares in lieu of
interest on convertible notes               2512        3                       845

Foreign currency translation                  --       --           --           --            --         (28,635)        (28,635)

Beneficial conversion for notes
(note 4)                                                                    508,730

Fair value of warrants issued
(note 4)                                                                    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

Net loss for the period                                                                (3,142,123)     (3,142,123)

Balance at September 30, 2005         42,158,832   42,159    3,250,000   11,248,318   (13,536,876)     (3,170,758)       (230,068)
                                      ==========   ======   ==========   ==========   ===========   =============   =============
</TABLE>



        See condensed notes to interim consolidated financial statements.


                                                                               6
<PAGE>


PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

       1.  BASIS OF PRESENTATION

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

       2.  GOING CONCERN AND NATURE OF OPERATIONS

           a)   Going Concern

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

                1)   Recurring operating losses

                2)   Stockholders deficiency

                3)   Working Capital deficiency

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

                1)   Expanding its customer base

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

                3)   Implementation of cost-cutting measures

                4)   Renegotiating the terms of its payables


           b)   Nature of operations

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

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

                The Company has  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 in the third  quarter of
                2005.

                The  Company  has 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.


                                                                               7
<PAGE>


PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

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

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

           Dual Channel  Gigabit  network  interface chip - Management  plans to
           market this product to network card  manufacturers  who are marketing
           products geared toward the enterprise market.

           iSCSI  storage  chip  -  This  product  will  be  targeted  for  high
           performance and cost sensitive  markets.  Management  plans to market
           this  product  primarily  to  network  card   manufacturers  who  are
           marketing  products geared toward the enterprise  market. The Company
           plans to release this product towards the end of 2006.

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

       3.  CONTINGENCIES

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

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

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

       4.  CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS

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


                                                                               8
<PAGE>


PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

           share and  355,556  are  exercisable  for a period of three  years at
           $0.54 per share.  The proceeds of the  offering  will be used to fund
           acquisitions and for working capital.

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

           Beginning on August 17, 2005 (and  continuing on the same day of each
           successive  month  thereafter),  the Company must repay 1/13th of the
           face  amount of each note  issued,  in cash 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 three month period ended June 30, 2005 a total of $152,000
           of the convertible term notes were converted into common stock by the
           note  holders.  The  conversions  were done @$0.3375 per common share
           which  resulted  in the  issue of an  additional  450,370  of  common
           shares. An additional 2,512 common shares were also issued in lieu of
           accrued interest.

           During the three month  period  ended  September  30, 2005 a total of
           $166,604 of the  convertible  term notes were  converted  into common
           stock.  The conversions were done at varied rates ranging from $0.159
           to  $0.245  per  common  share  which  resulted  in the  issue  of an
           additional 873,261 of common shares.

           For  the  nine  months  ended   September  30,  2005  the  beneficial
           conversion  cost and the discount on warrants  have been  expensed in
           the amount of $291,464 and $439,014 respectively.

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

           Convertible debt                                          $1,275,000

           Less: Converted into common shares                       ($  318,604)

           Less: Unamortized beneficial conversion cost             ($  217,266)

           Less: Unamortized discount on warrants                   ($  327,256)
                                                                     ----------

           As per Balance Sheet                                      $  411,874
                                                                     ==========

       5.  ISSUE OF SHARES

           During the three month  period ended  September  30, 2005 the company
           issued   2,700,000   common   shares  to  various   consultants   for
           professional services rendered.  These shares were issued @ $0.20 per
           common share.


                                                                               9
<PAGE>


PERFISANS HOLDINGS, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

       6.  PROMISSORY NOTE PAYABLE

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

       7.  SUBSEQUENT EVENTS

           On October 17th, 2005, the company converted an additional $59,462 of
           convertible  term notes into common stock.  The conversions were done
           at  $0.136  per  common  share  which  resulted  in the  issue  of an
           additional 435,855 of common shares.

       8.  RELATED PARTY TRANSACTION

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


                                                                              10
<PAGE>


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

FORWARD-LOOKING STATEMENTS

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

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

OVERVIEW

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

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

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

PLAN OF OPERATIONS

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

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

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


                                       1
<PAGE>


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

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

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

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

We have  completed  the  design  of a  single  port  gigabit  network  interface
controller  ENA1001 and released the product to the market. The company has also
commenced  meeting  prospective  customers  with  samples of this product in the
third quarter of 2005.

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
resources were reallocated from the Canadian  operation to China;  this move has
resulted  in lower  operating  costs.  In responds  to the  re-structuring,  the
Company has moved to a smaller premises beginning November this year.

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

Dual Channel  Gigabit network  interface chip - Management  plans to market this
product to network card  manufacturers who are marketing  products geared toward
the enterprise market.

iSCSI storage chip - This product will be targeted for high performance and cost
sensitive markets.  Management plans to market this product primarily to network
card  manufacturers  who are marketing  products  geared  toward the  enterprise
market. The Company plans to release this product towards the end of 2006.

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

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

Along with  Canada,  Taiwan and China are key  regions  for us to  penetrate  to
implement  our plan of  operation.  Manufacturers  Agents  (known as "reps") and
Distributors  (known  as  "distis")  will  be  contracted  to  market  and  sell
Perfisans'  chips. A disti buys,  resells and maintains local inventories of the
computer chips that the Company will provide.  The disti is responsible  for the
costs  of  selling  to  customers,  accounts  receivables,  collections  and the
maintenance of local inventories,  that otherwise would fall on Perfisans. A rep
earns  commissions on the sales of Perfisans'  chips. A rep is a separate,  arms
length company that


                                       2
<PAGE>


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 $10 million.

We have an agreement with SBI and Westmoreland  for a $4 million funding.  Seven
hundred and fifty thousand dollars has been received by the company from SBI and
Westmoreland.  SBI and Westmoreland  have signed promissory notes on the balance
that has not yet been  received.  The Company  believes that the  possibility of
getting  the  remaining  fund is low.  The  Company is planning to write off the
amount if funds are not received in the near future.

We have executed  convertible  debenture  agreements totaling $1.2 million as at
March 21, 2005.  Details of the agreement can be obtained  through the recent 8K
filing with SEC. We will have to secure the anticipated  requisite  remainder of
funding  through other means,  such as sales of  additional  securities or other
financing  initiatives.  We started to re-pay each month the  principle of these
convertible notes from August 17, 2005. The payments are done by issuing stocks.

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

RESULTS OF OPERATION FOR PERFISANS HOLDINGS, INC.

3 Months Ending September 30, 2005
----------------------------------

Revenues  were  recorded at $7,496 up from $4,659 for the 3 month period  ending
September  30, 2004.  The increase in revenue was due to the increase in selling
of ADSL modems. The Company may continue to explore one time sales opportunities
such as IP phones or ADSL modems in the future.  However the plan of the company
is to develop a marketing strategy for its own internally developed chips.

Gross  Profit for the quarter was  recorded at $2,003  (27%).  Gross Profit on a
percentage  basis improved 17% as compared to the 3 months ending  September 30,
2004 as ADSL modems have a higher gross margin than IP phones.

Total  Operating  Expenses  increased  to  $913,520,  up  from  $893,039  of the
corresponding prior year period. This increase was primarily due to the decrease
in Interest expenses.


                                       3
<PAGE>


After expensing  beneficial  conversion cost of $135,369 (prior period: nil) and
discount on warrants of $203,898 (prior period: nil), the net loss before income
taxes went up to $1,075,231 as compared to $666,775 in the prior period.

The net loss before  income tax  increased  by $408,456 as compared to the prior
period.  Loss per share, basic and diluted was $(0.03) as compared to $(0.02) in
the prior period.

9 Months Ending September 30, 2005
----------------------------------

Revenue is recorded at $22,153 down from $1,036,981 for the corresponding  prior
year  period.  The  decrease in revenue was due to a  non-recurring  order of IP
phones in 2004.  Revenues for the three quarters 2005 came from the sale of ADSL
modems. The Company may continue to explore one time sales opportunities such as
IP phones or ADSL  modems in the  future.  However the plan of the company is to
develop a marketing strategy for its own internally developed chips.

Gross  Profit for the first nine months was  recorded at $6,919  (31.2%).  Gross
Profit on a percentage  basis  improved 23.9% as compared to the 9 months ending
September 30, 2004 as ADSL modems have a higher gross margin than IP phones.

Total  Operating  Expenses  increased  from  $1,912,440 to  $2,402,952  from the
corresponding prior year period. This increase was primarily due to the increase
in General  and  administrative  expenses,  Management  salaries,  and  Interest
expense.

Net Loss before Income Tax is recorded at $3,141,596 up from  $1,463,635 for the
corresponding prior year period. In addition to the operating expenses as above,
the Net Loss before Income Tax in 2005 was  negatively  affected by  Convertible
term notes issue expense of $190,705,  discount on warrants  expense of $439,014
and beneficial conversion cost expense of $291,464.

LIQUIDITY AND CAPITAL RESOURCES

For the nine  months  ended  September  30,  2005,  net cash  used in  operating
activities  amounted to $1,361,048 as compared to $1,186,766 for the same period
in the prior year. The increase in cash requirements for operating activities is
primarily  the result of  increases  in overhead  expense,  expenses on issue of
convertible notes and operating activities during the period.

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

The company has  allocated  the  proceeds  between the  warrants  and  debenture
without  warrants based on their relative fair values.  Paid in capital has been
credited  with the value of warrants in the amount of $766,270  and  convertible
term  notes is  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.  The net  proceeds of
this financing are to meet general working capital.


                                       4
<PAGE>


During the three  month  period  ended June 30,  2005 a total of $152,000 of the
convertible term notes were converted into common stock by the note holders. The
conversions  were done @$0.3375 per common share which  resulted in the issue of
an additional  450,370 of common shares.  An additional 2,512 common shares were
also issued in lieu of accrued  interest.  During the three month  period  ended
September  30, 2005 and  commencing  August 17, 2005,  we started to re-pay each
month  the  principle  of these  convertible  notes . The  payments  are done by
issuing stocks.  A total of $166,604 of the convertible term notes was converted
into  common  stock  resulting  in an issue of an  additional  873,261 of common
shares.

During the three month  period  ended  September  30,  2005 the  company  issued
2,700,000 common shares to various  consultants for  professional  services like
Investor  relations  including  promotion  of the  company to their  clients and
associates.  These  shares were  issued  @$0.20 per common  share.  The issue of
2,700,000  was  recorded as an expense,  resulting in an increase of the general
and administrative expense by $540,000.

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

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

OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:

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

PAYMENTS DUE BY END OF PERIOD

--------------------------------------------------------------------------------
                                              LESS THAN       AFTER
CONTRACTUAL OBLIGATIONS          TOTAL         1 YEAR       1-3 YEARS  3-5 YEARS
--------------------------------------------------------------------------------
BUILDING LEASES               $  260,600     $   51,500     $147,600     $61,500
--------------------------------------------------------------------------------
EQUIPMENT LEASES                      --             --           --          --
--------------------------------------------------------------------------------
CONVERTIBLE TERM NOTE         $  956,396     $  956,396                       --
--------------------------------------------------------------------------------
PROMISSORY NOTE               $  556,593     $  556,593           --          --
--------------------------------------------------------------------------------
     TOTAL                    $1,773,589     $1,564,489     $147,600     $61,500
--------------------------------------------------------------------------------


                                       5
<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

On July  13,  2005,  the  Company  held  its  Annual  Meeting  at its  corporate
headquarters.  It was noted that there were present in person or by proxy at the
meeting,  shareholders  shown to be the  holders of  24,652,189  shares out of a
total of 39,720,189  shares of the Company's  common stock (the "SHARES") issued
and  outstanding  and  entitled to vote at the Meeting and that a quorum for the
transaction of business was present at the Meeting.

The first order of business  was the approval of the election of To-Hon Lam, Bok
Wong and Eric Wang as  members of the  Company's  board of  directors,  to serve
until the 2005 annual  meeting of  shareholders.  To-Hon Lam,  Bok Wong and Eric
Wang were each nominated and the nomination was seconded.

A vote by  ballot  was  taken to elect  To-Hon  Lam,  Bok Wong and Eric  Wang as
members  of the  Board  of  Directors  of the  Corporation.  The  report  of the
Inspector of Election was as follows:

To-Hon Lam          24,652,009   Shares In Favor         1,667 Shares Withheld
                    ----------                           -----
Bok Wong            24,652,009 Shares In Favor           1,667 Shares Withheld
                    ----------                           -----
Eric Wang           24,652,009 Shares In Favor           1,667 Shares Withheld
                    ----------                           -----

To-Hon  Lam,  Bok Wong and Eric Wang were each  elected as  Directors  and shall
serve until their respective successors have been duly elected and qualified.

The second  order of business to come before the meeting was the approval of the
Amendment to the Certificate of Incorporation  providing for the increase in the
Company's capital stock to 155,000,000 shares,  consisting of 150,000,000 shares
of common stock and 5,000,000  shares of preferred  stock. A motion was made and
seconded.

The Inspector of Election gave the following  report in favor of and against the
resolution:

             FOR                       AGAINST           ABSTAIN
          24,652,009                    167               1,667

The resolution to amend the Company's Certificate of Incorporation was approved.

The third order of  business to come before the meeting was the  approval of the
appointment of Schwartz  Levitsky Feldman LLP as the  Corporation's  independent
certified  public  accountants  for the  ensuing  year.  A  motion  was made and
seconded.

The Inspector of Election gave the following  report in favor of and against the
resolution:

             FOR                       AGAINST           ABSTAIN
          24,652,009                      0                0


The resolution to appoint  Schwartz  Levitsky  Feldman LLP as the  Corporation's
independent certified public accountants for the ensuing year was approved.

                                       6
<PAGE>


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.

                                       7
<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 22, 2005           By: /s/ To-Hon Lam
                                ---------------
                                To-Hon Lam
                                Chief Executive Officer and
                                Principal Accounting Officer


                                       8