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 June 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 August 6, 2006 there were  49,907,877  shares of common  stock,  par value
$0.001 per share, outstanding.

<PAGE>

                            PERFISANS HOLDINGS, INC.

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


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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 14

Item 3. Controls and Procedures........................................................................... 19


PART II - OTHER INFORMATION


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

Item 2. Changes in Securities............................................................................. 20

Item 3. Defaults Upon Senior Securities................................................................... 20

Item 4. Submission of Matters to a Vote of Security Holders............................................... 20

Item 5. Other Information................................................................................. 20

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


SIGNATURES................................................................................................ 21
</TABLE>

<PAGE>


                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2006

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)


                                TABLE OF CONTENTS

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

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

Interim Consolidated Statements of Operations for the six months
    ended June 30, 2006 and 2005                                               4

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

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

Condensed Notes to Interim Consolidated Financial Statements                7-13


<PAGE>

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


                                                     June 30,      December 31,
                                                         2006              2005
                                                           $                $

                                     ASSETS

CURRENT ASSETS

    Cash and cash equivalents                           9,109            46,741
    Accounts receivable                                25,104            81,111
    Prepaid expenses and deposits                       6,708             1,157

                                                    ---------         ---------
                                                       40,921           129,009

PROPERTY, PLANT AND EQUIPMENT                         123,090           137,289

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


                                                      164,012           266,299

                                                    =========         =========


        See condensed notes to interim consolidated financial statements.


APPROVED ON BEHALF OF THE BOARD

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

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


                                                                               1
<PAGE>

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


<TABLE>
<CAPTION>
                                                            June 30,        December 31,
                                                                2006               2005

                                                                  $                  $
<S>                                                        <C>                 <C>
                                      LIABILITIES

CURRENT LIABILITIES

    Accounts payable and accrued liabilities               2,173,500           1,791,814
    Promissory note payable (note 7)                         731,615             595,063
    Convertible term notes (note 4)                          513,753             551,304
    Loan from shareholders                                   544,319             458,563
                                                       -------------       -------------
                                                           3,963,187           3,396,744

                                                       -------------       -------------





                               STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK                                                 45,614              43,303

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

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

ADDITIONAL PAID - IN CAPITAL                              11,910,733          11,376,095

ACCUMULATED OTHER COMPREHENSIVE LOSS                        (420,315)           (332,189)

ACCUMULATED DEFICIT                                      (15,335,207)        (14,217,656)
                                                       -------------       -------------

                                                          (3,799,175)         (3,130,445)

                                                       -------------       -------------

                                                             164,012             266,299

                                                       =============       =============
</TABLE>


         See condensed notes to interim consolidated financial statement

                                                                               2
<PAGE>

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

                                                          2006             2005

                                                            $                $

REVENUE                                                      -           10,580

Cost and goods sold                                          -            8,142
                                                   -----------      -----------

GROSS PROFIT                                                 -            2,438
                                                   -----------      -----------


OPERATING EXPENSES
  Stock-based compensation (Note 5)                     53,320                -
  General and administration                           146,942          621,490
  Interest                                              77,876           40,428
  Management salaries                                  100,000          100,000
  Amortization                                           9,923           15,071
                                                   -----------      -----------

TOTAL OPERATING EXPENSES                               388,061          776,989
                                                   -----------      -----------


OPERATING LOSS                                        (388,061)        (774,551)

    Interest income                                         68               49
    Beneficial Conversion Cost expensed (note 4)       (37,686)        (139,261)
    Discount on warrants expensed (note 4)             (56,764)        (209,760)
                                                   -----------      -----------

LOSS BEFORE INCOME TAX                                (482,443)      (1,123,522)

    Income tax                                              77              527
                                                   -----------      -----------
NET LOSS                                              (482,520)      (1,124,050)
                                                   ===========      ===========

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

Weighted average shares outstanding                 45,199,657       38,232,305
                                                   ===========      ===========




        See condensed notes to interim consolidated financial statements.

                                                                               3
<PAGE>

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

                                                        2006               2005

                                                          $                  $

REVENUE                                                      -           14,657

Cost and goods sold                                          -            9,741
                                                   -----------      -----------

GROSS PROFIT                                                 -            4,916
                                                   -----------      -----------


OPERATING EXPENSES
  Stock-based compensation (Note 5)                    106,640                -
  General and administration                           397,896        1,181,036
  Interest                                             125,739           78,575
  Management salaries                                  200,000          200,000
  Amortization                                          19,570           29,821
                                                   -----------      -----------

TOTAL OPERATING EXPENSES                               849,845        1,489,432
                                                   -----------      -----------


OPERATING LOSS                                        (849,845)      (1,484,516)

    Interest income                                        127               67
    Beneficial Conversion Cost expensed (note 4)      (106,836)        (156,095)
    Discount on warrants expensed (note 4)            (160,920)        (235,116)
    Convertible term notes issue expense                     -         (190,705)
                                                   -----------      -----------

LOSS BEFORE INCOME TAX                              (1,117,474)      (2,066,365)

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

NET LOSS                                            (1,117,551)      (2,066,892)
                                                   ===========      ===========

Loss per share, basic and diluted                        (0.03)           (0.05)
                                                   ===========      ===========

Weighted average shares outstanding                 44,324,825       38,169,098
                                                   ===========      ===========


        See condensed notes to interim consolidated financial statements.

                                                                               4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                              2006            2005

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

    Net loss                                                            (1,117,551)     (2,066,892)
    Items not requiring an outlay of cash:
         Amortization                                                       19,570          29,821
         Beneficial conversion cost expensed (note 4)                      106,836         156,095
         Discount on warrants expensed (note 4)                            160,920         235,116
         Stock-based compensation                                          106,640               -
         Issue of shares for professional services (note 6)                125,000               -
         Issue of shares in lieu of interest on term notes (note 4)              -             847
         Decrease in accounts receivable                                    59,408           7,991
        (Increase) in prepaid expenses and deposits                         (5,503)         (1,942)
         Increase in accounts payable and accrued liabilities              336,487         324,056
         Interest portion of promissory notes                              111,602             -
         Interest portion of shareholders loans                             16,299             -
                                                                        ----------      ----------

NET CASH USED IN OPERATING ACTIVITES                                       (80,291)     (1,314,908)
                                                                        ----------      ----------


CASH FLOWS FROM FINANCING ACTIVITIES

    Repayment of long-term debt                                                  -         (25,635)
    Proceeds from promissory note payable                                        -          81,554
    Repayment of loan from a shareholder                                         -         (30,000)
    Proceeds from loan from shareholders                                    54,836          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                             54,836       1,397,794
                                                                        ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property, plant and equipment                                    -          (8,981)
                                                                        ----------      ----------

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                      -          (8,981)
                                                                        ----------      ----------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES                           (12,177)        (16,595)
                                                                        ----------      ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    FOR THE PERIOD                                                         (37,632)         57,310

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                     9,109          74,473
                                                                        ==========      ==========
</TABLE>

        See condensed notes to interim consolidated financial statements.


                                                                               5
<PAGE>

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

(UNAUDITED)

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

<S>                                        <C>          <C>       <C>         <C>          <C>           <C>             <C>
Balance as of December 31, 2004            38,105,189   38,105    3,250,000   9,111,045    (10,394,753)  (4,637,178)     (201,433)
                                                                  ---------                              ----------
                                               27,500       28                    6,848
Exercise of stock options

Issue of shares on conversion of
    convertible notes                         450,370      450                  151,550
Issue of shares in lieu of interest on
    convertible notes                           2,512        3                      845
Beneficial conversion for notes                                                 508,730
Fair value of warrants issued                                                   766,270
Issue of shares on conversion of
    convertible notes                         873,261      873                  165,730
Issue of shares for professional services   2,700,000    2,700                  537,300
Issue of shares on conversion of
    convertible notes                       1,097,015    1,096                  117,827
Issue of shares for professional services      50,000       50                    9,950
Foreign currency translation                                                                               (130,756)     (130,756)
Net loss for the year                                                                      (3,822,903)   (3,822,903)
                                           -----------------------------------------------------------------------------------------
Balance at December 31, 2005               43,305,847   43,305    3,250,000  11,376,095   (14,217,656)   (3,953,659)     (332,189)
                                                                                                         -----------
Issue of shares on conversion of
    convertible notes                       2,259,297    2,259                  303,048
Issue of shares for professional services   1,000,000     1000                  124,000
Cancellation of shares issued for
    professional services                    (950,000)    (950)                     950
Stock-based compensation                                                        106,640
Foreign currency translation                                                                                (88,126)      (88,126)
Net loss for the period                                                                    (1,117,551)   (1,117,551)
Balance at June 30, 2006                   45,615,144   45,614    3,250,000  11,910,733   (15,335,207)   (1,205,677)     (420,315)
                                           ===================== ----------  =======================================================
</TABLE>


       See condensed notes to interim consolidated financial statements.

                                                                               6
<PAGE>

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

       1.  BASIS OF PRESENTATION

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

       2.  GOING CONCERN AND NATURE OF OPERATIONS

           a)   Going Concern

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

                These include:

                   1)   Recurring operating losses
                   2)   Stockholders deficiency
                   3)   Working Capital deficiency
                   4)   Non renewal of intellectual property licenses

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

                   1)   Expanding its customer base

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

                   3)   Implementation of cost-cutting measures

                   4)   Renegotiating the terms of its payables


           b) Nature of operations

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

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


                                                                               7
<PAGE>

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


           b) Nature of operations-cont'd

           The Company  released one product to the market in 2004.  The Company
           has also revised the product development plan based on the market and
           the current  funding and  resources  situation.  These  products  are
           focused on the network interface semiconductor integrated circuits.

           Product 1 - Gigabit Network interface chip. The Company released this
           network  interface  chip in the second  quarter of 2004.  The chip is
           being tested by the potential  customers . A network  interface  card
           (NIC) is also produced using this Gigabit Network interface chip.

           Product 2 - Dual Channel Gigabit network  interface chip.  Management
           is marketing this product primarily to network card manufacturers who
           are marketing  products  geared  toward the  enterprise  market.  The
           Company plans to release this product in the third quarter of 2006.

           Product 3 - iSCSI  storage  chip.  This  product will be targeted for
           high  performance  and cost  sensitive  market.  Management  plans to
           market this  product  primarily  to network  card and storage  server
           manufacturers who are marketing products geared toward the enterprise
           market.  The Company plans to release this product towards the end of
           the first quarter of 2007.

       3.  CONTINGENCIES

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

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

           Management  is unable to  determine  the  likelihood  of this penalty
           materializing  as at June 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.  The  company  is unaware of such fees as there was no
           agreement on acceptance of this fee.  Management is negotiating  with
           Concord Idea and no  agreement  has been  finalized  and agreed to by
           both parties.

                                                                               8
<PAGE>

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


       4.  CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS

           On March 21, 2005,  the Company  entered  into a Securities  Purchase
           Agreement,  dated as of March 21, 2005,  by and among the Company and
           Alpha Capital  ("Alpha"),  Platinum  Partners Value Arbitrage Fund LP
           ("Platimum"), Nite Capital, Ltd. ("Nite") and Whalehaven Capital Fund
           Limited  ("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
JUNE 30, 2006
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


           4. CONVERTIBLE TERM NOTES AND DETACHABLE STOCK WARRANTS-CONT'D

           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.

           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.

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

           Convertible debt                                          $1,275,000

           Less: Converted into common shares                        ($ 742,834)

           Less: Unamortized beneficial conversion cost                 ($7,346)

           Less: Unamortized discount on warrants                      ($11,067)
                                                                     ----------

            As per Balance Sheet                                       $513,753
                                                                     ==========


           5. STOCK BASED COMPENSATION

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

                                                                              10
<PAGE>

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


       5.  STOCK BASED COMPENSATION-CONT'D

           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 six
           months ended June 30, 2005 would be as follows:

<TABLE>
<CAPTION>
                                                                         Three Months Ended        Six Months Ended
                                                                           June 30, 2005             June 30, 2005
                                                                         ------------------        ----------------

<S>                                                                        <C>                      <C>
           Net Loss-as reported                                            $  (1,124,050)           $  (2,066,892)
           Proforma stock-based compensation expense-as
           If grant date fair value had been applied to all
           Stock -based payment awards                                     $           -            $           -

                                                                           -------------            -------------
           Net loss-proforma for stock based compensation expense          $  (1,124,050)           $  (2,066,892)
                                                                           -------------            -------------

           Net loss per share-basic, as reported                           $       (0.03)           $       (0.05)

           Net loss per share-basic, proforma for stock- based
           Compensation expense                                            $       (0.03)           $       (0.05)
</TABLE>


           As of June 30,  2006  there  was  $639,841  of  unrecognized  expense
           related to non-vested stock-based compensation  arrangements granted.
           The financial  statements  for the three months and six months period
           ended June 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 six month
           period ended June 30, 2006 was $ 53,320 and $106,640 respectively.

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

                                                                              11
<PAGE>

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


       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.

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

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

       7.  PROMISSORY NOTE PAYABLE

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

       8.  LETTER OF INTENT

           On April 24,  2006,  we entered  into a non binding  Letter of Intent
           with Zhejiang  Figersense  Communication  Technology  Company Limited
           ("Zhejiang Figersense") to enter into a definitive agreement with the
           shareholders  of Perfisans  pursuant to which  Perfisans will acquire
           from  Zhejiang  Figersense   shareholders  100%  of  the  issued  and
           outstanding share capital of Zhejiang  Figersense in exchange for the
           issuance of Perfisans  common  shares in an amount to be  determined.
           The  Company  is still  doing  its due  diligence  and no  definitive
           agreement has as of yet been concluded.

                                                                              12
<PAGE>

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

       9.  SUBSEQUENT EVENTS

           In July, 2006 a total of $87,385 of the  convertible  term notes were
           converted  into common stock.  The  conversions  were done at average
           price of $0.117  (rounded)  per common  share  which  resulted in the
           issue of an additional 748,273 of common shares.

           In July 2006,  the company  issued  2,000,000  common  shares  valued
           @$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.

                                                                              13
<PAGE>

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


FORWARD-LOOKING STATEMENTS

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

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

OVERVIEW

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


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


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

PLAN OF OPERATIONS

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

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

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

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


14
<PAGE>

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

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

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

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

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

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

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

iSCSI storage chip - This product will be targeted for high performance and cost
sensitive markets.  Management plans to market this product primarily to network
card  manufacturers  who are marketing  products  geared  toward the  enterprise
market. The Company plans to release this product beginning of 2007.

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

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

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

                                                                              15
<PAGE>

earns  commissions  on sales of our  chips.  In disti  mode,  the disti buys and
resells our chips and maintains local inventories. The current industry trend is
for reps and distis to be combined in one company.

Our sales costs are:

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

o The commission that has to be paid for the reps which will be pegged at 10% to
  15% of the selling price, and

o The  costs of  locally  based  support  staffs as  determined  by the needs of
  penetrating and maintaining specific strategic customers.

We have signed up distributors in Canada, the US and China. In addition, we have
identified  Taiwan  and China as key  regions  and will  continue  to search for
appropriate  candidates  for the  distribution  of our  products  in  these  two
geographical   areas.   Our  Marketing  and  Product   Development   teams  have
collaborated on the planning of our new product roadmap,  and sales and business
development activity will be synchronized with the product introduction plans.

Despite having limited revenue since  inception,  we believe that our management
has  developed  a  business  plan  that,  if  successfully  implemented,   could
substantially   improve  the   Company's   operational   results  and  financial
conditions.  The  adequacy  of cash  resources  over the next  twelve  months is
primarily  dependent on its operating results and the ability to obtain proceeds
from the sales of securities. The projected cash requirement for the next twelve
months will be $5 million.

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

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

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

On April 24,  2006,  we have  entered  into a non binding  Letter of Intent with
Zhejiang   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.

RESULTS OF OPERATION FOR PERFISANS HOLDINGS, INC.

We have  reported no revenue  (prior  year first  quarter  $10,580)  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 June 30,
2006, from $776,989 to $388,061 or 50% 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 June
30, 2006,  from  $621,490 to $146,942 or 76% from the  corresponding  prior year
period, primarily as a result of the decrease in operations.

16
<PAGE>

Promissory  note in the amount of $731,615 bears interest at 3% per month,  with
principal  and interest  payable at June 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 three months ended June 30, 2006, net cash used in operating  activities
amounted to $80,291,  as compared to $1,314,908 for the same period in the prior
year. The decrease in cash  requirements  for operating  activities is primarily
the result of decrease in operating and overhead expenses.

In March 2004, we borrowed $250,000 from an unaffiliated  lender. The loan bears
interest  at 2% per month and is payable on July 3, 2004 or upon our  receipt of
at least  $4,000,000 of proceeds from the sale of stock.  In October 30, 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 $731,615 bears
interest at 3% per month,  with principal and interest payable at June 30, 2006.
Management  is working on the new terms.  The new terms have not been  finalized
and agreed to by both  sides.  We are now in the process of  extending  the loan
period. We intend to repay such loans out of proceeds from the sale of stock.

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

At June 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 June 30, 2006 are as follows:

PAYMENTS DUE BY END OF PERIOD

--------------------------- ------------ -------------- ------------- ---------
CONTRACTUAL OBLIGATIONS         TOTAL     LESS THAN 1     AFTER 1-3       3-5
                                              YEAR          YEARS        YEARS
--------------------------- ------------ -------------- ------------- ---------
BUILDING LEASES                 $97,350        $19,470       $77,880        --
--------------------------- ------------ -------------- ------------- ---------
EQUIPMENT LEASES                     --             --            --        --
--------------------------- ------------ -------------- ------------- ---------
CONVERTIBLE TERM NOTE          $532,165       $532,165            --        --
--------------------------- ------------ -------------- ------------- ---------
PROMISSORY NOTE                $731,615       $731,615            --        --
--------------------------- ------------ -------------- ------------- ---------
TOTAL                        $1,361,130     $1,283,250       $77,880        --
--------------------------- ------------ -------------- ------------- ---------


RECENT ACCOUNTING PRONOUNCEMENTS:

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standards No. 123 (Revised 2004), "Share-Based
Payment"  (SFAS  123  (R)).  SFAS  123  (R)  requires   companies  to

                                                                              17
<PAGE>

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

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

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

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

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

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

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

18
<PAGE>

CRITICAL ACCOUNTING POLICIES

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

We  believe  the  following  critical   accounting   policies  affect  the  more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

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

SOFTWARE DEVELOPMENT COSTS

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

ITEM 3.  CONTROLS AND PROCEDURES

Based on an evaluation  as of the date of the end of the period  covered by this
Form  10-QSB,  our Chief  Executive  Officer and  Principal  Accounting  Officer
conducted an evaluation of the  effectiveness of the design and operation of our
disclosure controls and procedures,  as required by Exchange Act Rule 13a-15(e).
Based on that evaluation,  our Chief Executive Officer and Principal  Accounting
Officer concluded that our disclosure  controls and procedures were effective to
ensure that  information  required to be  disclosed by us in the reports that we
file or submit under the Exchange Act is  recorded,  processed,  summarized  and
reported within the time periods specified by the SEC's rules and forms.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that
occurred during the period covered by this report that have materially affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.

Limitations on the Effectiveness of Controls

We believe that a control system, no matter how well designed and operated,  can
provide only reasonable  assurance that the objectives of the control system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.

                                                                              19
<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.

20

<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.


August 14, 2006                          By: /s/ To-Hon Lam
                                             ---------------

                                         To-Hon Lam
                                         Chief Executive Officer and Principal
                                         Accounting Officer



                                                                              21