8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                          MAY 3, 2006 (APRIL 24, 2006)
                Date of Report (Date of earliest event reported)

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


        MARYLAND              000-23689                     91-1869317
        --------              ---------                     ----------
(State of Incorporation)      (Commission File Number)      (IRS Employer
                                                             Identification No.)

         7828 Kennedy Road, Unit #201, Markham, Ontario           L3R 5P1

            (Address of principal executive offices)              (zip code)

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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)


|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)


|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))


|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:

This Form 8-K contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include
statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements which are other
than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, product and service
demand and acceptance, changes in technology, economic conditions, the impact of
competition and pricing, government regulation, and other risks defined in this
document and in statements filed from time to time with the Securities and
Exchange Commission. All such forward-looking statements, whether written or
oral, and whether made by or on our behalf, are expressly qualified by the
cautionary statements and any other cautionary statements which may accompany
the forward-looking statements. In addition, we disclaim any obligation to
update any forward-looking statements to reflect events or circumstances after
the date hereof.

ITEM 8.01 OTHER EVENTS

On April 24, 2006, Perfisans Holdings, Inc. ("Perfisans") entered into a non
binding Letter of Intent (the "Letter") 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.

A copy of the Letter of Intent is attached hereto as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)    Exhibit

10.1   Letter of Intent dated April 24, 2006



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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.

                                              STEELCLOUD, INC.

                                         By:  /s/ TO-HON LAM
                                              ---------------------
                                              To-Hon Lam, President

May 3, 2006



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                                  EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION

  10.1         Letter of Intent dated April 24, 2006

EX-10.1

                                                                    CONFIDENTIAL

PRIVILEGED AND CONFIDENTIAL

LETTER OF INTENT
APRIL 24, 2006
DEAR CHIEF EXECUTIVE OFFICER

We are  pleased to  submit  this  letter of intent  (this  "Letter  of  Intent")
reflecting the proposal of ZHEJIANG FIBERSENSE  COMMUNICATION TECHNOLOGY COMPANY
LIMITED  ("MGER") to enter into a  definitive  agreement  (the  "Share  Exchange
Agreement"),  with the shareholders of PERFISANS HOLDINGS ("MGEE"),  pursuant to
which  MGEE will  acquire  from the MGER  Shareholders  100% of the  issued  and
outstanding  share capital of MGER (the  "Capital") in exchange for the issuance
of MGEE shares (the "Common Shares")  necessary to represent  approximately TBD%
of the issued  outstanding  stock of MGEE on a fully diluted  basis  immediately
following the closing (as defined below) of the transaction contemplated.

The Share Exchange Agreement will encompass the following terms:

1.   EXCHANGE OF SHARES; ESCROW. The MGER Shareholders will deliver to MGEE 100%
     of the Capital of MGER in exchange  for TBD% of the issued and  outstanding
     shares of MGEE, calculated on a fully diluted basis and after giving effect
     to the share exchange.

2.   TERMS OF SHARE  EXCHANGE  AGREEMENT.  The parties  shall  negotiate in good
     faith  to  reach  agreement  on  a  reasonably  acceptable  Share  Exchange
     Agreement,  to  be  drafted  by  counsel  for  MGER,  containing  customary
     covenants,    representations,    warranties,   indemnities,   non-compete,
     non-solicitation,  anti-dilution and other provisions,  it being understood
     however that any shares of MGEE Common Stock issued between the date hereof
     and the closing to  directors  and  officers of MGEE will have an unlimited
     indemnity  from the  issues  thereof.  The Share  Exchange  Agreement  will
     provide that (a) immediately  following the Closing (as defined below), the
     name of MGEE will be  changed to reflect  the nature and  character  of the
     business of MGER, (b) as soon as practical following the Closing, MGER will
     seek to list its securities on either the AMEX or NASDAQ exchange.

3.   CONDITIONS TO CLOSING.  The closing of the Share  Exchange  Agreement  (the
     "Closing")

     (a)  MGEE will have maintained its listing status.

     (b)  MGER shall  represent  within the Share  Exchange  Agreement  that the
          un-audited  financial  statements of PLGL for March 31, 2006 have been
          prepared.

     (c)  MGEE  insider  shareholders  shall have  executed  a  mutually  agreed
          leak-out   agreement   with   respect   to  sales  of  common   shares
          post-Closing.

4.   EXPENSES.  Each  party  will  pay  its own all  fees of its  legal  counsel
     associated  with the  Exchange,  including the  drafting,  preparation  and
     negotiation  of the  Share  Exchange  Agreement  and  all  other  necessary
     documentation.

5.   ACCESS.  Each party shall  provide to the other party  access to its books,
     records,  financial  statements and other  information as may reasonably be
     necessary for the other party to complete its due diligence.

6.   NO-SHOP. MGER contemplates the expenditure of substantial time and money in
     connection  with the  preparation  and  negotiation  of the Share  Exchange
     Agreement  and  the  due  diligence  required  thereby.  Accordingly,  upon
     execution  of this  Letter of  Intent  and for a period of 60 days from the
     date hereof (the "No-Shop Period"),  neither party, directly or indirectly,
     through any  representative  or otherwise will solicit or entertain  offers
     from,  negotiate  with  or in any  manner  encourage,  discuss,  accept  or
     consider the proposal of any other person  relating to the  acquisition  of
     the stock of either party or business, in whole or in part, whether through
     direct  purchase,  merger,  consolidation  or  other  business  combination
     without  the  written  consent  of the other  party.  The  parties  further
     represent  and  warrant  that there are no existing  letters of intent,  or
     other agreements to which either MGER or MGEE are bound with respect to the
     sale of the Company,  the stock of the Company or substantially  all of its
     assets or that conflict with any of the foregoing transactions.



                                                                    CONFIDENTIAL


7.   GOVERNING  LAW. This Letter of Intent shall be  interpreted,  construed and
     enforced in accordance with the laws of New York,  without giving effect to
     its rule or  principles  governing  conflicts of laws that would compel the
     application of the substantive law of any other jurisdiction.

8.   BINDING  CONSENT.  While it is understood that this Letter of Intent,  with
     the  exception of the Section 6, does not  constitute  a binding  agreement
     between the parties,  it does set forth the  understanding in principle and
     the present  intention of the parties to enter into a definitive  agreement
     providing  for the  above  understandings  upon the  terms  and  conditions
     mutually acceptable to the parties.

9.   TERMINATION. This Letter of Intent may be terminated:

     (a)  By mutual written consent of the parties;

     (b)  Upon execution by the parties of the Share Exchange Agreement;

     (c)  Upon  written  notice  by any  party  that  the due  diligence  is not
          satisfactory; or

     (d)  Upon  written  notice  by any  party to the  other  party if the Share
          Exchange  Agreement has not been executed  prior to the  expiration of
          the No-Shop  Period;  provided,  however,  that the termination of the
          binding  provisions  shall not  affect the  liability  of any party of
          breach of any of the binding provisions prior to the termination. Upon
          termination, the parties shall have no further obligations hereunder.

If the above  meets with your  approval  in  principle,  please so  indicate  by
returning to us one fully executed copy of this Letter of Intent.  The Letter of
Intent  shall be null and void if it is not executed and received by the parties
on or before APRIL 28, 2006, at 8:00 p.m. Pacific Time.




                                 Very truly yours,


                                 ZHEJIANG FIBERSENSE COMMUNICATION TECHNOLOGY
                                 COMPANY LIMITED (MGER)



                                 By:    /s/ Joe Lin
                                    ----------------------------------
                                 Name:  Joe Lin
                                 Title: Chairman, F&P Holdings


Accepted and Agreed:             PERFISANS HOLDINGS INC. (MGEE)


                                 By:    /s/ To Hon Bam
                                    ----------------------------------
                                 Name:  To Hon Bam
                                 Title: CEO


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