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, 2004 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.)
---------------------------------- ---------------------------------------------


                4118 14TH AVE., UNIT #4, MARKHAM, ONTARIO L3R 0J6
                    (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 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 15, 2004 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................................................   1

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations...........................................  11

Item 3. Controls and Procedures.............................................  14


PART II - OTHER INFORMATION


Item 1. Legal Proceedings...................................................  15

Item 2. Changes in Securities...............................................  15

Item 3. Defaults Upon Senior Securities.....................................  15

Item 4. Submission of Matters to a Vote of Security Holders.................  15

Item 5. Other Information...................................................  15

Item 6. Exhibits and Reports on Form 8-K....................................  15


SIGNATURES..................................................................  16

<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


Certain  statements  contained  herein  including,   without  limitation,  those
concerning  (i) the strategy of Perfisans  Holdings,  Inc.  ("Perfisans"),  (ii)
Perfisans'  expansion plans and (iii) Perfisans' capital  expenditures,  contain
forward-looking  statements (within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act")  concerning  Perfisans'
operations,   economic  performance  and  financial   condition.   Because  such
statements involve risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Factors that
could cause such  differences  include,  but are not limited to, those discussed
under the caption  "Management's  Discussion and Analysis of Financial Condition
and Results of  Operations."  Perfisans  undertakes  no  obligation  to publicly
release the result of any revisions to these forward-looking statements that may
be made to reflect any future events or circumstances.

<PAGE>


                          PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS




                            PERFISANS HOLDINGS, INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)



                                TABLE OF CONTENTS


Interim Consolidated Balance Sheets as of September 30, 2004
    and December 31, 2003                                                  1 - 2

Interim Consolidated Statements of Operations for the three months
    ended September 30, 2004 and 2003                                          3

Interim Consolidated Statements of Operations for the nine months
    ended September 30, 2004 and 2003                                          4

Interim Consolidated Statements of Cash Flows for the nine months
    ended September 30, 2004 and 2003                                          5

Interim Consolidated Statements of Changes in Stockholders'
    Equity (Deficiency) for the nine months ended September 30, 2004
    and for the year ended December 31, 2003                                   6

Notes to Interim Consolidated Financial Statements                        7 - 10

<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                   September 30,    December 31,
                                                            2004            2003

                                                             $               $

                                     ASSETS
CURRENT ASSETS

    Cash and cash equivalents                            229,841         484,848
    Accounts receivable                                  191,279          46,034
    Prepaid expenses and deposits                         30,320          62,665
    Inventory                                            344,828              --
                                                    ------------    ------------

                                                         796,268         593,547

PROPERTY, PLANT AND EQUIPMENT                            221,997         209,220

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














                                                       1,018,266         802,768
                                                    ============    ============


                  The accompanying notes are an integral part
              of these 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, 2004 AND DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                September 30,      December 31,
                                                         2004              2003

                                                           $                $

                                   LIABILITIES

CURRENT LIABILITIES

    Accounts payable and accrued liabilities           769,780          302,325
    Bank Indebtedness                                   27,705           39,851
    Promissory note payable                            250,000               --
                                                  ------------     ------------

                                                     1,047,485          342,176

LOAN FROM A SHAREHOLDER                                352,395          264,767
                                                  ------------     ------------

                                                     1,399,880          606,943
                                                  ------------     ------------

                        STOCKHOLDERS' EQUITY (DEFICIENCY)

CAPITAL STOCK                                           38,095           37,660

COMMON STOCK SUBSCRIBED                              3,250,000               --

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

ADDITIONAL PAID - IN CAPITAL                         7,031,738        6,117,173

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)         (123,263)         (94,459)

DEFICIT                                             (7,328,184)      (5,864,549)
                                                  ------------     ------------

                                                      (381,614)         195,825
                                                  ------------     ------------

                                                     1,018,266          802,768
                                                  ============     ============


                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                                                               2
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                          2004             2003

                                                           $                $

REVENUE                                                  4,659               --

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

GROSS PROFIT                                               483               --
                                                  ------------     ------------

OPERATING EXPENSES

  Stock-based compensation                                  --          397,397
  General and administration                           773,334          321,968
  Interest                                                 354              582
  Management salaries                                  100,000           50,000
  Amortization                                          19,351           51,801
                                                  ------------     ------------

TOTAL OPERATING EXPENSES                               893,039          821,748
                                                  ------------     ------------

OPERATING LOSS                                        (892,556)        (821,748)

    Interest income and research and
         development tax refund                        225,781            1,026
                                                  ------------     ------------

NET LOSS                                              (666,775)        (820,722)
                                                  ============     ============

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

Weighted average shares outstanding                 37,967,689       32,942,967
                                                  ============     ============


                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                                                               3
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                          2004             2003

                                                           $                $

REVENUE                                              1,036,981               --

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

GROSS PROFIT                                            75,844               --
                                                  ------------     ------------

OPERATING EXPENSES

  Stock-based compensation                                  --          397,397
  General and administration                         1,660,990          480,833
  Interest                                               1,134            1,788
  Management salaries                                  200,000          150,000
  Amortization                                          50,316           66,998
                                                  ------------     ------------

TOTAL OPERATING EXPENSES                             1,912,440        1,097,016
                                                  ------------     ------------

OPERATING LOSS                                      (1,836,596)      (1,097,016)

    Interest income and research and
         development tax refund                        372,961            1,144
                                                  ------------     ------------

NET LOSS                                            (1,463,635)      (1,095,872)
                                                  ============     ============

Loss per share, basic and diluted                        (0.04)           (0.03)
                                                  ============     ============

Weighted average shares outstanding                 37,762,689       32,942,967
                                                  ============     ============


                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                                                               4
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                          2004             2003

                                                          $                $
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                         (1,463,635)      (1,095,872)
   Items not requiring an outlay of cash:
      Amortization                                      50,316           66,998
      Issue of shares for professional services        120,000            7,000
      Management salaries contributed                  100,000          150,000
      Stock-based compensation                              --          397,397
      Increase in accounts receivable                 (139,285)          (7,511)
      (Increase) Decrease in prepaid expenses
         and deposits                                   32,371          (19,146)
      Increase in accounts payable and
         accrued liabilities                           441,019          140,244
      Increase in inventory                           (327,552)              --
                                                  ------------     ------------

NET CASH USED IN OPERATING ACTIVITES                (1,186,766)        (360,890)
                                                  ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Repayment of bank loans                             (11,294)         (16,080)
   Proceeds from promissory note payable               250,000               --
   Proceeds from (Repayment of) loan from
      a shareholder                                     76,281         (109,258)
   Proceeds from issuance of shares
      (net of share issue costs)                       695,000        1,306,100
                                                  ------------     ------------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES      1,009,987        1,180,762
                                                  ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of property, plant and equipment           (56,943)         (22,174)
                                                  ------------     ------------

NET CASH FLOWS USED IN INVESTING ACTIVITIES            (56,943)         (22,174)
                                                  ------------     ------------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES       (21,285)              89
                                                  ------------     ------------

NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS FOR THE YEAR                           (255,007)         797,787

   Cash and cash equivalents, beginning of period      484,848           28,188
                                                  ------------     ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD               229,841          825,975
                                                  ============     ============


                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                                                               5
<PAGE>


PERFISANS HOLDINGS, INC.
INTERIM CONSOLIDATED  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND FOR THE YEAR ENDED DECEMBER 31,
2003 (AMOUNTS EXPRESSED IN US DOLLARS) (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                                           Class A
                                               Common                                                                  convertible
                                                stock     Common        Class A     Class A       Class B    Class B    preference
                                            number of      Stock      number of      shares     Number of     shares     number of
                                               shares     amount         shares      amount        shares     amount        shares
                                          ===========    =======    ===========    ========    ==========    =======    ==========
                                                            $                          $                        $
<S>                                        <C>            <C>       <C>            <C>         <C>           <C>        <C>
Balance as of December 31, 2002                    --         --     21,350,000         195     1,475,005     43,515     4,462,500

Issuance of Class B shares for services            --         --             --          --       110,000      7,000            --

Issuance of Class A convertible
  preference shares for services                   --         --             --          --            --         --       600,000

Issuance of Class A shares as payment
  for raising capital                              --         --      1,142,500          --            --         --            --

Issuance of Class A convertible
  preference shares as payment for
  raising capital                                  --         --             --          --            --         --       532,792

Issuance of Class A shares for cash                --         --      1,500,000     744,598            --         --            --

Issuance of Class A convertible
  preference shares for cash                       --         --             --          --            --         --     1,770,170

Recapitalization pursuant to
  reverse acquisition                      37,786,519     37,786    (23,992,500)   (744,793)   (1,585,005)   (50,515)   (7,365,462)

Cancellation of Common stock                 (126,330)      (126)            --          --            --         --            --

Management salaries contributed                    --         --             --          --            --         --            --

Stock-based compensation                           --         --             --          --            --         --            --

Foreign currency translation                       --         --             --          --            --         --            --

Net loss for the year                              --         --             --          --            --         --            --
                                          -----------    -------    -----------    --------    ----------    -------    ----------
Balance as of December 31, 2003            37,660,189     37,660             --          --            --         --            --

Issue of shares                               435,000        435             --          --            --         --            --

Capital stock subscribed                           --         --             --          --            --         --            --

                                                   --         --             --          --            --         --            --
Management salaries contributed

Foreign currency translation                       --         --             --          --            --         --            --

Net loss for the period                            --         --             --          --            --         --            --
                                          -----------    -------    -----------    --------    ----------    -------    ----------
Balance as of September 30, 2004           38,095,189     38,095             --          --            --         --            --
                                          ===========    =======    ===========    ========    ==========    =======    ==========


<CAPTION>
                                                                                                          Accumulated
                                              Class A                                                           other
                                          convertible                                                         compre-
                                           preference       Common  Additional                                hensive
                                               shares        stock     paid-in              Comprehensive      income
                                               amount   subscribed     capital      Deficit          loss      (loss)
                                           ==========    =========   =========   ==========    ==========    ========
                                                $            $           $            $               $          $
<S>                                        <C>           <C>         <C>         <C>           <C>           <C>
Balance as of December 31, 2002             2,133,000           --   1,330,575   (3,978,846)           --       1,531

Issuance of Class B shares for services            --           --          --           --            --          --

Issuance of Class A convertible
  preference shares for services              360,000           --          --           --            --          --

Issuance of Class A shares as payment
  for raising capital                              --           --          --           --            --          --

Issuance of Class A convertible
  preference shares as payment for
  raising capital                                  --           --          --           --            --          --

Issuance of Class A shares for cash                --           --          --           --            --          --

Issuance of Class A convertible
  preference shares for cash                  938,553           --          --           --            --          --

Recapitalization pursuant to
  reverse acquisition                      (3,431,553)          --   4,189,074           --            --          --

Cancellation of Common stock                       --           --         126           --            --          --

Management salaries contributed                    --           --     200,000           --            --          --

Stock-based compensation                           --           --     397,398           --            --          --

Foreign currency translation                       --           --          --           --       (95,990)    (95,990)

Net loss for the year                              --           --          --   (1,885,703)   (1,885,703)         --
                                           ----------    ---------   ---------   ----------    ----------    --------
Balance as of December 31, 2003                    --           --   6,117,173   (5,864,549)   (1,981,693)    (94,459)
                                                                                               ----------
Issue of shares                                    --           --     814,565           --            --          --

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

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

Foreign currency translation                       --           --          --           --       (28,804)    (28,804)

Net loss for the period                            --           --          --   (1,463,635)   (1,463,635)         --
                                           ----------    ---------   ---------   ----------    ----------    --------
Balance as of September 30, 2004                   --    3,250,000   7,031,738   (7,328,184)   (1,492,439)   (123,263)
                                           ==========    =========   =========   ==========    ==========    ========
</TABLE>


                  The accompanying notes are an integral part
              of these interim consolidated financial statements.

                                                                               6
<PAGE>


PERFISANS HOLDINGS, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


     1.   NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying  unaudited interim consolidated  financial statements
          have been prepared in accordance  with the  instructions  to Form 10-Q
          and do not  include  all the  information  and  footnotes  required by
          generally  accepted  accounting  principles  in the  United  State  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
          indicated  of the  results  that may be  expected  for the year  ended
          December 31, 2004. Interim consolidated financial statements should be
          read in conjunction  with the company's  annual  audited  consolidated
          financial statements.


     2.   SECURITIES EXCHANGE AGREEMENT AND REVERSE ACQUISITION

          On December 19, 2003, Griffin Industries, Inc. ("Griffin"), a publicly
          traded  company,  entered into a Securities  Exchange  Agreement  with
          Perfisans Networks Corporation,  a Canadian corporation ("Perfisans").
          In exchange for the acquisition of the 100% interest in Perfisans, the
          shareholders  of Perfisans  were issued a total of  32,942,967  Common
          shares  of  Griffin.   Following  the  share   exchange,   the  former
          shareholders  of  Perfisans  held  87.5% of the  37,660,189  shares of
          common stock of Griffin  outstanding at the time.  Consequently,  even
          though Griffin is the legal acquirer, this transaction will be treated
          as an acquisition of Griffin by Perfisans and as a recapitalization by
          Perfisans for accounting purposes.

           As part of this  transaction,  the  company  changed  its  name  from
           Griffin  Industries,  Inc. to Perfisans Holdings,  Inc.  Accordingly,
           these financial  statements are titled Perfisans  Holdings,  Inc. The
           comparative   financial  statements  are  those  of  Perfisans,   the
           accounting acquirer.


     3.   NATURE OF OPERATIONS AND GOING CONCERN

          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  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.

                                                                               7
<PAGE>


PERFISANS HOLDINGS, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

          Product 1 - Gigabit Network  interface chip. The Company released this
          network interface chip in the second quarter of 2004.

          Product 2 - Single chip 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
          plan to release this product in the first quarter of 2005.

          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  manufacturers  who are  marketing
          products  geared toward the  enterprise  market.  The Company plans to
          release this product towards the end of the third quarter of 2005.

          Despite having limited revenue since  inception,  the Company believes
          that  its  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 dollars.  The Company has 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 must secure the
          anticipated  requisite  remainder of $6 million  through  other means,
          such as sales of additional securities or other financing initiatives.


     4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   Inventory

               Inventory comprises of trading goods and  work-in-progress  items
               and is  recorded at the lower of cost and net  realizable  value.
               Cost is determined on the first-in, first-out basis.

          b.   Revenue Recognition

               Sales   represent  the  invoiced   value  of  goods  supplied  to
               customers.  Revenues are recognized  upon the passage of title to
               the  customers,  provided that the  collection of the proceeds of
               sales is reasonably assured.

                                                                               8
<PAGE>


PERFISANS HOLDINGS, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

     5.   INTELLECTUAL PROPERTY

                                                      June 30,     December 31,
                                                          2004             2003

                                                          $                $

          Intellectual property                        327,324          327,324
          Less:  Impairment write down                (327,323)        (327,323)
                                                  ------------     ------------

                                                             1                1
                                                  ============     ============

          Intellectual  property  represents licenses to use, modify and prepare
          derivative  works  of  licensors'  source  material.  Licenses  may be
          subject to annual and usage fees.  The terms of the licenses  continue
          indefinitely  unless  breached by the terms of the  agreements.  As at
          September  30,  2004 and  December  31,  2003,  the  Company had three
          licensing  agreements,  which it entered into  between  April 2002 and
          July 2002. These licenses are non-transferable,  non-sublicensable and
          royalty free. The Company must pay annual support and maintenance fees
          to the  licensors  to  maintain  the  terms of the  agreements.  These
          licenses give the Company the right to incorporate  licensor  software
          into the Company's  internally-developed  software and the products it
          is developing.

          Annual support and maintenance fees are expensed as they become due.

          The Company evaluates the recoverability of the intellectual  property
          and reviews the impairment on an annual basis and at any other time if
          events occur or  circumstances  change that would more likely than not
          reduce the fair value below its carrying amount utilizing the guidance
          of SFAS 142, "Goodwill and other Intangible  Assets".  Several factors
          are used to evaluate  the  intellectual  property,  including  but not
          limited to, management's plans for future operations, recent operating
          results and  projected  undiscounted  cash flows.  As at September 30,
          2004 and December 31, 2003,  significant  doubt exists with respect to
          the  recoverability  of  these  licenses.  Consequently,  intellectual
          property has been written-down to a nominal value of $1.

     6.   PROMISSORY NOTE PAYABLE

          Promissory note payable bears interest at 2% per month, with principal
          and interest  payable at the earlier of i) July 2004;  or ii) upon the
          Company's receipt of at least $4,000,000 in gross proceeds from public
          or private sale of the company's securities.  A renewal agreement with
          new  terms  has been  drafted  and is under  review  by the  Company's
          lawyer.

                                                                               9
<PAGE>


PERFISANS HOLDINGS, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

     7.   RELATED PARTY TRANSACTION

          Included in cost of sales are purchases of $143,200 from a shareholder
          of the Company in March 2004.


     8.   CONTINGENT LIABILITY

          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  as at September  30, 2004.  Any expense that may result
          from this penalty will be recognized in the period in which it becomes
          known.

     9.   Warrants and Options

          During the third quarter, the following warrants have been issued.

               a.   Trilogy Capital Partners,  LLC, 100,000 stock warrants at $1
                    were  issued on  September  17, 2004 with a term of 3 years.
                    This was for the work of the Company's Investor Relations.

               b.   Shingfat  International  Consulting  Inc.,  1,000,000  stock
                    warrants at $1 were issued on September 17, 2004 with a term
                    of 3 years. This was for the business and investor relations
                    and stock market consultations.

               c.   SBI USA, 600,000 stock warrants at $2 was issued on July 13,
                    2004  with a  3-year  term  as part  of the  stock  purchase
                    agreement filed pursuant to the SB2.

               d.   Sharp Idea Securities Co., Ltd,  250,000 stock warrants were
                    issued  on  July  1,  2004  at $2  with a  3-year  term  for
                    consultant  work on behalf of the Company in the development
                    and  execution  of  its  business  plan  and  assistance  in
                    marketing the products of the Company.

               e.   General  Resources  Company,  250,000  stock  warrants  were
                    issued  on  July  1,  2004  at $2  with a  3-year  term  for
                    marketing and business development in Taiwan.

               f.   The  Company  is  committed  to issuing  100,000  options or
                    warrants at $3 to its legal counsel.

                                                                              10
<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  "anticipate,"
"believe," "expect,  "plan," "intend," "seek,"  "estimate,"  "project," "could,"
"may,"  and  similar  expressions  are  intended  to  identify   forward-looking
statements.  Such statements  include  references to future  operations,  future
capital  expenditures,  future  net cash flow and other  measures  of  financial
performance.  As such, these statements  involve risks and  uncertainties  which
include,  without  limitation,  those relating to general  economic and business
conditions,  changes in foreign,  political,  social,  and economic  conditions,
regulatory initiatives and compliance with governmental regulations, our ability
to achieve  further market  penetration  and obtain  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,  our actual  results may vary  materially and adversely from those
anticipated,  believed,  estimated or  otherwise  indicated.  Consequently,  all
forward-looking  statements  made in this  Quarterly  Report on Form  10-QSB are
qualified by reference to these cautionary statements.

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.  ("Perfisans")  in  conjunction  with the reverse
acquisition.  We are the  surviving  entity for legal  purposes  and the Ontario
corporation is the surviving entity for accounting purposes.

Accordingly, the financial statements include the following:

          The  statements  of  operations  include the  operations  of Perfisans
Networks Corporation for the periods presented.

Pursuant to the acquisition,  all capital stock shares and amounts and per share
data were retroactively restated.

Our financial  statements  have been prepared with the assumption  that there we
can continue as a going  concern.  Our ability to continue as a going concern is
dependent on our ability to effect 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.

                                                                              11
<PAGE>


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

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

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

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

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

We  released  one  product  to the  market  in 2004.  The  product  is a network
interface chip. We  successfully  received a blanket order for one year from DBL
Technology  Co. Ltd.  in China.  The  product is under  evaluation  by our other
customers.

We 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.

Product 2 - Single chip 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 plan to release this product in
the first quarter of 2005.

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 manufacturers who are marketing products geared toward
the enterprise market. The Company plans to release this product towards the end
of the third quarter of 2005.

For the next twelve months,  the  engineering  team will be  concentrated on the
support and further  development of these chips.  The engineering team will also
work on the design aspect of future iSCSI products.

We have signed up  distributors in Canada,  US and China.  In addition,  we have
identified  Taiwan  and China as key  regions  and will  continue  to search for
appropriate  candidate  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.

                                                                              12
<PAGE>


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 dollars. 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.  We will have to
secure the  anticipated  requisite  remainder of $6 million through other means,
such as sales of additional securities or other financing initiatives.

For the next six  months,  we plan to spend  approximately  $250,000 in Computer
Aided  Design (CAD) tools.  A total of $500,000 is allocated  for  non-recurring
Engineering (NRE) Charges for development of the Semiconductor chips.

We plan to increase the total number of employees  from 22 to 26 in the next six
months. The addition will be in R&D, sales and marketing.

RESULTS OF OPERATIONS FOR PERFISANS HOLDINGS, INC.

We had minimal revenue  generated during this quarter.  This was due to the fact
that we allocated most of our marketing and sales  resources for our own product
in this quarter.  We have received a blanket order of approximately  one million
dollars from DBL Technology  Co. Ltd. in China.  The delivery of the products to
this  customer is  scheduled  to begin at first  quarter of 2005.  We are in the
process of securing more sales orders from other customers.

We have  reported  total  revenue of $4,659  with a profit of $483 for the three
month period ended September 30, 2004.

Total operating  expenses  increased for the three-month period ending September
30,  2004,  from  $821,748 to $893,039 or 9% from the  corresponding  prior year
period. This increase was primarily due to the increase in operating  activities
including SEC filings, auditing and legal services during the period.

General and  Administration  fees increased for the three month ending September
30, 2004,  from $321,968 to $773,334 or 140% from the  corresponding  prior year
period,  primarily  as a result  of the  increase  in  operations  and  overseas
activities.

Total  operating  expenses for the nine-month  period ending  September 30, 2004
increased from $1,097,016 to $1,912,440 or 74% from the corresponding prior year
period. This increase was primarily due to the increase in operating  activities
during the period.

General and  Administration  fees for the nine-month  ending  September 30, 2004
increased from $480,833 to $1,660,990 or 245% from the corresponding  prior year
period,  primarily  as a result  of the  increase  in  operations  and  overseas
activities.

We have issued  promissory notes for $250,000 as bridge financing at an interest
of 2% per month with principal and interest payable by July 25, 2004 or upon the
receipt of at least  $4,000,000  in gross  proceeds  from sale of the  company's
securities.  The loan is now past due and we are in the process of amending  the
agreement to extend the loan period until the end of December,  2004.  The terms
and  conditions  will be changed and the  agreement  is now under  review by our
lawyer.

During the first  quarter,  we  received  an  additional  loan  $107,250  from a
shareholder,  General  Resources  Company,  at an interest of 2% per month.  The
repayment date has not as yet been formalized.

                                                                              13
<PAGE>


OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:

Contractual obligations as of September 30, 2004 are as follows:

                          PAYMENTS DUE BY END OF PERIOD

------------------ ------------ ------------------ ----------------- -----------
 CONTRACTUAL
   OBLIGATIONS         TOTAL      LESS THAN 1 YEAR   AFTER 1-3 YEARS   3-5 YEARS
------------------ ------------ ------------------ ----------------- -----------
 BUILDING LEASES      $758,598           $156,951          $313,903    $287,744
------------------ ------------ ------------------ ----------------- -----------
 EQUIPMENT LEASES           --                 --                --          --
------------------ ------------ ------------------ ----------------- -----------
 LONG-TERM DEBT        $27,705            $15,853           $11,852          --
------------------ ------------ ------------------ ----------------- -----------
 SHORT-TERM DEBT      $250,000           $250,000                --          --
------------------ ------------ ------------------ ----------------- -----------
      TOTAL         $1,036,303           $422,804          $325,755    $287,744
------------------ ------------ ------------------ ----------------- -----------


RECENT ACCOUNTING PRONOUNCEMENTS:

In  January  2003,  the FASB  issued  Interpretation  No. 46,  Consolidation  of
Variable  Interest  Entities.  This  interpretation  clarifies rules relating to
consolidation  where  entities  are  controlled  by means  other than a majority
voting interest and instances in which equity investors do not bear the residual
economic  risks.  This  interpretation  is  effective  immediately  for variable
interest  entities  created  after  January  31, 2003 and for interim and annual
periods  beginning  after  December  15, 2003 for  interests  acquired  prior to
February 1, 2003. We currently have no ownership in variable  interest  entities
and,  therefore,  adoption of this standard currently has no financial reporting
implications.

In April  2003,  the FASB issued SFAS No. 149,  Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities.   The  statement  amends  and
clarifies accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging activities. This
statement is designed to improve  financial  reporting  such that contracts with
comparable  characteristics are accounted for similarly. The statement, which is
generally  effective for contracts entered into or modified after June 30, 2003,
is not  anticipated  to have a significant  effect on our financial  position or
results of operations.

In May 2003,  the FASB  issued 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. This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and is otherwise  effective at the beginning of the first interim
period  beginning  after June 15,  2003.  We  currently  have no such  financial
instruments  outstanding or under  consideration and therefore  adoption of this
standard currently has no financial reporting implications.


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.

                                       14
<PAGE>


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.


                            PART II OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

None.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

On July 1, 2004, we issued an aggregate of 2,060,000 shares of our common stock.
We issued 60,000 shares to Gersten, Savage,  Kaplowitz,  Wolf & Marcus, LLP, our
corporate  counsel,  for services  rendered and agreed to issue  1,000,000  such
shares to each of SBI Brightline  Consulting LLC and  Westmoreland  PFNC LLC for
cash  consideration  aggregating  $4,000,000.  We  have  received  $750,000  and
promissory notes for the remaining  $3,250,000,  but the notes have not yet been
paid;  consequently,  we will hold the certificates  evidencing ownership of the
2,000,000  shares until we have  received  payment in full. We believe the above
issuances were exempt from  registration  pursuant to the exemption  provided by
Section 4(2) of the Securities Act.

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.

                                                                              15
<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 15, 2004
                                            By: /s/ To-Hon Lam
                                                ---------------
                                            To-Hon Lam
                                            Chief Executive Officer and
                                            Principal Accounting Officer


                                                                              16