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, 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 August 16, 2004 there were  37,660,189  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

                                  JUNE 30, 2004

                        (AMOUNTS EXPRESSED IN US DOLLARS)

                                   (UNAUDITED)



                                TABLE OF CONTENTS


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

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

Interim Consolidated Statements of Operations for
    the six months ended June 30, 2004 and 2003                                4

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

Interim Consolidated Statements of Changes in Stockholders'
    Equity (Deficiency) for the six months ended June 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 JUNE 30, 2004 AND DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                       June 30,     December 31,
                                                           2004            2003

                                                           $               $
                                     ASSETS
CURRENT ASSETS

    Cash and cash equivalents                            90,715         484,848
    Accounts receivable                                 198,239          46,034
    Prepaid expenses and deposits                        33,007          62,665
    Inventory                                           225,747              --
                                                   ------------    ------------


                                                        547,708         593,547

PROPERTY, PLANT AND EQUIPMENT                           188,057         209,220

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














                                                        735,766         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 JUNE 30, 2004 AND DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                                       June 30,    December 31,
                                                           2004            2003

                                                           $               $
                                   LIABILITIES
CURRENT LIABILITIES

    Accounts payable and accrued liabilities            499,969         302,325
    Loan payable                                        142,930              --
    Current portion of long-term debt                    31,239          39,851
    Promissory note payable                             250,000              --
                                                   ------------    ------------


                                                        924,138         342,176

LOAN FROM A SHAREHOLDER                                 333,320         264,767
                                                   ------------    ------------


                                                      1,257,458         606,943
                                                   ------------    ------------


                        STOCKHOLDERS' EQUITY (DEFICIENCY)

CAPTIAL STOCK                                            37,660          37,660

ADDITIONAL PAID-IN CAPITAL                            6,212,173       6,117,173

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)          (110,116)        (94,459)

DEFICIT                                              (6,661,409)     (5,864,549)
                                                   ------------    ------------

                                                       (521,692)        195,825
                                                   ------------    ------------


                                                        735,766         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 JUNE 30, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                                           2004            2003

                                                           $               $

REVENUE                                                 696,504              --

    Cost and goods sold                                 643,591              --
                                                   ------------    ------------

GROSS PROFIT                                             52,913              --
                                                   ------------    ------------

OPERATING EXPENSES

  General and administration                            427,190          87,608
  Interest                                                  342             604
  Management salaries                                    50,000          50,000
  Amortization                                           15,537           8,381
                                                   ------------    ------------

TOTAL OPERATING EXPENSES                                493,069         146,593
                                                   ------------    ------------

OPERATING LOSS                                         (440,156)       (146,593)

    Interest income                                          22              54
                                                   ------------    ------------

NET LOSS                                               (440,134)       (146,539)
                                                   ============    ============

Loss per share, basic and diluted                         (0.01)          (0.00)
                                                   ============    ============

Weighted average shares outstanding                  37,660,189      32,942,967
                                                   ============    ============


                                                                               3
<PAGE>


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

                                                           2004            2003

                                                            $               $

REVENUE                                               1,032,322

    Cost and goods sold                                 956,961              --
                                                   ------------    ------------

GROSS PROFIT                                             75,361              --
                                                   ------------    ------------

OPERATING EXPENSES

  General and administration                            887,656         158,865
  Interest                                                  780           1,206
  Management salaries                                   100,000         100,000
  Amortization                                           30,965          15,197
                                                   ------------    ------------

TOTAL OPERATING EXPENSES                              1,019,401         275,268
                                                   ------------    ------------

OPERATING LOSS                                         (944,040)       (275,268)

    Interest income and research and
         development tax refund                         147,180             118
                                                   ------------    ------------

NET LOSS                                               (796,860)       (275,150)
                                                   ============    ============

Loss per share, basic and diluted                         (0.02)          (0.01)
                                                   ============    ============

Weighted average shares outstanding                  37,660,189      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 SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

                                                           2004            2003

                                                            $               $
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                            (796,860)       (275,150)
   Items not requiring an outlay of cash:
      Amortization                                       30,965          15,197
      Management salaries contributed                   100,000         100,000
      Increase in accounts receivable                  (156,798)         (7,471)
      Decrease in prepaid expenses and deposits          28,532           1,838
      Increase in accounts payable and
         accrued liabilities                            208,760         178,878
      Increase in inventory                            (224,994)             --
                                                   ------------    ------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITES     (810,395)         13,292
                                                   ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Repayment of long-term debt                           (7,472)        (12,387)
   Proceeds from loan from a third party                142,930              --
   Proceeds from promissory note payable                250,000              --
   Proceeds from (Repayment of) loan from
      a shareholder                                      75,704        (107,564)
   Proceeds from issuance of shares                          --       1,200,000
   Payment of share issue cost                           (5,000)       (141,243)
                                                   ------------    ------------

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES         456,162         938,806
                                                   ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of property, plant and equipment            (15,703)        (13,317)
                                                   ------------    ------------

NET CASH FLOWS USED IN INVESTING ACTIVITIES             (15,703)        (13,317)
                                                   ------------    ------------

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES        (24,197)         17,320
                                                   ------------    ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS
   FOR THE YEAR                                        (394,133)        956,101

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                 90,715         984,289
                                                   ============    ============


                   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 SIX MONTHS ENDED JUNE 30, 2004 AND FOR THE YEAR ENDED DECEMBER 31, 2003
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>

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

Issuance of Class B shares
  for services                                  --              --              --              --         110,000           7,000
Issuance of Class A convertible
  preference shares for services                --              --              --              --              --              --
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                           --              --              --              --              --              --
Issuance of Class A shares for cash             --              --       1,500,000         744,598              --              --
Issuance of Class A convertible
   preference shares for cash                   --              --              --              --              --              --
Recapitalization pursuant to
  reverse acquisition                   37,786,519          37,786     (23,992,500)       (744,793)     (1,585,005)        (50,515)
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              --              --              --              --
Share issue expense                             --              --              --              --              --              --
Management salaries contributed                 --              --              --              --              --              --
Foreign currency translation                    --              --              --              --              --              --
Net loss for the period                         --              --              --              --              --              --
                                       -----------     -----------     -----------     -----------     -----------     -----------
Balance as of June 30, 2004             37,660,189          37,660              --              --              --              --
                                       ===========     ===========     ===========     ===========     ===========     ===========


<CAPTION>
                                           Class A         Class A
                                       convertible     convertible                                                     Accumulated
                                        preference      preference      Additional                                           other
                                         number of          shares         paid-in                   Comprehensive   comprehensive
                                            shares          amount         capital         Deficit            loss   income (loss)
                                       -----------     -----------     -----------     -----------   -------------   -------------
                                                             $               $               $              $               $
<S>                                     <C>             <C>              <C>            <C>             <C>                <C>
Balance as of December 31, 2002          4,462,500       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           600,000         360,000              --              --              --              --
Issuance of Class A shares as
  payment for raising capital                   --              --              --              --              --              --
Issuance of Class A convertible
  preference shares as payment
  for raising capital                      532,792              --              --              --              --              --
Issuance of Class A shares for cash             --              --              --              --              --              --
Issuance of Class A convertible
   preference shares for cash            1,770,170         938,553              --              --              --              --
Recapitalization pursuant to
  reverse acquisition                   (7,365,462)     (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)
Share issue expense                             --              --          (5,000)             --              --              --
Management salaries contributed                 --              --         100,000              --              --              --
Foreign currency translation                    --              --              --              --         (15,657)        (15,657)
Net loss for the period                         --              --              --        (796,860)       (796,860)             --
                                       -----------     -----------     -----------     -----------     -----------     -----------
Balance as of June 30, 2004                     --              --       6,212,173      (6,661,409)       (812,517)       (110,116)
                                       ===========     ===========     ===========     ===========     ===========     ===========
</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
JUNE 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 Stated of
          America for complete financial statements. In the opinion of
          management, all adjustments (consisting of all recurring accruals)
          considered necessary for fair presentation have been included.
          Operating results for the interim periods are not necessarily
          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 hold 87.5% of the 37,660,189 shares of
          common stock of Griffin. 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 introduced or plans to introduce products to the
          market beginning in 2004. One product has been released and two
          products are planned for release in 2004. These products are focused
          on the network interface semiconductor integrated circuits.

                                                                               7
<PAGE>


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


     3.   NATURE OF OPERATIONS AND GOING CONCERN (cont'd)

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

          Product 2 - Low cost, single chip Gigabit network interface chip.
          Management is marketing this product primarily to network card
          manufacturers who are marketing products geared toward the consumer
          market. The Company plan to release this product towards the end of
          the third quarter of 2004.

          Product 3 - This product will also be targeted for low cost consumer
          products. Management plans to market this product primarily to network
          card manufacturers who are marketing products geared toward the
          consumer market. The Company plans to release this product towards the
          end of the fourth quarter of 2004.

          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. 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
JUNE 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
          June 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 June 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.   LOAN PAYABLE

          Loan payable is due on demand and bears interest at 2% per month.

                                                                               9
<PAGE>


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


     7.   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. The terms of the note has
          been extended to August 31, 2004.


     8.   RELATED PARTY TRANSACTION

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


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


     10.  REGISTRATION STATEMENT

          On February 12, 2004, the Company filed a registration statement
          whereby the company is offering up to 4,000,000 shares of common stock
          in two tranches. Tranche 1 is 2,000,000 shares at $2.00 each and
          Tranche 2 is 2,000,000 shares at $3.00 each. On June 29, 2004, the
          registration statement was declared effective pursuant to Section 8(a)
          of the Securities Act of 1933 by the Securities and Exchange
          Commission.

                                                                              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  introduced  our first  product to the market by the end of June,  2004.  The
product is a network  interface chip. The product is now under evaluation by our
customers.

We plan to introduce two more products to the market by the end of third quarter
and the end of fourth  quarter  of the year.  These  products  relate to network
interface semiconductor integrated circuits.

Product 2 -  Management  plans to  market  this low cost,  single  chip  Gigabit
network interface chip primarily to network card  manufacturers  market products
geared toward the consumer market. We plan on releasing this product towards the
end of the third quarter of 2004.

Product 3 - This product will also be targeted for low cost  consumer  products.
Management plans to market this product primarily to network card  manufacturers
who are marketing products geared toward the consumer market. We plan to release
this product towards the end of the fourth quarter of 2004.

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 product.

Taiwan  and  China  are key  regions  and  Perfisans  is  currently  setting  up
agreements with  representatives and distributors who have strong  relationships
with, and are in our  management's  opinion equipped to penetrate and serve, the
identified  strategic  customers  in these  regions.  We have  identified  a few
potential  distributors  and  representatives  in these areas.  Plans are set to
visit these key  customers  with our new chips and reference  designs,  together
with our  representatives and distributors.  We have established  agreements for
some of these distributors and  representatives.  We 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.

A similar process will be followed in North America, the UK, Europe, Scandinavia
and the Middle East; however,  Taiwan and China are considered to be the initial
priorities.

Despite  our  minimal  revenues  to date,  we believe  that our  management  has
developed a business plan that if successfully  implemented could  substantially
improve our operational results and financial  conditions.  The adequacy of cash

                                                                              12
<PAGE>


resources  over the next twelve  months will depend  primarily on our  operating
results  and the ability to obtain  proceeds  from the sales of  securities.  We
currently estimate our projected cash requirement for the operation for the next
twelve months to be approximately $10 million. We have an agreement with SBI and
Westmoreland  for a $4  million  funding  and we  must  secure  the  anticipated
requisite  remainder  of $6  million  through  other  means,  such as  sales  of
additional  securities.  The proceeds from the sales of these  securities to SBI
and  Westmoreland,  in  Management's  estimation,  will be  adequate to fund our
expected operating and capital needs for the next four months.

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.

Our  revenue  to date  came from the sale of ADSL  modems  and IP  Phones.  This
represented  a business  opportunity  that  arose  during  the  quarter.  We may
continue to explore such business  opportunities in the future. However the plan
is to develop a marketing strategy for our own internally developed chips. There
is total revenue of $696,504 with a profit of $52,913 for the three month period
ended June 30, 2004.

Total operating cost increased for the three-month  period ending June 30, 2004,
from $146,593 to $493,069 or 236% from the corresponding prior year period. This
increase was  primarily due to the increase in operating  activities  during the
period.

General and  Administration  fees  increased for the three month ending June 30,
2004, from $87,608 to $427,190 or 388% from the corresponding prior year period,
primarily as a result of the larger operation and more overseas activities.

Total  operating  cost for the six-month  period ending June 30, 2004  increased
from $275,268 to $1,019,401  or 270% 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 six month ending June 30, 2004 increased
from  $158,865  to $887,656 or 458% from the  corresponding  prior year  period,
primarily as a result of the larger operation and more 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 our  securities.
The loan is now passed due and we are in the process of amending  the  agreement
to extend  the loan  period for  another  30 days.  The lender has the option to
convert the loan amount into shares.

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.

In the second  quarter,  we received an  additional  loan  $142,930 from a third
party at an interest  of 2% per month.  The  repayment  date has not as yet been
formalized.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS:
Contractual obligations as of June 30, 2004 are as follows:

PAYMENTS DUE BY END OF PERIOD


                                                                              13
<PAGE>


CONTRACTUAL             TOTAL   LESS THAN 1 YEAR   AFTER 1-3 YEARS   3-5  YEARS
OBLIGATIONS
BUILDING  LEASES       $805,379      $162,444          $324,888      $318,047
EQUIPMENT LEASES             --            --                --            --
LONG-TERM DEBT          $31,239       $14,527           $16,712            --
SHORT-TERM DEBT        $250,000      $250,000                --            --
   TOTAL             $1,086,618      $426,971          $341,600      $318,047


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.

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

                                                                              14

<PAGE>

We believe that a control  system,  no matter how well  designed  and  operated,
cannot provide absolute  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

During  the  second  quarter  2004,  we sold  convertible  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 our  securities.  The  proceeds  from the sale of
convertible  debentures and warrants were used to repay debt obligations and for
working  capital.  We believe the above  issuance  was 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.


August 16, 2004                  By: /s/ TO-HON LAM
                                     ---------------
                                 To-Hon Lam
                                 Chief Executive Officer and Principal
                                 Accounting Officer
















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