8-K

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

                                    FORM 8-K


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


        Date of Report (Date of earliest event reported) January 5, 2004
                              (December 19, 2003)



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

                  (formerly known as Griffin Industries, Inc.)




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

7828 Kennedy Road, Suite 201, Markham, Ontario                                 L3R 5P1
                (Address of principal executive offices)                       (zip code)



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




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

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

ITEM 1:  CHANGE IN CONTROL

On December 19, 2003, Griffin Industries, Inc., a Maryland corporation
("PARENT") Perfisans Networks Corporation, an Ontario corporation ("PERFISANS"),
Global Funding Group Inc., the majority shareholder of Parent prior to the
Exchange (as hereinafter defined), and Bok Wong and To-Hon Lam, each an
individual (collectively, the "PERFISANS PRINCIPAL STOCKHOLDERS"), entered into
an Acquisition Agreement (the "EXCHANGE AGREEMENT") attached hereto as Exhibit
2.1 and incorporated herein by reference. The Exchange Agreement was approved by
the board of directors of Parent on December 18, 2003 and became effective on
December 19, 2003.

Upon the terms and subject to the conditions set forth in the Exchange
Agreement, the shareholders of Perfisans exchanged all of their shares of then
issued and outstanding capital stock of Perfisans (the "PERFISANS SHARES") for
shares of common stock of Parent (the "PARENT SHARES") and options and warrants
exercisable for Parent Shares (the "EXCHANGE"). Pursuant to the Exchange,
Perfisans became a wholly owned subsidiary of Parent.

Prior to the Exchange, the Perfisans Principal Stockholders owned approximately
45.65% of the Perfisans Shares. In connection with the Exchange, Parent:

         o        issued to the former stockholders of Perfisans an aggregate of
                  32,857,967 Parent Shares, which constitute approximately
                  76.05% of the issued and outstanding Parent Shares on a fully
                  diluted basis;

         o        issued to the former security-holders of Perfisans options and
                  warrants exercisable for an aggregate of 5,584,993 Parent
                  Shares, constituting approximately 12.93% of the issued and
                  outstanding Parent Shares on a fully diluted basis;

                  issued 2,468,866 Parent Shares in connection with the
                  extinguishments of all of Parent's liabilities;

         o        agreed to cause the resignation of the existing directors of
                  the board of directors of Parent and appoint new directors as
                  designated by Perfisans; and

         o        changed its name to Perfisans Holdings, Inc.

On December 22, 2003, Parent issued a press release regarding the closing of the
acquisition of Perfisans and related transactions and developments. A copy of
the press release is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.

For more information concerning the Exchange and related transactions, see: (i)
the information set forth in this Form 8-K, including with specific reference
"Item 2 - Acquisition or Disposition of Assets"; (ii) the Exchange Agreement
filed as an exhibit to this Form 8-K; and (iii) the other exhibits of this Form
8-K.



ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

ACQUISITION OF PERFISANS

THE EXCHANGE

On December 19, 2003, Perfisans Holdings, Inc., a Maryland corporation formerly
known as Griffin Industries, Inc. ("Parent"), acquired 100% of the capital stock
of Perfisans Networks Corporation, an Ontario corporation ("Perfisans").
Pursuant to the Exchange Agreement, the shareholders exchanged all of their
shares of capital stock of Perfisans for shares of common stock of Parent (the
"Parent Shares"), resulting in Perfisans becoming a wholly-owned subsidiary of
Parent.

In connection with the Exchange, Parent issued to the former security-holders
(i) an aggregate of 32,857,967 Parent Shares, and (ii) options and warrants
exercisable for an additional 5,584,993 Parent Shares. Further, certain former
shareholders of Perfisans and their affiliates acquired an additional 2,468,866
Parent Shares in connection with the extinguishments of all of Parent's
liabilities. In addition, Parent agreed to cause the resignation of its
directors from the board of directors and to appoint new directors as designated
by Perfisans.

The Exchange Agreement attached hereto as Exhibit 2.1 is incorporated herein by
reference and the foregoing summaries of the terms and conditions of such
agreement is qualified in its entirety by reference to such agreement.

BUSINESS OF PERFISANS

Perfisans is a technology company that provides cost effective, high performance
network chips and storage chips to manufacturers in the dynamic high growth
computer industry. Perfisans seeks to be the first company to bring an expensive
enterprise Gigabit Ethernet solution with TCP offload engine (TOE)
implementation at average consumer affordable pricing. Perfisans TOE technology
addresses the ever-increasing networking bottleneck by offering both increased
network performance and the ability to offload processing network protocol.
Perfisans plans to launch its TOE network chip in Q1 2004. Current discussions
with manufacturers are also underway to complete sales agreements for this
product in the first half of 2004.

I.       GENERAL

A.       SUMMARY OF BUSINESS

Perfisans Network Corporation was formed in early 2001 to develop a technology
that would contribute to a paradigm shift in the way high-speed data is
transferred across networks. A team of engineers from the semiconductor industry
was assembled to find a viable solution to the increasing problem of bottleneck
in the overall performance across network systems.

Perfisans has developed a technology, the System Network Accelerator (SNA) that
provides a carefully balanced hardware and software implementation, partitioning
and filtering of different network information, in a system where different
network situations are handled by different paths in the architecture.

This solution revolutionizes the way Perfisans performs various network
applications, client/server computing, peer-to-peer networking,
video-over-Internet Protocol (IP), Voice-over-Internet Protocol (IP), Small
Office Home Office (SOHO) applications, and Storage Networking under the
existing networking environment without rebuilding the network or buying
expensive equipment.

Perfisans is in the process of registering a patent that its management
("Management") believes will ensure maximum protection of this technology, and
intends to market this leading edge technology to the niche market created
through the rapid expansion of networking standards to Gigabit Ethernet
technology, "the SOHO market". The Company anticipates initial strong success in
bringing this solution to market due to its solid relationships with various OEM
groups in the Far East. Some other favorable factors are listed below:

          1.   The Gigabit Ethernet market will grow to $8.78 Billion by 2004,
according to the International Data Corporation.




          2.   The semiconductor industry is one that is easily dominated by the
company who succeeds in being the first to market. Prime examples are ATI
Technologies in the graphic chips market and Genesis Microchip in the flat panel
market. Perfisans' first product is presently under beta testing and Management
anticipates shipping the product in the 1st quarter of 2004.

          3.   Perfisans is targeting the SOHO market, for its microchip and
internet Small Computer Systems Interface (iSCSI) products, particularly in the
storage networking segment, and anticipates capturing a 26-30% market share.
According to Cahners In-Stat Group and International Data Corporation (IDC), the
U.S. small business and home networking market is estimated to grow from $1.3
billion in 1999 to $4.2 billion in 2003. These customers are seeking high
volume, low cost semiconductor solutions.

The Challenge
Ethernet based communications is the de-facto technology for Local Area Networks
(LAN) today. Initially designed when networking speeds were much slower, and
assuming abundant host system Central Processing Unit (CPU) resources, the
inexorable rise in network throughput to today's Gigabit level has created a
serious bottleneck in overall performance. Processing network traffic can now
consume 80% of the CPU cycles, leaving few resources for applications processing
and sharply limiting performance, speed, and scalability. As internet
applications continue consuming more CPU cycles with popular applications such
as ICQ, Rich Media Streaming, Voice over Internet Protocol (IP), Video over IP,
Storage Networking and Content Delivery Network, the need to off-load the TCP
protocol will only increase.

Simply put, the main reason for network bottleneck is that the Transmission
Control Protocol/Internet Protocol (TCP/IP) stack being processed, by the CPU,
at a rate slower than the network speed.

The Technical Solution
Management believes that the best solution for enabling true Gigabit and
networking throughput is a technology called TCP Offload Engine (TOE), a
technology solution that relocates the processing of network traffic,
particularly the TCP/IP protocol, from the host CPU to a network interface card
(NIC) or the host bus adapter (HBA). TOE is universally acknowledged as the
ultimate high performance hardware solution for maximizing network throughput,
minimizing host CPU utilization used for network protocol, and reducing latency.

A high performance TOE is a difficult technical challenge. Current
implementations of TOE are extremely costly, and may not even provide full
offloading features. Next generation efforts to address these drawbacks remain
costly and cater to Enterprise markets. Perfisans' lines of accelerator chips
have been able to deliver a high performance TOE solution at a fraction of
current cost.

The huge reward in breaking the bottleneck caused by TCP processing on the host
system lies in unleashing the benefits of higher performance networking
applications. This not only immediately benefits current server and desktop
Gigabit Ethernet applications, but accelerates the two tectonic paradigm shifts
in modern computing: networked storage and client/server-based computing. As
network throughputs further outpace processor rates, the advantages of TOE will
become even more indispensable in accelerating these trends.

Sharing of online information, data, and resources among multiple devices at
home and in offices is becoming increasingly important. Internet use by home and
small businesses has increased dramatically over the past several years, and
analysts expect it to expand rapidly in the future as more consumers are able to
access the Internet at broadband speeds. As networking grows in popularity,
Ethernet network links speeds have been increasing.

The growth of the Ethernet from 10 Mbit/sec to 10 Gbit/sec has surpassed the
growth of the microprocessor performance in mainstream servers and central
processing unit (CPU) found in the computer system. The ready supply of
bandwidth has grown and the installation of high performance fiber has resulted
in Internet traffic that is increasingly dominated by rich-media contents.
Graphic intensive applications such as video-email, videoconferencing, online
presentations and desktop delivery of movies over the Internet have become the
norm.





The amount of storage and electronic data being generated has grown
exponentially over the past several years and shows no sign of slowing down. The
problems that need to be addressed surround the need for faster data transfer
speeds and to reduce the bottleneck caused by the CPU having to process the data
being transferred.

Storage Networking Basics
Current trends show that there are tremendous opportunities in the networking
and network storage industry. The necessity to process and store this
overwhelming amount of data securely is of paramount concern, particularly for
small businesses, home consumers, corporations and other organizations that all
require more effective ways to store and maintain this information.

The marketplace demands simple, affordable storage in order to manage and store
the burgeoning amount of data. This demand will shape the way storage is handled
in the future as more and more information is passed between users across vast
networks such as the internet, Local and Wide Area Networks.

There are currently three main choices for storing information in the computing
industry:

         Direct Attached Storage (DAS) consists of a disk drive attached
         directly to a server. Information is transferred using small computer
         system interface (SCSI) commands that allow the computer and hard drive
         to communicate. Although effective, there are limitations to using DAS
         that include a high management cost, distance limitations, and limited
         scalability. Furthermore, in order to increase storage capacity more
         servers must be purchased and due to the limitations of SCSI devices,
         must be located within 12 meters of the server.

         Network Attached Storage (NAS) is a file-based storage architecture
         with resources attached directly to the Local Area Network (LAN); this
         gives it tremendous flexibility. In order to store data the information
         is transmitted over the network. The increased network traffic is a
         drawback as it can burden and degrade the performance of the LAN;
         scalability is therefore limited. This storage method is less expensive
         as storage management can be performed using existing information
         technology (IT) staff with minimal training in storage management.

         Storage Area Networks (SAN) are dedicated networks that connect servers
         to storage devices. This allows it to transport storage traffic without
         burdening the enterprise LAN. Several factors make SAN's attractive
         including performance, reliability, availability, scalability and ease
         of management. Conventionally, Fiber Channel is used for the SAN
         network. It has a very high implementation and maintenance cost. Fiber
         channel storage network (FC-SAN) is also extremely difficult to install
         and maintain due to limited expertise of existing IT staff.

Emergence of the Internet Protocol Storage Area Network (IP-SAN)
As previously mentioned, internet-related data (personal, business and
commercial), which are typically, multimedia can potentially overwhelm existing
backup methods. This has led to a rapidly emerging technology solution -
internet protocol-storage area network (IP-SAN).

The aim is to "universalize" storage networking by getting both message/file and
storage I/O (input/output) onto an Ethernet/IP network and ultimately
"converging" networking and storage architectures. Ethernet has become the most
popular networking protocol as it is inexpensive and offers 'plug and play'
implementation.

IP-based storage networking will simplify management and lower total cost of
ownership, specifically by utilizing existing network administrators to manage
both the local area network (LAN) and storage area networks (SAN). In IP-based
network storage solutions an internet small computer system interface host bus
adapter (iSCSI HBA) or network interface card (NIC) connects the storage
resources over Ethernet. Core transport layers can then be managed using
existing network management applications. This simple, yet powerful technology
can help provide a high-speed, low-cost, long distance storage solution.

Users of Internet Protocol Storage Area Network (IP-SAN)




Internet Protocol Storage Area Networks are most suitable for organizations with
a need for streaming data or require large amounts of data to be stored and/or
transmitted over the network. These include:

          o    Internet Service Providers (ISPs) and Storage Service Providers
               (SSP)
          o    Organizations that need remote data replication and disaster
               recovery
          o    Geographically distributed organizations that require access to
               the same data on a real time basis
          o    Businesses and institutions with limited IT resources,
               infrastructure and budget.

The industry overview shows some major challenges facing the networking and the
network storage industry. The following is a summary of these challenges:

          o    Central processing unit (CPU) requirements and input/output (I/O)
               are becoming a major cause of bottleneck in delivering high speed
               computing. The fundamental cause behind this is the fact that the
               transmission control protocol/internet protocol (TCP/IP) stack is
               processed at a slower rate than the network speed.

          o    Currently 80% of server and CPU capacity is devoted to TCP/IP and
               File System processing and IP packing, leaving little CPU
               resource to process applications.

TCP/IP Offload Engine Technology
TCP/IP offload Engine (TOE) is the technology that can reduce the amount of
TCP/IP processing handled by the microprocessor and server I/O subsystem, and
thereby easing server networking bottleneck. The concept of TOE is very simple:
relocate the processing of TCP protocol from the host system onto adapter cards.
Deployment of TCP/IP offload in conjunction with high-speed Ethernet
technologies enables applications to take full advantage of the networking
capabilities.

In order to overcome the bottleneck of CPU utilization and data transfer speed,
a solution technology, Task Off-Load engine ("TOE"), has been adopted by the
industry. The TOE concept is simply relocating the processing of network
traffic, particularly the TCP/IP protocol, from the host CPU to the network
interface card or the host bus adapter (HBA).

Storage Network Accelerator descriptions

Perfisans' Gigabit + TOE Solution
Perfisans Networks has developed a series of low cost, high performance and high
volume semiconductor Application Specific Integrated Circuits (ASIC) to handle
offloading of the TCP/IP processing from the CPU. Gigabit + TOE products will
contribute greatly to the imminent replacement of existing, slower 10/100 Mega
Bits (Mbits)/sec network interface cards with faster cards with technology that
facilitates data transfer speeds up to 10 Gbit/sec.

How is this done? These chips utilize the TOE technology mentioned above to
produce higher transfer speeds across networks using existing NIC architecture.
These chips will greatly address the needs of the emerging IP-SAN market and
offer tremendous enhancements to the Gigabit Ethernet market.

Three market segments have been identified by Perfisans for the use of these
chips: Consumer, Small Office Home Office (SOHO), and the Enterprise market.
Perfisans will initially release the two products that make use of its core
technology, coupled with rich feature sets in order to satisfy the needs of the
specific market segment.

1.   Consumer Market

This market is characterized by customers who want a low cost, high performance
network solution for applications such as file and Internet sharing. Modern
computing has advanced over the past few years and today single computer systems
(either desktop or portable computers) require interaction with other networks
or the internet. This interaction, realistically, will require a NIC card to
interface with other networks to facilitate any form of data transfer.

2.   SOHO Market


Perfisans' initial products will be primarily targeted to address the need of
the SOHO market. The small business and home networking market is poised to
contribute $4.2 Billion in revenues by the year 2003. Management feels that this
market will be easier to enter and holds much more long-term promise because of
its high growth rate. Furthermore, this market is presently not addressed by
other companies in the Gigabit Ethernet TOE market. The market is large enough
for Perfisans to realize its growth expectations for the next 3-5 years.

3.   Enterprise
In this market the end users are large corporations who have more specific
needs. To successfully penetrate the Enterprise market, reputation, brand name
identity, and high product quality assurance are important factors in creating
alliances and establishing a market presence. Perfisans will ultimately achieve
these, but there will be a longer "ramp up" time in generating revenues through
this channel. These organizations are looking for products that can be
integrated with their development environment and provide them with capabilities
that:

          o    Improve the productivity of the development process;
          o    Improve the performance of overall systems; and
          o    Have short learning curves and improved cycle time.

B.   SNA(TM) Technology
Perfisans' technological advances address many competing factors and hold a
competitive edge over the strongest competitors in the industry. Some key
characteristics of the technological offerings include:

          o    Better Performance - Initial roll of the 1Gbit/sec in 2004
               followed by 10Gbit/sec
          o    More Features-TCP/IP Offload Engine to improve speed of data
               access
          o    SNA delivers high performance data path optimization and protocol
               engine, with software flexibility
          o    SNA uses System On Chip methodology to ensure Time-to-Market and
               scalability
          o    SNA architecture is structured to support up to 160Gbit/sec for
               10G and above application
          o    Same architecture can be used for both TCP/IP offload, iSCSI and
               other network protocols
          o    Optimized hardware to perform software algorithm in minimum clock
               cycle
          o    No programming is required; this reduces the system development
               cycle
          o    No learning curve to work with specific processor; can work with
               any processor
          o    No specific trick/technique required to use the Accelerator
               efficiently
          o    True wire speed delivery to maximize the utilization of the wire
               bandwidth
          o    True multiple processing - no dependency with other data, flow
               through data path
          o    True multi-stage pipeline, no holes, stall throughout the data
               path
          o    No data replication, copy during data processing
          o    Cost Effective-Reputable foundry services with latest cost saving
               manufacturing muscle

C.       Value Proposition

Perfisans' products are designed to deliver value to its customers in many ways.
The same features that differentiate Perfisans from its competitors will bring
value to its customers.

         1.       Performance and Design
SNA(TM) delivers a high performance data path optimization and protocol engine,
with software flexibility. In essence, it uses optimized hardware to perform
software algorithms and it does it in a minimum clock cycle. It has an
architecture that can support up to 160Gbit/sec.

         2.       Return on Investment
Most organizations are using Generic Network Processor to build their networking
solutions. At best, this can only be a temporary solution as it carries an
expensive price tag with over-committed performance demands, large footprint,
high power consumption and low volume production. Perfisans' SNA(TM) adopts a
cost-effective, high performance well balanced hardware and software approach.
SNA(TM) will offload most or all-critical functions from the CPU to deliver a
full wire-speed solution.

         3.       Flexibility and Efficiency



The System-On-Chip methodology of SNA(TM) allows for tremendous flexibility in
its use. All of Perfisans' products can be easily extended to other market
segments such as wireless, optical networks, consumer electronics, etc.

         4.       Equipment Costs
Maximizing the life cycle of equipment is very important as it means less
capital expenditure on new, expensive hardware. When addressing the issue of
speed companies tend to adopt the simplest, yet most expensive solution -
upgrade the hardware. Perfisans' SNA(TM) provides a solution wherein it
co-exists with existing hardware but greatly improves performance at a
significantly lower cost.

         5.       Development Cycle
Development of software applications using Network Processor Units requires
large development efforts and a long learning curve. Since no software
programming is required, customer's development cycle can be greatly reduced
using the SNA(TM).

D.       Patents & Copyrights
Perfisans Networks Corporation's SNA (Storage Network Accelerator) Technology
effectively addresses the network processing bottleneck by processing the
network protocol, including TCP/IP and iSCSI in the ASIC, to sharply reducing
host processor overhead. The technology is implemented by using a carefully
balanced hardware and software implementation, partition and filtering of
different network information. Different network situations are handled by
different paths in the architecture. This approach is unique to Perfisans and
Management is pursuing all legal avenues to ensure that it is fully protected.
For branding purposes, Perfisans' logo will also be trademarked.

II       Market Analysis

A.       Summary
Computer networking is one of the fastest-growing and most dynamic segments of
IT industry. Although PC networking began to be used widely in the 1980s with
the rise of client/server computing, a number of recent trends have greatly
accelerated their adoption and expansion. As firms try to enhance efficiency and
worker productivity to remain competitive, they are increasing their use of
Intranets for shared applications and internal files, Extranets to connect to
external suppliers and customers, and the Internet. In addition, the growing
number of network users and the increasing average size of electronic files sent
through them require networks with greater speed and bandwidth, driving users to
upgrade or expand their networking technologies.

The current drive presents an opportunity for Perfisans to meet the demand for
optimized network solution by developing a family of products (chips) to address
the Storage Area Network (SAN), Local Area Network (LAN), Metropolitan Area
Network (MAN), and Wide Area Network (WAN). Management intends to ensure that
the marketing strategies are appropriate to the products' capabilities and
benefits, and the target market segments (Consumers, SOHO, and Enterprise
market), so as to develop a strong sustainable competitive position in the
market. As a result, Perfisans intends to implement a strategic alliance with
original manufacturers (OEMs) around the world in order to gain exposure to
maximum market share in the shortest possible time.

B.       Market Segmentation

Perfisans will focus on five groups:

         o        Server market: All servers ship with at least one Ethernet
                  port. As an Ethernet component in the LAN-ON-Motherboard
                  (LOM), users will experience dramatic price reductions on both
                  1GbE and 10GbE.

         o        LAN NIC and switch market: The company's chips can also be
                  deployed in the Network Interface Card (NIC) and the LAN, WAN
                  Switch market to accelerate the traffic and increase the
                  utilization of the bandwidth.

         o        Storage Network Accelerator market: Storage Network
                  Accelerator is the market segment with the highest price, and
                  the industry is demanding a cost-effective IP SAN solution
                  such as Partisans' iSCSI which is able to provide a
                  cost-effective IP SAN solution with high performance
                  comparable to that of fibre channel.




         o        Storage system market: In the storage market, Perfisans
                  products are aimed at two different segments: a) Storage
                  System Box and b) Host Bus Adaptor. The Host Bus Adaptor
                  remains the highest volume production market. Perfisans System
                  Network Accelerator (SNA(TM)) chip set can have a significant
                  impact in this market by boosting the performance of the
                  system and increasing the life expectancy of the server.

         o        Internet appliances and other market: Perfisans Accelerator
                  chip can also be used to penetrate the Internet appliances,
                  access network, wireless Internet and optical network market.


C.       Industry Analysis
The worldwide market for data networking products such as local area networks
(LAN) equipments, modems, and Routers surged 35% in 2000, to $35 billion,
according to estimates by Cahners InStat Group, a market research firm based in
Scottsdale, Arizona. However, the industry collapsed 16% in 2001, and the early
part of 2002 has shown only spotty signs of recovery. The factors behind the
downturn are well known: a weak global economy, tight global markets, and
over-investment during the industry's boom times, leading to severe cutbacks in
networking and communication equipment spending by carriers and service
providers. Standard & Poor's predicts that the industry should witness a
recovery within the next two years, with revenue growth returning to a 15%
average annual rate. Longer term, most industry pundits currently forecast a
recovery of 15%-20% annual growth rates over the next three to five years. Even
during difficult economic times, carriers must invest in certain areas, such as
upgrades that make networks more efficient or less complex and allow them to
generate a better return on investment. In addition, the need for networking
equipment will continue to be driven by increasing use of the Internet.

As to semiconductor industry, the pace of change in this industry is rapid,
driven by fierce competition, ever-improving technology, and ever-falling chip
prices. Despite enduring deflation, the semiconductor industry has historically
been able to maintain both strong revenue growth and high levels of
profitability. After striking a very deep cyclical bottom in the second half of
2001, the semiconductor industry started to turn up in the first half of 2002.
In the third quarter of 2001, worldwide semiconductor sales were $30.54 billion.
This pick-up led to a 5.6% increase in global chip sales for the first quarter
of 2002 compared with the fourth quarter of 2001.

The semiconductor industry is global in nature, both in terms of usage and
production. According to the Semiconductor Industry Association (SIA), the
Asia/Pacific region narrowly surpassed the Americas region (mostly United
States) to become the world's largest semiconductor end-user in 2001.
Asia/Pacific accounted for 28.7% of total consumption compared with 25.7% for
the Americas, 23% for Japan, and 21.7% for Europe.

The Americas suffered more than other regions in the 2001 industry downturn, due
to a pronounced slowdown in its communications equipment industry. The Pacific
Rim countries, especially Taiwan, continue to see growth in their chip foundry
business. China, emerging as a potentially huge market for electronic products,
is starting to build a semiconductor industry to meet that demand and spur
exports. The year 2001 is apt to stand as the historical turning point in which
Asia/Pacific takes over the leading role from the Americas.

Given the increasingly vital role that semiconductors play in the global
economy, it is not surprising that the industry itself is growing in terms of
numbers of companies and workers. The number of member companies in the
Semiconductor Industry Association (SIA) was over 140 in 2002, up from 63 in
1996.

III.     COMPETITION
Management believes that its research shows that there are few direct comparable
companies to Perfisans Networks. The market for the TCP/IP Offload engine
products is characterized as having rapid technological advances, frequent new
product introductions, evolving industry standards and competitive price
measures. As this is an emerging market Perfisans can expect its greatest
competitive pressure to come from startups as well as traditional network
component vendors.

Although the Network Processor Units (NPU) segment presently carries a lot of
other startups, Perfisans is confident that it has a wide enough head start to
gain and hold 'mind share' and market share in this segment of the Network
Processor Units arena. This is critical in the computing industry as the company
that launches its product first can





easily capture a significant market share. A recent proof of this is ATI
Technologies Inc., a graphic chips maker that was able to regain market share by
launching its new graphics card almost 4 months ahead of chief rival, Nvidia
Corp.

The products from all the secondary competitors are low performance, simple
functionality network interface cards. Even though those products have the
Gigabit network interface, they do not have the performance of Gigabit data
rate. These companies cannot compete with the full featured and low cost
products.

In comparison to its primary competitors, Management believes that Perfisans
possesses key competitive capabilities that will go a long way to ensuring the
success of its business. Perfisans' strength lies in its ability to provide and
deliver highly integrated and fully featured, low cost, high volume products
that enable its customers to rapidly deploy the latest networking technology to
their fullest potential. This makes Perfisans well positioned to target Original
Equipment Manufacturers (OEMs) whose end users are in the SOHO and home
networking markets. All the existing competitors in the TOE/Storage network
processor market are targeting the enterprise market.

Management believes that Perfisans' initial lineup of products (SNA1020A and
SNA3010) have strong sustainable competitive advantages, with the primary ones
outlined below.

Superior performance and design
The SNATM architecture delivers high performance data path optimization and a
protocol engine, with software flexibility. It possesses true wire speed
delivery that maximizes the utilization of the wire bandwidth. There is no data
replication or copying during data processing so data transfer speed is
optimized. It easily scales to 10 Gbit/sec and beyond through straightforward
semiconductor process scaling.

Cost leadership and price competitiveness
Management has taken a comparative look at the products offered by Perfisans'
competitors and concluded that Perfisans' products have the best
price/performance and are the most price competitive solutions in the entire TOE
and iSCSI market. Perfisans' competitors charge around $199 for the TOE, while
the iSCSI is priced at $399 in volume. Perfisans' initial product will be priced
well below $100 with a targeted selling price that is below $50. With the
downward trend in the price of NICs, Perfisans could facilitate prices as low as
$10 and still remain profitable. Therefore, Management expects to maintain cost
leadership advantages which translates to the best value priced solutions on the
market, while preserving very healthy profit margins. With this dominating
advantage, Perfisans will define a new market segment.

Higher Overall ROI for customers
Customers using Perfisans' product will benefit from the simplicity of the
hardware. It requires no software programming, which translates into a much
reduced development cycle. Perfisans' System On Chip methodology ensures a much
shorter Time-to-Market and provides scalability.


IV.      PRODUCTS & Services
         1.       Product 1 - NIC Accelerator Chip - SNA1020A
Perfisans will be releasing the first of its line of chips that offers TOE
functionality, the SNA1020A chip, in the first quarter of 2004.

         Product Description
The NIC Accelerator Chip is designed to address the TCP/IP (Transmission Control
Protocol/Internet Protocol) offload requirements on both the host and target
side of IP (Internet Protocol) storage networks (including network attached
storage). The chip consists of IP protocol engine and TCP protocol engine to
handle the TCP/IP stacks in both hardware and embedded microprocessor cores.
Some key attributes of the SNA1020A chip are:

         o        Accelerates network applications like file serving and back up
         o        Lowers response time and increases throughput of network
                  attached storage (NAS) boxes
         o        Accelerates network oriented CPU-intensive applications
         o        Fastest, most robust design




Application programming interface (API) is provided in this product to allow
customized transport protocols and other applications, including internet small
computer system interface (iSCSI), storage over internet protocol (SoIP),
virtual interface (VI), internet protocol security (IPSEC), virtual private
network (VPN), voice over internet protocol (VoIP), content classification,
streaming media, or web caches.

         2. Product 2 - SNA 1000 this low cost, single chip Gigabit network
interface chip with TOE will be targeted to replace existing 10/100 Mbit
products. Management plans to market this product primarily to network card
manufacturers who are marketing products geared toward the consumer market.
Planned product release date is the 2nd quarter of 2004.

         3. Product 3 - SNA 1010 this is a further integration of the Ethernet
Physical Layer with the low cost, single chip TOE Gigabit network interface
chip. It will be targeted to 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. Planned product release date is the
4th quarter of 2004.

         4. Product 4 - iSCSI Protocol Accelerator Chip - SNA3010
There is a growing movement toward the use of Internet Protocol (IP) for Storage
Area Networks as it addresses several challenges faced by companies operating
SANs over Fibre Channel, including the issue of distance limitations.

The primary factor in the increasing demand for IP-SANs is that most enterprise
customers, let alone SOHO and consumers, do not have the in-house expertise in
Fibre Channel to construct, deploy, and maintain an FC-SAN. With IP in common
use in corporate communications networks and interconnected systems, the talent
to operate an IP-SAN is either already on-site or easily accessible.

The SNA 3010 is uniquely suited for the emerging IP-SAN market. This is the
network protocol accelerator with iSCSI hardware acceleration and Gigabit
Ethernet also includes TOE functionality. It is targeted to the Internet
Protocol (IP) Storage convergence market and provides a flexible, scalable, and
high performance solution to the emerging iSCSI standard. Key attributes of the
SNA3010 chip are:

         o        Accelerates traffic between the SCSI storage device and the
                  internet
         o        Introduces a new product category of iSCSI target storage box
                  that offers comparable performance at a significantly lower
                  price than the current Fiber channel storage box.
         o        Improved performance will in turn increase revenue
                  opportunities and generate internal and external customer
                  satisfaction for organizations that deploy the technology.

V.       MARKETING & Sales
A.       Sales and Distribution Strategies
Sales and Marketing will be primarily split between North America and Asia. The
company's strategy will be direct sales and it will employ a distribution
channel based on geographic location.

Management has established close relationships with potential customers in the
industry. The following is a brief description of some of Perfisans' key
customers in Taiwan and United States. These customers are a small
representation of Perfisans' potential customer base, but they are quite typical
of customers in this industry.

         o        Taiwan: Accton Technology group, Davicom Semiconductor Inc.,
                  E-Com Technology group

         o        China: OPEC-Electronics Beijing, Ordbita, Topone Information
                  Technology Co. Ltd., Zhejing Orient Fibersense Photonics Co.
                  Ltd., Chengdu ZHZY Information Technology Co. Ltd.

         o        Korea: Ace International Corp.

         o        Hong Kong: Advent Technology Limited

         o        Canada: DLink Canada

Perfisans has chosen Taiwanese manufacturers to be the first target customer
base for the following reasons:




         o        Perfisans has strong business connections in this segment.

         o        These companies lack the Integrated Circuit design expertise
                  possessed by Perfisans.

         o        The economic slowdown in North America has caused Perfisans to
                  direct its immediate attention to penetrating the Taiwanese
                  market by leveraging the extensive experience and connection
                  of Perfisans' management team.

B.       Partnering and Strategic Alliance Opportunities
As a component supplier to Network Infrastructure companies, it is important to
develop strategic relationships with these companies. While Perfisans has not
yet registered any sales, the industry contacts available through its key people
will bring a great deal of credibility to the entire organization, and will
facilitate stronger strategic alliances. The company will target the original
equipment manufacturers (OEMs) in the United States, Europe and Asia.


MANAGEMENT OF PARENT SUBSEQUENT TO THE ACQUISITION OF PERFISANS

The following table sets forth information with respect to directors, executive
officers and key employees of Parent as of the filing date of this Form 8-K.



                                         
NAME                                        POSITION
To-Hon Lam                                  President, VP Engineering & Director
Bok Wong                                    VP of Operations and Business Development & Director
Chris C. Chen                               Director
Chao Kuan                                   Director of Engineering
Clarence Wu                                 Director of ASIC Design
Sam Wu                                      Director of Software



TO-HON LAM. To-Hon Lam co-founded Perfisans Networks in February 2001. Prior to
Perfisans, he successfully launched Matrox Toronto Design Center where he
delivered one of the most advanced multi-million gate graphics and video
processors, which led them to dominate the high-end video/graphics market. Mr.
Lam has managed over 100 software and hardware projects. He was the co-founder
and Director of Engineering with Sicon Video. He also worked with ATI
Technologies, where he designed several state of the art application specific
integrated circuits (ASIC). ATI is currently a leader in the graphic chip design
industry. Mr. Lam brings with him 21 years of engineering and design management
experience with ASIC technologies.

BOK WONG. Bok Wong previously co-founded Intervis Corporation, a System On Chip
design consulting company. Intervis, a multi million dollar company, designed
complex network ASIC chips and network processors for companies such as 3COM,
Nortel, and Cabletron. Prior to founding Perfisans Networks, Mr. Wong worked
with ATI Technologies, Genesis Microchip, and Philips in Hong Kong.

CHAO KUAN. Chao has over 15 years experience in application specific integrated
circuits (ASIC), FPGA and hardware product design. Formerly with Leitch
Technology, Chao has been involved in Video server and Video Router design, and
has demonstrated strong leadership skills managing over 15 engineers. As an
entrepreneur, Chao has developed high performance local area network based video
streaming equipment.

CLARENCE WU. Clarence is formerly of NEC Hong Kong, where he served as Senior
ASIC Application Engineer in the South East Asia Market. Clarence has over 12
years experience in ASIC design and implementation with companies such as
Cadence, ATI Technologies, and the afore-mentioned NEC.

SAM WU. Sam is well experienced in network system design in hardware and
software. Prior to Perfisans, Sam developed the Voice over internet protocol
gateway systems, and internet protocol phone products. He is an expert in TCP/IP
stack, routing protocols and has experience with complex FPGA design for network
application and project management.



CHRIS C. CHEN.  Chris C. Chen is the Chairman of General Resources Co.

While no employment agreements have been entered into as of the date hereof,
Parent and the afore-mentioned individuals presently expect to execute such
agreements as soon as practicable.

RISK FACTORS

RISKS RELATED TO THE EXCHANGE

THE FORMER PERFISANS STOCKHOLDERS RECEIVED SUBSTANTIAL BENEFITS AS A RESULT OF
THE EXCHANGE. We have issued to the former stockholders of Perfisans shares of
our common stock and options and warrants to purchase such shares representing
an aggregate of approximately 88.1% of the total number of shares of our common
stock to be outstanding after the Exchange.

THERE WAS NO FORMAL VALUATION DETERMINING THE FAIRNESS OF THE EXCHANGE
CONSIDERATION. The Exchange consideration was determined by arms' length
negotiations between Parent's management and Perfisans' management, but there
was no formal valuation of Perfisans by an independent third party. We did not
obtain a fairness opinion by an investment banking firm or other qualified
appraiser. Since the acquisition of Perfisans did not require the approval of
our stockholders, we are unable to determine whether our stockholders, other
than Global Funding Group, Inc, our principal stockholder prior to the Exchange,
would have agreed with the determination by our board of directors that the
terms of the Exchange are in the best interests of our company.

RISKS RELATED TO OUR BUSINESS.

WE HAVE LIMITED OPERATING HISTORY AND THEREFORE CANNOT ENSURE THE LONG-TERM
SUCCESSFUL OPERATION OF OUR BUSINESS OR THE EXECUTION OF OUR BUSINESS PLAN.
Perfisans is a recently-formed corporation and has a limited operating history.
Its cumulative revenues since inception have only aggregated approximately $7.2
million, with a net loss of approximately $2.9 million. We do not know if we
will be able to successfully operate our business, or that we will be able to
execute our business plan.

BECAUSE THERE CAN BE NO ASSURANCE THAT FUTURE FINANCING WILL BE AVAILABLE TO US,
WE CANNOT ENSURE THAT WE WILL BE ABLE TO OBTAIN THE CAPITAL NECESSARY TO
IMPLEMENT OUR PLAN OF OPERATIONS. We have limited resources and may need future
financing to implement our plan of operation. We cannot guarantee that we will
be able to obtain any additional financing or that such additional financing, if
available, will be on terms and conditions acceptable to us.

WE RELY ON OUR MANAGEMENT FOR ALL BUSINESS DECISIONS. We rely on our management
to make all of our business decisions. As a result, your ownership of our common
stock will not give you the right to take part in the daily management of our
operations.

OUR BUSINESS MAY BE HARMED BECAUSE WE HAVE NOT COMPLETED THE FILING OF OUR
TRADEMARK AND PATENT APPLICATIONS AND WE DO NOT HAVE ANY REGISTERED COPYRIGHTS.
A large majority of our software was acquired from third parties. We have not
registered copyrights on any software. We rely upon confidentiality agreements
signed by our employees, consultants and third parties to protect our
intellectual property. There can be no assurance that we can adequately protect
our intellectual property or successfully prosecute potential infringement of
our intellectual property rights.

WE HAVE NOT BEEN PROFITABLE AND IF WE DO NOT ACHIEVE PROFITABILITY, OUR BUSINESS
MAY FAIL. We are a development stage company and to date have not been
profitable. Accordingly, our failure to increase our revenues significantly or
improve our gross margins will harm our business. Even if we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis in the future. If our revenues grow more slowly than
we anticipate, our gross margins fail to improve, or our operating expenses
exceed our expectations, our operating results will suffer.

THE PRICES WE CHARGE FOR OUR PRODUCTS AND SERVICES MAY DECREASE, WHICH WOULD
REDUCE OUR REVENUES AND HARM OUR BUSINESS. If we are unable to sell our products
or services at acceptable prices relative to our costs, or if





we fail to develop and introduce on a timely basis new products and services
from which we can derive additional revenues, our financial results will suffer.

FLUCTUATIONS IN THE PERSONAL COMPUTER MARKET MAY CONTINUE TO MATERIALLY
ADVERSELY AFFECT US. Our business is, and particularly our PC processor product
lines are, closely tied to the personal computer industry. Industry-wide
fluctuations in the PC marketplace, including the current industry downturn
which has continued throughout 2003, have materially adversely affected us and
may materially adversely affect us in the future. If we experience a sustained
reduction in the growth rate of PCs sold, sales of our microprocessors may
decrease. If market conditions do not improve, shipments to our customers could
be limited until customer demand increases and supply chain inventories are
fully balanced with end user demand.

In addition, current trends of consolidation within the personal computer
industry, as recently evidenced by the Hewlett-Packard/Compaq merger, as well as
potential market share increases by customers who exclusively purchase
microprocessors from Intel Corporation, such as Dell Corporation, could further
materially adversely affect us.

INTENSE COMPETITION IN OUR INDUSTRY MAY MATERIALLY ADVERSELY AFFECT US. Our
industry is intensely competitive. Products compete on performance, quality,
reliability, price, adherence to industry standards, software and hardware
compatibility, marketing and distribution capability, brand recognition and
availability. After a product is introduced, costs and average selling prices
normally decrease over time as production efficiency improves, competitors enter
the market and successive generations of products are developed and introduced
for sale. Failure to reduce our costs on existing products or to develop and
introduce, on a cost-effective and timely basis, new products or enhanced
versions of existing products with higher margins, would have a material adverse
effect on us.

UNLESS WE MAINTAIN MANUFACTURING EFFICIENCY, OUR FUTURE PROFITABILITY COULD BE
MATERIALLY ADVERSELY AFFECTED. Manufacturing semiconductor components involves
highly complex processes that require advanced equipment. We and our competitors
continuously modify these processes in an effort to improve yields and product
performance. Impurities or other difficulties in the manufacturing process can
lower yields. Our manufacturing efficiency will be an important factor in our
future profitability, and we cannot be sure that we will be able to maintain our
manufacturing efficiency or increase manufacturing efficiency to the same extent
as our competitors.

From time to time, we have experienced difficulty in beginning production at new
facilities, transferring production to other facilities, and in effecting
transitions to new manufacturing processes that have caused us to suffer delays
in product deliveries or reduced yields. We cannot be sure that we will not
experience manufacturing problems in achieving acceptable yields or product
delivery delays in the future as a result of, among other things, capacity
constraints, construction delays, transferring production to other facilities,
upgrading or expanding existing facilities or changing our process technologies,
which could result in a loss of future revenues. Our results of operations could
also be adversely affected by the increase in fixed costs and operating expenses
related to increases in production capacity if revenues do not increase
proportionately.

WE CANNOT BE CERTAIN THAT OUR SUBSTANTIAL INVESTMENTS IN RESEARCH AND
DEVELOPMENT OF PROCESS TECHNOLOGIES WILL LEAD TO IMPROVEMENTS IN TECHNOLOGY AND
EQUIPMENT USED TO FABRICATE OUR PRODUCTS OR THAT WE WILL HAVE SUFFICIENT
RESOURCES TO INVEST IN THE LEVEL OF RESEARCH AND DEVELOPMENT THAT IS REQUIRED TO
REMAIN COMPETITIVE. We make substantial investments in research and development
of process technologies in an effort to improve the technologies and equipment
used to fabricate our products. For example, the successful development and
implementation of silicon on insulator technology is critical to our
eighth-generation family of microprocessors. However, we cannot be certain that
we will be able to develop or obtain or successfully implement leading-edge
process technologies needed to fabricate future generations of our products.
Further, we cannot assure you that we will have sufficient resources to maintain
the level of investment in research and development that is required for us to
remain competitive.

IF OUR PRODUCTS ARE NOT COMPATIBLE WITH SOME OR ALL INDUSTRY-STANDARD SOFTWARE
AND HARDWARE, WE COULD BE MATERIALLY ADVERSELY AFFECTED. Our products may not be
fully compatible with some or all industry-standard software and hardware.
Further, we may be unsuccessful in correcting any such compatibility problems in
a timely manner. If our customers are unable to achieve compatibility with
software or hardware after our products are




shipped in volume, we could be materially adversely affected. In addition, the
mere announcement of an incompatibility problem relating to our products could
have a material adverse effect on us.

COSTS RELATED TO DEFECTIVE PRODUCTS COULD HAVE A MATERIAL ADVERSE EFFECT ON US.
One or more of our products may be found to be defective after the product has
been shipped to customers in volume. The cost of a recall, software fix, product
replacements and/or product returns may be substantial and could have a material
adverse effect on us. In addition, modifications needed to fix the defect may
impede performance of the product.

WE DEPEND ON TECHNOLOGY LICENSED TO US BY THIRD PARTIES. THE LOSS OF, OR OUR
INABILITY TO MAINTAIN, THESE LICENSES COULD RESULT IN INCREASED COSTS OR DELAY
SALES OF OUR PRODUCTS. We license technology from third parties, including
software that is integrated with internally-developed software and used in our
products to perform key functions. We anticipate that we will continue to
license technology from third parties in the future. This software may not
continue to be available on commercially reasonable terms, if at all. Although
we do not believe that we are substantially dependent on any licensed
technology, some of the software that we license from third parties could be
difficult for us to replace. The loss of any of these technology licenses could
result in delays in the license of our products until equivalent technology, if
available, is developed or identified, licensed and integrated. The use of
additional third-party software would require us to negotiate license agreements
with other parties, which could result in higher royalty payments and a loss of
product differentiation. In addition, the effective implementation of our
products depends upon the successful operation of third-party licensed products
in conjunction with our products, and therefore any undetected errors in these
licensed products could prevent the implementation of our products, impair the
functionality of our products, delay new product introductions, and/or damage
our reputation.

IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL, OUR BUSINESS MAY BE HARMED. Our
future success depends to a significant extent on the continued services of our
senior management and other key personnel. The loss of senior management or
other key employees would likely have an adverse effect on our business. We do
not have employment agreements with most of our senior management team. If one
or more individuals from our senior management team were to resign, the loss
could result in loss of sales, delays in new product development and diversion
of management resources.

FAILURE TO PROPERLY MANAGE OUR POTENTIAL GROWTH WOULD BE DETRIMENTAL TO OUR
BUSINESS. Any growth in our operations will place a significant strain on our
resources and increase demands on our management and on our operational and
administrative systems, controls and other resources. There can be no assurance
that our existing personnel, systems, procedures or controls will be adequate to
support our operations in the future or that we will be able to successfully
implement appropriate measures consistent with our growth strategy. As part of
this growth, we may have to implement new operational and financial systems,
procedures and controls to expand, train and manage our employee base and
maintain close coordination among our technical, accounting, finance, marketing,
sales and editorial staffs. We cannot guarantee that we will be able to do so,
or that if we are able to do so, we will be able to effectively integrate them
into our existing staff and systems. We may fail to adequately manage our
anticipated future growth. We will also need to continue to attract, retain and
integrate personnel in all aspects of our operations. To the extent we acquire
other businesses, we will also need to integrate and assimilate new operations,
technologies and personnel. Failure to manage our growth effectively could hurt
our business.

DEVELOPMENT OF NEW PRODUCTS. The software industry is highly competitive and
characterized by changing client preferences and continuous introduction of new
products and/or services. We believe that our future growth will depend, in
part, on our ability to anticipate changes in client preferences and develop and
introduce, in a timely manner, new products and/or services that adequately
address such changes. There can be no assurance that we will be successful in
developing, introducing and marketing new products and/or services on a timely
and regular basis. If we are unable to introduce new products and/or services or
if our new products and/or services are not successful, such events could have a
material, adverse effect upon our business, operating results and financial
condition.

LACK OF DIVERSIFICATION. Because of the extremely limited financial resources
that we have, it is unlikely that we will be able to further diversify our
operations. Our probable inability to diversify our activities will subject us
to economic fluctuations within one or two particular businesses or industries
and therefore increase the risks associated with our operations.



OTHER RISKS

WE MAY FAIL TO MEET THE EXPECTATIONS OF OUR INVESTORS AND ANALYSTS, WHICH MAY
CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO FLUCTUATE OR DECLINE. Securities
analysts frequently issue reports based on the results of a single quarter.
Relatively poor results in one quarter could significantly and adversely
influence such reports, which may in turn lead to depreciation of the market
price of our common stock. Holders of our common stock must be prepared to lose
most or all of their investment.

RECENTLY ENACTED AND PROPOSED CHANGES IN SECURITIES LAWS AND REGULATIONS ARE
LIKELY TO INCREASE OUR COSTS. In July 2002, President Bush signed into law the
Sarbanes-Oxley Act of 2002 (the "SOX"). The purpose of the SOX is to protect
investors by improving the accuracy and reliability of corporate disclosures
made pursuant to the securities laws, and for other purposes. We expect these
developments to increase the legal and financial compliance costs, and to make
some activities more difficult. For example, we expect these developments to
make it more difficult and more expensive for public companies to obtain
director and officer liability insurance. These developments could make it more
difficult for us to attract and retain qualified members of our board of
directors, particularly to serve on our audit committee, and qualified executive
officers. We are presently evaluating and monitoring regulatory developments and
cannot estimate the timing or magnitude of additional costs we may incur as a
result. Furthermore, proposed changes in the accounting rules, including
legislative and other proposals to account for employee stock options as
compensation expense among others, could increase the expenses that we report
under GAAP and adversely affect our operating results. While we will endeavor to
establish the requisite procedures and structure our corporate governance in
accordance with the SOX and the rules and regulations issued by the SEC
thereunder, we cannot assure you that we will be successful in this regard or
that the costs we incur in doing so will not prove exorbitant.


BENEFICIAL OWNERSHIP OF PARENT SUBSEQUENT TO THE ACQUISITION OF PERFISANS

The following table sets forth, as of the closing of the Exchange, certain
information regarding the beneficial ownership of the Parent Shares for (i) each
person known by Parent to own beneficially more than five (5%) percent of the
outstanding Parent Shares, (ii) each of its officers and directors, and (iii)
all of its officers and directors as a group. As of the date of the Exchange,
there were 37,618,123 Parent Shares issued and outstanding. Unless otherwise
indicated, each of the persons listed below has sole voting and investment power
with respect to the shares beneficially owned.



Stockholder                                            Shares Beneficially Owned (1)       Percentage Ownership (2)
                                                                                                       
To-Hon Lam                                                                   8,950,000                       22.91%
Bok Wong                                                                     8,800,000                       22.61%
Chris C. Chen (3)                                                            2,000,000                        5.32%
Chao Kuan                                                                      331,300                            *
Clarence Wu                                                                      - - -                        - - -
Sam Wu                                                                           - - -                        - - -
General Resources Co.                                                        2,000,000                        5.32%
Pei-Pei Lee                                                                  6,000,000                       15.95%
Sharp Idea Securities Co., Ltd.                                              2,434,667                        6.39%
Harbour Capital Management Group, Inc.                                       2,150,000                        5.72%
All officers and directors as a group (5 persons)                           18,081,300                       44.43%


* Less than one percent

1        Pursuant to the rules and regulations of the Securities and Exchange
         Commission, shares of common stock that an individual or group has a
         right to acquire within 60 days pursuant to the exercise of options or
         warrants are deemed to be outstanding for the purposes of computing the
         percentage ownership of such individual or group, but are not deemed to
         be outstanding for the purposes of computing the percentage ownership
         of any other person shown in the table.

2        Figures may not add up due to rounding of percentages.

3        Chris Chen is the Chairman of General Resources Co.



DESCRIPTION OF SECURITIES

COMMON STOCK

Parent is authorized to issue two classes of capital stock, consisting of
50,000,000 shares of common stock, $.001 par value (the "Parent Shares") and
5,000,000 shares of Preferred Stock, $.001 par value. There are 37,618,123
Parent Shares issued and outstanding. The holders of Parent Shares are entitled
to elect all of the directors and to one vote per share on all matters submitted
to shareholder vote. Holders of Parent Shares do not have preemptive or
preferential rights to acquire any shares of the capital stock of the
Corporation, and any or all of such shares, wherever authorized, may be issued,
or may be reissued and transferred if such shares have been reacquired and have
treasury status, to any person, firm, corporation, trust, partnership,
association or other entity for consideration and on such terms as the Board of
Directors determines in its discretion without first offering the shares to any
shareholder of record.

All of the shares of Parent's authorized capital stock, when issued for such
consideration as the Board of Directors may determine, shall be fully paid and
non-assessable. The Board of Directors has the discretion and may, by adoption
of a resolution of Bylaw, designate one or more series of Preferred stock and
have the power to determine the conversion and/or redemption rights, preferences
and privileges of each such series of preferred stock provided that such
conversion and/or redemption rights, preferences and privileges of any series of
preferred stock does not subordinate or otherwise limit the conversion and/or
redemption rights, preferences and/or privileges of any previously issued series
of preferred stock.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS

         (a)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
                  To be filed by amendment to this Form 8-K.

         (b)      PRO FORMA FINANCIAL INFORMATION.
                  To be filed by amendment to this Form 8-K.

         (c)      EXHIBITS - THE FOLLOWING DOCUMENTS ARE ATTACHED AS EXHIBITS TO
                  THIS REPORT ON FORM 8-K:

         2.1      Acquisition Agreement dated as of December 19, 2003, by and
                  among Perfisans Holdings, Inc., a Maryland corporation
                  formerly known as Griffin Industries, Inc., Perfisans Networks
                  Corporation, a corporation formed under the laws of the of
                  Ontario, Global Funding Group, Inc. and Bok Wong and To-Hon
                  Lam, each individuals.

         99.1     Press Release dated December 22, 2003.




         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.


                                        PERFISANS HOLDINGS, INC.



                                        By: /s/  To-Hon Lam
                                        To-Hon Lam, President

January 5, 2004

EX-2.1

                                                                          Ex-2.1


                              ACQUISITION AGREEMENT

         This Agreement, entered into this 19th day of December, 2003, by,
between and among Griffin Industries, Inc., a corporation organized under the
laws of the State of Maryland (hereinafter the "Purchaser"), Global Funding
Group, Inc. ("Global") and Bok Wong and To-Hon Lam ("the Perfisans
Shareholders") and Perfisans Networks Corporation, an Ontario corporation
(hereinafter the "Company").

                                   WITNESSETH:

         WHEREAS, Purchaser wishes to acquire, and Perfisans Shareholders are
willing to exchange, all of the outstanding stock of the Company in exchange for
common stock of the Purchaser;

         NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser, Global and the Perfisans Shareholders approve and adopt
this Acquisition Agreement and mutually covenant and agree with each other as
follows:

                                    ARTICLE I
                SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED

         1.01.    On the closing date all of the shareholders of the Company
shall transfer to Purchaser certificates for the number of shares of the common
and Preferred stock of the Company (the "Perfisan Shares") described in Schedule
"A" , attached hereto and incorporated herein, which in the aggregate shall
represent all of the issued and outstanding shares of capital stock of the
Company. Such certificates shall be duly endorsed in blank by all of the
Company's shareholders or accompanied by duly executed stock powers in blank
with signatures guaranteed. Alternatively, the shareholders may assign their
rights to the Perfisan Shares if the shares have not been physically issued in
the form of stock certificates, or if the certificates have been lost. In the
event that a particular shareholder is not in possession of a stock certificate,
he will complete a lost stock affidavit satisfactory to the Company.

         1.02.    In exchange for the transfer of all of the capital stock of
the Company pursuant to sub-section 1.a. hereof, Purchaser shall on the closing
date and contemporaneously with such transfer of the capital stock of the
Company to it by the shareholders, or rights thereto, issue and deliver to the
shareholders an aggregate of 32,857,967 shares of common stock of the Purchaser
(the "Griffin Shares") in the breakdown specified on Schedule "A" hereof, which
number, along with an aggregate of 5,584,993 outstanding but unexercised options
and warrants of the Company and 2,600,000 other shares being issued upon
conversion of debt and a private stock sale shall be equal to 95% of Purchaser,
on a fully diluted basis, at the time of closing. In the event that a
shareholder does not possess a stock certificate representing the Perfisan
Shares or has not executed a lost stock affidavit, the Griffin Shares in
Schedule A will be issued but held by the Company pending satisfactory evidence
of loss or presentment of the certificate.

         1.03.    The parties intend that this acquisition and exchange of
shares is to be a "tax free" exchange/transaction pursuant to Section
368(a)(1)(b) of the Internal Revenue Code of the United States.

                                   ARTICLE II
  REPRESENTATIONS AND WARRANTIES OF ALL OF THE COMPANY ON BEHALF OF ALL OF THE
                             COMPANY'S SHAREHOLDERS

         2.01     OWNERSHIP OF STOCK. The shareholders listed on Schedule A are
the record owners and holders of the number of fully paid and non-assessable
shares of the Company listed in Schedule "A" hereto as of the date hereof and
will continue to own such shares of the stock of the Company until the delivery
thereof to the Purchaser on the closing date and all such shares of stock are or
will be on the closing date owned free and clear of all liens, encumbrances,
charges and assessments of every nature and subject to no restrictions with
respect to transferability.




All exchanging shareholders will have full power and authority to assign and
transfer their shares of the Company in accordance with the terms hereof.

         2.02     ACCREDITED STATUS. The Perfisans' Shareholders are accredited
investors as that term is used under the Securities Act of 1933, as amended (the
"Act"). As such, the Perfisans' Shareholders are experienced investors who are
fully capable of determining the risks associated with this type of investment
including, but not limited to, complete loss of their investment. Not more than
35 of the total shareholders identified on Schedule A hereto are not "accredited
investors", as such term is defined under the Act.

                                   ARTICLE III
       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

         3.01     CAPITALIZATION Except for this Agreement, there are no
outstanding options, contracts, calls, commitments, agreements or demands of any
character relating to the stock of the Company.

         3.02     ORGANIZATION AND AUTHORITY.

                  (a)      The Company is a corporation duly organized,
validly existing and in good standing under the laws of the province of Ontario,
with all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted, is duly
qualified and in good standing in every jurisdiction in which the property
owned, leased or operated by it, or the nature of the business conducted by it,
makes such qualification necessary to avoid material liability or material
interference in its business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the conduct of its
business in any jurisdiction or location.

                  (b)      The outstanding shares of the Company are legally and
validly issued, fully paid and non-assessable.

                  (c)      The Company does not own five percent (5%) or more of
the outstanding stock of any corporation, except as listed on the Disclosure
Statement.

                  (d)      The minute book of the Company made available to
Purchaser contains complete and accurate records of all meetings and other
corporate actions of the shareholders and the Board of Directors (and any
committee thereof) of the Company.

                  (e)      The Disclosure Statement contains a list of the
officers, directors and shareholders of the Company and copies of the articles
of incorporation and by-laws currently in effect of the Company.

                  (f)      The execution and delivery of this Agreement does
not, and the consummation of the transaction contemplated hereby will not,
subject to the approval and adoption by all of the shareholders of the Company,
violate any provision of the certificate/articles of incorporation or bylaws of
the Company, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court order,
arbitration award, judgment or decree to which the Company is a party, or by
which it is bound, and will not violate any other restriction of any kind or
character to which it is subject.

                  (g)      The authorized capital stock of the Company is an
unlimited number of shares of common stock, $.001 par value, and an unlimited
number of shares of preferred stock, $.001 par value, of which an aggregate of
32,857,967 shares of common stock will be issued and outstanding at the time of
closing. The Company will have 5,584,993 outstanding warrants and/or options to
purchase shares of common or preferred stock at the closing date, which options
and/or warrants upon closing will be exerciseable to purchase 5,584,993 shares
of the Purchaser.

         3.03     FINANCIALS.




                  (a)      Audited financial statements (hereafter "financial
statements") of the Company for the years December 31, 2000 through December 31,
2002, as well as un-audited financial statements for the period ending September
30, 2003, will be delivered by the Company to the Purchaser no later than sixty
days from the date hereof. Said financial statements will be true and correct in
all material respects and present an accurate and complete disclosure of the
financial condition of the Company as of its date and for the periods covered.



                  (b)      All accounts receivable, if any, (net of reserves for
doubtful accounts) of the Company shown on the books of account on the statement
date and as incurred in the normal course of business since that date, are
collectible in the normal course of business.

                  (c)      The Company has good and marketable title to all of
its assets, business and properties including, without limitation, all such
properties reflected in the balance sheet as of the statement date except as
disposed of in the normal course of business, free and clear of any mortgage,
lien, pledge, charge, claim or encumbrance, except as shown on said balance
sheet as of the statement date and, in the case of real properties except for
rights-of-way and easements which do not adversely affect the use of such
property. Any encumbrances will be included in the attached Disclosure
Statement.

                  (d)      All currently used property and assets of the
Company, or in which it has an interest, or which it has in possession, are in
good operating condition and repair subject only to ordinary wear and tear.

         3.04     CHANGES SINCE THE STATEMENT DATE. Since the financial
statement date, except as disclosed in the Disclosure Statement, there will not
have been any material negative change in the financial position or assets of
the Company.

         3.05     LIABILITIES. To the best of the knowledge of management, there
are no material liabilities of the Company, whether accrued, absolute,
contingent or otherwise, which arose or relate to any transaction of the
Company, its agents or servants occurring prior to the statement date, which are
not disclosed by or reflected in said financial statements, except as disclosed
in the Disclosure Statement. There are no such liabilities of the Company which
have arisen or relate to any transaction of the Company, its agents or servants,
occurring since the statement date, other than normal liabilities incurred in
the normal conduct of the business of the Company, and none of which have a
material adverse effect on the business or financial condition of the Company,
except as disclosed in the Disclosure Statement. As of the date hereof, there
are no known circumstances, conditions, happenings, events or arrangements,
contractual or otherwise, which may hereafter give rise to liabilities, except
in the normal course of business of the Company, except as disclosed in the
Disclosure Statement.

         3.06     TAXES. All federal, foreign, county and local income, ad
valorem, excise, profits, franchise, occupation, property, sales, use gross
receipts and other taxes (including any interest or penalties relating thereto)
and assessments which are due and payable have been duly reported, fully paid
and discharged as reported by the Company, and there are no unpaid taxes which
are, or could become a lien on the properties and assets of the Company, except
as provided for in the financial statements of their date, or have been incurred
in the normal course of business of the Company since that date. All tax returns
of any kind required to be filed have been filed and the taxes paid or accrued.

         3.07     ACCURACY OF ALL STATEMENTS MADE BY COMPANY.  No representation
or warranty by the Company and Shareholders in this Agreement, nor any
statement, certificate, schedule or exhibit hereto furnished or to be furnished
by or on behalf of the Shareholders pursuant to this Agreement, nor any document
or certificate delivered to Purchaser pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.



         3.08     LIMITATION OF SUBSEQUENT CORPORATE ACTIONS. It is expressly
understood and agreed that the Company, and its affiliates and shareholders,
will take all steps necessary to insure that with respect to the operations of
the Purchaser for a period of thirteen months following the Acquisition) ) (i)
there shall be no reverse split, which is effected in a manner, which results in
a percentage dilution to the shareholders of Griffin, and 2) the assets existing
in the new subsidiary, or to be transferred in the new subsidiary, shall remain
in place as part of the business operations.

                                   ARTICLE IV
             REPRESENTATIONS AND WARRANTIES OF PURCHASER AND GLOBAL

         Purchaser and Global represent and warrant as follows:

         4.01     Organization and Authority. The Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Maryland, with full power and authority to enter into and perform the
transactions contemplated by this Agreement, and with all requisite corporate
power and authority to own, operate and lease its properties and to carry on its
business as now being conducted, is duly qualified and in good standing in every
jurisdiction in which the property owned, leased or operated by it, or the
nature of the business conducted by it, makes such qualification necessary to
avoid material liability or material interference in its business operations,
and is not subject to any agreement, commitment or understanding which restricts
or may restrict the conduct of its business in any jurisdiction or location. The
Purchaser is presently qualified to do business in the State of Nevada.

                  (a)      The outstanding shares of the Purchaser are legally
and validly issued, fully paid and non-assessable.

                  (b)      The Purchaser does not own five percent (5%) or more
of the outstanding stock of any corporation, except as listed on the Disclosure
Statement.

                  (c)      The minute book of the Purchaser made available to
the Company and Shareholders contains complete and accurate records of all
meetings and other corporate actions of the shareholders and the Board of
Directors (and any committee thereof) of the Purchaser.

                  (d)      The Disclosure Statement contains a list of the
officers, directors and shareholders of the Purchaser and copies of the articles
of incorporation and by-laws currently in effect of the Purchaser.

                  (e)      The execution and delivery of this Agreement does
not, and the consummation of the transaction contemplated hereby will not
violate any provision of the certificate/articles of incorporation or bylaws of
the Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court order,
arbitration award, judgment or decree to which the Purchaser is a party, or by
which it is bound, and will not violate any other restriction of any kind or
character to which it is subject.

                  (f)      The authorized capital stock of the Purchaser is
Fifty Million (50,000,000) shares of common stock, $.001 par value, and Five
Million (5,000,000) shares of preferred stock, of which 43,203,115, common
shares of such stock will be issued and outstanding at the time of closing, out
of which 38,442,960 shares will be cancelled simultaneously. There are no
preferred shares outstanding at the time of the acquisition. There are no
outstanding options, warrants or other securities that may convert into or be
exerciseable for shares of common stock of Purchaser. Any existing options and
warrants have been cancelled or have expired without being exercised.

                  (g)      Purchaser represents and warrants that at the time of
closing it will have no assets or liabilities other than that which are
reflected in its 10-Q for the quarter ended September 30, 2003. All of such
liabilities shall have been converted to common stock resulting in no
outstanding liabilities at the time of closing.



                  (h)      Purchaser represents that at the time of closing it
will have taken all necessary steps to comply with all applicable state and
federal securities laws and regulations and that, to the knowledge of the
Purchaser, at the time of closing, there is no litigation, arbitration,
governmental or other proceeding (formal or informal), claim or investigation
pending or threatened, with respect to the Purchasers compliance with any and
all applicable securities laws and regulations. Purchaser represents that all of
the Purchaser's existing securities were issued in accordance with all
applicable federal and state securities' laws.

         The validity and performance of this Agreement is not subject to any
permit, approval or consent of any entity, contractual or regulatory, except for
the approval of the Purchaser's Board of Directors and any required shareholder
approval as required by Maryland law.

         4.02     PERFORMANCE OF THIS AGREEMENT. The execution and performance
of this Agreement and the issuance of stock contemplated hereby has been
authorized by the board of directors of Purchaser.

         4.03     FINANCIALS.

                  (a)      True copies of the audited financial statements of
the Purchaser as of December 31, 2001 and 2002 are available to the Company on
the SEC EDGAR filing system. These statements have been examined and certified
by certified public accountants. Un-audited Interim financial statements through
September 30, 2003 have also been filed with the SEC. Said financial statements
are true and correct in all material respects and present an accurate and
complete disclosure of the financial condition and earnings of the Purchaser for
the periods covered, in accordance with generally accepted accounting principles
applied on a consistent basis. Such financials statements and the textual
portion thereof do not contain any untrue statement of a material nature or omit
to state any material fact.

                  (b)      All accounts receivable, if any, (net of reserves for
doubtful accounts) of the Purchaser shown on financial statement, and as
incurred in the normal course of business since that date, are collectible in
the normal course of business.

                  (c)      The Purchaser has good and marketable title to all of
its assets, business and properties including, without limitation, all such
properties reflected in the aforementioned balance sheet, except as disposed of
in the normal course of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance sheet, and, in the
case of real properties, except for rights-of-way and easements which do not
adversely affect the use of such property.

         4.04     CHANGES SINCE DATE OF FINANCIAL STATEMENTS. Since the date of
the financial statements, except as disclosed in writing, there has not been any
material change in the financial position or assets of the Purchaser.

         4.05     ACCURACY OF ALL STATEMENTS MADE BY PURCHASER. No
representation or warranty by the Purchaser in this Agreement, nor any
statement, certificate, schedule or exhibit hereto furnished or to be furnished
by the Purchaser pursuant to this Agreement, nor any document or certificate
delivered to the Company or the Shareholders pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.

         4.06     LEGALITY OF SHARES TO BE ISSUED. The Griffin Shares to be
delivered pursuant to this Agreement, when so delivered, will have been duly and
validly authorized and issued by Purchaser and will be fully paid and
non-assessable. The Griffin Shares will be issued pursuant to a valid exemption
from registration under the Securities Act of 1933, as amended.

         4.07     COMPLIANCE WITH APPLICABLE LAWS. The business of Purchaser has
not been, and is not being, conducted in violation of any applicable law, except
for possible violations which individually or in the aggregate



have not had and are not reasonably likely to have a material adverse effect. No
investigation or review by any governmental entity with respect to Purchaser is
pending or, to the Knowledge of Purchaser, threatened, nor has any governmental
entity indicated an intention to conduct the same, except for investigations or
reviews which individually or in the aggregate would not have, nor be reasonably
likely to have, a material adverse effect.

         4.08     NO UNDISCLOSED LIABILITIES. There are no liabilities or debts
of Purchaser of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise, and there is no existing condition,
situation or set of circumstances which could reasonably be expected to result
in such a liability or debt.

         4.09     TAX RETURNS AND PAYMENT. Purchaser has duly and timely filed
all material tax returns required to be filed by it and has duly and timely paid
all taxes shown thereon to be due, except as reflected in its public filings and
except for taxes being contested in good faith. Except as disclosed in its
public filings, there is no material claim for taxes that results in a lien
against the property of Purchaser other than liens for taxes not yet due and
payable, none of which taxes is material. Purchaser has not received
notification of any audit of any tax return of Purchaser being conducted or
pending by a tax authority where an adverse determination could have a material
adverse effect, no extension or waiver of the statute of limitations on the
assessment of any taxes has been granted by Purchaser which is currently in
effect, and Purchaser is not a party to any agreement, contract or arrangement
with any tax authority or otherwise, which may result in the payment of any
material amount in excess of the amount reflected in its public filings.

                                    ARTICLE V
                     COVENANTS OF SHAREHOLDERS AND PURCHASER

         5.01     ACCESS TO INFORMATION. Purchaser and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts and documents of the Company, and the
Company shall furnish or cause to be furnished to Purchaser and its authorized
representative all information with respect to its affairs and business of the
Company as Purchaser may reasonably request.

         5.02     ACTIONS PRIOR TO CLOSING. From and after the date of this
Agreement and until the closing date, the Company shall not materially alter its
business.

         5.03     DUE DILIGENCE. The Shareholders and the Company and their
respective representatives shall have full access during normal business hours
to all operations, properties, books, records, contracts, and documents of the
Purchaser and the Purchaser shall furnish or cause to be furnished to the
Shareholders and the Company and their respective representatives all
information with respect to its affairs and business of the Purchaser, and to
the transaction contemplated hereunder, and cause the employees and staff of the
Purchaser to respond to any inquiries with respect thereto, as the Shareholders
and the Company may reasonably request.

                                   ARTICLE VI
           CONDITIONS PRECEDENT TO GLOBAL AND PURCHASER'S OBLIGATIONS

         Each and every obligation of Purchaser to be performed on the closing
date shall be subject to the satisfaction of the Purchaser of the following
conditions:

         6.01     TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties made by the Company and Shareholders in this Agreement or given
on its behalf hereunder shall be substantially accurate in all material respects
on and as of the closing date with the same effect as though such
representations and warranties had been made or given on and as of the closing
date.

         6.02     COMPLIANCE WITH COVENANTS. Shareholders shall have performed
and complied with all obligations under this Agreement which are to be performed
or complied with by them prior to or on the closing date, including the delivery
of the closing documents specified hereafter.



         6.03     ABSENCE OF SUIT. No action, suit or proceedings before any
court or any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory authority
shall have been commenced, against the Shareholders, the Company or any of the
affiliates, associates, officers or directors of any of them, seeking to
restrain, prevent or change the transactions contemplated hereby, or questioning
the validity or legality of any such transactions, or seeking damages in
connection with any of such transactions.

         6.04     RECEIPT OF APPROVALS, ETC. All approvals, consents and/or
waivers that are necessary to effect the transactions contemplated hereby shall
have been received.

         6.05     NO MATERIAL ADVERSE CHANGE. As of the closing date there shall
not have occurred any material adverse change which materially impairs the
ability of the Company to conduct its business or the earning power thereof on
the same basis as in the past.

         6.06     ACCURACY OF FINANCIAL STATEMENT. Purchaser and its
representatives shall be satisfied as to the accuracy of all balance sheets,
statements of income and other financial statements of the Company furnished to
Purchaser herewith.

         6.07     PROCEEDINGS AND INSTRUMENTS SATISFACTORY; CERTIFICATES. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may request shall have been
delivered to Purchaser. The Company and the Shareholders shall have delivered
certificates in such detail as Purchaser may request as to compliance with the
conditions set forth in this Article 6.

                                   ARTICLE VII
                      CONDITIONS PRECEDENT TO OBLIGATIONS
                         OF THE COMPANY AND SHAREHOLDERS

         Each and every obligation of the Company and shareholders to be
performed on the closing date shall be subject to the satisfaction prior thereto
of the following conditions:

         7.01     TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Purchaser contained in this Agreement shall be true at and as
of the closing date as though such representations and warranties were made at
and as of the transfer date.

         7.02     PURCHASER'S COMPLIANCE WITH COVENANTS. Purchaser shall have
performed and complied with its obligations under this Agreement which are to be
performed or complied with by it prior to or on the closing date.

         7.03     ABSENCE OF SUIT. No action, suit or proceedings before any
court or any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory authority
shall have been commenced against Purchaser, or any of the affiliates,
associates, officers or directors of the Purchaser seeking to restrain, prevent
or change the transactions contemplated hereby, or questioning the validity or
legality of any such transactions, or seeking damages in connection with any of
such transactions.

         7.04     RECEIPT OF APPROVALS, ETC. All approvals, consents and/or
waivers that are necessary to effect the transactions contemplated hereby shall
have been received.

         7.05     NO MATERIAL ADVERSE CHANGE. As of the closing date there shall
not have occurred any material adverse change which materially impairs the
ability of the Purchaser to conduct its business or the earning power thereof on
the same basis as in the past.




         7.06     ACCURACY OF FINANCIAL STATEMENTS. The Company and the
Shareholders shall be satisfied as to the accuracy of all balance sheets,
statements of income and other financial statements of the Purchaser furnished
to the Company herewith. The Purchaser shall provide an unaudited balance sheet
as of September 30, 2003, which certifies that the Company has no outstanding
liabilities (other than these being converted to equity as set forth in the Debt
Purchase Agreement dated concurrently with the date of this Agreement).

         7.07     NAME CHANGE. Purchaser shall have amended its corporate name
to "Perfisans Holding Corporation."

         7.08     Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Company may request shall have
been delivered to the Company. The Purchaser shall have delivered certificates
in such detail as the Shareholders may request as to compliance with the
conditions set forth in this Article 7.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         The Shareholders and the Company shall indemnify Purchaser for any
loss, cost, expense or other damage suffered by Purchaser resulting from,
arising out of, or incurred with respect to the falsity or the breach of any
representation, warranty or covenant made by the Company and the Shareholders
herein. Purchaser and Global shall indemnify and hold the Shareholders harmless
from and against any loss, cost, expense or other damage (including, without
limitation, attorneys' fees and expenses) resulting from, arising out of, or
incurred with respect to, or alleged to result from, arise out of or have been
incurred with respect to, the falsity or the breach of any representation,
covenant, warranty or agreement made by Purchaser and Global herein. This
indemnification shall expire 90 days from the closing.

                                   ARTICLE IX
                             SECURITY ACT PROVISIONS

         9.01     RESTRICTIONS ON DISPOSITION OF SHARES. Shareholders covenant
and warrant that the shares received are acquired for their own accounts and not
with the present view towards the distribution thereof and will not dispose of
such shares except (i) pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or (ii) in any other transaction which, in
the opinion of counsel, acceptable to Purchaser, is exempt from registration
under the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder. In order to effectuate the
covenants of this sub-section, an appropriate endorsement will be placed upon
each of the certificates of common stock of the Purchaser at the time of
distribution of such shares pursuant to this Agreement, and stop transfer
instructions shall be placed with the transfer agent for the securities.

         9.02     NOTICE OF LIMITATION UPON DISPOSITION. Each Shareholder is
aware that the shares distributed pursuant to this Agreement will not have been
registered pursuant to the Securities Act of 1933, as amended; and, therefore,
under current interpretations and applicable rules, the shareholder will
probably have to retain such shares for a period of at least one year and at the
expiration of such one year period sales may be confined to brokerage
transactions of limited amounts requiring certain notification filings with the
Securities and Exchange Commission and such disposition may be available only if
the Purchaser is current in its filings with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or other public
disclosure requirements, and the other limitations imposed thereby on the
disposition of shares of the Purchaser. Additionally, "affiliates" owning shares
will be subject to additional restrictions limiting sales.

         9.03     LIMITED OR NO PUBLIC MARKET FOR COMMON SHARES. Each
Shareholder acknowledges that the common shares being issued pursuant to this
agreement currently have a limited or no public market in which the shares may
be liquidated and there is no assurance that such pubic market will develop or
grow.



                                    ARTICLE X
                                     CLOSING

         10.01    TIME. The closing of this transaction ("closing") shall be
effective on such date set by the parties, but in no event after December 3,
2003, unless agreed to by both parties. Such date is referred to in this
agreement as the "closing date."

         10.02    DOCUMENTS TO BE DELIVERED BY SHAREHOLDERS OF PERFISANS. At the
closing, Shareholders of Perfisan shall deliver to Purchaser the following
documents:

                  (a)      Certificates or assignments for all shares of stock
of the Company in the manner and form required by sub-section 1.01 hereof.

                  (b)      A certificate signed by the President of the Company
that the representations and warranties made by the Company in this Agreement
are true and correct on and as of the closing date with the same effect as
though such representations and warranties had been made on or given on and as
of the closing date and that Shareholders have performed and complied with all
of their obligations under this Agreement which are to be performed or complied
with by or prior to or on the closing date.

                  (c)      A copy of the by-laws of the Company certified by its
secretary and a copy of the certificate of incorporation of the Company.

                  (d)      Certificates or letters from Shareholders evidencing
the taking of the shares in accordance with the provisions of this Agreement and
their understanding of the restrictions thereunder.

                  (e)      Such other documents of transfer, certificates of
authority and other documents as Purchaser may reasonably request.

                  (f)      A copy of the duly adopted resolutions of the board
of directors of the Company authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.

         10.03    DOCUMENTS TO BE DELIVERED BY PURCHASER. At the closing,
Purchaser shall deliver to Shareholders the following documents:

                  (a)      Certificates  for the number of shares of common
stock of Purchaser as determined in Article 1 hereof.

                  (b)      A certified copy of the duly adopted resolutions of
the board of directors of Purchaser authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.

                  (c)      A certificate signed by the President of the
Purchaser that the representations and warranties made by the Purchaser in this
Agreement are true and correct on and as of the closing date with the same
effect as though such representations and warranties had been made on or given
on and as of the closing date and that the Purchaser has performed and complied
with all of their obligations under this Agreement which are to be performed or
complied with by or prior to or on the closing date.

                  (d)      Documents for the appointment of new management and
the resignation of current management.




                  (e)      A certificate from the Maryland Secretary of State
certifying that the Purchaser is in good standing in the State of Maryland.

                  (f)      An opinion of counsel in the form previously agreed
to opining that all of the necessary steps to approve the transaction have been
taken and that the shares are being issued pursuant to a valid exemption to the
registration requirements of the 1933 Act.

                  (g)      A certificate of the Transfer Agent listing all of
the Purchasers' shareholders as of the date of closing.

                                   ARTICLE XI
                           TERMINATION AND ABANDONMENT

         This Agreement may be terminated and the transaction provided for by
this Agreement may be abandoned without liability on the part of any part to any
other, at any time before the closing date, or on a post closing basis as
provided previously herein:

                  (a)      By mutual consent of Purchaser and the Shareholders;

                  (b)      By Purchaser if any of the conditions provided for in
Article 6 of this Agreement have not been met and have not been waived in
writing by Purchaser.

                  (c)      By the Company if any of the conditions provided for
in Article 7 of this Agreement have not been met and have not been waived in
writing by the Company.

         In the event of termination and abandonment by any party as above
provided in this Article, written notice shall forthwith be given to the other
party, and each party shall pay its own expenses incident to preparation for the
consummation of this Agreement and the transactions contemplated hereunder.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.01.   NOTICES. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given, if delivered
by hand or mailed, certified or registered mail with postage prepaid:

                  (a)      If to the Company or the Shareholders, to To-Hon Lam
at 7828 Kennedy Road, Suite 201, Markham, Ontario L3R 5P1or to such other person
and place as the Company shall furnish to Purchaser in writing, with a copy to
Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP., 101 East 52nd Street, New York,
New York 10022 Attention: Stephen Weiss, Esq.; or

                  (b)      If to Purchaser or Global, to c/o Nathan W. Drage,
Attorney At Law, at 4766 Holladay Blvd., Holladay, Utah 84117, or to such other
person and place as Purchaser shall furnish to Company in writing.

         12.02.   ANNOUNCEMENTS. Announcements concerning the transactions
provided for in this Agreement by either the Company or Purchaser shall be
subject to the approval of the other in all essential respects, except that the
approval of the Company shall not be required as to any statements and other
information which Purchaser may submit to its shareholders.

         12.03    DEFAULT. Should any party to this Agreement default in any of
the covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee, which
may arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statutes of the State of Nevada, United States of
America.



         12.04    ASSIGNMENT. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other party
or parties, which consent shall not be unreasonably withheld.

         12.05    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their successors and
assigns.

         12.06    HOLIDAYS. If any obligation or act required to be performed
hereunder shall fall due on a Saturday, Sunday or other day which is a legal
holiday established by the State of Nevada, such obligation or act may be
performed on the next succeeding business day with the same effect as if it had
been performed upon the day appointed.

         12.07    COMPUTATION OF TIME. The time in which any obligation or act
provided by this Agreement is to be performed is computed by excluding the first
day and including the last, unless the last day is a holiday, in which event
such day shall also be excluded.

         12.08    GOVERNING LAW AND VENUE. This Agreement shall be governed by
and interpreted pursuant to the laws of the Sate of Nevada. Any action to
enforce the provisions of this Agreement shall be brought in a court of
competent jurisdiction within the State of Nevada and in no other place.

         12.09    PARTIAL INVALIDITY. If any term, covenant, condition or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant, condition
or provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.

         12.10    NO OTHER AGREEMENTS. This Agreement constitutes the entire
Agreement between the parties and there are and will be no oral representations
which will be binding upon any of the parties hereto.

         12.11    RIGHTS ARE CUMULATIVE. The rights and remedies granted
hereunder shall be in addition to and cumulative of any other rights or remedies
provided under the laws of the State of Nevada.

         12.12    WAIVER. No delay or failure in the exercise of any power or
right shall operate as a waiver thereof or as an acquiescence in default. No
single or partial exercise of any power or right hereunder shall preclude any
other or further exercise thereof or the exercise of any other power or right.

         12.13    SURVIVAL OF COVENANTS, ETC. All covenants, representations,
and warranties made herein to any parties or in any statement or document
delivered to any party hereto, shall survive the making of this Agreement and
shall remain in full force and effect until the obligations of such party
hereunder have been fully satisfied.

         12.14    FURTHER ACTION. The parties hereto agree to execute and
deliver such additional documents and to take such other and further action as
may be required to carry out fully the transaction(s) contemplated herein.

         12.15    AMENDMENT. This Agreement or any provision hereof may not be
changed, waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom enforcement
of the change, waiver, termination, or discharge is sought.

         12.16    HEADINGS. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

         12.17    COUNTERPARTS. This agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument, provided that Purchaser shall have
no obligations hereunder until all Shareholders have become signatories hereto.



         IN WITNESS WHEREOF, the parties hereto executed the foregoing
Acquisition Agreement as of the day and year first above written.

PURCHASER:                              GRIFFIN INDUSTRIES, INC.

                                        By
                                            ---------------------------------
                                            Scott Hosking, President & CEO

COMPANY:                                PERFISANS NETWORKS CORPORATION

                                        By
                                            ---------------------------------
                                            To-Hon Lam, President & CEO

SHAREHOLDERS:
                                            ---------------------------------
                                                     To-Hon Lam

                                            ---------------------------------
                                                      Bok Wong

                                        GLOBAL FUNDING GROUP, INC.

                                        By:
                                            ---------------------------------


                                   SCHEDULE A

             SHAREHOLDER                              NUMBER OF SHARES

Albert Chang, Elaine Chiu and Ka Bun Sit                     83,334
Wong, Bok                                                   500,000
EE Solutions, Inc.                                          312,500
Wang, Eileen                                                 83,334
General Resources Co.                                     2,000,000
Huang, Jui-Jung                                             100,000
Cheng. Kwan, H.                                              50,000
Lodenquai, Richard                                          700,000
Liu, Shu-Jung                                                33,335
Lam, Tak, Oi Ida                                             50,000
Lam, To-Hon                                                 500,000
Heung, Yam, Kit Charley                                      50,000
L. Shih Family Limited Partnership                          400,000
Sharp Idea Securities Co, Ltd.                              446,667
HJG Partnership                                             416,667
So Lai Wah Anita                                             21,000
Richard Sze                                                  10,000
Sze Chi Man                                                  10,000
Kan wai Kin Stanley                                          20,000
Liao Bo Tian                                                 48,500
Dwayne Bennett                                               14,000
Yun Chiu Yu/Feng Ming Kuan                                   20,000
Derek So                                                     10,000





Anges So                                                     10,000
Wai Hung Sam Lam                                             10,000
Jimmy Lee                                                    10,000
Henry Chau                                                   15,000
Sunny L-M Chang                                              10,000
Betty Liu                                                   213,333
Shek Ho Wong                                                 21,333
Shingfat International Consulting Inc.                      800,000
Harbour Capital Management Group(1999) Inc.                 311,459
Wong, Bok                                                 7,000,000
Huang, Jui-Jung                                             300,000
Cheng, Kwan, H                                              150,000
Pei-Pei, Lee                                              6,000,000
Lodenquai, Richard                                          600,000
Lam, To-Hon                                               7,000,000
Yam Kit Charley Heung and Tak Oi Ida Lam                    300,000
Sharp Idea Securities Co, Ltd                             1,500,000
Harbour Capital Management Group(1999) Inc.               1,142,500
Albert Chang, Elaine Chiu and Ka Bun Sit                    250,000
Lin, Andrew                                                 250,000
Wang, Eileen                                                500,000
Liu, Kerpei, Kirby                                          100,000
Legend Rider Development Limited                            250,000
Liu, Shu-Jung                                               100,005
Chan, Wilson                                                 25,000
Herh, Ting                                                   10,000
Sit, Ka Bun                                                 100,000

         TOTAL NUMBER OF SHARES ISSUED                   32,857,967
                                                      =============



                                      -14-

EX-99.1

                                                                         Ex-99.1


Perfisans Holdings Inc. Closes Acquisition of Perfisans Networks Corporation



TORONTO--(BUSINESS       WIRE)--Dec.      22,      2003--Perfisans      Holdings
Inc.(NASDAQ-OTCBB:PFNH)      (PFNH.OB)     formerly     Griffin      Industries,
Inc.(NASDAQ-OTCBB:PFNH)  today  announced  that it closed on the  acquisition of
Perfisans  Networks   Corporation,   whereby  Perfisans  became  a  wholly-owned
subsidiary of Perfisans Holdings. Perfisans is a semiconductor company providing
chip  solutions to the  networking  and storage  industry.  Its chips will allow
computer  manufacturers  to quickly and effectively  provide higher  performance
than what is available in the market today.  At the same time,  Perfisans  chips
will also  provide a  significantly  lower  cost  solution  to their  customers.
Pursuant to the  acquisition,  Griffin  changed its name to  Perfisans  Holdings
Inc.(NASDAQ-OTCBB:PFNH)  Details  of the  acquisition  will  be  disclosed  in a
pending 8-K to be filed with the SEC, within the regulatory time period.

Perfisans  is  rapidly   establishing  its  name  in  the  Application  Specific
Integrated Circuit (ASIC)  semiconductor  industry.  Perfisans solutions provide
cost   effective,   high   performance   network  chips  and  storage  chips  to
manufacturers  in the dynamic high growth computer  industry.  Perfisans will be
the first company to bring an expensive  enterprise  Gigabit  Ethernet  solution
with TCP offload  engine (TOE)  implementation  at average  consumer  affordable
pricing.  Perfisans  TOE  technology  addresses the  ever-increasing  networking
bottleneck by offering both  increased  network  performance  and the ability to
offload processing  network protocol.  Perfisans plans to launch its TOE network
chip in Q1 2004.  Current  discussions with  manufacturers  are also underway to
complete sales agreements for this product in the first half of 2004.

To-Hon Lam, current CEO of Perfisans  states,  "This merger will allow Perfisans
to increase  its  visibility  to the  investment  and  commercial  marketplaces.
Through this merger,  Perfisans  intends to raise  awareness of its product line
among the  investment  community  and of the rapidly  growing  potential  of the
networking and storage  semi-conductor  industry.  The merger opens the door for
Perfisans  to explore  new  opportunities  in the public  investment  market and
expands its position in the rapidly growing field worldwide."

About Perfisans Networks Corporation

Perfisans  Networks  Corporation is an advanced ASIC design house focused on new
generation  networks  and storage  chips.  Perfisans  Networks  Corporation  was
founded in 2001 and is  quickly  being  recognized  as an  innovator  in network
interface products. More information can be obtained from the company's web site
located at www.perfisans.com.

Certain  statements in this  document  constitute  "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors,  which may cause the actual results,  performance or achievements
of Perfisans Networks  Corporation ("the Company"),  or industry results,  to be
materially  difference  from any future  results,  performance,  or achievements
expressed or implied by such  forward-looking  statements.  The Company's future
operating results are dependent upon many factors,  including but not limited to
the Company's ability to: (i) obtain sufficient  capital or a strategic business
arrangement  to  fund  its  plan of  operations  when  needed;  (ii)  build  the
management  and human  resources  and  infrastructure  necessary  to support the
growth of its business;  (iii) competitive  factors and developments  beyond the
Company's  control;  and (iv)  other risk  factors  discussed  in the  Company's
periodic filings with the Securities and Exchange Commission which are available
for review at www.sec.gov under "Search for Company Filings".


    CONTACT: Perfisans Networks Corporation
             Alpha Pang, Investors Relations, 905-943-9996, Ext:230
             email: alpha@perfisans.com

    SOURCE: Perfisans Networks Corporation