<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                      FORM 10-Q

(Mark One)

   [X]    Quarterly report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the quarterly period ended March 31, 1998, or

   [ ]    Transition report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the transition period from _______________ to
          __________________


                          Commission file number: 000-23689


                               GRIFFIN INDUSTRIES, INC.
                (Exact name of registrant as specified in its charter)


     MARYLAND                                        91-1869317
(State or other jurisdiction of)                  (I.R.S. Employer
Incorporation or Organization)                    Identification No.)

                   1111 THIRD AVENUE, 25TH FLOOR, SEATTLE, WA 98101
                (Address of principal executive offices with zip code)

Registrant's telephone number, including area code:              206-326-8090


                                         N/A
                 (Former name, former address and former fiscal year,
                            if changed since last report)


     Indicate by check mark whether the registrant:(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. 

                                       Yes [X]    No [ ]

                                       10Q-1
<PAGE>

                        APPLICABLE ONLY TO ISSUERS INVOLVED IN
                           BANKRUPTCY PROCEEDING DURING THE
                                 PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. 

                                   Yes [ ]  No [ ]

                         APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  

          CLASS                              OUTSTANDING AT APRIL 30, 1998
Common stock - $.001 par value                         1,700,000

                              Exhibit Index on Page 10Q-12

                                        INDEX

PAGE
Cover Page
Index
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements................................  10Q-3
              Condensed Balance Sheets............................  10Q-3
              Condensed Statements of Operations..................  10Q-4
              Condensed Statements of Cash Flows..................  10Q-5
              Notes to Condensed Financial Statements.............  10Q-6

     Item 2 - Management's Discussion and Analysis of
              Financial Condition and Results of Operations.......  10Q-8

PART II - OTHER INFORMATION....................................... 10Q-11

     Item 2 - Changes in Securities and Use of Proceeds........... 10Q-11
     Item 6 - Exhibits and Report on Form 8-K..................... 10Q-12

SIGNATURES........................................................ 10Q-12
EXHIBIT INDEX..................................................... 10Q-12

                                     10Q-2
<PAGE>
                                        PART 1
                                FINANCIAL INFORMATION 

ITEM 1 - FINANCIAL STATEMENTS 

                              GRIFFIN INDUSTRIES, INC.
                              CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            March 31,         December 31,
                                                              1998               1997
                                                                $                  $
                                                           [unaudited]
------------------------------------------------------------------------------------------
<S>                                                        <C>                <C>
ASSETS
Current assets:
Cash and cash equivalents [NOTE 2]                          481,978              53,563
Prepaid expenses                                             47,500              15,000
------------------------------------------------------------------------------------------
Total assets                                                529,478              68,563
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable                                            155,370              91,323
Accrued expenses                                             33,765              10,000
------------------------------------------------------------------------------------------
Total current liabilities                                   189,135             101,323
------------------------------------------------------------------------------------------
Due to a company controlled by a director [NOTE 3]            9,755                  --
------------------------------------------------------------------------------------------
Total liabilities                                           198,890             101,323
------------------------------------------------------------------------------------------

Stockholders' equity (deficiency):
Convertible Preferred stock, $.001 par value, 
  5,000,000 shares authorized, 
  2,500,000 shares issued and outstanding                     2,500               2,500
Common stock, $.001 par value, 
  50,000,000 shares authorized,
  1,700,000 shares issued and outstanding [NOTE 4]            1,700                 700
Common stock to be issued                                        --                 139
Additional paid-in capital                                  999,000             138,861
Accumulated deficit                                        (672,612)           (174,960)
------------------------------------------------------------------------------------------
Total stockholders' equity (deficiency)                     330,588             (32,760)
------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity (deficiency)     529,478              68,563
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
</TABLE>


[SEE ACCOMPANYING NOTES]

                                     10Q-3

<PAGE>


                              GRIFFIN INDUSTRIES, INC.
                         CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    October 14, 1997
                                                            January 1, 1998 to   (date of incorporation)
                                                              March 31, 1998       to December 31, 1997
                                                                    $                       $
                                                               [unaudited]
--------------------------------------------------------------------------------------------------------
<S>                                                         <C>                  <C>
EXPENSES
Directors' fees [NOTE 3]                                            10,500                  --
Administrative services [NOTE 3]                                    60,150                  --
Office and miscellaneous                                            27,610               6,848
Professional fees [NOTE 3]                                         146,022              20,887
Travel                                                              69,821               5,902
--------------------------------------------------------------------------------------------------------
Total expenses                                                     314,103              33,637
--------------------------------------------------------------------------------------------------------
Loss before provision for income taxes                            (314,103)            (33,637)
Provision for income taxes                                              --               --   
--------------------------------------------------------------------------------------------------------
Net loss for the period                                           (314,103)            (33,637)

Accumulated deficit, beginning of period                          (174,960)                 --
Share issue costs [NOTES 3 AND 4]                                 (183,549)           (141,323)
--------------------------------------------------------------------------------------------------------
Accumulated deficit, end of period                                (672,612)           (174,960)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------

Basic loss per share [NOTE 5]                                        (0.26)              (0.05)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------

Shares used in computation of basic loss per share [NOTE 5]      1,200,000             700,000
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
</TABLE>

[SEE ACCOMPANYING NOTES]

                                     10Q-4

<PAGE>

                              GRIFFIN INDUSTRIES, INC.
                         CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                        October 14, 1997
                                                            January 1, 1998 to       (date of incorporation)
                                                              March 31, 1998           to December 31, 1997
                                                                    $                            $
                                                               [unaudited]
------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                      <C>
OPERATING ACTIVITIES
Net loss for the period                                         (314,103)                    (33,637)
Changes in operating assets and liabilities:                                              
  Prepaid expenses                                               (32,500)                    (15,000)
  Accrued expenses                                                23,765                      10,000               
------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                           (322,838)                    (38,637)
------------------------------------------------------------------------------------------------------------
                                                                                          
FINANCING ACTIVITIES                                                                      
Proceeds from Common and Preferred Stock,                                                 
  net of issuance costs [NOTES 3 AND 4]                          677,451                         877
Change in accounts payable related to issue costs                 64,047                      91,323
Advances from a company controlled by a director [NOTE 3]          9,755                          --
------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                        751,253                      92,200
------------------------------------------------------------------------------------------------------------
                                                                                          
Net increase in cash and cash equivalents during the period      428,415                      53,563
Cash and cash equivalents, beginning of period                    53,563                          --
------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                         481,978                      53,563
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
</TABLE>


[SEE ACCOMPANYING NOTES]

                                     10Q-5

<PAGE>

                               GRIFFIN INDUSTRIES, INC.
                       NOTES TO CONDENSED FINANCIAL STATEMENTS

                                     (UNAUDITED)


1.   UNAUDITED INTERIM FINANCIAL STATEMENTS

The financial statements as of March 31, 1998 have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC). These statements are unaudited and, in the opinion of management, include
all adjustments (consisting of normal recurring adjustments and accruals)
necessary to present fairly the results for the periods presented. The balance
sheet at December 31, 1997 has been derived from the audited financial
statements at that date. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such SEC rules
and regulations. Operating results for the quarter ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. These financial statements should be read in conjunction with
the Company's audited financial statements for the period ended December 31,
1997.

2.   CASH AND CASH EQUIVALENTS

The Company invests certain of its excess cash in money market instruments of
high-quality mutual funds. The Company considers all highly liquid instruments
with an original maturity of three months or less to be cash equivalents. Cash
and cash equivalents are carried at cost, which approximates market.

3.   RELATED PARTY TRANSACTIONS

During the period, the Company paid $10,500 to directors for services rendered
$60,150 to a company controlled by a director for administrative services
rendered, and $113,747 in legal fees and share issue costs to a law firm
controlled by an officer. Effective March 20, 1998 that attorney was no 
longer an officer of the Company.

The amount due to a company controlled by a director is without interest or
stated terms of repayment.

4.   SALES OF UNREGISTERED SECURITIES

The Company commenced a self underwritten direct public offering on November 
6, 1997 for 1,000,000 shares of common stock at an offering price of $1.00 
per share. The Company is relying on the exemption from the registration 
requirements of the Securities Act of 1933 pursuant to Regulation E 
thereunder.

Pursuant to this offering, the Company sold 1,000,000 shares of common stock 
between the period November 6, 1997 to March 6, 1998 (the offering 
termination date) for cash consideration of $675,128 net of share issue costs 
of $324,872, of which $141,323 were incurred during the period ending 
December 31, 1997 and the remaining $183,549 were incurred during the quarter 
ending March 31, 1998. For the period November 6, 1997 to December 31, 1997 
subscriptions were received for 139,000 shares and $139,000 cash 
consideration. The remaining subscriptions for 861,000 shares and $861,000 
cash consideration were received during the period January 1, 1998 to March 
6, 1998. The full 1,000,000 shares were issued and allotted during the 
quarter ending March 31, 1998.

                                     10Q-6

<PAGE>


5.   LOSS PER SHARE

SFAS No. 128, "Earnings per Share", has been issued and is effective for fiscal
periods ending after December 15, 1997. SFAS No. 128 establishes standards for
computing and presenting earnings(loss) per share. The Company adopted the
provisions of SFAS No. 128 in the first quarter of 1998. Under the standards
established by SFAS No. 128, earnings(net loss) per share is measured at two
levels: basic earnings(loss) per share and diluted earnings(loss) per share.
Basic earnings(loss) per share is computed by dividing net income(loss) by the
weighted average number of common shares outstanding during the year. Diluted
earnings(loss) per share is computed by dividing net income(loss) by the
weighted average number of common shares outstanding after considering the
additional dilution related to convertible stock. All loss per share amounts in
the accompanying financial statements have been stated to reflect the
application of the provisions of SFAS No. 128. The diluted loss per share is
equivalent to the basic loss per share because the convertible stock is
considered antidilutive.

                                     10Q-7

<PAGE>

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

The following Management's Discussion and Analysis of Financial Condition and 
Results of Operations contains forward-looking statements within the meaning 
of the Private Securities Litigation Reform Act of 1995.  These 
forward-looking statements are based on management's current expectations, 
estimates and projections about the Company and the industries in which it 
intends to invest, management's beliefs and certain assumptions made by 
management.  These forward-looking statements involve risks and 
uncertainties, and actual results may differ materially from those 
anticipated or expressed in such statements. Potential risks and 
uncertainties include, among others, those set forth under "Overview" and  
"Liquidity and Capital Resources" included in this Management's Discussion 
and Analysis of Financial Condition and Results of Operations and in the 
"Risk Factors" section of the Company's final offering circular dated 
December 8, 1997. Particular attention should be paid to the cautionary 
statements involving the Company's lack of any operating history, the 
unpredictability of its future revenues, and the start-up nature of its 
business. 

OVERVIEW

The Company is a non-diversified closed-end management investment company 
which has filed a notice of election to be regulated as a business 
development company ("BDC") under the Investment Company Act of 1940.  The 
Company was organized to provide investors with a modest amount of capital 
the opportunity to participate in venture capital-type investments that are 
generally not available to the public and that typically require 
substantially larger financial commitments. The Company initially intends to 
focus its investments in the equipment distribution/rental industry, 
especially companies distributing and renting heavy construction and 
industrial machinery and equipment used in land excavating.  The Company 
anticipates that it will purchase all or substantially all of the stock or 
assets of the companies in which it initially invests. These acquisitions 
will be financed through additional sales of Company securities and/or loans. 

The Company was incorporated in October 1997.  Its only activities to date 
have been to raise capital and to locate, research, negotiate with, audit, 
and otherwise prepare to invest in one or more companies in the heavy 
equipment distribution/rental industry.  Accordingly, the Company has no 
history on which to base an evaluation of its business and prospects.  The 

                                     10Q-8

<PAGE>

Company's prospects must be considered in light of the risks, expenses and 
difficulties of companies in the extremely competitive business of investing 
in other companies.  To address these risks, the Company must, among other 
things, implement and successfully execute its business strategy, refine its 
ability to locate, research, and successfully negotiate with high quality 
potential investee businesses, manage its growth, respond to competitive 
developments, and attract, retain and motivate qualified personnel.  There 
can be no assurance that the Company will be successful in addressing such 
risks, and the failure to do so could have a material adverse effect on the 
Company's business, prospects, financial condition and results of operations. 

Since inception, the Company has incurred losses, as its activities have been 
limited to raising capital and locating, researching, negotiating with, and 
auditing potential investee businesses.  The Company believes that its 
success will depend on its ability to close the acquisition of several 
businesses whose revenues will provide an attractive return on the Company's 
investment. Accordingly, the Company intends to continue to invest heavily in 
locating, researching, negotiating with, and auditing potential investees.  
In addition, the Company believes that until it closes its first acquisition 
it will continue to incur operating losses, and that the rate at which such 
losses will be incurred may increase significantly from current levels.  

As a result of the Company's lack of any operating history and the nature of 
its business, the Company is unable to accurately forecast its revenues.  The 
Company's current and future expense levels are uncertain, as they are based 
largely on the requirements of its intended investment efforts, which are 
unknown.  

The Company expects to experience significant fluctuations in its future 
quarterly operating results, due to a variety of factors, many of which are 
outside of the Company's control.  Factors that may adversely affect the 
Company's quarterly operating results include (i) the timing of any potential 
acquisition, and the integration of the financial results of the investee 
into those of the Company; (ii) general economic conditions and economic 
conditions specific to the heavy equipment distribution and rental industry; 
and (iii) intense competition to invest in attractive businesses in the heavy 
equipment distribution and rental industry.  Due to the foregoing factors, in 
one or more quarters the Company's operating results may fall below the 
expectations of investors.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1998, the Company's cash and cash equivalents were $481,978, 
compared to $53,563 at December 31, 1997.  On March 6, 1998, the Company 
completed an initial public offering of 1,000,000 shares of common stock at a 
price of $1.00 per share.  The net proceeds to the Company from the offering 
were approximately $675,128.  Prior to that date, the Company sold an 
aggregate of 700,000 common shares to Landon Barretto, Chairman and Chief 
Execution Officer of the Company and Greg Zeitler, Executive Vice President 
and Chief Operating Officer of the Company, and 2,500,000 preferred shares to 

                                   10Q-9

<PAGE>

Mr. Barretto at $.001 per share, for a total consideration of $3,200.  The 
Company had no other source of cash during the period.

The amount due to a company controlled by a director represents costs 
incurred on behalf of the Company that are to be reimbursed to Barretto 
Pacific Corporation which is wholly owned by Mr. Barretto.

Net cash used in operating activities of $322,838 for the three months ended 
March 31, 1998, was primarily attributable to the expenses incurred in 
raising capital and searching for and investigating appropriate investee 
businesses during that quarter. 

As of March 31, 1998, the Company's principal sources of liquidity consisted 
of $481,978 in cash and cash equivalents.  As of that date, the Company had 
no material commitments.  However, the Company anticipates significant 
capital expenditures to purchase one or more companies, all of which it 
intends to finance through additional sales of Company securities and/or 
loans.  

The Company believes that current cash and cash equivalents will be 
sufficient to meet its anticipated cash needs to be incurred in continuing 
its investigations for, research into, and negotiation with potential 
investee businesses for at least 12 months.  However, the Company does not 
have the funds necessary to complete any investment in, or purchase of, an 
investee business.  All such funds will be obtained, if at all, through the 
completion of one or more additional offerings of the Company's securities or 
through obtaining credit.  The sale of additional equity or convertible debt 
securities could result in additional dilution of the Company's stockholders. 
There can be no assurance that financing will be available in amounts or on 
terms acceptable to the Company, if at all.

RESULTS OF OPERATIONS

NET LOSSES

The Company has not yet received any revenues from operations.  During the 
quarter ended March 31, 1998, the Company incurred approximately $314,103 in 
fees for administrative services, directors fees, and in professional fees, 
office and miscellaneous expenses and travel expenses related to its efforts 
to identify, investigate and negotiate with potential investee businesses.

INCOME TAXES

The Company has not generated any net income to date and therefore has not 
paid any federal income taxes since inception.  

FUTURE OPERATING RESULTS

                                   10Q-10
<PAGE>

The Company's future operating results will be wholly dependent upon the 
success of the investment decisions that the Company will make.  As such, no 
assurance or accurate estimation can be given regarding such operating 
results.  


                                       PART II
                                  OTHER INFORMATION


ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

USE OF PROCEEDS

The Company's offering circular under Regulation E under the Securities Act 
of 1933, as amended (the "Offering Circular"), became effective on November 
6, 1997, and the offering commenced on that day.  The offering terminated on 
March 6, 1998, after sale of all of the securities that were offered under 
the Offering Circular.  The Company acted as its own underwriter and sold 
1,000,000 shares of common stock, par value $0.001 per share, with an 
aggregate price of $1,000,000.  The Company incurred a total of approximately 
$324,872 of expenses in connection with the issuance and distribution of 
those common shares, including finders' fees of approximately $77,100 paid to 
third parties, and approximately $247,772 paid to a law firm controlled by an 
officer for legal fees. Effective March 20, 1998, that attorney was no longer 
an officer of the Company. Offering proceeds, net of aggregate expenses of 
approximately $324,872, were $675,128.  The Company has used approximately 
$481,978 of the net offering proceeds for the purchase of temporary 
investments consisting of cash and cash equivalents, and approximately 
$193,150 of the net offering proceeds for locating, researching, and auditing 
potential investee businesses.  The Company has not used any of the net 
offering proceeds for construction of plant, building or facilities; purchase 
or installation of machinery and equipment; purchase of real estate; or 
repayment of indebtedness. None of the expenses paid in connection with the 
offering and distribution of the common stock in the offering, and none of 
the net offering proceeds, other than directors' fees of $10,500 paid during 
the quarter, administrative service fees of $60,150 paid during the quarter 
to a Company controlled by a director, and legal fees and share issue costs 
of $113,747 paid during the quarter to a law firm controlled by an officer 
were paid directly or indirectly to directors, officers, or general partners 
of the Company or their associates, persons owning 10% or more of any class 
of the Company's securities, or affiliates of the Company. 

The offering circular stated that the offering proceeds would be used to 
invest in emerging companies that are in the growth stage of development.  
The Company is now intending to invest in more mature businesses, in most 
cases that are already showing a substantial history of operating profits.  

                                   10Q-11

<PAGE>

ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K

     (a)  EXHIBITS [FROM ERNST & YOUNG]

          11   Statement Regarding Computation of Net Loss Per Share

          27   Financial data for the period ended March 31, 1998

     (b)  REPORTS ON FORM 8-K

          No reports of Form 8-K were filed during the quarter ended March 31,
          1998.


                                      SIGNATURES

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

                                   GRIFFIN INDUSTRIES, INC.

                                   By:
                                       ---------------------------
                                        Landon Barretto
                                        Chief Executive Officer

Dated: May 15, 1998

                              EXHIBIT INDEX

                          GRIFFIN INDUSTRIES, INC.


EXHIBIT                       EXHIBIT TITLE 
NUMBER

     11        Statement Regarding Computation of Net Loss Per Share

     27        Financial data for the period ended March 31, 1998

                                   10Q-12