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

                                  FORM 10-QSB/A
(Mark One)

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

For the quarterly period ended September 30, 2001

                                     or

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

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

         Maryland                                  91-1869317
(State or other Jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                             25th Floor
                          1111 Third Avenue
                            Seattle, WA
                                98101
               (Address of principal executive offices)

                           (206) 326-8090
                      (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceeding 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.
X Yes __ No

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
            PROCEEDINGS DURING THE PRECEEDING 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 equity, as of the latest practicable date.

CLASS                                 OUTSTANDING AT 09-30-2001
Common Stock - $0.001 par value       		2,869,633
                                   INDEX


PART I - FINANCIAL INFORMATION

Item 1- Financial Statements (unaudited)................................10Q-3
	  Condensed Balance Sheets........................................10Q-3
        Condensed Statements of Operations and Deficit..................10Q-4
        Condensed Statements of Cash Flows..............................10Q-6
	  Notes to Condensed Financial Statements.........................10Q-8

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


PART II - OTHER INFORMATION............................................10Q-13

EXHIBIT INDEX..........................................................10Q-13
SIGNATURES.............................................................10Q-14






































PART 1
FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS

                        GRIFFIN INDUSTRIES, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEET
                             (UNAUDITED)
                              (in US$)



                            September 30, 2001             December 31, 2000
ASSETS

Current
Cash and cash equivalents      $        94                   $    4,761
Loan receivable                     60,966                      125,688
                                ----------                   ----------
Total current assets                61,060   			    130,449

Capital asset                          832                          832
                                ----------                    ---------
Total assets                   $    61,892                   $  131,281


LIABILITIES AND STOCKHOLDERS'
EQUITY

Current
Accounts payable and
accrued expenses               $   30,330                    $   25,686
                                ---------                     ---------
Total current liabilities          30,330                        25,686

Stockholders' equity
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,
2,869,633 shares issued and
outstanding                         2,869                         2,869
Additional paid-in capital      2,534,539                     2,534,539
Unearned compensation             (33,372)                      (73,746)
Accumulated deficit under
development stage              (2,474,974)                   (2,360,567)
                               -----------                   -----------
Total stockholders' equity         31,562                       105,595

Total liabilities and
stockholders' equity            $  61,892                    $  131,281

                                     10Q-3
                         GRIFFIN INDUSTRIES, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                    STATEMENT OF OPERATIONS AND DEFICIT
                                (UNAUDITED)
                                  (in US$)



                         For the three                For the nine months
                          months ended                   months ended
                  September 30,    September 30,   September 30, September 30,
                      2001             2000           2001          2000

REVENUE
Investment income        $1,159          $3,000          $5,005       $13,418
                      ---------        --------         -------       -------
                          1,159           3,000           5,005        13,418


EXPENSES
Professional fees         1,993          49,001          29,423       163,011
Travel                        -          10,778               -        65,569
Office and
miscellaneous            32,839          91,172          89,989       236,774
Directors' fees               -             750               -         2,250
Depreciation expense          -               -               -             -
                      ---------        --------         -------       -------
                         34,832         151,701         119,412       467,604


Loss for the period     (33,673)       (148,701)       (114,407)     (454,186)


Accumulated deficit
under development
stage, beginning
of period            (2,441,301)     (2,203,040)     (2,360,567)   (1,897,555)

Accumulated deficit
under development
stage, end
of period           $(2,474,974)    $(2,351,741)    $(2,474,974)  $(2,351,741)


Weighted average
number of common
shares outstanding    2,869,633       2,663,591       2,869,633     2,663,591

Loss per common
share - basic and
diluted                 $(0.01)          $(0.06)        $(0.04)        $(0.17)





                                     10Q-4

                           Period from October 14, 1997
                              to September 30, 2001
REVENUE
Investment Income                  $98,761
                                 ---------
                                   $98,761

EXPENSES
Professional fees                1,041,744
Travel                             402,749
Office & miscellaneous           1,109,827
Directors' fees                     18,250
Depreciation expense                 1,165
                                 ---------
                                 2,573,735

Loss for the period             (2,474,974)

Accumulated deficit
under development
stage, beginning
of period                                -

Accumulated deficit
under development
stage, end
of period                      $(2,474,974)




























                                     10Q-5
                             GRIFFIN INDUSTRIES, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                                    (in US$)





                                For the nine
                                 months ended                Period from
                       September 30,   September 30,       October 14, 1997
                            2001            2000        to September 30, 2001
OPERATING ACTIVITIES

Loss for the period    $ (114,407)     $ (454,186)                 $(2,474,974)
Add items not
affecting cash:
  Accrued interest        (4,999)         (7,447)                     (15,687)
  Depreciation
   expense                     -               -                        1,165
  Non-cash services
   received from the
   Principal Stockholder  45,044               -                       45,044
  Stock based
   compensation           40,374          40,375                      152,628
Changes in operating
liabilities:
  Accounts payable
   & accrued expenses     4,644           18,952                       30,330
                        -------         --------                    ---------
Cash used in operating
 activities             (29,344)        (402,306)                  (2,261,494)



INVESTING ACTIVITIES

Purchase of capital
  assets                      -                -                       (1,997)
Loan receivable          24,677            7,000                      (90,323)
                       --------         --------                    ----------
Cash provided by
 (used in) operating
 activities              24,677            7,000                      (92,320)










                                     10Q-6
FINANCING ACTIVITIES

Proceeds from common
  and preferred stock        -                -                     2,353,908
                       -------          -------                     ---------
Cash provided by
  financing activities       -                -                     2,353,908


Increase (decrease)
  in cash and cash
  equivalents during
  the period           (4,667)         (395,306)                           94
Cash and cash
  equivalents,
  beginning of period   4,761           410,925                             -
                       -------          -------                     ---------
Cash and cash
  equivalents,
  end of period      $     94       $    15,619                  $         94




































                                     10Q-7
                         GRIFFIN INDUSTRIES, INC.
                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                              (UNAUDITED)
                               (in US$)


1. BASIS OF PRESENTATION

These financial statements have been prepared by management on a going concern
basis, which contemplates the realization of assets and the discharge of
liabilities in the normal course of business for the forseeable future.

The Company has incurred significant losses and negative cash flow from
operations since its inception and has an accumulated deficit of $2,474,974 at
September 30, 2001 (December 31, 2000 - $2,360,567). A substantial portion of
the losses is attributable to efforts in identifying and evaluating acquisition
opportunities. The Company's ability to continue as a going concern is in
substantial doubt and is dependent upon the continued support of its principal
stockholder and obtaining additional financing. There can be no assurance the
Company can attain profitable operations or obtain additional financing in the
future.

These financial statements do not give effect to any adjustments which would
be necessary should the Company be unable to continue as a going concern and
therefore be required to realize its assets and discharge its liabilities in
other than the normal course of business and at amounts different from those
reflected in the accompanying financial statements.

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.  Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles in the United
States have been condensed or omitted pursuant to such SEC rules and
regulations.  Operating results for the quarter ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.  These financial statements should be read in conjunction
with the Company's audited financial statements for the period ended
December 31, 2000.

2. RELATED PARTY TRANSACTIONS

Substantially all of the company's operations are managed by the Company's
Principal Stockholder and executive, management and administrative services are
provided by a company wholly owned by the Principal Stockholder. During the
period the Company paid nil [September 30, 2000 - $190,500] for management and
administrative services.  Additional management and administrative services with
a fair value of $45,044 were provided at no cost to the Company in settlement
of the loan receivable from the Principal Stockholder during the period
(September 30, 2000 - nil).

In 1998, the Company entered into an unsecured revolving loan agreement with a
director and major shareholder whereby he can borrow up to $125,000 at 7.75% per
annum. At September 30, 2001, the Company had a balance of $60,966 owing from
the director which matures June 30, 2002 and includes net advances of $45,279

                                      10Q-8
and interest charged at 7.75% of $15,687 [December 31,2000 - $115,000 and
accrued interest $10,668].


3. SALES OF UNREGISTERED SECURITIES

[a]	Shares authorized

	50,000,000 shares of common stock, $.001 par value
	 5,000,000 shares of preferred stock, $.001 par value

The shareholders of common stock are entitled to one vote per share of common
stock held and the shares are fully transferable subject to applicable laws.

The issued and outstanding preferred stock consists of "Series A" convertible
preferred stock, where each Series A convertible preferred stock will convert
into five shares of common stock upon and subject to: a change in control of the
Company; any tender offer of shares made under Section 14 of the Securities and
Exchange Act which, upon approval and completion, would effect a significant
change of control of the Company; or a liquidation or dissolution of the
Company. The Company and its stockholders have approved a plan to reincorporate
the Company in the State of Delaware. The Principal Stockholder has agreed to
surrender all Series A preferred stock to the Company for no consideration in
connection with the reincorporation of the Company into Delaware.

In the event of a liquidation or dissolution of the Company, the holders of the
common stock shall be entitled to receive all of the net assets of the Company.

 [b]	Warrants

No.of Common              Exercise             	Expiration
Shares Issuable           Price                 Date
- -----------------------------------------------------------------------

388,000                     $1.00               December 01, 2002
500,000                     $1.00               March 17, 2003
100,000                     $1.00               December 31, 2003
- -----------------------------------------------------------------------


















                                     10Q-9
[c]	Stock options



At September 30, 2001, the Company has granted fully exercisable options to
directors as follows:

      Number of
	common shares	   Exercise
	issuable	          price	            Date of expiry
--------------------------------------------------------------------------
	 20,000	          $1.00	            January 1, 2003
	 20,000	          $3.00         	July 1, 2003
	 20,000	          $3.00	            January 1, 2004
	 20,000	          $3.00	            July 1, 2004
	 20,000	          $3.00	            January 1, 2005
--------------------------------------------------------------------------
      100,000
--------------------------------------------------------------------------


Stock options for the respective periods and the number of stock options
outstanding are summarized as follows:


                            Number of 			Weighted average
                           common shares	    	       exercise price
	                     under option	                   $
- ----------------------------------------------------------------------
Balance, December 31, 1999	80,000	          		2.50
Options granted	            20,000	          		3.00
- -----------------------------------------------------------------------
Balance, December 31, 2000
and September 30, 2001       100,000	          		2.60
- -----------------------------------------------------------------------

4. SEGMENTED INFORMATION

The Company operates in one geographic segment in the Untied States.

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

The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this report and
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations; Plan of Operation" presented in the Company's 2000 Annual Report
on Form 10-KSB.

INTRODUCTORY NOTE

This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and the Company intends that such forward
looking statements be subject to the safe harbors created thereby.

                                     10Q-10

OVERVIEW

Griffin Industries, Inc. was incorporated in Maryland on
October 14, 1997,to be a venture capital vehicle for investors.  As such, we
were qualified as a business development company under the Investment Company
Act of 1940 and voluntarily submitted to the Securities and Exchange
Commission's public reporting requirements.  As a business development company,
we were eligible to make investments in qualifying companies and would have
earned our returns, if any, upon the sale of those investments.

We originally considered making investments in the staffing, technology,
and heavy equipment rental and distribution industries. We contacted business
brokers and investment bankers to assist us in identifying investment
opportunities in those sectors.  We reviewed a number of business plans and
eventually decided to focus on the heavy equipment industry.

After identifying, contacting and investigating many heavy equipment
companies, we determined that it would be more profitable to purchase entire
companies or businesses.  As a result, we terminated our status as a business
development company and our regulation under the Investment Company Act of 1940
and we began efforts to simultaneously acquire several companies in the heavy
equipment industry.  By Summer, 1998, we had completed valuations and financial
due diligence on five target companies, and signed letters of intent or similar
arrangements with each of them.  We also completed due diligence and acquisition
documentation with one of the five.

However, heavy equipment valuations became depressed and we therefore
discontinued our efforts in that sector and sought a different sector where
greater shareholder returns would be available.

After conducting extensive research, our board decided to pursue a
consolidation plan in the Internet services sector. In January, 2000 we executed
a nonbinding letter of intent to acquire our first Internet services company.
However, we did not complete the acquisition because we were unable to raise the
necessary funds during an early 2000 market downturn in the Internet sector.

Since that time, we have not actively conducted significant operations.  Our
plan for fiscal 2001 is to resume active operations by taking some or all of the
following steps:

* Obtain active quotation for our common stock on the OTC Bulletin Board
* Raise the additional capital necessary to enable us to investigate and
  negotiate with additional acquisition targets
* Identify, conduct due diligence on, and acquire our first acquisition in a
  stock transaction


LIQUIDITY AND CAPITAL RESOURCES

The company has limited liquidity and capital resources.  The Company's
cash balances have decreased by $4,667 from the period ending December 2000.
The Company has almost no cash and has ceased active operations. To resume
active operations, the Company will need to raise additional cash, most
likely by selling more shares.  The Company will need capital to pay for the

                                     10Q-11
costs of identifying, researching, negotiating with, and performing due
diligence on potential acquisition targets. The Company will also need to raise
significant additional funds and/or issue significant amounts of our securities,
to finance each of our acquisitions.  All of these capital requirements are
likely to dilute the ownership of our current shareholders.  The Company may
not be able to raise the cash we need.

The Company relies on Barretto Pacific Corporation, a company wholly owned
by Landon Barretto the Principal Shareholder for executive, managerial and
administrative services.

The Company has a revolving loan arrangement with Mr. Barretto under which
he can borrow up to $125,000 at 7.75% per annum.  All amounts borrowed under
this arrangement are due and payable in full on June 30, 2002.  As of
September 30, 2001, a total of $60,966, including principal and interest, is
outstanding.  A portion of the loan principal has been reduced by $15,000 for
the period which comprises the value of services which were provided at no cost
by Barretto Pacific Corporation, a company wholly owned by Landon Barretto.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30,2000

Our only revenue to date is for interest earned on cash and cash equivalent
balances and a note receivable from a director. From inception through
September 30, 2001, this totaled $98,761. Investment revenue decreased $1,841
from $3000 or, 61% from the corresponding prior year period. This decrease was
due to reduced cash and cash equivalent balances.

Total costs and expenses decreased for the three month period ending
September 30, 2001 from $151,701 to $34,832 or 77% from the corresponding prior
year period. This decrease was primarily due to reduced operating and
acquisition activities during the period.

Professional fees decreased for the three month period ending
September 30, 2001 from $49,001 to $1,993, or 96% from the corresponding prior
year period, primarily as a result of reduced due diligence activity with
respect to acquisitions.  Professional fees consist primarily of the fees we
have paid legal and accounting. Travel expenses decreased for the three month
period ending September 30, 2001 from $10,778 to nil, or 100% from the
corresponding prior year period, primarily due as a result of reduced
operating activities during the period.

Management fees, which are included in office and miscellaneous expenses,
decreased for the three month period ending September 30,2001
from $50,000, to nil, or 100% from the corresponding prior year period
primarily due to a decrease in operations during the period.  Management fees
are paid to Barretto Pacific Corporation, a wholly owned company of Landon
Barretto, for executive, managerial, and administrative services.  These
expenses consist primarily of the cost of travel, entertainment, rent and
utilities.  General and administrative costs are expected to increase to support
our growth.


                                     10Q-12
Office and miscellaneous decreased from $91,172 to $32,839 or 64% from
the corresponding prior year period due to a decrease in  office expenses.
Office and miscellaneous also includes services valued at $15,000 provided from
Barretto Pacific, a company wholly owned by Landon Barretto. These services
consist partly of the salary and associated benefits of an employee from the
period of January 1, 2001 to September 30, 2001, whose services were also
provided through a co-employment agreement between the Company and Barretto
Pacific Corporation.

The Company's cash and cash equivalents balances have decreased $4667
from $4761 in the period ending December 31, 2000 to $94 in the period
ending September 30, 2001.

FUTURE OPERATING RESULTS

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


PART 11
OTHER INFORMATION


Item 6.	Exhibits and Reports on Form 8-k

(a) None


(b) Exhibits

1) 	Articles of Incorporation of the Company (Incorporated herein by
      reference to Form 10 as filed by the Company on December 15, 2000).
2) 	Bylaws of the Company (Incorporated herein by reference to Form 10 as
      filed by the Company on December 15, 2000).
3) 	Warrant Agreement between the Company and Savings and Retirement
      Services, LLC dated December 20, 1997 (Incorporated herein by reference
      to Form 10 as filed by the Company on December 15, 2000).
4) 	Warrant Agreement between the Company and Landon Barretto dated
      March 17, 2000 (Incorporated herein by reference to Form 10 as filed by
      the Company on December 15, 2000).
5) 	1999 Long-Term Stock Incentive Plan (Incorporated herein by reference to
      Form 10 as filed by the Company on December 15, 2000).
6) 	Form of Certificate of Incorporation of the Company to be effective upon
      completion of planned reincorporation in Delaware (Incorporated herein by
      reference to Form 10 as filed by the Company on December 15, 2000).
7)    Form of Bylaws of the Company to be effective upon completion of planned
      reincorporation in Delaware (Incorporated herein by reference to Form 10
      as filed by the Company on December 15, 2000).






                                     10Q-13
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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: /s/ Landon Barretto
                   ------------------------------------
                   Landon Barretto
                   President, Chief Executive Officer

Date: November 9, 2001










































                                     10Q-14