<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 June 30, 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 July 31, 1998
Common stock - $.001 par value                      1,700,000

                            Exhibit Index on Page 10Q-12

                                        INDEX
<TABLE>
<S>                                                                  <C>
PAGE
Cover Page                                                           10Q-1
Index                                                                10Q-2
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements                                   
            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

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

SIGNATURES                                                           10Q-12
EXHIBIT INDEX                                                        10Q-12
</TABLE>


                                     10Q-2
<PAGE>

                                        PART 1
                                FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS




                               GRIFFIN INDUSTRIES, INC.
                               CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      June 30,       December 31,
                                                                        1998                 1997
                                                                          $                    $
                                                                     [unaudited]
-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents [NOTE 2]                                     961,329             53,563
Prepaid expenses                                                        60,228             15,000
-----------------------------------------------------------------------------------------------------
Total assets                                                         1,021,557             68,563
-----------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable                                                        70,386             91,323
Accrued expenses                                                        13,887             10,000
-----------------------------------------------------------------------------------------------------
Total current liabilities                                               84,273            101,323
-----------------------------------------------------------------------------------------------------
Due to a company controlled by a director [NOTE 3]                         972                 --
-----------------------------------------------------------------------------------------------------
Total liabilities                                                       85,245            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,
  1,985,267 shares issued and outstanding
    1,700,000 shares issued [NOTE 4]                                     1,700                700
    285,267 share certificates to be issued [NOTE 5]                       285                139
Additional paid-in capital [NOTES 4 AND 5]                           1,854,515            138,861
Accumulated deficit                                                   (922,688)          (174,960)
-----------------------------------------------------------------------------------------------------
Total stockholders' equity (deficiency)                                936,312            (32,760)
-----------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity (deficiency)              1,021,557             68,563
-----------------------------------------------------------------------------------------------------

</TABLE>

[SEE ACCOMPANYING NOTES]

                                     10Q-3

<PAGE>



                             GRIFFIN INDUSTRIES, INC.
                        CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           January 1, 1998 to     April 1, 1998 to
                                                               June 30, 1998         June 30, 1998
                                                                     $                       $
                                                                [unaudited]             [unaudited]
------------------------------------------------------------------------------------------------------
<S>                                                        <C>                    <C>
EXPENSES                                                  
Directors' fees [NOTE 3]                                              10,500                    --
Administrative services [NOTE 3]                                     148,150                88,000
Office and miscellaneous                                              57,927                30,317
Professional fees [NOTE 3]                                           232,377                86,355
Travel                                                               108,625                38,804
------------------------------------------------------------------------------------------------------
Total expenses                                                       557,579               243,476
------------------------------------------------------------------------------------------------------
Loss before provision for income taxes                              (557,579)             (243,476)
Provision for income taxes                                                --                    --
------------------------------------------------------------------------------------------------------
Net loss for the period [NOTE 7]                                    (557,579)             (243,476)
                                                          
Accumulated deficit, beginning of period                            (174,960)             (672,612)
Share issue costs [NOTES 3 AND 4]                                   (190,149)               (6,600)
------------------------------------------------------------------------------------------------------
Accumulated deficit, end of period                                  (922,688)             (922,688)
------------------------------------------------------------------------------------------------------
                                                          
Basic loss per share [NOTE 6]                                          (0.40)                (0.14)
------------------------------------------------------------------------------------------------------
                                                          
Shares used in computation of basic loss per share [NOTE 6]        1,376,828             1,700,000
-----------------------------------------------------------------------------------------------------

</TABLE>

[SEE ACCOMPANYING NOTES]

                                     10Q-4

<PAGE>



                                  GRIFFIN INDUSTRIES, INC.
                              CONDENSED STATEMENT OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                January 1, 1998 to
                                                                     June 30, 1998
                                                                          $
                                                                     [unaudited]
--------------------------------------------------------------------------------------
<S>                                                             <C>
OPERATING ACTIVITIES
Net loss for the period                                                   (557,579)
Changes in operating assets and liabilities:
     Prepaid expenses                                                      (45,228)
     Accounts payable                                                       15,416
     Accrued expenses                                                        3,887
--------------------------------------------------------------------------------------
Net cash used in operating activities                                     (583,504)
--------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Proceeds from Common and Preferred Stock,
  net of issuance costs [NOTES 4 AND 5]                                  1,526,651
Change in accounts payable related to issue costs                          (36,353)
Advances from a company controlled by a director [NOTE 3]                      972
--------------------------------------------------------------------------------------
Net cash provided by financing activities                                1,491,270
--------------------------------------------------------------------------------------

Net increase in cash and cash equivalents during the period                907,766
Cash and cash equivalents, beginning of period                              53,563
--------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                   961,329
--------------------------------------------------------------------------------------
</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 June 30, 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 period ended June 30, 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.

As the Company was incorporated in October, 1997, there are no comparative 
amounts shown for the Condensed Statements of Operations and Cash Flows.

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, $148,150 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 a former officer. Effective March 20, 1998, the principal 
of that law firm ceased to be 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 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 relied on the exemption from registration requirements of the 
Securities Act of 1933 provided by Regulation E thereunder.

Pursuant to this offering, the Company issued 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>

                              GRIFFIN INDUSTRIES, INC.
                       NOTES TO CONDENSED FINANCIAL STATEMENTS

                                     (UNAUDITED)


5.      SHARE CERTIFICATES TO BE ISSUED

The Company commenced a self underwritten non-public offering to accredited
investors on April 24, 1998 for 850,000 shares of common stock at an offering
price of $3.00 per share. The Company is relying on the exemption from the
registration requirements of the Securities Act of 1933 provided by Regulation D
thereunder.

Pursuant to this offering, subscriptions in the amount of $855,800 for 285,267
common shares have been received and accepted to June 30, 1998. The share
certificates are still to be issued and the Company has incurred $6,600 in share
issue costs associated with this offering for the period ended June 30, 1998.

6.      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(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.

The basic loss per share for the six months ended June 30, 1998 and the three
months ended June 30, 1998 are based on the following:

<TABLE>
<CAPTION>
                                                        January 1, 1998 to      April 1, 1998 to
                                                           June 30, 1998         June 30, 1998
                                                       --------------------------------------------
<S>                                                    <C>                      <C>
Net loss for the period                                $        (557,579)       $      (243,476)

Weighted average number of common shares used in
computation                                                    1,376,828              1,700,000
                                                       --------------------------------------------
Basic loss per share                                   $           (0.40)       $         (0.14)
                                                       --------------------------------------------
                                                       --------------------------------------------
</TABLE>

7.      COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted SFAS No. 130, Reporting 
Comprehensive Income, which establishes standards for the reporting and 
display of comprehensive income and its components. The adoption of this 
statement had no impact on the Company's net loss or stockholders' equity.

The comprehensive income for the three and six month periods ended June 30, 
1998, is equivalent to the net loss for those periods.

                                     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 companies and 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", 
"Liquidity and Capital Resources", and "Future Operating Results" 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, as filed with the SEC.  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 has scheduled a 
meeting of its shareholders on September 11, 1998, at which its shareholders 
will be asked to approve the termination of the Company's BDC status. The 
Company currently 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 these companies. These 
acquisitions will be financed through additional sales of Company securities 
and/or loans. Recently, the Company has begun negotiations to acquire up to 
five companies in the equipment distribution/rental business. There can be no 
assurance that the Company will acquire any one or more of these companies.

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 
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 


                                     10Q-8
<PAGE>

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 and other 
factors, in one or more quarters the Company's operating results may fall 
below the expectations of investors.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1998, the Company's cash and cash equivalents were $961,329, 
compared to $481,978 at March 31, 1998.  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 
Mr. Barretto at $.001 per share, for a total consideration of $3,200.


                                     10Q-9
<PAGE>

Pursuant to a private placement memorandum dated March 24, 1998 (the "PPM") 
since April 24, 1998, the Company has been offering to accredited investors 
an aggregate of 850,000 common shares at $3.00 per share, for an aggregate 
offering price of $2,550,000. As of June 30, 1998, the Company had received 
and accepted subscriptions for 285,267 common shares pursuant to this 
offering, for a total consideration of $855,800. As of June 30, 1998, the 
Company incurred a total of approximately $6,600 in expenses in connection 
with the issuance and distribution of those common shares, comprised entirely 
of finders' fees. As a result, as of June 30, 1998, the proceeds of that 
offering, net of aggregate expenses, were $849,200.

Net cash used in operating activities of $583,504 for the six months 
ended June 30, 1998, was primarily attributable to the expenses incurred in 
raising capital and searching for and investigating appropriate investee 
businesses during that period.

As of June 30, 1998, the Company's principal sources of liquidity consisted 
of $961,329 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, cash equivalents and short-term 
investments 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 and/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 or loans 
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 June 30, 1998, and for the six months ended June 30, 1998, the 
Company spent $243,476 and $557,579, respectively, on management services, 
directors fees, 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

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.

Many installed computer systems and software products are coded to accept 
only two digit entries in the date code field. As the year 2000 approaches, 
these code fields will need to accept four digit entries to distinguish years 
beginning with "19" from those beginning with "20" dates. As a result, in 
less that two years, computer systems and/or software products used by many 
companies may need to be upgraded to comply with such year 2000 requirements. 
The Company is currently reviewing its internal management information 
systems in order to identify and modify those products, services and systems 
that are not year 2000 compliant. The Company expects such modifications will 
be made on a timely basis and does not believe that the cost of such 
modifications will have a material effect on the Company's operating results. 
There can be no assurance, however, that the Company will be able to modify 
timely and successfully such systems to comply with year 2000 requirements, 
which could have a material adverse effect on the Company's operating 
results. In addition, the Company faces risks to the extent that suppliers of 
products, services and systems purchased by the Company and by the companies 
that the Company may acquire do not have business systems that comply with 
the year 2000 requirements. In the event any such third parties cannot timely 
provide the Company with products, services or systems that meet the year 
2000 requirements, the Company's operating results could be materially 
adversely affected. Furthermore, there can be no assurance that these or 
other factors relating to the year 2000 compliance issues, including 
litigation, will not have a material adverse effect on the Company's 
business, operating results or financial condition.

While the Company cannot predict what effect these various factors may have 
on its financial results, the aggregate effect of these and other factors 
could result in significant volatility in the Company's future performance 
and stock price.

                                     10Q-10
<PAGE>

                                     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, for its initial offering (the "Offering Circular"), 
became effective on November 6, 1997, and the initial 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 for 
legal fees paid to a law firm controlled by an officer. Effective March 20, 
1998, the principal of that law firm was no longer an officer of the 
Company. Offering proceeds, net of aggregate expenses of approximately 
$324,872, were $675,128.

Pursuant to a private placement memorandum dated March 24, 1998 (the "PPM") 
since April 24, 1998, the Company has been offering to accredited investors 
an aggregate of 850,000 common shares at $3.00 per share, for an aggregate 
offering price of $2,550,000. As of June 30, 1998, the Company had received 
and accepted subscriptions for 285,267 common shares pursuant to this 
offering, for a total consideration of $855,800. As of June 30, 1998, the 
Company incurred a total of approximately $6,600 in expenses in connection 
with the issuance and distribution of those common shares, comprised entirely 
of finders' fees. As a result, as of June 30, 1998, the proceeds of that 
offering, net of aggregate expenses, were $849,200.

The Company has used $961,329 of the net offering proceeds of these offerings 
for the purchase of temporary investments consisting of cash and cash 
equivalents, and $562,999 of the net offering proceeds of these 
offerings 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 offerings and, none of the net 
offering proceeds, except for directors' fees of $10,500 paid during the 
quarter ended March 31, 1998, administrative service fees of $148,150 paid 
during the six months ended June 30, 1998 to a Company controlled by a 
director, and legal fees and shares issue costs of $113,747 paid during the 
quarter ended March 31, 1998, to a law firm controlled by a former 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 


                                     10Q-11
<PAGE>

invest in more mature businesses, in most cases that are already showing a 
substantial history of operating profits.

ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K

     (a)  EXHIBITS

          27   Financial data for the period ended June 30, 1998

     (b)  REPORTS ON FORM 8-K

          No reports of Form 8-K were filed during the quarter ended June 30,
          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 and
                                        Chief Financial Officer

Dated: August 14, 1998

                                EXHIBIT INDEX

                           GRIFFIN INDUSTRIES, INC.

<TABLE>
<CAPTION>
EXHIBIT                       EXHIBIT TITLE
NUMBER
<S>            <C>

     27        Financial data for the period ended June 30, 1998

</TABLE>




                                     10Q-12