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

                                  FORM 10-QSB
(Mark One)

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

For the quarterly period ended March 31, 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 03-31-01
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....................10Q-4
			Condensed Statements of Cash Flows....................10Q-7
			Notes to Condensed Financial Statements...............10Q-8

Item 2 - Management's Discussion and Analysis of
   Financial Condition and Results of Operations.......................10Q-12


PART II - OTHER INFORMATION............................................10Q-15

EXHIBIT INDEX..........................................................10Q-15
SIGNATURES.............................................................10Q-15






































PART 1
FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS


                         GRIFFIN INDUSTRIES, INC.
                             BALANCE SHEET
                          AS AT MARCH 31, 2001
                              (UNAUDITED)
                               (in US$)

                                           March 31          December 31
                                             2001               2000
ASSETS
Current
Cash and cash equivalents             $           636        $     4,761
Loan receivable from
 principal stockholder                        113,097            125,688

------------------------------------------------------------------------
                                              113,733            130,449
------------------------------------------------------------------------

Capital asset                                     832                832
------------------------------------------------------------------------
                                      $       114,565        $   131,281
------------------------------------------------------------------------


LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable                      $        40,061        $    25,686
------------------------------------------------------------------------
                                               40,061             25,686
------------------------------------------------------------------------

Stockholders' equity (note 4)
Common stock @ $.001 par value                  2,869              2,869
Preferred stock @ $.001 par value               2,500              2,500
Additional paid-in capital                  2,534,539          2,534,539
Unearned compensation                         (60,288)           (73,746)
Accumulated deficit under development      (2,405,116)        (2,360,567)
stage
-------------------------------------------------------------------------
Total stockholders' equity                     74,504            105,595
-------------------------------------------------------------------------
                                      $       114,565        $   131,281







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

                            for the three  for the three     Period from
                            month period   month period   October 14, 1997(date
                            ending March   ending March   of incorporation) to
                                2001        2000             March 31, 2001
REVENUE
Investment income          $     2,155  $    6,083  $         95,911
--------------------------------------------------------------------------
                                 2,155       6,083            95,911


EXPENSES
Professional fees               21,375      69,990         1,033,696
Travel                              -       30,000           402,749
Office and miscellaneous        25,329      79,080         1,045,167
Directors' fees                     -        1,500            18,250
Depreciation expense                -           -              1,165
--------------------------------------------------------------------------
                                46,704     180,570         2,501,027
--------------------------------------------------------------------------
Loss                           (44,549)   (174,487)       (2,405,116)

Accumulated deficit,
beginning of period         (2,360,567) (1,897,555)               -
--------------------------------------------------------------------------
Accumulated deficit,
end of period            $  (2,405,116) $(2,072,042) $     (2,405,116)
--------------------------------------------------------------------------

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

Loss per common
share - basic and
diluted                  $      (0.02)  $   (0.07)
---------------------------------------------------------------------------















                                     10Q-4
                    STATEMENTS OF STOCKHOLDERS' EQUITY
                               (DEFICIENCY)


Year ended December 31, 2000	                                (in U.S. dollars)





                            Common stock                     Preferred stock
	                 Number		                   Number
                     of shares	Amount 	     of shares           Amount
	                   #	         $	               #	                $

Balance,
October 14, 1997
Issuance of common
stock
[note 4]	          700,000	         700
Issuance of
preferred stock
[note 4]                                             2,500,000	        2,500
Shares to be issued
[note 4]	          139,000	         139
-------------------------------------------------------------------------------
Balance,
December 31, 1997	    839,000	         839	     2,500,000	        2,500
-------------------------------------------------------------------------------
Issuance of common
stock [note 4]	  1,457,633	       1,458
-------------------------------------------------------------------------------
Balance,
December 31, 1998	  2,296,633	       2,297           2,500,000	       2,500
-------------------------------------------------------------------------------
Issuance of common
stock [note 4]	     23,000	          23
Issuance of common
stock for services
[note 4]	          550,000	         550
-------------------------------------------------------------------------------
Balance,
December 31, 1999	  2,869,633	       2,870	     2,500,000	       2,500
-------------------------------------------------------------------------------












                                    10Q-5
                                                                 accumulated
                                                                   deficit
                                                                    under
                     additional           unearned               development
                   paid in capital      compensation                stage
                          $                   $                       $
Balance,
October 14, 1997
Shares to be
issued[note 4]           138,861
Stock issue costs
[note4]                 (141,323)
Loss                                                                (33,637)
-------------------------------------------------------------------------------
Balance,
December 31, 1997         (2,462)                                   (33,637)
-------------------------------------------------------------------------------
Issuance of common
stock [note 4]         2,649,442
Stock issue costs
[note 4]                (358,012)
Loss                                                             (1,147,607)
-------------------------------------------------------------------------------
Balance,
December 31, 1998      2,288,968                                 (1,181,244)
-------------------------------------------------------------------------------
Issuance of common
stock [note 4]            68,977
Issuance of common
stock for services
[note 4]                 185,450           (127,578)
Stock issue costs
[note 4]                  (8,857)
Loss                                                                (716,311)
-------------------------------------------------------------------------------
Balance,
December 31, 1999      2,534,538           (127,578)            (1,897,555)
-------------------------------------------------------------------------------
Stock compensation
expense [note 4]                             53,832
Loss                                                                (463,012)
-------------------------------------------------------------------------------
Balance,
December 31, 2000      2,534,538            (73,746)              (2,360,567)
-------------------------------------------------------------------------------

Stock Compensation                           13,458
Loss                                                                 (44,549)
-------------------------------------------------------------------------------
Balance,
March 31, 2000         2,534,538            (60,288)              (2,405,116)





                                     10Q-6

                           GRIFFIN INDUSTRIES, INC.
                           STATEMENT OF CASH FLOWS
                                 (UNAUDITED)
                                  (in US$)
                                                             Period from
                             for the three  for the three  October 14,1997(date
                             month period   month period   of incorporation) to
				     ending March	  ending March     March 31, 2001
                                 2001        2000
OPERATING ACTIVITIES
Loss                    $     (44,549) $  (174,489) $      (2,405,116)
Add items not
affecting cash:
   Accrued interest            (2,149)      (2,435)           (12,837)
   Depreciation expense            -            -               1,165
   Stock based
    compensation               13,458           -             125,712
----------------------------------------------------------------------------
                              (33,240)    (176,924)        (2,291,076)

Changes in operating
liabilities:
   Accounts payable
    and accrued
    expenses                   14,375           -              40,061
----------------------------------------------------------------------------
Cash used in operating
activities                    (18,865)    (176,924)        (2,251,015)
----------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of capital
 assets                            -            -              (1,997)
Loan receivable                14,740        7,000           (100,260)
----------------------------------------------------------------------------
Cash provided by (used in)
 operating activities          14,740        7,000           (102,257)
----------------------------------------------------------------------------
 FINANCING ACTIVITIES
Proceeds from common and
 preferred stock                   -            -           2,353,908
----------------------------------------------------------------------------
Cash provided by
 financing activities              -            -           2,353,908
----------------------------------------------------------------------------

Increase (decrease) in
 cash during the period        (4,125)    (169,924)               636
Cash and cash equivalents,
 beginning of period            4,761      410,925                 -
----------------------------------------------------------------------------
Cash and cash equivalents,
end of period             $       636   $  241,001       $        636


                                     10Q-7

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

1. UNAUDITED INTERIM FINANCIAL STATEMENTS

The financial statements as of March 31, 2001 have been prepared by the
Company assuming that it will continue as a going concern. 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 March 31, 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial instruments

For certain of the Company's financial instruments, including cash and cash
equivalents, loan receivable from principal stockholder and accounts payable the
carrying amounts approximate fair value due to their short-term nature.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of
90 days or less to be cash equivalents. Cash equivalents which comprise money
market funds are stated at cost, which approximates market value.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

Stock based compensation

The Company has elected to follow the intrinsic value approach of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees
(APB No. 25), and related interpretations, in accounting for its employee stock
options and warrants rather than the alternative fair value accounting allowed
by Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation. APB No. 25 provides that the compensation expense
relative to the Company's employee stock options and warrants is measured based
on the intrinsic value of the stock option or warrant. SFAS No. 123 requires
companies that continue to follow APB No. 25 to provide a pro forma disclosure
of the impact of applying the fair value method of SFAS No. 123.





                                     10Q-8
Income taxes

Income taxes are accounted for using the liability method. Under this method,
future tax assets and liabilities are determined based on the differences
between financial reporting and tax bases of assets and liabilities, and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Recognition of future tax assets is limited
to amounts considered by management to be more likely than not of realization
in future periods.



Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from these estimates.


3. 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 $4,000 [December 31, 2000 - $194,500] for management and
administrative services.  Additional management and administrative services with
a fair value of $14,470 were provided at no cost to the Company in settlement
of the loan receivable from the Principal Stockholder.

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 March 31, 2001, the Company had a balance of $113,097 owing from the
director which matures June 30, 2001 and includes net advances of $110,948 and
interest charged at 7.75% of $2,149 [December 31,2000 - $125,000 and accrued
interest $7,662].


4. 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

                                     10Q-9
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.

4. SALES OF UNREGISTERED SECURITIES (cont'd.)

[b]	Shares issued

During 1997, the Company issued an aggregate of 700,000 shares of common stock
and 2,500,000 shares of preferred stock to certain officers of the Company for
an aggregate amount of $3,200.

The Company commenced a self underwritten public offering to investors 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 cash subscriptions of
$139,000 were received for 139,000 shares to be issued. The remaining
subscriptions for 861,000 shares and $861,000 cash consideration was received
during the period January 1, 1998 to March 6, 1998. The 1,000,000 shares were
issued during the quarter ending March 31, 1998.

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 relied on the exemption from the
registration requirements of the Securities Act of 1933 provided by Regulation D
thereunder. Subscriptions for 596,633 shares and $1,789,900 cash consideration
were received during the year ended December 31, 1998. The Company incurred
$174,463 in share issue costs associated with this offering during the year
ended December 31, 1998.

On January 29, 1999, 50,000 shares of common stock were issued to a consultant
in connection with services rendered in connection with a proposed financing.
The fair value of these services of $24,500 were expensed in 1999.

On May 13, 1999, 500,000 shares of common stock were issued to the Principal
Stockholder of the Company for compensation of his role as a director of the
Company. Those shares may not be transferred for a period of three years from
the grant date and shall be forfeited if, on or before the third anniversary of
the grant date the director voluntary resigns his position as Chairman of the
Company or is removed, for cause, from his position as Chairman. All shares
granted hereby that are still held by the director upon such resignation or
removal shall be repurchased by the Company for $0.01 per share. The fair value
of these shares of $161,500 is expensed over the three year period. For the
period ending March 31, 2001, $53,832 (1999 - $33,922) was expensed.



                                     10Q-10
4. SALES OF UNREGISTERED SECURITIES (cont'd.)

Pursuant to an offering commenced in 1999 23,000 shares for a purchase price of
$3.00 per share were issued on August 16, 1999 for cash consideration of $60,143
net of share issue costs of $8,857. The Company terminated the offering after it
received a Letter of Intent for a venture capital investment. This venture
capital investment was not obtained when the Company discontinued its efforts
to acquire equipment distributors.

[c]	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
-----------------------------------------------------------------------


4. SALES OF UNREGISTERED SECURITIES (cont'd.)

[d]	Stock options

On February 1, 1999 the Company adopted its 1999 long-term Stock Incentive Plan
pursuant to which it can grant options and other awards to qualifying
individuals. 458,914 common shares have been reserved for issuance pursuant to
the plan. No options under this plan are outstanding at March 31, 2001.

At March 31, 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
-----------------------------------------------------------------------











                                    10Q-11
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 March 31, 2001           100,000	          		2.60
-----------------------------------------------------------------------


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.



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

                                    10Q-12
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 $4125.00 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
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, 2001.  As of
March 31, 2001, a total of $113,097, including principal and interest, is
outstanding.  A portion of the loan principal has been reduced by $14,740 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.



                                     10Q-13
RESULTS OF OPERATIONS


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
March 31, 2001, this totaled $95,911. Investment revenue decreased $3,928 from
$6,083, or, 64.57% 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
March 31, 2001 from $180,570 to $46,704 or 74.14% 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
March 31, 2001 from $69,990 to $21,375, or %70 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 to
conduct due diligence on acquisition candidates, to prepare the documents
necessary to raise capital and to prepare for an intended initial public
offering.

Management fees decreased for the three month period ending March 31,2001
from $75,000, to $4000, or 94.67% 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.

Office and miscellaneous decreased from $79,080 to $25,329 or 67.97%% from
the corresponding prior year period due to a decrease in  office expenses.
Office and miscellaneous also includes services valued at $7,000 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 March 31, 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 $4,125
from $4,761 in the period ending December 31, 2000 to $636.00 in the period
ending March 31, 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.






                                     10Q-14
PART 11
OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS
		None

Item 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS
		None

Item 3.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
		None

Item 4.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
		Previously reported

Item 5.	REPORTS ON FORM 8-K AND EXHIBITS

(a) Reports on Form 8-K

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).

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: March 11, 2001
                                     10Q-15
1


3